Onyx Service & Solutions, Inc - FORM S-1

Attached files

file	filename
EX-5.1 - OPINION OF SICHENZIA ROSS FRIEDMAN FERENCE LLP - Onyx Service & Solutions, Inc	ex-5_1.htm
EX-23.1 - CONSENT OF MALONEBAILEY, LLP - Onyx Service & Solutions, Inc	ex-23_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ONYX SERVICE & SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of other jurisdiction of incorporation or organization)

6199

(Primary Standard Industrial Classification Code Number)

80-0513468

(I.R.S. Employer Identification Number)

7337 Oswego Road

Liverpool, New York 13090

(315) 451-4822

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Onyx Service & Solutions, Inc.

7337 Oswego Road

Liverpool, New York 13090

(315) 451-4822

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

As soon as practicable after this Registration Statement is declared effective

(Approximate date of commencement of proposed sale to the public)

Copies to:

Benjamin Tan, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor,

New York, NY 10006

Tel: (212) 930 9700

Fax: (212) 930 9725

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

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

Indicate by check mark whether the registrant is a large accelerated 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 12b2 of the Exchange Act.

Large accelerated filer o Accelerated filer o

Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company x

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Common Stock, $0.0001 par value	309,000	$0.25	$77,250	$5.51

	(1)	Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also registered hereunder such indeterminate number of additional shares as may be issued to the selling stockholders to prevent dilution resulting from stock splits, stock dividends or similar transactions.

	(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as amended, based on the price at which the common stock will initially be sold.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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 and sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 9, 2010

ONYX SERVICE & SOLUTIONS, INC.

309,000 Shares of Common Stock, par value $0.0001

The selling stockholders identified in this prospectus are offering for sale from time to time up to 309,000 shares of our common stock, par value $0.0001 (“Common Stock”).

The selling stockholders may sell Common Stock from time to time in the principal market in which the Common Stock is traded at the prevailing market price or in negotiated transactions. The selling stockholders may be deemed underwriters of the shares of Common Stock, which they are offering. We will pay the expenses of registering these shares.

We have set an offering price for these securities at $0.25 per share of Common Stock offered through this prospectus. We are registering the shares on behalf of the selling stockholders. We will not receive any proceeds from this offering.

Our Common Stock is presently not traded or quoted on any market or securities exchange. The sales price to the public is fixed at $0.25 per share until such time as our Common Stock is quoted on the Over-The-Counter (OTC) Bulletin Board or other exchange or quotation system. Although we intend to request a registered broker-dealer apply to have of our Common Stock quoted on the OTC Bulletin Board, public trading of our Common Stock may never materialize or even if materialized, be sustained. If our Common Stock is quoted on the on the OTC Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the Selling Stockholders.

Investing in our Common Stock involves a high degree of risk. You may lose your entire investment. See “Risk Factors” beginning on page 5 for a discussion of certain risk factors that you should consider.

You should read the entire prospectus before making an investment decision.

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

The date of this prospectus is [ ], 2010

TABLE OF CONTENTS

	Page

About this Prospectus	1

Prospectus Summary	1

Cautionary Note Regarding Forward Looking Statements and Other Information Contained in this Prospectus	4

Risk Factors	5

Use of Proceeds	10

Dilution	11

Selected Financial Data	11

Management's Discussion and Analysis of Financial Condition and Results of Operations	11

Business	15

Properties	25

Legal Proceedings	25

Market Price of and Dividends of our Common Equity and Related Stockholder Matters	25

Security Ownership of Certain Beneficial Owners and Management	27

Directors and Executive Officers, Promoters and Control Persons	28

Executive Compensation	29

Disclosure of Commission Position on Indemnification For Securities Act Liabilities	29

Transactions with Related Persons, Promoters and Certain Control Persons	30

Selling Security Holders	30

Plan of Distribution	35

Description of Securities to be Registered	36

Legal Matters	37

Experts	37

Interests of Named Experts and Counsel	37

Changes in and Disagreements with Accountants	37

Where You Can Find More Information	37

Financial Statements	38

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any information or to make any representations about us, the selling stockholders, the securities or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us or any selling stockholder.

The selling stockholders are offering to sell and seeking offers to buy shares of our Common Stock, only in jurisdictions where offers and sales are permitted. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including “Risk Factors” and our financial statements, including the notes to the financial statements appearing elsewhere in this prospectus. As used throughout this prospectus, the terms “we,” “us,” and “our” and words of like import refer to Onyx Service & Solutions, Inc..

THE COMPANY

The Company was incorporated in the State of Delaware on November 25, 2009. As of November 25, 2009, we own three Automated Teller Machines (“ATMs”) and manage 19 ATMS throughout upstate New York

On November 25, 2009, we entered into an asset purchase agreement with Fresca Worldwide Trading Corp. (“Fresca”), a Nevada corporation, to purchase from Fresca all its assets including without limitation three ATMs and the rights to manage 19 other ATMS throughout upstate New York. The acquisition was completed on November 25, 2009. Prior to such acquisition of assets, we had no operations or assets.

Our Business

Our ATMs are situated at retail stores, convenience stores, bars, restaurants, gas stations, colleges and hospitals.

We deploy and operate ATM’s primarily under the following two programs:

Full placement program.

Under a full placement arrangement, we own the ATM and are responsible for controlling substantially all aspects of its operation including maintenance, cash management and loading, supplies, signage and telecommunications services. We may pay site owners a commission based on a percentage of sales. We are generally responsible for almost all of the expenses related to the operation of the ATM with the exception of power and, on occasion, telecommunications. We typically use this program for major national and regional merchants.

Merchant-owned program

Under a merchant-owned arrangement, the merchant (or, for a merchant using lease financing, its lease finance provider) typically buys the ATM through us and the merchant is responsible for most of the operating expenses such as maintenance, cash management and loading, and supplies. We typically provide all transaction processing services, and the merchants use our maintenance services from time to time. Our rental program is similar to our merchant-owned program, except that the merchant rents the ATM from us rather than purchasing it, and we provide the maintenance and supplies for the machine.

Most of our new ATM’s feature advanced functionality, diagnostics and ease of use including color displays, personal computer-based operating systems, thermal printing, dial-up and remote monitoring capabilities, and upgrade and capacity-expansion capability. All machines can perform basic cash dispensing and balance inquiry transactions, transmit on-screen marketing, dispense coupons and conduct marketing surveys. Most of our equipment is modular in design, which allows us to be flexible and accommodating to the needs of our clients as technology advances.

We upgrade our ATM machines in compliance with ATM technology. All ATM machines we operate are upgraded with triple DES encryption, which is compliant with the ATM industry regulations. This upgrade reduces the number and frequency of service calls due to outages and other ATM-related problems and, in turn, reduces the cost of maintaining each ATM machine. The ATM’s are also equipped with “smart technology” that allows us to determine on a preset time basis the operational status of the ATM. It informs us which vault cash is low, the number of times the ATM has been used, as well as other helpful information that helps us provide better service to our ATM using public.

Revenue

Our revenues are principally derived from two types of fees, which we charge for processing transactions on our ATM network. We receive an interchange fee from the issuer of the credit or debit card for processing a transaction when a cardholder uses an ATM in our network. In addition, in most cases we receive a surcharge fee from the cardholder when the cardholder makes a cash withdrawal from an ATM in our network.

We receive interchange fees for transactions on ATM’s that we own. We also receive the interchange fee for transactions on ATM’s owned by third party vendors included within our network. We keep all interchange fees. The interchange fees received by us vary from network to network and to some extent from issuer to issuer, but generally range from $0.15 to $0.55 per cash withdrawal. Interchange fees for balance inquiries, account transfers and denied transactions are generally substantially less than fees for cash withdrawals.

The interchange fees received by us from the card issuer are independent of the service fees charged by the card issuer to the cardholder in connection with ATM transactions. Service fees charged by card issuers to cardholders in connection with transactions through our network range from zero to as much as $2.50 per transaction. We do not receive any portion of these service fees and do not record any revenues therefrom.

We impose a surcharge fee for cash withdrawals. Surcharge fees are a substantial additional source of revenue for us and other ATM network operators. The surcharge fee for ATM’s in our network ranges between $1.50 and $4.00 per withdrawal. We have 3 different circumstances for recording the surcharge fee as revenue. In the first case, when we own and service the ATM, we receive and report all of the surcharge fee as revenue. In the second case, where we own but do not service the ATMs, we record the surcharge fee as revenue and record the portion of the fee paid to the owner of the ATM location as commission expense for servicing the ATM. In the third case, on ATM’s owned and serviced by third party vendors we rebate all of each fee to the third party and do not report any surcharge fee revenue.

In addition to revenues derived from interchange and surcharge fees, we also derive revenues from providing network management services to third parties owning ATMs included in our ATM network. These services include 24 hour transaction processing, monitoring and notification of ATM status and cash condition, notification of ATM service interruptions, in some cases dispatch of field service personnel for necessary service calls and cash settlement and reporting services. The fees for these services are paid by the owners of the ATMs.

Summary Financial Information

The table below summarizes our audited balance sheet as November 30, 2009 and the related statement of operations for the period from the date of inception to November 30, 2009.

Balance Sheet:	As of November 30, 2009
Cash	$	6,100
Total Assets	$	6,100
Total Liabilities	$	36,895
Total Stockholders’ Deficit	$	(30,795	)

Statement of Operations:	For the Period ended November 30, 2009
Revenue	$	-
Expenses	$	-
NET LOSS	$	-
Weighted Average Shares Outstanding – Basic and Diluted		4,000,000

Plan of Distribution

This offering is not being underwritten. The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions or by gift. These sales may be made at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling or otherwise transferring shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which a 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;

sales to a broker-dealer as principal and the resale by the broker-dealer of the shares for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions, including gifts;

covering short sales made after the date of this prospectus;

pursuant to an arrangement or agreement with a broker-dealer to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method of sale permitted pursuant to applicable law.

The sales price of the Common Stock being offered to the public by the selling stockholders in this prospectus has been fixed at $0.25 per share until such time as our Common Stock is quoted on the OTC Bulletin Board or inter-dealer quotation system or exchange. Although we intend to request a registered broker-dealer apply to have our Common Stock quoted on the OTC Bulletin Board, public trading of our Common Stock may never materialize or if materialized, be sustained. If our Common Stock is quoted on the OTC Bulletin Board, then the sales price to the public will vary according to the selling decisions of each selling stockholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

the market price of our common stock prevailing at the time of sale;

a price related to such prevailing market price of our common stock; or

such other price as the Selling Stockholders determine from time to time.

The selling stockholders may also sell shares under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than pursuant to this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling stockholders and their pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the selling stockholders will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be an “underwriters” as that term is defined under the Securities Act in connection with such sales. In such event, 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.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholder, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into. If the selling stockholders propose to sell shares to an underwriter, we will be required to amend this prospectus to reflect the terms of the underwritten offering.

The selling stockholders may pledge shares to brokers under the margin provisions of customer agreements. If the selling stockholders defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholder or any other such person. In the event the selling stockholders is deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling stockholder will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholder will not be permitted to engage in a short sale of our Common Stock. All of these limitations may affect the marketability of the shares.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the Common Stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreement between the selling stockholder and the broker-dealer.

THE OFFERING

This prospectus relates to the 309,000 shares of the Common Stock of the Company.

The Company	Onyx Service & Solutions, Inc.

Selling stockholders	The selling stockholders named in this prospectus are existing stockholders of our Company who purchased shares of our Common Stock from us in the private placement transactions consummated on March 3, 2010. The issuance of the shares by us to the selling stockholders was exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act. See “Selling Stockholders.”

Capitalization	Common Stock, par value $0.0001 per share 250,000,000 authorized 4,309,000 issued and outstanding as of March 9, 2010

	Preferred Stock, par value $0.0001 per share 10,000,000 authorized None issued and outstanding as of March 9, 2010

Common Stock outstanding prior to offering	4,309,000

Common Stock offered by Company	0

Total shares of Common Stock offered by selling stockholders	309,000

Common Stock to be outstanding after the offering	4,309,000

Use of Proceeds	We will not receive any of the proceeds of sale of the shares of Common Stock by the selling stockholders.

Risk Factors	See “Risk Factors” beginning on page 5 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

CONTAINED IN THIS PROSPECTUS

This prospectus contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise.

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

Risks Relating to Our Company

We have a limited operating history which may not be an indicator of our future results.

As a result of our limited operating history, our plan for rapid growth, and the increasingly competitive nature of the markets in which we operate, the historical financial data is of limited value in evaluating our future revenue and operating expenses. Our planned expense levels will be based in part on expectations concerning future revenue, which is difficult to forecast accurately based on current plans of expansion and growth. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. Further, general and administrative expenses may increase significantly as we expand operations. To the extent that these expenses precede, or are not rapidly followed by, a corresponding increase in revenue, our business, operating results, and financial condition will suffer.

Margaret A. Burton and Mary Passalaqua are our only executive officers, directors and employees. We will need additional employees to implement our business strategy.

Margaret A. Burton and Mary Passalaqua are our only executive officers, directors and employees and each only spends 30% of her time on our business. Our success depends upon their continuing and increasing their contributions to our company. If they were to terminate their employment with us or fail to increase their time on our operations necessary to grow our business, our operating results would suffer. Our future success also depends in large part upon our ability to hire and retain additional highly skilled managerial, operational and marketing personnel. Should we be unable to attract and retain skilled personnel, our performance will suffer.

Mary Passalaqua, our chief executive officer and president, also serves as our Principal Financial Officer. Her lack of financial expertise renders her reliant on outside financial advisors, including our independent public auditors.

Mary Passalaqua, our Chief Executive Officer, President and director, serves as our Principal Executive Officer and Principal Financial Officer. A Principal Financial Officer’s duties include oversight of the financial condition of a company, including assisting the Company’s independent auditors with Company’s fiscal year audit and result of operations and preparation of the Company’s unaudited financial statements and results of operations for each of the quarters of the Company’s fiscal year. Also, a reporting company’s Principal Financial Officer is required to sign the company’s periodic reports as such and attest as the veracity of such company’s disclosure, including, but not limited to the company’s financial statements and internal controls and procedures. Due to Ms. Passalaqua’s lack of financial expertise, especially in the ATM industry, she is reliant on outside financial advisors, including our independent public auditors.

We only have 22 ATM’s currently located with 19 different regional customers. Our business would suffer if we could not replace a significant amount of customers who stopped using our ATMs.

We have contracts with a limited number of regional customers. We own and/or manage a total of 22 privately owned Automated Teller Machines, or ATM’s, located at 19 different merchants in Onondaga County in upstate New York. Our Company would suffer dramatically if a significant number of merchants decided to stop using our ATMs and we were unable to replace such customers.

The continued growth and acceptance of debit cards as a means of payment could negatively impact our results of operations.

The use of debit cards by consumers has been growing. Consumers use debit cards to make purchases from merchants, with the amount of the purchase automatically deducted from the consumers' checking accounts. An increasing number of merchants are accepting debit cards as a method of payment, and are also permitting consumers to use the debit cards to obtain cash. The increasing use of debit cards to obtain cash may reduce the number of cash withdrawals from our ATM’s, and may adversely affect our revenues from surcharge fees. A continued increased in the use and acceptance of debit cards could have a material adverse effect on our business, results of operations and financial condition.

There are other several industry trends which we expect to increase and which could hurt us if we fail to grow our business.

We have noted the following trends in the ATM industry which we expect to continue in the foreseeable future:

	·	A consolidation in the banking industry, causing the number of different financial institutions and different ATM networks to decline. Generally, users who use ATMs affiliated with their banks are not charged surcharge fees. This consolidation and resulting proliferation of affiliated ATMs is causing regional operators who charge surcharge fees, such as our Company, to lose current and potential customers, market share and revenue.

	·	An increase in the public’s use of bank cards as a either credit or debit card as compared to utilizing cash to make purchases.

	·	An increase in the number and proliferation of ATM sites by national banking institutions which facilitate their customers access to cash and making stand alone ATMs, such as ours, less necessary.

	·	An increase in and public awareness of identity theft and ATM fraud often perpetuated by persons manipulating and damaging stand alone ATMs such as ours, which may cause potential customers to be weary of utilizing ATM machines not affiliated with regional or national banking institutions, including our ATMs.

	·	National banks lowering their surcharge fees relative to stand alone ATMs, such as ours

	·	An increase in banks’ affiliations with other institutions (e.g., airlines, merchants, charities) which enable customers to use their bank cards as credit/debit cards and earn points redeemable at such other institutions

	·	A decrease in merchants’ required minimum purchases before accepting a customer’s credit cards and bank cards used as either a credit or debit card.

	·	The ability of a customer to receive cash back from a merchant when using his/her debit cards to make a purchase at the merchant, thereby decreasing the need for the customer to use an ATM.

	·	Credit card processors diversifying their business by taking advantage of existing relationships with merchants to place ATMs at sites with those merchants.

	·	Number of retailers issuing their own in-store credit cards and offering their customers utilizing such retailer’s credit card with discounted merchandise.

	·	Companies that have the capability to provide both back office services and ATM management services.

	·	Consolidators in the business such as TRM/E-Funds and Cardtronics/E-trade.

We believe that the foregoing industry trends will most likely have a material adverse effect on our future financial condition and/or results of operations, especially if we fail to grow our business.

Any regulation or elimination of surcharge or interchange fees could have a materially adverse impact on our results of operations.

The imposition of surcharge fees is not currently subject to federal regulation. However, several states in which we currently have no operations have banned companies from imposing such fees, generally as a result of activities of consumer advocacy groups that believe that transaction fees are unfair to users. There have been, however, various state and local efforts in the United States to ban or limit transaction fees. We are not aware of any existing bans or limits on transaction fees applicable to us in any of the jurisdictions in which we currently do business. We cannot guarantee that transaction fees will not be banned or limited in the jurisdictions in the United States in which we operate. Such a ban or limit could materially limit or reduce our ATM revenues.

Our ATM business is subject to government and industry regulations, which we describe below. This regulatory environment is subject to change and various proposals have been made which, if finalized, could affect our ATM operations. Our failure to comply with existing or future laws and regulations pertaining to our ATM business could result in restrictions on our ability to provide our products and services, as well as the imposition of civil fines.

Mergers, acquisitions and personnel changes at financial institutions and electronic funds transfer networks and independent sales organizations may adversely affect our business, financial condition and results of operations.

Currently, the banking industry is consolidating, causing the number of financial institutions and ATM networks to decline. This consolidation could cause us to lose:

	·	current and potential customers;

	·	market share if the combined entity determines that it is more efficient to develop in-house products and services similar to ours or use our competitors' product and services; and

	·	revenue if the combined institution is able to negotiate a greater volume discount for, or discontinue the use of, our products and services.

The ATM and electronic transaction processing industries are increasingly competitive, which could adversely impact our results from operations and financial condition.

The ATM business is and can be expected to remain highly competitive. While our principal competition comes from national and regional banks, we also compete with independent ATM companies. All of these competitors offer services similar to or substantially the same as those offered by our company. Most of these competitors are larger, more established and have greater financial and other resources than our company. Such competition could prevent us from obtaining or maintaining desirable locations for our machines or could cause us to reduce our user fees generated by our ATM’s or could cause our profits to decline.

The independent ATM business has become increasingly competitive since entities other than banks have entered the market and relatively few barriers exist to entry. We face intense competition from a number of companies. Further, we expect that competition will intensify as the movement towards increasing consolidation within the financial services industry continues. Many of our competitors have significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we do.

In the market for electronic transaction processing, the principal factors on which we compete are price and service levels. The future growth of our revenues in this market is dependent upon securing an increasing volume of transactions. If we cannot control our transaction processing expenses, we may not remain price competitive and our revenues will be adversely affected.

In addition to our current competitors, we expect substantial competition from established and new companies. We cannot assure you that we will be able to compete effectively against current and future competitors. Increased competition could result in price reductions, reduced gross margins or loss of market share.

If the computer network and data centers we use were to suffer a significant interruption, our business and customer reputation could be adversely impacted and result in a loss of customers.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of the computer network systems and data centers we use. Any significant interruptions could severely harm our business and reputation and result in a loss of customers. Our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Although we have taken steps to prevent a system failure, we cannot be certain that our measures will be successful and that we will not experience system failures. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

We may be unable to defend ourselves from claims of intellectual property infringements, which could have a negative impact on our results of operations.

Although we believe that our business operations do not infringe upon third parties’ intellectual property rights, third parties may assert infringement claims against us in the future. In particular, there has been a substantial increase in the issuance of business process patents for Internet-related business processes, which may have broad implications for all participants in Internet commerce. Claims for infringement of these patents are becoming an increasing source of litigation. If we become subject to an infringement claim, we may be required to modify our products, services and technologies or obtain a license to permit our continued use of those rights. We may not be able to do either of these things in a timely manner or upon reasonable terms and conditions. Failure to do so could seriously harm our business and operating results. In addition, future litigation relating to infringement claims could result in substantial costs to us and a diversion of management resources. Adverse determinations in any litigation or proceeding could also subject us to significant liabilities and could prevent us from using some of our products, services or technologies.

Risks Related to Our Common Stock

Currently there is no active market for our common stock.

There is not currently an active trading market for the shares. Following the effectiveness of this registration statement, we intend to request that a broker-dealer / market maker submit an application to make a market for our shares on the OTC Bulletin Board. However, there can be no assurance that the application will be accepted or that any trading market will ever develop or be maintained on the OTC Bulletin Board, pink sheets or any other recognized trading market or exchange. Any trading market for the common stock that may develop in the future will most likely be very volatile, and numerous factors beyond the control of the Company may have a significant effect on the market. Only companies that report their current financial information to the SEC may have their securities included on the OTC Bulletin Board. Therefore, only upon the effective date of this registration statement will our shares become eligible to be quoted on the OTC Bulletin Board. In the event that we lose our status as a "reporting issuer," any future quotation of its common stock on the OTC Bulletin Board may be jeopardized.

Our Preferred Stock could be issued to inhibit potential investors or delay or prevent a change of control that may favor you.

Some of the provisions of our certificate of incorporation, our bylaws and Delaware law could, together or separately, discourage potential acquisition proposals or delay or prevent a change in control. In particular, our board of directors is authorized to issue up to 10,000,000 shares of preferred stock (less any outstanding shares of preferred stock) with rights and privileges that might be senior to our common stock, without the consent of the holders of the common stock.

Our Common Stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of common stock in the public market, or upon the expiration of any statutory holding period, under Rule 144, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our Common Stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Provisions of our Articles of Incorporation and Delaware law could deter a change of control, which could discourage or delay offers to acquire the Company.

Provisions of our Articles of Incorporation and Delaware law may make it more difficult for someone to acquire control of the Company or for our stockholders to remove existing management, and might discourage a third party from offering to acquire the Company, even if a change in control or in management would be beneficial to stockholders. For example, our Articles of Incorporation allows us to issue 10,000,000 shares of preferred stock without any vote or further action by stockholders.

Volatility in our Common Stock price may subject the Company to securities litigation.

The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The elimination of monetary liability against the Company’s directors, officers and employees under the Company’s Articles of Incorporation, By-Laws and Delaware law, and the existence of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation and By-Laws contain a provision that provides for indemnification of directors and officers against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement by any such person in any proceeding that they are made a party to by reason of being or having been directors or officers of the Company, except in relation to matters as to which any such director or officer shall be adjudged to be liable for his own negligence or misconduct in the performance of his duties. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit the Company and our stockholders.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholders.

DETERMINATION OF OFFERING PRICE

The $0.25 per share offering price of our Common Stock was determined by based on the $0.25 per share sales price of our Common Stock in private placement transactions of an aggregate of 309,000 shares consummated on March 3, 2010. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value.

We intend to apply to request a broker-dealer apply to have our common stock quoted on the OTC Bulletin Board upon our becoming a reporting entity under the Exchange Act. We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus is a part. If our Common Stock becomes is quoted on the OTC Bulletin Board and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the Selling Stockholders named in this prospectus.

DILUTION

The Common Stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

SELECTED FINANCIAL DATA

The following selected statement of operations data contains statement of operations data and balance sheet data of the Company from the date of inception through November 30, 2009 . The statement of operations data and balance sheet data were derived from the audited financial statements. Such financial data should be read in conjunction with the financial statements and the notes to the financial statements starting on page F-1 and with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

Statement of Operation Data:

Statement of Operations:	For the Period ended November 30, 2009
Revenue	$	-
Expenses	$	-
NET LOSS	$	-
Weighted Average Shares Outstanding – Basic and Diluted		4,000,000

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

You should read the following discussion together with "Selected Historical Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this prospectus. We use terms such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

THE COMPANY

Organization and Basis of Presentation

The Company was incorporated in the State of Delaware on November 25, 2009. As of November 25, 2009, we own three Automated Teller Machines (“ATMs”) and manage 19 ATMS throughout upstate New York

On November 25, 2009, we entered into an asset purchase agreement with Fresca Worldwide Trading Corp. (“Fresca”), a Nevada corporation , to purchase from Fresca all its assets including without limitation three ATMs and the rights to manage 19 other ATMS throughout upstate New York. The acquisition was completed on November 25, 2009. Prior to such acquisition of assets, we had no operations or assets.

Overview

We own and/or manage a total of 22 Automated Teller Machines, or ATMs, located at 19 different merchants in Onondaga County in upstate New York.

Our revenues are principally derived from two types of fees which we charge for processing transactions on our ATM network. We receive an interchange fee from the issuer of the credit or debit card for processing a transaction when a cardholder uses an ATM in our network. In addition, in most cases we receive a surcharge fee from the cardholder when the cardholder makes a cash withdrawal from an ATM in our network.

Surcharge/convenience fees are fees assessed directly to the consumer utilizing the ATM terminals owned by the Company. The surcharge/convenience fees assessed range from $1.50 to $4.00 based upon a cash withdrawal transaction from the ATM terminals.

Interchange fees are fees assessed directly to the card issuer of the consumer. The interchange fees are comprised of two fees: (1) an interchange fee ranging from approximately $0.40 to $0.55 based upon each cash withdrawal transaction; and (2) an interchange fee ranging from approximately $0.15 to $0.25 based upon an account inquiry by the consumer.

We compete in a fragmented industry in which no one firm has a significant market share and can strongly influence the industry outcome. Our industry is populated by a large number of financial institutions and Independent Sales Organizations, or ISOs, which deploy ATMs. The industry we compete in is also characterized by essentially undifferentiated services.

Additionally, the industry in which we compete is showing increasing signs of being an industry in decline. Reasons for this market decline include:

	·	Emergence of debit cards, “pay pass” machines and RFID as substitutes for cash in making purchases;

	·	Increasing acceptance of debit cards by younger demographics; and

	·	Market saturation of prime ATM locations in the U.S.

The demand for our ATM services is primarily a function of population growth and new business creation to serve that population growth.

Our business strategy to grow our business includes the following:

	·	Acquiring additional ATMs from borrowings or financings from private placement of our securities;

	·	Continuing to search for profitable locations for the placement of our ATM’s; and

	·	Grow our margins by conservatively hiring additional staff on as-needed basis.

Industry Trends

We have noted the following trends in the ATM industry which we expect to continue in the foreseeable future:

	·	A consolidation in the banking industry, causing the number of different financial institutions and different ATM networks to decline. Generally, users who use ATMs affiliated with their banks are not charged surcharge fees. This consolidation and resulting proliferation of affiliated ATM’s is causing regional operators who charge surcharge fees, such as our Company, to lose current and potential customers, market share and revenue.

	·	A marked increase in the acceptance and utilization of consumers and retailers ATMs cards which can also be used as either a credit card or debit card.

	·	An increase in the public’s use of bank cards as a either credit or debit card as compared to utilizing cash to make purchases.

	·	An increase in the number and proliferation of ATM sites by national banking institutions which facilitate their customers access to cash and making stand alone ATMs, such as ours, less necessary.

	·	An increase in and public awareness of identity theft and ATM fraud often perpetuated by persons manipulating and damaging stand alone ATM’s such as ours, which may cause potential customers to be weary of utilizing ATM machines not affiliated with regional or national banking institutions, including our ATM’s.

	·	National banks lowering their surcharge fees relative to stand alone ATM’s, such as ours

	·	An increase in banks’ affiliations with other institutions (e.g., airlines, merchants, charities) which enable customers to use their bank cards as credit/debit cards and earn points redeemable at such other institutions

	·	A decrease in merchants’ required minimum purchases before accepting a customers’ credit cards and bank cards which can be used as a credit or debit card;

	·	The ability of a customer to receive cash back from a merchant when using his/her debit cards to make a purchase at the merchant, thereby decreasing the need for the customer to use an ATM.

	·	Credit card processors diversifying their business by taking advantage of existing relationships with merchants to place ATMs at sites with those merchants.

	·	Number of retailers issuing their own in-store credit cards and offering their customers utilizing such retailer’s credit card with discounted merchandise.

	·	Companies that have the capability to provide both back office services and ATM management services.

Consolidators in the business such as TRM/E-Funds and Cardtronics/E-trade.

We expect these trends to increase which could harm our business and operations if we fail to grow our business.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our consolidated balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition Policies

The Company derives its primary revenue from the sources described below, which includes surcharge revenue and interexchange revenue. Surcharge fees are added fees which the Company charges the ATM user for dispensing cash. The Company receives all of the Surcharge fees on the ATMs it owns or services but none of the Surcharge fees on third party owned ATMs in its network. Interexchange fees are fees charged between banks for transferring money. The Company receives all of the interexchange fees on ATMs in its network whether owned or not.

Recent Accounting Pronouncements

In May 2009, the FASB issued ASC 855, “Subsequent Events”. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 was effective for the Company for the period ending June 30, 2009. The adoption did not have a material impact on the Company’s financial statements.

In June 2009, the FASB issued ASC 105, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles,” which created a single source of authoritative nongovernmental U.S. GAAP. The Codification was effective for the Company’s interim and annual periods ending after September 15, 2009. Upon adoption, all existing non-SEC accounting and reporting standards were superseded. All other non-SEC accounting literature not included in the Codification are considered non-authoritative. The required disclosures have been incorporated into and did not have a material impact on the Company’s financial statements.

Onyx does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

Liquidity and Capital Resources

Our primary liquidityand capital resource needs are to finance the costs of our operations and to make capital expenditure.

We were incorporated on November 25, 2009 and are in the start up phase. As of November 30, 2009, we have $6,100 in cash and three ATM machines owned by the company with management rights for 19 others.

We believe that the Interexchange revenue and Surcharge revenue received through the operation of these ATM machines will provide us with the resources necessary to satisfy our liquidity needs for the next twelve months. To the extent that such funds are insufficient, our shareholders have agreed to fund our operations for the next twelve-month period and beyond in the form of a loan or loans. However, there is no formal agreement with our shareholders, in writing or otherwise, and accordingly may not be enforced against them in the event that our shareholders decide not to continue to fund the Company.

BUSINESS

General

We are currently a provider of both privately-owned and company-owned Automatic Teller Machines , or ATM’s, in Onondaga County in upstate New York. The Company receives revenues from the collection of the surcharge revenues and inter-exchange revenues.

Organization and Basis of Presentation

The Company was incorporated in the State of Delaware on November 25, 2009. As of November 25, 2009, we own three Automated Teller Machines (“ATMs”) and manage 19 ATMS throughout upstate New York

On November 25, 2009, we entered into an asset purchase agreement with Fresca Worldwide Trading Corp. (“Fresca”), a Nevada corporation , to purchase from Fresca all its assets including without limitation three ATMs and the rights to manage 19 other ATMS throughout upstate New York. The acquisition was completed on November 25, 2009. Prior to such acquisition of assets, we had no operations or assets.

ATMs

We deploy and operate ATM’s primarily under the following two programs:

Full placement program.

Merchant-owned program

ATM Relationships. Our ATMs are purchased from Triton Systems and to a lesser extent, from Tranax Corporation. We believe that the large quantity of ATMs from these manufacturers enables us to receive favorable pricing. In addition, we maintain close working relationships with these manufacturers in the course of our business, allowing us to stay informed regarding product updates and to minimize technical problems with purchased equipment. Although a majority of our ATMs are from Triton Systems, we believe that our relationship with Tranax Corporation is good and that we would be able to purchase the ATMs we require from them if we were no longer able to purchase ATMs from Triton Systems.

Merchant Customers. We have contracts with a limited number of regional customers. We own and/or manage a total of 22 privately owned Automated Teller Machines, or ATM’s, located at 19 different merchants in Onondaga County in upstate New York. The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of our full placement programs, the contract terms for contracts currently in place typically include:

·	an initial term of at least five years;

·	ATM exclusivity at locations where we install an ATM and, in many cases, a right of first refusal for all other locations;

·	a requirement that the merchant provide a highly visible space for the ATM and signage;

·	protection for us against underperforming locations by permitting us to increase the withdrawal fee or remove ATMs; and

·	provisions making the merchant's fee variable depending on the number of ATM transactions.

New contracts under our merchant-owned or rental arrangements typically include seven year terms with other terms similar to our full placement contracts, as well as the following additional terms:

·	provisions imposing an obligation on the merchant to ensure the ATM is operational at all times its store is open to the public; and

·	provisions that require a merchant to use its best efforts to have any purchaser of the merchant's store assume our contract.

We upgrade our ATM machines in compliance with ATM technology. All ATM machines we operate are upgraded with triple DES encryption, which is compliant with the ATM industry regulations. This upgrade reduces the number and frequency of service calls due to outages and other ATM related problems and, in turn, reduces the cost of maintaining each ATM machine. The smart technology allows us to determine on a preset time basis the operational status of the ATM. It also tells us which vault cash is low, and the number of times the ATM has been used, as well as other helpful information that helps us provide better service to our ATM using public.

Breach of contracts

Although our merchant-owned ATM customers have multi-year contracts with us for transaction processing services, due to competition, some of these customers may leave us for our competitors prior to the expiration of their contracts, or may not renew their contracts upon their expiration. Additionally, some merchants may sell or close their stores. When these events occur, we pursue these customers to continue to utilize our processing services with us or alternatively, in the event they terminate their relationship with us prior to the expiration of their contacts, we seek payment of damages under a breach of contract clause in our contracts.

Our ATM Network

General. ATM locations in our network are concentrated in upstate New York. The following lists the names and locations of ATM’s either owned and/or managed by us.

ATMS owned by Company

Make/Model	Location

Triton 9100	Bada Bing, 234 Wolf St., Syracuse, NY 13208

Tranax HT-1100	Looker’s, Inc., 1400 N. Salina St., Syracuse, NY 13208

Triton 9100	Valkyrie Club, 1637 N. Salina St., Syracuse, NY 13208

ATMs managed by Company

Triton 9500	#1 Convenience, 1000 Butternut St., Syracuse, NY 13208

Triton 9100	Burnet Deli, 832 Burnet Ave., Syracuse, NY 13203

Triton 9500	C&C Mini Mart, 1431 N. Salina St., Syracuse, NY 13208

Triton 9500	Corner Convenience, 2817 S. Salina St., Syracuse, NY 13205

Triton 9500	Downtown Smoke Shop, 359 S. Salina St., Syracuse, NY 13202

Tranax 1000	Franco’s Cased & Kegs, 2008 South Ave., Syracuse, NY 13207

Triton 9500	Glen Haven, Inc., 7434 Fair Haven Rd., Homer, NY 13077

Triton 9500	Ho-Beaus, 105 West St., Homer, NY 13077

Triton 9500	J. Dubs, Inc., 6735 Route 41, Homer, NY 13077

Triton 9100	Lake St. Lanes, 10 Lake St., New Berlin, NY 13411

Triton 9500	Mondo’s Convenience, 1127 S. Salina St., Syracuse, NY 13208

Triton 9100	Michael’s Beverage, 1601 Bellevue Ave., Syracuse, NY 13204

Triton 9100	Northside Market, 106 Oak St., Syracuse, NY 13203

Tranax 1000	Paul’s Big M. W, 1st & Utica Sts., Oswego, NY 13126

Triton 9100	Pavia’s Super Mkt., 854 N. Salina St., Syracuse, NY 13208

Triton 9500	Rich’s Deli, 413 Milton Ave., Syracuse, NY 13204

Triton 9500	Salina Dollar Discount, 111 E. Seneca Tpk., Syracuse, NY 13205

Triton 9500	Syracuse Upstate Market, 124 Merriman Ave., Syracuse, NY 13204

Triton 9100	Trapper’s Pub, 5950 Butternut Dr., E. Syracuse, NY 13057

The operation of the network involves the performance of many complementary tasks and services, including principally:

·	acquiring ATMs for us or our customers;

·	selecting locations for ATM’s and entering into leases for access to those locations;

·	in the case of third party merchants, establishing relationships with them for processing transactions on their ATM’s;

·	establishing relationships with national and regional card organizations and credit card issuers to promote usage of ATM’s in the network;

·	processing transactions conducted on ATM’s;

·	supplying ATMs with cash and monitoring cash levels for re-supply,;

·	monitoring ATM operations and managing the service needs of ATM’s; and

·	managing the collection of fees generated from the operation of the network.

ATM Locations. We believe that the profitable operation of an ATM is largely dependent upon its location. Thus, we devote significant effort to the selection of locations that will generate high cardholder utilization. Additionally, we believe the availability of attractive sites is a principal factor affecting our ability to achieve further market penetration. We attempt to identify locations in areas with high pedestrian counts where people need access to cash and where use of the ATM is convenient and secure. In addition, we believe such locations also provide a convenience to the retailer who may wish to avoid the financial exposure and added overhead of offering check-cashing services to their customers. Key target locations for our ATMs include the following

·	convenience stores and combination convenience stores and gas stations,

·	regional retailers,

·	bars/clubs,

·	theaters, and

·	bowling alleys.

Our goal is to secure key locations in advance of our competitors as we believe cardholders generally establish a pattern of continued usage of a particular ATM. Further, we believe such patterned usage will continue unless there are frequent problems with the location, such as a machine being out of service.

We enter into leases for our ATM locations. The leases generally provide for the payment to the lessor of either a portion of the fees generated by use of the ATM or a fixed monthly rent. Most of our leases have a term of approximately five years with a five-year renewable terms. We generally have the right to terminate a lease if the ATM does not meet certain performance standards. The lessor generally has the right to terminate a lease before the end of the lease term if we breach the lease agreement or become the debtor in a bankruptcy proceeding.

Typical ATM Transaction. In a typical ATM transaction in our network, a debit or credit cardholder inserts a credit or debit card into an ATM to withdraw funds or obtain a balance inquiry. The transaction is routed from the ATM to a processing center at Meta Bank. First Data or Columbus Data by dedicated dial-up communication links. The processing center computers identify the card issuer by the bank identification number contained within the card's magnetic strip. The transaction is then switched to the local issuing bank or card organization (or its designated processor) for authorization. Once the authorization is received, the authorization message is routed back to the ATM and the transaction is completed.

Authorization of ATM transactions. Transactions processed on ATM’s in our network are the responsibility of the card issuer. We are not liable for dispensing cash in error if we receive a proper authorization message from a card issuer.

Transaction Volumes. We monitor the number of transactions that are made by cardholders on ATM’s in our network. The transaction volumes processed on any given ATM are affected by a number of factors, including location of the ATM, the amount of time the ATM has been installed at that location, and market demographics. Our experience is that the number of transactions on a newly installed ATM is initially very low and increases for a period of three to nine months after installation as consumers become familiar with the location of the machine.

Competition

Individuals seeking ATM-related services have a variety of choices at banking locations and within retail establishments. The convenience cash delivery and balance inquiry market is, and we expect it to remain, highly competitive due to the fact that there are few barriers to entry into the business. Our principal competition arises from other independent sales organizations, or ISOs, similar to the Company including Innovus, TRM Corp, IMS and Cardtronics. We also compete with numerous national and regional banks that operate ATM’s at their branches and at other non-branch locations. In addition, we believe that there will be continued consolidation in the ATM industry in the United States. Accordingly, new competitors may emerge and quickly acquire significant market share.

Competitive factors in our business include network availability and response time, price to both the card issuer and to our customers, and ATM locations. Our principal competitors are national ATM companies that have a dominant share of the market. These companies have greater sales, financial, production, distribution and marketing resources than ours.

We have identified the following additional categories of ATM network operators:

Financial Institutions. Banks have been traditional deployers of ATMs, which have customarily been located at their banking facilities. In addition, the present trend is for many banks to place ATMs in retail environments when the bank has an existing relationship with the retailer. This practice presents both a threat and an opportunity. It is a threat if the financial institution chooses to manage this program on its own, whereby it would limit the ATM locations available to us. On the other hand, it may be an opportunity if the financial institution chooses to outsource the management of this type of program to companies such as ours.

·	Credit Card Processors. Several of the credit card processors have diversified their business by taking advantage of existing relationships with merchants to place ATMs at sites with those merchants.

·	Third Party Operators. This category includes data processing companies that have historically provided ATM services to financial institutions.

·	Companies that have the capability to provide both back office services and ATM management services.

·	Consolidators in the business such as TRM/E-Funds and Cardtronics/E-Trade.

Management believes that many of the above providers, with the exception of Cardtronics, deploy ATMs to diversify their operations and that the operation of the ATM network provides a secondary income source to a primary business.

In April 1996, national debit and credit card organizations changed the rules applicable to their members to permit the imposition of surcharge/convenience fees. Since such time, there has been increased competition, both from existing ATM network operators and from new companies entering the industry. There can be no assurance that we will compete successfully with national ATM companies. A continued increase in competition could adversely affect our margins and may have a material adverse effect on our financial condition and results of operations.

ATM Network Technology

Most of the ATMs in our network are manufactured by Triton and Tranax. Due to the wide range of advanced technology available, we are able to supply our customers with state-of-the-art ATMs providing electronic features and reliability through sophisticated diagnostics and self-testing routines. The various machine types perform functions ranging from the basic routines, which include dispensing cash, displaying account information, and providing a receipt to the user, to more sophisticated routines such as dispensing stamps or coupons and providing advertising revenue through the use of monochrome or color monitor graphics. Many of our ATMs are modular and upgradeable so we may adapt them to provide additional services in response to changing technology and consumer demand. Our field services staff tests each ATM prior to placing it in service.

Vault Cash

Currently we are using our own cash for three ATMs in New York State. The vault cash is replenished periodically based upon cash withdrawals. For the remaining 19 ATMs in our network, such as merchant-owned ATMs, ATMs owned by other third party owners, the vault cash is replenished by such merchants or other third parties.

Significant Relationships

We have a limited number of regional customers. We own and/or manage a total of 22 privately owned Automated Teller Machines, or ATMs, located at 19 different merchants in Onondaga County in upstate New York. Although, we do not rely on any single merchant for our revenues, our Company would suffer dramatically if a significant number of merchants decided to stop using our ATM’s.

Trademarks

We not have any trademarks.

Software Copyrights

We do not have any software copyrights.

Regulatory Matters

New York State

New York State has several acts and regulations which pertain to the ATM industry, including the New York Banking Law and the ATM Safety Act. The ATM Safety Act mandates and proscribes the following for banking institutions that operate one or more ATMs within New York State: surveillance cameras, adequate lighting, locking devices for indoor ATMs to permit entry only to persons using a magnetic-strip plastic card of similar device, access and compliance with building codes to permit an unobstructed view of the interior of the ATM facility, reflective mirrors as necessary to permit a person entering an indoor ATM facility to view areas within such facility that are otherwise concealed to plain view, certain signage. Although we are not a “banking institution” as defined in the ATM Safety Act and are not required to comply with the requirements of the Act, if New York State determines that such requirements are to be extended to our business, it will have a material adverse effect on our margins and operations.

Surcharge Regulation. The imposition of surcharge fees is not currently subject to federal regulation. There have been various efforts in the United States and in New York State to ban or limit transaction fees. We are not aware of any existing bans or limits on transaction fees applicable to us. We cannot guarantee, however, that transaction fees will not be banned or limited in New York. Such a ban or limit could materially limit or reduce our ATM revenues.

Electronic Funds Transfer Act. The United States Electronic Funds Transfer Act, while directed principally at banks and other financial institutions, also has provisions that apply to us. In particular, the Act requires ATM operators who impose withdrawal fees to notify a customer of the withdrawal fee before the customer completes a withdrawal and incurs the fee. Notification must be made through signs placed at or on the ATM and by notification either on the ATM screen or through a print-out from the ATM. All of our ATM’s provide both types of notification.

Americans with Disabilities Act. The Americans with Disabilities Act, or the ADA, currently includes provisions regulating the amount of clear floor space required in front of each ATM, prescribing the maximum height and reach depth of each ATM and mandating that instructions and all information for use of the ATM be made accessible to and independently usable by persons with vision impairments. The United States Department of Justice is currently drafting new accessibility guidelines under the ADA that will cover virtually all aspects of commercial activity relating to disabled persons. We expect that these new guidelines will include provisions that will require our ATMs to be more accessible to the disabled. Under the current proposals, height and reach requirements would be shortened, keypads would be required to be laid out in the manner of telephone keypads with selected Braille symbols, and ATMs would be required to have process speech capabilities. These new guidelines would affect the manufacture of ATM equipment going forward and could require us to retire or upgrade many of the ATMs we own, potentially at significant cost to us. This also applies to those merchant-owned ATM’s where we are not responsible for upgrade costs. The comment period on the proposed guidelines ended May 31, 2005. No guidelines have yet been promulgated. Should the guidelines proposed become final, new equipment in new locations will be required to comply with new accessibility requirements.

Anti-fraud Initiatives. Because of reported instances of fraudulent use of ATMs, legislation is pending that would require New York State or federal licensing and background checks of ATM operators. There are proposals pending in New York State, which would require merchants that are not financial institutions to be licensed in order to maintain an ATM on their premises; other jurisdictions currently require such licensing. New licensing requirements could increase our cost of doing business in those markets.

Electronic Financial Transactions Network Regulations. Electronic Financial Transactions Networks, or EFTN, has adopted extensive regulations that are applicable to various aspects of our operations. These regulations include the encryption standards described more fully below and limitations on the maximum amount of cash that can be withdrawn from each machine. As described in “Triple DES” below, we will need to convert our ATMs to the new encryption standards by their compliance dates. With respect to all other EFTN regulations, we believe that we are in material compliance with the regulations that are currently in effect and, if any deficiencies were discovered, we would be able to correct them before they had a material adverse impact on our business.

Network Regulations. National and regional networks have adopted extensive regulations that are applicable to various aspects of our operations and the operations of other ATM network operators. We believe that we are in material compliance with these regulations and, if any deficiencies were discovered, that we would be able to correct them before they had a material adverse impact on our business.

Triple DES. The Digital Encryption Standard, or DES, is the encryption standard that ATMs use to encrypt the personal identification number that is transmitted to the processing agent during an ATM transaction. Due to concerns over the increased processing power of computers and their potential to decode the DES encryption, MasterCard International (MasterCard) and VISA have advised all ATM operators that any ATM using its network must be compliant with the more rigorous and secure Triple Data Encryptions Standard Compliance “Triple DES” standard.

Triple DES uses an enhanced encryption key pad residing in ATMs and point-of-sale terminals that makes it far more difficult for even the fastest computers to determine all the possible algorithmic combinations used to scramble the consumer’s personal identification number (PIN). The use of Single DES keys, while effective for decades without any known security breaches by computer hackers, is now thought to be vulnerable to today's faster computer processors.

The nation's largest PIN-based debit network, Star, which is owned by First Data Corp., a company based in Omaha, Nebraska, mandated that after June 30, 2003, all new and replacement ATMs must be capable of supporting Triple DES transactions. MasterCard required every new or replaced ATM to be Triple DES compliant by April 1, 2002 and that all ATMs that are installed or to be installed must be Triple DES compliant by March 31, 2005. VISA had given the networks until December 31, 2005 to be Triple DES compliant. All of our ATMs are equipped with Triple DES encryption. All new ATM’s that we purchase are Triple DES compliant.

Employees

At November 30, 2009, we do not have any full-time employees. Ms. Burton and Ms. Passalaqua are the company’s officers. Both Ms. Burton and Ms. Passalaqua spend approximately 30% of their time on our Company’s business.

Our employee is not represented by a labor union. We have not experienced work stoppages and consider our employee relations to be good. Our business is highly automated and we outsource specialized, repetitive functions such as cash delivery and security. As a result, our labor requirements for operation of the network are relatively modest and are centered on monitoring activities to ensure service quality and cash reconciliation and control.

DESCRIPTION OF PROPERTIES

The following is a description of our properties:

Location	Approximate Square Footage	Use

Liverpool, NY	750 sq. ft.	General office use; operations, accounting, and related administration.

Liverpool, NY	300 sq. ft.	General warehouse use, equipment storage, and maintenance operations.

We lease our general office and warehouse space in Liverpool, NY pursuant to a three year lease on November 29, 2009 with Mary Passalaqua, a principal stockholder, officer and director of the Company. Pursuant to the lease, the property can only be used for ATM ownership and management. The lease term is from December 1, 2009 through November 30, 2012. Our rent is $3,600 per year payable $300 per month, subject to adjustment if the real estate taxes on the land and buildings, of which the leased properties are a part, are in excess of the amount of the real estate taxes thereon for the former fiscal year. We did not pay a security deposit. We are responsible for utilities for the leased properties and we may not sublet any portion of the property without the consent of Mary Passalaqua.

We believe the terms of the lease are fair, and the monthly lease rate is at or below the cost for comparable space.

In general, all facilities are in good condition and are operating at capacities that range from 80% to 100%. All facilities are leased under operating leases. In comparison to similar facilities in the area, we believe the terms of the lease are fair, and the monthly lease rate is at or below the cost for comparable space.

LEGAL PROCEEDINGS

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our Common Stock. We intend to request a registered broker-dealer to apply to have our common stock listed on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of the date of this prospectus, we have 44 registered stockholders.

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.

Securities authorized for issuance under equity compensation plans

As of the date of this prospectus, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

Shares Eligible for Future Sale

There is no established trading market for our Common Stock. Future sales of substantial amounts of our common stock in the trading market could adversely affect market prices.

This is an offering of 309,000 shares of our Common Stock by the selling stockholders, all of which has issued to the selling stockholders. As of March 9, 2010, we have presently 4,309,000 shares of Common Stock issued and outstanding. None of the 4,309,000 shares is currently eligible for resale under Rule 144.

Rule 144 Shares

After February 15, 2008, a person who has beneficially owned shares of a company’s common stock for at least six months is entitled to sell within any three month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding, which, in our case, would equal approximately 43,090 shares of our common stock as of the date of this prospectus.

Consequently, as of March 9, 2010 there are approximately 4,309,000 shares of our Common Stock held by 44 shareholders of record, none of which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Under Rule 144(b), a person who is not one of the company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Penny Stock Regulations

Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer's average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of March 3, 2010 by (i) each executive officer named under “Executive Compensation,” (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our Common Stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our Common Stock listed as owned by such person. Unless otherwise noted, the address for each reporting person below is c/o Onyx Service & Solutions, Inc. located at 7337 Oswego Road, Liverpool, New York 13090 and our telephone number is (315) 451-4822.

Name and Address of Beneficial Holder	Shares of Common Stock		Percentage of Common Stock(1)
Margaret A. Burton Secretary and a director 6204 Beaver Run Jamesville, NY 13078		2,000,000		46.4	%

Mary Passalaqua President, Chief Executive Officer and a director 106 Glenwood Drive. S. Liverpool, NY 13090		2,000,000		46.4	%

All executive officers and directors as a group (without naming them) (1 person)		4,000,000		92.8	%

(1)

Applicable percentage of ownership is based on 4,309,00 shares of Common Stock issued and outstanding. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our Directors and Executive Officers

The following table sets forth information regarding the members of our board of directors and our executive officers and other significant employees. All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.

Name	Age	Position
Margaret A. Burton	45	Secretary and a director

Mary Passalaqua	60	President, Chief Executive Officer and a director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

Margaret A. Burton is a graduate of Trident Charleston Technical and Onondaga Medical Career School and has earned a Teaching Assistant Certification from the New York State Dept. of Education. Ms. Burton was employed as a Teaching Assistant by the Jamesville Dewitt Central School from October 10, 1997 through November of 2000. She was employed as Parent Advocate by the Jamesville-Dewitt School District form September 2002 through June 2005. Since September 2005, she has been employed part-time as a Teaching Assistant with the Jamesville-Dewitt Central School and from September 2006 has been the After-School Program Staff Supervisor for Casey’s Place at the Elmcrest Children’s Center. Ms. Burton has been serving on the Board of Directors and as Secretary since November 25, 2009.

Mary Passalaqua is a 1969 graduate of Liverpool High School in Liverpool, New York. From 1992 to 1999, Ms. Passalaqua was Assistant Financial Officer for American Telecom, Inc., located in Liverpool, New York. From 2000 through 2006, Ms. Passalaqua was an owner and secretary at Laqua’s 491 Chevrolet. Ms. Passalaqua was the Managing Member of Cobalt Blue, LLC from 2003 through 2006. She became President and Director of Callaway Properties, Inc. in March 2004 and our President, Chief Financial Officer and director from November 25, 2009.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

Significant Employees

We have no employees other than Ms. Burton and Ms. Passalaqua as the company’s officers. We conduct our business through agreements with consultants and arms-length third parties. Both Ms. Burton and Ms. Passalaqua spend approximately 30% of their time on our Company’s business.

Committees of the Board of Directors

Our audit committee presently consists of Ms.Passalaqua, our president, chief executive officer and non-independent director. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our officers and directors serves in all the above capacities.

Employment Agreements

The Company is not a party to any employment agreements.

EXECUTIVE COMPENSATION

Management Compensation

We have not paid any salary, bonus or other compensation to Margaret A. Burton or Mary Passalasua, our officers and directors, since our inception. We presently have no compensation arrangements with Ms. Burton or with Ms. Passalaqua.

Stock Option Grants

No stock options or stock appreciation rights under any stock incentive plans or otherwise were granted to Ms. Burton and Ms. Passalaqua since our inception.

Director Compensation

We do not currently pay, nor have we in the past, paid Ms. Burton or Ms. Passalaqua, our officers and directors, any salary or fees for their services. It is however our policy to pay director expenses in attending board meetings.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under Delaware law, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article 8 of our Articles of Incorporation provide that no director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the Delaware General Corporation Law would permit indemnification.

Indemnification Against Public Policy

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The effect of indemnification may be to limit the rights of the Company and its stockholders (through stockholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

We lease our general office and warehouse space in Liverpool, NY pursuant to a three year lease, dated November 29, 2009 with Mary Passalaqua, a principal stockholder, officer and director of the Company. Pursuant to the lease, the property can only be used for ATM ownership and management. Our rent is $3,600 per year payable $300 per month, subject to adjustment if the real estate taxes on the land and buildings, of which the leased properties are a part, are in excess of the amount of the real estate taxes thereon for the former fiscal year. We did not pay a security deposit. We are responsible for utilities for the leased properties and we may not sublet any portion of the property without the consent of Mary Passalaqua. The lease expires on December 1, 2012.

SELLING STOCKHOLDERS

The securities being offered hereunder are being offered by the selling stockholders listed below or their respective transferees, pledgees, donees or successors. Each selling stockholder may from time to time offer and sell any or all of such selling stockholder’s shares that are registered under this prospectus. Because no selling stockholder is obligated to sell shares, and because the selling stockholders may also acquire publicly traded shares of our Common Stock, we cannot accurately estimate how many shares each selling shareholder will own after the offering.

All expenses incurred with respect to the registration of the Common Stock covered by this prospectus will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by any selling stockholder in connection with the sale of shares.

None of the selling stockholder is a broker dealer or an affiliate of a broker dealer that has any agreement or understanding to distribute any of the shares being registered. None of the stockholders is or has been an officer or director of our Company or any of its predecessors or affiliates within the last three years, nor has any selling stockholder had a material relationship with the Company or each other.

After due inquiry and investigation and based on information provided by the selling stockholders, none of the selling stockholders has an existing short position in our stock.

Other than as described in this prospectus, we have not in the past three years engaged in any securities transaction with any of the selling stockholders, any affiliates of the selling stockholders, or, after due inquiry and investigation, to the knowledge of the management of the Company, any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons).

On March 3, 2010, the Company consummated a sale of 309,000 shares of Common Stock to the selling stockholders for aggregate gross proceeds of $77,250, at a price of $.25 per share was exempt from registration under Section 4(2) of the Securities Act based upon our compliance with Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Transfers of such shares were restricted by the Company in accordance with the requirements of the Securities Act.

The following table sets forth the names of the selling stockholders, the number of shares of Common Stock owned beneficially by the selling stockholders as of March 9, 2010 and prior to the offering contemplated hereby, and the number of shares of our Common Stock that may be offered by the selling stockholders pursuant to this prospectus and the maximum number of shares of Common Stock which will be owned after the offering by the selling stockholders and the percentage beneficial ownership upon completion of the offering. The table and the other information contained under the captions “Selling Stockholders” and “Plan of Distribution” have been prepared based upon information furnished to us by or on behalf of the selling stockholders. All stockholders listed below are eligible to sell their shares. The percentage ownerships set forth below are based on 4,309,000 shares outstanding as of the date of this prospectus.

Name of Stockholder (3)	Total Number of Shares of Common Stock Held Prior to Offering	Number of Shares of Common Stock Held and Offered Pursuant to this Prospectus	Shares Beneficially Owned Before Offering (Percentage) (1)(2)	Shares Beneficially Owned After the Offering (Number)(1)	Shares Beneficially Owned After the Offering (Percentage) (2)
Baitsell Coby A 104 Whittemore Road Oswego, NY 13126	3,000	3,000	.*	0	0
Baitsell Jaime G 104 Whittemore Road Oswego, NY 13126	3,000	3,000	*	0	0
Barnaba Carolyn 3285 Greenleafe Drive Phoenix, NY 13135	2,000	2,000	*	0	0
Beckley Sarah 162 Brown Ave Mattydale NY 13211	2,000	2,000	*	0	0
Carbona Pattianne 123 Parker Ave Liverpool, NY 13088	3,000	3,000	*	0	0

Catricola Jayne 21 McLaughlin St Staten Island, NY 10305	3,000	3,000	*
Catricola John A 79 Belfast Ave Staten Island NY 10306	3,000	3,000	*
Catricola Mary J 8 Victoria Road Staten Island, NY 10312	3,000	3,000	*
DiMarco Christopher J 6875 Buckley Road N Syracuse, NY 13212	3,000	3,000	*
DiMarco Stephen 8535 Long Leaf Tr Liverpool, NY 13090	5,000	5,000	*
Doyle Michael 5109 S Salina St Syracuse, NY 13205	3,000	3,000	*
Edelman Freddie L 7777 Indian Hill Road Manlius NY 13104	100,000	100,000	2.32%
Emerson John P 3602 Ransom Road Jamesville, NY 13078	3,000	3,000	*
Evans Mary K 4754 Norstar Blvd Apt 203, Liverpool, NY 13088	3,000	3,000	*
Godin Amanda 123 Parker Ave Liverpool, NY 13088	3,000	3,000	*
Harlander Scott 4585 Westbrook Cir Manlius, NY 13104	6,000	6,000	*
Harper William D 10031 Carousel Center Syracuse, NY 13290	3,000	3,000	*
Kristoff Thomas 6972 Colonial Drive Fayetteville, NY 13066	5,000	5,000	*
Kruger Barbara C 18 Forester Road Liverpool, NY 13090	2,000	2,000	*

Kruger Thomas R 7678 Mountain Ash Liverpool, NY 13090	2,000	2,000	*
Lambertson Loriann 478 Englewood Avenue Staten Island, NY 10309	3,000	3,000	*
Lombardo Anthony E 790 Fairway Cir Baldwinsville, NY 13027	3,000	3,000	*
Lombardo Anthony L J 790 Fairway Cir Baldwinsville, NY 13027	3,000	3,000	*
Lombardo Corey 790 Fairway Cir Baldwinsville, NY 13027	3,000	3,000	*
Lombardo Louis P 790 Fairway Cir Baldwinsville, NY 13027	3,000	3,000	*
Martano Joseph 15 Poe Street Staten Island, NY 10307	3,000	3,000	*
McHenry Garry 234 W Foster Ave Palmyra NY 14522	3,000	3,000	*
Passalaqua John F 4055 Wetzel Road, Liverpool, NY 13090	3,000	3,000	*
Passalaqua Joseph J 8744 Riverside House Path, Brewerton NY 13029	10,000	10,000	*
Passalaqua Stephanie 8744 Riverside House Path, Brewerton NY 13029	10,000	10,000	*
Penfield Colleen M 5717 State Route 104 E Oswego, NY 13126	3,000	3,000	*
Penfield Robert W 5717 State Route 104 E Oswego, NY 13126	3,000	3,000	*

Schiltz Brenda J 209 Old Cove Road Liverpool, NY 13088	2,000	2,000	*
Sheveleva Inna 4055 Wetzel Road Liverpool, NY 13090	3,000	3,000	*
Sollish Margaret L 8 Salina Street, Baldwinsville, NY 13027	2,000	2,000	*
Stever David F 124 Lincoln Ave S Liverpool, NY 13088	3,000	3,000	*
Susko Gerald 7814 Hunt Lane, Fayetteville, NY 13066	20,000	20,000	*
Susko Lisa 7814 Hunt Lane, Fayetteville, NY 13066	20,000	20,000	*
Taylor Michele PO Box 2843 Liverpool, NY 13089	3,000	3,000	*
Toth Joan 8 Victoria Road, Staten Island, NY 10312	3,000	3,000	*
Walter Whitney A 8758 Columbine Drive Baldwinsville, NY 13027	3,000	3,000	*
Belmont Partners, LLC 360 Main Street Washington VA 22747	40,000	40,000	*

*Represents less than 1%

(1)

Under applicable SEC rules, a person is deemed to beneficially own securities which the person as the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. Each listed selling stockholder has the sole investment and voting power with respect to all shares of common stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in the footnotes to the table.

(2)	As of March 9, 2010 there were 4,309,000 shares of our Common Stock issued and outstanding. In determining the percent of Common Stock beneficially owned by a selling stockholder on March 9, 2010, (a) the numerator is the number of shares of common stock beneficially owned by such selling stockholder (including shares that he has the right to acquire within 60 days of March 9, 2010), and (b) the denominator is the sum of (i) the 4,309,000 Common Stock outstanding on March 9, 2010 and (ii) the number of shares of Common Stock such selling stockholders has the right to acquire within 60 days of March 9, 2010.

(3)	All the selling stockholders are individuals resident in the United States of America and each of them has sole voting and dispositive power over the shares beneficially owned by them.

None of the selling stockholders is a member, affiliate or associate of any broker-dealer. None of the selling stockholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates.

PLAN OF DISTRIBUTION

This prospectus is part of a registration statement that enables the selling stockholders to sell their shares on a continuous or delayed after this registration statement is declared effective by the Securities and Exchange Commission. The selling stockholders may sell some or all of their common stock in one or more transactions, including block transactions:

	·	In public markets as the common stock may be trading from time to time;
	·	In privately negotiated transactions;

	·	Through the writing of options on the common stock;
	·	In short sales; or

In any combination of the aforementioned methods of distributions.

·	the market price of our common stock prevailing at the time of sale;

·	a price related to such prevailing market price of our common stock; or

·	such other price as the Selling Stockholders determine from time to time.

The selling stockholders named in this prospectus may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent may receive a commission from the selling stockholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling stockholders are expected to pay the usual and customary brokerage fees for such services.

We can provide no assurance that all or any of the Common Stock offered will be sold by the selling stockholders named in this prospectus.

The estimated costs of this offering are $40,000. We are bearing all costs relating to the registration of the common stock. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling stockholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and be required to, among other things:

	·	Not engage in any stabilization activities in connection with our Common Stock;

	·	Furnish each broker or dealer through which Common Stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

	·	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

If an underwriter is selected in connection with this offering, an amendment will be filed to identify the underwriter, disclose the arrangements with the underwriter, and we will file the underwriting agreement as an exhibit to this prospectus.

The selling shareholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by the selling stockholders or any other such person. In the event that the selling stockholders are deemed affiliated purchasers or distribution participants within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of Common Stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In regards to short sells, if such short sale is deemed to be a stabilizing activity, then the selling stockholder will not be permitted to engage in a short sale of our Common Stock. All of these limitations may affect the marketability of the shares.

DESCRIPTION OF SECURITIES

We are authorized to issue 250,000,000 shares of common stock, $.0001 par value and 10,000,000 shares of preferred stock, par value $.0001.

Common Stock

There are issued and outstanding 4,309,000 shares of Common Stock. The holders of Common Stock are entitled to one vote per share. They are not entitled to cumulative voting rights or preemptive rights. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of Common Stock are entitled to share ratably in all assets that are legally available for distribution after payment in full of any preferential amounts. The holders of Common Stock have no subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.

Preferred Stock

There are no issued and outstanding shares of preferred stock. The Articles of Incorporation of the Company provide for 10,000,000 shares of $.0001 par value preferred stock. There are no terms or conditions set forth in the Articles with respect to such preferred stock nor are there any “blank check” provisions that would enable the Board of Directors to establish a series of preferred stock having rights, preferences, terms and conditions as designated by the Board.

Registration Rights

None.

LEGAL MATTERS

Our legal counsel, Sichenzia Ross Friedman Ference LLP, located at 61 Broadway, New York, NY 10006, is passing on the validity of the issuance of the Common Stock offered under this prospectus.

EXPERTS

Our financial statements as of November 30,2009 , included in this prospectus, have been audited by MaloneBailey, LLP our independent registered public accountants, as stated in their report appearing herein and are so included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No "expert" or "counsel" as defined by Item 509 of Regulation S-K promulgated under the Securities Act, whose services were used in the preparation of this Form S-1, was hired on a contingent basis or will receive a direct or indirect interest in us or our parents or subsidiaries, nor was any of them a promoter, underwriter, voting trustee, director, officer or employee of the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

FINANCIAL STATEMENTS

Our financial statements and notes thereto for the period from the date of the Company’s incorporation to November 30, 2009 the signature page and are incorporated by reference herein.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our Common Stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our shareholders unless requested by the individual shareholders.

ITEM 8. FINANCIAL STATEMENTS AND

CONTENTS
	Page
Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet November 30, 2009	F-2

Statements of Operations For the period from November 25, 2009 to November 30, 2009	F-3

Statements of Stockholders’ Deficit For the period from November 25, 2009 to November 30, 2009	F-4

Statements of Cash Flows For the period from November 25, 2009 to November 30, 2009	F-5

Notes to Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Onyx Service & Solutions, Inc.

Liverpool, New York

We have audited the accompanying balance sheet of Onyx Service & Solutions, Inc. (the “Company”), as of November 30, 2009 and the related statements of operations, changes in stockholders’ equity and cash flows for the period from November 25, 2009, date of inception, to November 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 audit.

We conducted our audits in accordance with 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 misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2009 and the results of its operations and its cash flows for the period from November 25, 2009, date of inception, to November 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, The Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 8, 2010

F-1

ONYX SERVICE AND SOLUTIONS, INC.

(A Development Stage Company)

BALANCE SHEET


	November 30,
	2009
ASSETS
CURRENT ASSETS:
Cash	$	6,100
TOTAL CURRENT ASSETS		6,100
TOTAL ASSETS	$	6,100

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Due to shareholders	$	36,895
TOTAL CURRENT ASSETS		36,895
TOTAL LIABILITIES		36,895

STOCKHOLDERS' (Deficit)
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, none outstanding		-
Common Stock, $0.0001 par value, 250,000,000 shares authorized,
4,000,000 shares issued and outstanding		400
Subscription receivable		(3,000	)
Additional-paid-in capital		(28,195	)
Deficit accumulated during the development state		-

TOTAL STOCKHOLDERS' DEFICIT		(30,795	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,100

See accompanying notes to financial statements

F-2

ONYX SERVICE AND SOLUTIONS, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

	Period from November 25, 2009 (Inception)
	Through November 30, 2009
Expenses

General and administrative expense	$	-

NET LOSS	$	-
	$	-
Net Loss Per Shares - Basic and Diluted	$	-
	$	-
Weighted Average Shares Outstanding - Basic and Diluted		4,000,000

See accompanying notes to financial statements

F-3

ONYX SERVICE AND SOLUTIONS, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock
	Shares		Amount		Additional Paid-in Capital			Subscription Receivable			Accumulated Deficit During Development Stage		Total Stockholders' Equity (Deficit)
Balance as of November 25, 2009		-	$	-	$	-		$	-		$	-	$	-

Capital stock issued for cash at par value ($0.0001 per share)		4,000,000		400		2,600			(3,000	)		-		-

Net liabilities assumed in purchase of Fresca's ATMs		-		-		(30,795	)		-			-		(30,795	)

Net Loss for the year		-		-		-			-			-		-

Balance as of November 30, 2009		4,000,000	$	400	$	(28,195	)	$	(3,000	)	$	-	$	(30,795	)

See accompanying notes to financial statements

F-4

ONYX SERVICE AND SOLUTIONS, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

	Period from November 25,2009
	(Inception) Through November 30,
	2009

Operating Activities:
Net Income (Loss)	$	-
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Increase (Decrease) in Accounts Payable		-

Net cash (used in) provided by operating activities		-

Investing Activities:
Cash acquired from the purchase of equipment		6,100

Net cash provided by investing activities		6,100

Financing Activities:
Proceeds from issuance of stock		-

Net cash provided by financing activities		-

Net change in Cash		6,100

Cash at Beginning of Period		-

Cash at End of Period	$	6,100

Supplemental Disclosures:
Interest paid	$	-
Income taxes paid	$	-

Noncash Investing and Financing Activities
Liabilities assumed from debts in exchange of assets acquired	$	36,895

See accompanying notes to financial statements

F-5

ONYX SERVICE AND SOLUTIONS, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND BACKGROUND

Organization and Nature of Business

The Company was incorporated in the State of Delaware on November 25, 2009. As of November 25, 2009, we own three Automated Teller Machines (“ATMs”) and manage 19 ATMS throughout upstate New York

On November 25, 2009, we entered into an asset purchase agreement with Fresca Worldwide Trading Corp. (“Fresca”), a Nevada corporation , to purchase from Fresca all its assets including without limitation three ATMs and the rights to manage 19 other ATMS throughout upstate New York. The acquisition was completed on November 25, 2009. Prior to such acquisition of assets, we had no operations or assets.

Onyx Service and Solutions, Inc. (the Company) is currently a provider of both privately owned and company owned automatic teller machines (ATM). The Company receives revenues from the collection of the surcharge revenues and inter-exchange revenues.

Organization and Basis of Presentation

The accompanying financial statements of Onyx Service and Solutions, Inc have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission.

The Company was formed under the laws of the State of Delaware. On November 25, 2009 the Company entered into an asset purchase agreement with Fresca Worldwide Trading, Corp. a Nevada Corporation, which is an affiliated entity under common control, for the purchase of its ATM assets. The Company agreed to pay Fresca Worldwide Trading, Corp. $10,400 for the purchase of its ATM assets and assumed $36,895 liabilities on November 25, 2009. As the assets purchase transaction is a transaction between entities under common control, the assets transferred are recorded at Fresca’s historical cost.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”,

which assume the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company is in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The ability of the Company to emerge from the exploration stage with respect to its principal business activity is dependent upon its successful efforts to raise additional debt and/or equity financing and generate significant revenue. These factors raise substantial doubt regarding Onyx's ability to continue as a going concern. Management plans to raise additional capital through equity and/or debt financings. The company cannot offer any assurances that it will be successful in executing its plans to continue as a going concern. The company’s financial statements at November 30, 2009 do not include any adjustments that might result from the inability to continue as a going concern.

If Onyx were unable to continue as a going concern, substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

The Company's ATM’s are located in New York State and usage of those ATM’s may be affected by economic conditions in those areas. The Company has experienced decrease in revenues due to decreased locations and worsened economic conditions.

F-6

The Company maintains cash balances with a financial institution insured by the Federal Deposit Insurance Corporation. There are no uninsured balances at November 30, 2009.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The amounts of financial instruments including cash, prepaid expenses, accounts payable and notes payable, approximated their fair values as of November 30, 2009.

PERVASIVENESS OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles required management to make

Estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

The date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company derives its revenue from surcharge revenue and inter exchange revenue. Surcharge fees are added fees which the Company charges the ATM user for dispensing cash. Inter exchange fees are fees charged between banks for transferring money. The Company receives all of the Surcharge Fees and receives a portion of the Inter exchange fees as income. The Company recognizes the net fees received as revenues.

The Company receives interchange fees for transactions on ATM’s that it owns. The Company also receives the interchange fee for transactions on ATM’s owned by third party vendors included within its network. The Company keeps and reports all interchange fees as revenues.

The Company has 3 different circumstances for recording the surcharge fee as revenue. In the first case, for ATM’s owned and serviced by the Company, the Company receives and reports all of the surcharge fees as revenue. In the second case, where the Company owns but does not service the ATM’s, the Company records the surcharge fee as revenue and records the portion of the fee paid to the owner of the ATM location as commission expense. In the third case, of ATM’s owned and serviced by third party vendors, the Company rebates all of the surcharge fee to the third party and does not report any surcharge fee revenue.

PROPERTY AND EQUIPMENT

Property and equipment are initially recorded at cost. Gains or losses on disposals are reflected as gain or loss in the

period of disposal. The cost of improvements that extend the life of plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repairs and maintenance costs are expensed as incurred. Depreciation for financial reporting purposes is computed on a straight-line basis over the estimated useful lives of five to seven years. The company valued the ATM machines acquired at zero book value as the assets acquired had been fully depreciated at the date of purchase.

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

INCOME TAXES

The Company accounts for income taxes in accordance with U.S. GAAP accounting for income tax rules, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

F-7

RECENT ACCOUNTING PRONOUNCEMENTS

Onyx does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

NOTE 4. RELATED PARTY TRANSACTIONS

On November 25, 2009, the Company entered a purchase agreement with Fresca Worldwide Trading to assume liabilities from debts in exchange for $6,100 cash within the ATM machines purchased. The total liabilities assumed is $36,895 from Fresca, owned by the same shareholders of the Company, Mary Passalaqua and Margaret Burton. The payable balance is accrued as a due to shareholders that is due on demand and does not bear interest. The balance of due to shareholders is outstanding as of November 30, 2009.

NOTE 5. COMMON STOCK TRANSACTIONS

On November 25, 2009, 4,000,000 shares of common stock were issued for cash to the Company’s two majority shareholders for $3,000 in subscriptions receivable.

As of November 30, 2009, the Company has 250,000,000 shares of common stock authorized at $0.0001 par value per share and 4,000,000 shares of common stock issued and outstanding.

NOTE 7. SUBSEQUENT EVENTS

The following event occurred subsequent to November 30, 2009:

a.)

On December 18, 2009, the Company borrowed a total of $22,000 from the two majority shareholders. The notes bear interest at 8% per annum and is payable on demand.

b.)

On March 3, 2010, the Company consummated a sale of 309,000 shares of Common Stock to the selling stockholders for aggregate gross proceeds of $77,250, at a price of $.25 per share.

c.)

On November 29, 2009, the company entered a three year lease with the company’s shareholder, Mary Passalaqua, for the general office and warehouse space in NY at a rent rate of $300 per month. The term of the lease is from December 01, 2009 and expired on November 30, 2012.

F-8

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The estimated expenses of the registration, all of which have been paid by the Company as follows:

Item	Amount
SEC filing fee	$	100
Printing and filing		800
Legal expenses, including blue sky		30,000
Accounting expenses		4,600
Miscellaneous		1,000
Total		36,500

Item 14. Indemnification of Directors and Officers.

Indemnification Against Public Policy

Item 15. Recent Sales of Unregistered Securities.

We completed a private placement of 309,000 shares of Common Stock in March 3, 2010 at a purchase price of $0.25 per share which resulted in gross proceeds of $77,250.

We completed the private placement pursuant to Regulation D and Section 4(2) under the Securities Act. Each purchaser represented to us that they were either an “accredited investor” as in Rule 501 under Regulation D of the Securities Act. Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation D. Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

Item 16. Exhibits and Financial Statement Schedules

Exhibit No.		Description

3.1		Articles of Incorporation.

3.2		By-laws.

4.1		Form of Common Stock Certificate.

5.1		Opinion of Sichenzia Ross Friedman Ference LLP.

10.1		Asset Purchase Agreement dated November 25, 2009 between the Company and Fresca Worldwide Trading Corp.

10.2		Lease agreements between Company and Mary Passalaqua dated November 29, 2009.

23.1		Consent of MaloneBailey, LLP

23.2		Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

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:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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

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

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

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

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in 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.

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

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Liverpool, New York, on the 9th day of March 2010.

	ONYX SERVICE & SOLUTIONS, INC.

	By:	/s/ Mary Passalaqua
		Mary Passalaqua
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.

/s/ Mary Passalaqua		March 9, 2010
Mary Passalaqua
President , Chief Executive Officer and director

/s/ Margaret A. Burton		March 9, 2010
Margaret A. Burton
Secretary and director

Attached files

Onyx Service & Solutions, Inc Reports

Also read