Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BCS Solutions, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation or organization)
7380
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(Primary Standard Industrial Classification Code Number)
90-0554260
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(I.R.S. Employer Identification Number)
Tyler Vorhies
1200 Laysan Teal Drive, Roseville, CA 95747
916-289-0434
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
As soon as practicable after the effective date of this registration statement
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(Approximate date of commencement of proposed sale to the public)
This is the initial public offering of the Company's common stock.
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price Fee(2)
------------- ---------- -------------- -------------- ----------
Common Stock
by Company 3,000,000 $0.01 $30,000 $2.14
(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).
(3) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $15,000.
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.
ii
BCS Solutions, Inc.
3,000,000 SHARES OF COMMON STOCK
This registration statement constitutes the initial public offering of BCS
Solutions' common stock. BCS Solutions is registering 3,000,000 shares of common
stock at an offering price of $0.01 per share for a total amount of $30,000. The
Company will sell the securities in $500 increments. There are no underwritings
or broker dealers involved with the offering.
The Company's sole officer and director, Mr. Tyler Vorhies, will be responsible
to market and sell these securities. The Company will offer the securities on a
best efforts basis and there will be no minimum amount required to close the
transaction. If all the shares are not sold, there is the possibility that the
amount raised may be minimal and might not even cover the costs of the offering
which the Company estimates at $5,000. The offering price of $0.01 per share may
not reflect the market price of the shares after the offering. The proceeds from
the sale of the securities will be placed directly into the Company's account
and there will not be an escrow account. All proceeds from the sale of the
securities are non-refundable, except as may be required by applicable laws. The
Company will pay all expenses incurred in this offering. There has been no
public trading market for the common stock of BCS Solutions.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
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 the prospectus. Any representation to the contrary is a
criminal offense.
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 is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
The date of this prospectus is May __, 2010
TABLE OF CONTENTS
Page No.
Part I
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SUMMARY OF OUR OFFERING................................................. 3
SUMMARY OF FINANCIAL DATA............................................... 5
DESCRIPTION OF PROPERTY................................................. 5
RISK FACTORS............................................................ 5
USE OF PROCEEDS......................................................... 16
DETERMINATION OF OFFERING PRICE......................................... 16
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 17
THE OFFERING BY THE COMPANY............................................. 17
PLAN OF DISTRIBUTION.................................................... 18
LEGAL PROCEEDINGS....................................................... 19
BUSINESS................................................................ 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 21
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 22
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 26
BACKGROUND OF OFFICERS AND DIRECTORS.................................... 26
EXECUTIVE COMPENSATION.................................................. 26
PRINCIPAL STOCKHOLDERS.................................................. 28
DESCRIPTION OF SECURITIES............................................... 29
REPORTING............................................................... 30
STOCK TRANSFER AGENT.................................................... 30
STOCK OPTION PLAN....................................................... 30
LITIGATION.............................................................. 30
LEGAL MATTERS........................................................... 30
EXPERTS................................................................. 30
FINANCIAL STATEMENTS.................................................... F-1
Part II
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ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ................... II-1
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS ..................... II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES ....................... II-2
ITEM 16. EXHIBITS ...................................................... II-2
ITEM 17. UNDERTAKINGS .................................................. II-2
SIGNATURES ............................................................. II-5
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
2
SUMMARY OF OUR OFFERING
BCS Solutions, Inc. has 12,000,000 shares of common stock issued and outstanding
and is registering an additional 3,000,000 shares of common stock for offering
to the public. The company may endeavor to sell all 3,000,000 shares of common
stock after this registration becomes effective. The price at which the company
offers these shares is fixed at $0.01 per share for the duration of the
offering. There is no arrangement to address the possible effect of the offering
on the price of the stock. BCS Solutions will receive all proceeds from the sale
of the common stock.
3,000,000 shares of common stock are offered by the company.
Offering price per share by the The price the company sells the shares
company of common stock is set at $0.01.
Number of shares outstanding before 12,000,000 common shares are currently
the offering of common shares issued and outstanding.
Number of shares outstanding after 15,000,000 common shares will be issued
the offering of common shares and outstanding after this offering is
completed if all shares are sold. If the
offering is not fully subscribed, less
than 15,000,000 will be outstanding
after the offering. For example, if the
Company sells 50% of the total offering,
the Company will sell 1.5 million shares
and there will be 13.5 million shares
outstanding after the offering under
these circumstances.
The minimum number of shares to be
sold in this offering None.
Market for the common shares There is no public market for the common
shares. The shares are being offered at
$0.01 per share. BCS Solutions may not
be able to meet the requirement for a
public listing or quotation of its
common stock. Further, even if BCS
Solutions common stock is quoted or
granted listing, a market for the common
shares may not develop. If a market
develops, the price of the shares in the
market may not be greater than or equal
to the price in this offering.
Use of proceeds The Company intends to use the proceeds
this offering to develop and complete
the business and marketing plan, and for
other general corporate and working
capital purposes. The expenses of this
offering, including the preparation of
this prospectus and the filing of this
registration statement, estimated at
$5,000, are being paid for by BCS
Solutions. The net proceeds will be the
gross proceeds from the offering less
the expenses of $5,000. Therefore, if
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all shares are sold in the offering, the
net proceeds will be $25,000 ($30,000
Gross proceeds - $5,000 expenses). If
all shares are not sold, the gross
proceeds will be less and may not cover
the expenses of the offering. For
example, if the Company sells 50% of the
securities, the Company will sell 1.5
million shares and there will be 13.5
million shares outstanding after the
offering under these circumstances.
Termination of the offering The offering will conclude when all
3,000,000 shares of common stock have
been sold, or 90 days after this
registration statement is declared
effective by the Securities and Exchange
Commission.
Terms of the offering The Company's president and sole
director will sell the common stock upon
effectiveness of this registration
statement.
Risk Factors You should read the "Risk Factors"
section beginning on page 5 and consider
these factors carefully before deciding
to invest in shares of our common stock.
You should rely only upon the information contained in this prospectus. BCS
Solutions has not authorized anyone to provide you with information different
from that which is contained in this prospectus. BCS Solutions is offering to
sell shares of common stock and seeking offers to buy shares of common stock
only in jurisdictions where offers and sales are permitted. 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 the
common stock.
This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by BCS Solutions. You
should very carefully and thoroughly read the more detailed information in this
prospectus and review our financial statements.
SUMMARY INFORMATION ABOUT BCS SOLUTIONS
BCS Solutions intends to offer small and medium sized businesses services that
reduce invoicing expenses, speed receipt of monies, and allow authorization and
recovery of paper drafts.
BCS Solutions will provide instant cash flow for small and medium sized
businesses and reduces expenses associated with invoicing with the services
including pre-authorized checking, electronic payments, electronic check
conversion, electronic check recovery for NSF checks, and telephone checks which
allows merchants to accept checks by telephone or fax.
BCS Solutions will offer businesses services that reduce invoicing expenses,
speed receipt of monies, allow for more payment options, and allow acceptance of
paper checks.
4
Our business and registered office is located at 1200 Laysan Teal Drive,
Roseville, CA 95747. Our contact number is 916-289-0434.
As of April 30, 2010, BCS Solutions has $8,992 of cash on hand in the corporate
bank account. The Company currently has incurred liabilities of $3,600. The
Company anticipates incurring costs associated with this offering totaling
approximately $5,000. As of the date of this prospectus, we have not generated
any revenue from our business operations. The following financial information
summarizes the more complete historical financial information found in the
audited financial statements of the Company filed with this prospectus.
SUMMARY FINANCIAL DATA
The following summary financial data should be read together with our financial
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.
BALANCE SHEET AS OF APRIL 30, 2010
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Total Assets $ 8,992
Total Liabilities $ 3,600
Shareholder's Equity $ 5,392
OPERATING DATA APRIL 21, 2010 THROUGH APRIL 30, 2010
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Revenue $ 0
Net Loss $ 3,608
Net Loss Per Share * $ 0
* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.
As indicated in the financial statements accompanying this prospectus, BCS
Solutions has had no revenue to date and has incurred only losses since
inception. The Company has had no operations and has been issued a "going
concern" opinion from their auditors, based upon the Company's reliance upon the
sale of our common stock as the sole source of funds for our future operations.
DESCRIPTION OF PROPERTY
The company does not own any real estate or other properties. The company's
office is located at 1200 Laysan Teal Drive, Roseville, CA 95747. The business
office is located at the office of Tyler Vorhies, the CEO of the company at no
charge.
RISK FACTORS
Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.
This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed.
5
The Company considers the following to be the material risks for an investor
regarding this offering. BCS Solutions should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of your entire investment. Please consider the
following risk factors before deciding to invest in our common stock.
RISKS RELATED TO THIS OFFERING
------------------------------
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK AND NOT BE ABLE TO TURN YOUR INVESTMENT INTO CASH
There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
INVESTING IN OUR COMPANY WILL RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL
PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH
The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
The offering price of $0.01 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. BCS Solutions' assets do not substantiate a share price of $0.01.
This premium in share price applies to the terms of this offering and does not
attempt to reflect any forward looking share price subsequent to the Company
obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin
Board.
THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE
CANNOT GENERATE SUFFICIENT FUNDS FROM THIS OFFERING, THE BUSINESS WILL FAIL.
There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of this Offering
will be immediately available for use by us and we don't have to wait until a
minimum number of Shares have been sold to keep the proceeds from any sales. We
can't assure you that subscriptions for the entire Offering will be obtained. We
have the right to terminate the offering of the Shares at any time, regardless
of the number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations, cash needs, and to
achieve our objectives, could be adversely affected if the entire offering of
Shares is not fully subscribed for.
6
BECAUSE THE COMPANY HAS 300,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY
The Company has 300,000,000 authorized shares, of which only 12,000,000 are
currently issued and outstanding and an up to a maximum amount of 15,000,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. The Company's management could, without the consent of
the existing shareholders, issue substantially more shares, causing a large
dilution in the equity position of the Company's current shareholders.
Additionally, large share issuances would generally have a negative impact on
the Company's share price. It is possible that, due to additional share
issuance, you could lose a substantial amount, or all, of your investment.
THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO
THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS
COMPANY
We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business. Therefore, the only way to liquidate your investment
is to sell your stock.
INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT
Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. The business objectives of the Company are also
speculative, and it is possible that we would be unable to accomplish them. The
Company's shareholders may be unable to realize a substantial or any return on
their purchase of the offered shares and may lose their entire investment. For
this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business and/or investment advisor.
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT
Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.
BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR
INVESTMENT
State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.
7
Accordingly, even if we are successful in having the Shares available for
trading on the OTCBB, investors should consider any secondary market for the
Company's securities to be limited. We intend to seek coverage and publication
of information regarding the Company in an accepted publication which permits a
"manual exemption". This manual exemption permits a security to be distributed
in a particular state without being registered if the company issuing the
security has a listing for that security in a securities manual recognized by
the state. However, it is not enough for the security to be listed in a
recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute
our business plan on schedule or within budget, our ability to generate revenue
may be diminished or delayed. Our ability to adhere to our schedule and budget
face many uncertainties.
AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR SHARES, THEY MAY BE
EXTREMELY ILLIQUID AND YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT
If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility and the Company cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTCBB).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in the Company's stock.
Despite the Company's efforts, it may not be able to attract any broker/dealers
to act as market-makers and make quotations on the OTC Bulletin Board. The
Company may consider pursuing a listing on the OTCBB after this registration
becomes effective and the Company has completed its offering.
IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD ADVERSELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT
In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
8
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.
SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS
The Company's sole officer and director, Mr. Tyler Vorhies, owns 100% of the
outstanding shares and will own no less than 75% after this offering is
completed. For example, if 50% of the offering is sold, Mr. Vorhies will retain
87.5% of the shares outstanding. As a result, he will maintain control of the
Company and be able to choose all of our directors. His interests may differ
from those of other stockholders. Factors that could cause his interests to
differ from the other stockholders include the impact of corporate transactions
on the timing of business operations and his ability to continue to manage the
business given the amount of time he is able to devote to the Company.
THE COMPANY'S SOLE OFFICER AND DIRECTOR HAVE COMPLETE CONTROL OF ALL COMPANY
DECISIONS AND INVESTORS DON'T HAVE THE ABILITY TO PARTICIPATE IN THE BUSINESS.
IF MANAGEMENT MAKES POOR DECISIONS, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS
AND OUR BUSINESS MAY FAIL
All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse his discretion in making decisions, with respect to its
affairs and other business decisions, is his fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or his successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
-----------------------------------------------------------------
AUDITOR'S GOING CONCERN
-----------------------
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF BCS SOLUTIONS, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN
In their audit report for the period ending April 30, 2010 and dated May 20,
2010; our auditors have expressed an opinion that substantial doubt exists as to
whether we can continue as an ongoing business. Because our sole officer may be
unwilling or unable to loan or advance any additional capital to BCS Solutions,
Inc. we believe that if we do not raise additional capital within 12 months of
the effective date of this registration statement, we may be required to suspend
or cease the implementation of our business plans. Due to the fact that there is
no minimum investment and no refunds on sold shares, you may be investing in a
Company that will not have the funds necessary to develop its business
9
strategies. As such we may have to cease operations and you could lose your
entire investment. See the April 30, 2010 Audited Financial Statements -
Auditors Report". Because the Company has been issued an opinion by its auditors
that substantial doubt exists as to whether it can continue as a going concern
it may be more difficult to attract investors.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small with very little working capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
SINCE BCS SOLUTIONS ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
GENERATING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY AND IF THE COMPANY CAN
NOT ACHIEVE PROFITABILITY OR RAISE ADDITIONAL CAPITAL, IT MAY FAIL RESULTING IN
A COMPLETE LOSS OF YOUR INVESTMENT
The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products. Within the next 12 months, the
Company will have costs of at least $150,000 related to (i) the development of
products, (ii) administrative expenses and (iii) the completion of the business
plan.
BCS SOLUTIONS HAS NO HISTORY TO BASE ASSUMPTIONS ON ATTRACTING CUSTOMERS,
GENERATING REVENUE OR REACHING PROFITABILITY
There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.
OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT
If we are not successful in earning sufficient revenue once we have started our
sale activities, we may require additional financing to sustain our business
operations. Over the next 12 months, we anticipate needing at least $150,000 to
complete the business plan, development of products and other operating
expenses. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."
No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.
10
RISKS RELATED TO INVESTING IN OUR COMPANY
-----------------------------------------
OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR
TERMINATION OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT
We were incorporated on April 21, 2010 and we have not realized any revenues to
date. We are an early entry stage company in a very competitive services market.
We have no operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon the completion of this offering and our
ability to generate revenues through sales of our products.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business and you will
lose your entire investment.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND
THE VALUE OF THE INVESTMENT
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Currently, we don't
have a product or prototype. Factors that may cause our operating results to
fluctuate significantly include: our inability to generate enough working
capital from future equity sales; and after we create a commercial product, the
factors include: the level of commercial acceptance by the small and medium
sized businesses of our products; fluctuations in the demand for our product and
capital expenditures relating to expansion of our future business, operations
and infrastructure and general economic conditions. If realized, any of these
risks could have a materially adverse effect on our business, financial
condition and operating results.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small with very little working capital, we must limit our
marketing and sales activities to potential customers having the likelihood of
purchasing our products. We intend to generate revenue through the sale of our
products. Because we will be limiting the scope of our marketing activities, we
may not be able to generate enough sales to operate profitably. If we cannot
operate profitably, we may have to suspend or cease operations.
THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.
Mr. Vorhies, our sole officer and director, has other business interests and
currently devotes approximately 25 to 30 hours per week to our operations. He is
currently an audit consultant to Brown, Fink, Boyce and Astle, a full-service
Sacramento-based public accounting and management consulting firm serving
clients primarily in Northern California and Nevada. Our operations may be
sporadic and occur at times which are not convenient to Mr. Vorhies, which may
result in periodic interruptions or suspensions of our business plan. If the
demands of the Company's business require the full business time of our sole
officer and director, he is prepared to adjust his timetable to devote more time
11
to the Company. However, he may not be able to devote sufficient time to the
management of the business, which may result in periodic interruptions in
implementing the Company's plans in a timely manner. Such delays could have a
significant negative effect on the success of the business.
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. IF THE COMPANY CEASES OPERATIONS,
YOU WILL LOOSE YOUR INVESTMENT
Because the Company is entirely dependent on the efforts of its sole officer and
director, his departure or the loss of other key personnel in the future, could
have a materially adverse effect on the business. He has other outside business
activities and is devoting only approximately 25-30 hours per week to our
operations. His expertise in the accounting industry as well as his technical
expertise are critical to the success of the business. The loss of this resource
would have a significant impact on our business. In addition, our operations may
be sporadic and occur at times which are not convenient to Mr. Vorhies, which
may result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, he is prepared to adjust his timetable in order to devote more time to
conducting our business operations. However, our executive officer may be unable
to devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business. The Company believes that all commercially
reasonable efforts have been made to minimize the risks associated with the
departure by key personnel from service. However, there is no guarantee that
replacement personnel with the specific industry and technical expertise in the
accounting industry, if any, will help the Company to operate profitably. The
Company does not maintain key person life insurance on its sole officer and
director.
IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS RESULTING IN UP TO A COMPLETE LOSS
OF YOUR INVESTMENT.
In the event of the dissolution of the Company, the proceeds realized from the
liquidation of its assets, if any, will be used primarily to pay the claims of
the Company's creditors, if any, before there can be any distribution to the
shareholders. In that case, the ability of purchasers of the offered shares to
recover all or any portion of the purchase price for the offered shares will
depend on the amount of funds realized, if any, after the settlement of claims.
RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
--------------------------------------------------
THE CASH MANAGEMENT AND CHECK PROCESSING MARKET IS VERY COMPETITIVE AND
OBTAINING THE FINANCIAL RESOURCES AND INFRASTRUCTURE NECESSARY TO PROCESS
TRANSACTIONS IS ESSENTIAL TO BE SUCCESSFUL WITHOUT THOSE CAPABILITIES, THE
COMPANY CAN NOT SELL THEIR PRODUCTS AND WILL FAIL. IF THE COMPANY FAILS, YOU
WILL LOOSE YOUR INVESTMENT
The check processing and cash management market is very competitive and service
providers must have the infrastructure to process transactions in high quantity
due to the low margins. In addition, a service provider must have the necessary
capital to provide comfort to their clients. If the Company cannot obtain the
Infrastructure systems and financial capital, the Company will have difficulty
attracting customers and generating revenues.
12
THE CHECK PROCESSING AND CASH MANAGEMENT MARKET IS VERY COMPETITION AND HIRING
QUALIFIED RESOURCES ARE DIFFICULT TO ACCOMPLISH. IF WE CAN NOT RETAIN QUALIFIED
RESOURCES AND ATTRACT CUSTOMERS, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH
WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
The Company expects that its results of operations may also fluctuate
significantly in the future due to the availability and retention of motivated
and qualified personnel. The Company needs these qualified resources to attract
and retain customers. If we are not successful hiring and managing these
resources our business will fail, which could result in a complete loss of your
investment.
ESTABLISHING AND MAINTAIN A CUSTOMER BASE ARE DIFFICULT TO ACHIEVE AND MANAGE.
IF WE CAN NOT OBTAIN A CUSTOMER BASE, WE FACE A HIGH RISK OF BUSINESS FAILURE
WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
The Company expects that attracting, building and managing a customer base is
very difficult to accomplish. This is critical to ensure revenue to the Company.
Accordingly, if we are not successful in building and maintaining a customer
base, our future sales and operating results will be negatively impacted and our
business could fail.
WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF WE CAN NOT GAIN MARKET ACCEPTANCE,
WE WILL NOT BE ABLE TO ATTRACT CUSTOMERS AND GENERATE REVENUE AND OUR BUSINESS
WILL FAIL.
The Company's growth strategy is substantially dependent upon its ability to
market its products successfully to small and medium sized businesses. However,
there is always the possibility that the Company will not achieve significant
acceptance. Such acceptance, if achieved, may not be sustained for any
significant period of time. In addition, there is no guarantee that any
acceptance by a client will remain a client. Failure of the Company's products
to achieve or sustain market acceptance will have a materially adverse effect on
our business, financial conditions and the results of our operations.
MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY SUCCESSFULLY IS CRITICAL
TO THE BUSINESS SUCCESS. IF THE MANAGEMENT FAILS TO IMPLEMENT THE BUSINESS
STRATEGY, THE COMPANY WILL FAIL AND INVESTORS WILL LOOSE THEIR INVESTMENT
Although the Company intends to pursue a strategy of marketing its product
throughout the United States, our business success depends on a number of
factors. These include: our ability to establish a significant customer base and
maintain favorable relationships with customers and partners in the check
processing and cash management industry; obtain adequate business financing on
favorable terms in order to buy all the necessary software and processing
systems; development and maintenance of appropriate operating procedures,
policies and systems; hire, train and retain skilled employees. The inability of
the Company to manage any or all of these factors could impair its ability to
implement its business strategy successfully, which could have a materially
adverse effect on the results of its operations and its financial condition.
BCS SOLUTIONS MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CAN NOT
SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.
Any extraordinary growth may place a significant strain on management,
financial, operating and technical resources. Failure to manage this growth
effectively could have a materially adverse effect on the Company's financial
condition or the results of its operations.
13
RISKS RELATED TO INVESTING IN OUR BUSINESS
------------------------------------------
THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS
WHICH WILL IMPACT PROFITABILITY AND MAY CAUSE US TO CEASE OPERATIONS IF WE RUN
OUT OF CAPITAL
Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in the
Company structure or are faced with circumstances that are beyond our ability to
afford, we may have to suspend operations or cease operations entirely which
could result in a total loss of your investment.
GENERAL COMPETITION
The Company has identified a market opportunity for our products. The check
processing and cash management market is very competitive and aggressive on
pricing and service. Competitors already exist in this sector with superior
products, services, financial resources, conditions and/or benefits. This will
infringe on our future customer base, lengthen our sales cycle, increase
marketing costs, which in turn will have an adverse affect upon our business and
the results of our operations.
COMPETITION MAY DECREASE OUR MARKET SHARE, REVENUES, AND GROSS MARGINS.
BCS Solutions has decided to sell only to small and medium sized businesses
only. These businesses are cross industry and cross region (all in US).
Competitors like Equifax and Telecheck are established in the market and have
existing customer bases. These and other competitors have substantially more
capital, longer operating histories, greater brand recognition, larger customer
bases and significantly greater financial, technical and marketing resources
than we do. These competitors may also adopt more aggressive pricing policies
and establish more comprehensive marketing and advertising campaigns than we
can. Our competitors may develop products and service offerings that we do not
offer or that are more sophisticated or more cost effective than our own. For
these and other reasons, our competitors' products and services may achieve
greater acceptance in the marketplace than our own, limiting our ability to gain
market share and customer loyalty and to generate sufficient revenues to achieve
a profitable level of operations. Our failure to adequately address any of the
above factors could harm our business and operating results.
IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH BUSINESS AND CHANNEL PARTNERS AND/OR CUSTOMERS, THE BUSINESS
WILL FAIL.
Because there may be a substantial delay between the completion of this offering
and the execution of the business plan, our expenses may be increased and it may
take us longer to attract customers and generate revenues. We have no way to
predict when we will begin delivering our products. In addition, it takes time,
money, and resources to build relationships with customers and partners. If
these efforts are unsuccessful or take longer than anticipated, the Company may
run out of capital and the business will fail.
THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS DUE TO CAPITAL
CONSTRAINTS TO HELP GROW THE BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE
COMPANY MAY HAVE TO CEASE OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT
The company's management may decide due to economic reasons to retain
independent contractors to provide services to the company. Those independent
individuals and organizations have no fiduciary duty to the shareholders of the
company and may not perform as expected.
14
AVERAGE SELLING PRICES OF OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH MAY HARM
OUR GROSS MARGINS.
The average selling prices of our products and services may be lower than
expected as a result of competitive pricing pressures and promotional programs.
We expect to experience pricing pressure and anticipate that the average selling
prices and gross margins for our products may decrease over product life cycles.
We may not be successful in developing and introducing on a timely basis new
products with enhanced features and services that can be sold at higher gross
margins.
WE WILL RELY ON STRATEGIC RELATIONSHIPS TO PROMOTE OUR SERVICES AND IF WE FAIL
TO DEVELOP, MAINTAIN OR ENHANCE THESE RELATIONSHIPS, OUR ABILITY TO SERVE OUR
CUSTOMERS AND DEVELOP NEW SERVICES AND APPLICATIONS COULD BE HARMED.
Our ability to provide our product to small and medium sized businesses depends
significantly on our ability to develop, maintain or enhance our strategic
relationships with these potential customers. In the beginning of operations,
there will be a marketing challenge for BCS Solutions. The Company and identity
will be newly formed; therefore, the company will be relatively unknown in the
marketplace. Although the founder has significant experience and many contacts
within the accounting industry, he has worked mainly as a consultant during the
course of his career. Therefore, BCS Solutions won't benefit from immediate name
recognition.
IF WE CANNOT EFFECTIVELY PROMOTE OUR PRODUCTS, WE WILL NOT ATTRACT CUSTOMERS AND
AS A RESULT, OUR BUSINESS MAY FAIL.
The nature of the service provided by BCS Solutions will present yet another
challenge in that not everyone realizes that they need check processing and cash
management related products. If we are not able to promote and win customers, we
will not be able to generate revenue and our business will fail.
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements 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, the forward-looking statements contained
in this prospectus may not in fact occur.
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
15
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the potential net proceeds and
the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,
of the securities offered for sale by the Company.
IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------
NET PROCEEDS FROM
THIS OFFERING $2,500 $10,000 $17,500 $25,000
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The net proceeds in the table above assume $5,000 in costs
associated with this offering.
The funds raised through this offering will be used to start and design the
business and marketing plan, which we anticipate will cost approximately
$150,000. If less than the maximum offering funds are raised, the proceeds will
first be used for essential business operations such as SEC filings with the
remaining amount allocated to completing the business and marketing plan. The
company does not anticipate using any of the offering proceeds for product
development.
DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by BCS Solutions and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
16
The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on April 21, 2010. The
company's sole officer and director paid $0.00075 per share, a difference of
$0.00925 per share lower than the share price in this offering.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
EXISTING SHAREHOLDER PER SHARE DATA IF ALL OF THE SHARES ARE SOLD
-----------------------------------------------------------------
Price per share .................................................... $0.01
Net tangible book value per share before offering .................. $0.00045
Potential gain to existing shareholders ............................ $0.00157
Net tangible book value per share after offering ................... $0.00202
Increase to present stockholders in net tangible book value
per share after offering ........................................ $0.00157
Capital contributions .............................................. $9,000
Number of shares outstanding before the offering ................... 12,000,000
Number of shares after offering held by existing stockholders ...... 12,000,000
Percentage of ownership after offering ............................. 80%
PURCHASERS PER SHARE DATA AND OWNERSHIP OF SHARES IN THIS OFFERING
IF ALL SHARES SOLD
------------------------------------------------------------------
Price per share .................................................... $0.01
Dilution per share ................................................. $0.008
Net Capital contributions .......................................... $25,000
Percentage of capital contributions (gross)......................... 77%
Number of shares after offering held by public investors ........... 3,000,000
Percentage of ownership after offering ............................. 20%
THE OFFERING BY THE COMPANY
BCS Solutions is registering 3,000,000 shares of its common stock for offer and
sale.
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. If and when we become effective with the
SEC, we plan to develop a trading market. In order to do so, we have to retain
an authorized OTC Bulletin Board market maker. If we are successful in securing
a market maker, they will file Form 211 with FINRA (Financial Industry
Regulatory Authority). If FINRA approves the Company's 211, our stock will be
quoted on the OTCBB.
There can be no assurances that we will be able to retain an authorized OTC BB
market maker and furthermore, there are no assurances that we will be approved
by FINRA. At the date hereof, we are not aware that any market maker has any
such intention.
17
All of the shares registered herein will become effective for sale to investors.
The company will not offer the shares through a broker-dealer or anyone
affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Mr.
Tyler Vorhies, owns 12,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.
The company is hereby registering 3,000,000 common shares. The price per share
is $0.01.
In the event the company receives payment for the sale of their shares, BCS
Solutions will receive all of the proceeds from such sales. BCS Solutions is
bearing all expenses in connection with the registration of the shares of the
company.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through Mr.
Vorhies our executive officer and director named herein, who will not receive
any commissions or other remuneration of any kind for selling shares in this
offering, except for the reimbursement of actual out-of-pocket expenses incurred
in connection with the sale of the common stock. The offering will conclude when
all 3,000,000 shares of common stock have been sold, or 90 days after this
registration statement becomes effective with the Securities and Exchange
Commission.
This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within two years from this initial effective
date of this registration.
In connection with his selling efforts in the offering, Mr. Vorhies will not
register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather
will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange
Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. Tyler Vorhies
is not subject to any statutory disqualification, as that term is defined in
Section 3(a)(39) of the Exchange Act. Tyler Vorhies will not be compensated in
connection with his participation in the offering by the payment of commissions
or other remuneration based either directly or indirectly on transactions in our
securities. Mr. Vorhies is not and has not been within the past 12 months, a
broker or dealer, and is not within the past 12 months, an associated person of
a broker or dealer. At the end of the offering, Mr. Vorhies will continue to
primarily perform substantial duties for us or on our behalf. Mr. Vorhies has
not participated in selling an offering of securities for any issuer more than
once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i)
or (iii).
12,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 3,000,000 shares of its
common stock for possible resale at the price of $0.01 per share.
BCS Solutions will receive all proceeds from the sale of the shares by the
company. The price per share is $0.01. However, BCS Solutions common stock may
never be quoted on the OTC Bulletin Board or listed on any exchange.
18
The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.
The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.
In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
BCS Solutions will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
BUSINESS
Company Summary
BCS Solutions, Inc. intends to offer small and medium sized businesses services
that reduce invoicing expenses, speed receipt of monies, and allow authorization
and recovery of paper drafts.
The Company is a new company that intends to provide instant cash flow for
small- and medium-sized businesses and reduces expenses associated with
invoicing with services that include pre-authorized checking, electronic
payments, electronic check conversion, electronic check recovery, and telephone
checks.
Products
BCS Solutions intends to offer small and medium sized businesses services that
reduce invoicing expenses, speed receipt of monies, allow for more payment
options, and allow acceptance of paper checks.
The specific services will include the following:
o Pre-authorized Checking: This service automatically drafts a customer's
monthly payments. This service is useful to businesses that provide
monthly services, such as pest control companies, health clubs, child care
facilities, apartment complexes ect. Business owners save on expenses
19
associated with billing and avoid delays in receivables, and their
customers save time because their paper drafts are automatically delivered
to the merchant.
o Electronic Payments: This service allows business owners to process
electronic payments through the Automated Clearing House (ACH) system.
This benefits the customer with timely funds settlement, built in recovery
of NSF items, and reliable cash flow. It also saves money versus mailing
invoices, and allows for check acceptance via the telephone.
o Electronic Check Conversion: This service converts a traditional paper
check into an electronic item at point-of-sale and processes through the
ACH. This saves time and money while reducing the risk of NSF checks.
Checks are electronically deposited to the business owner's account, and
check verification is available at no additional cost.
o Electronic Check Recovery: This service enters NSF items into a database
and re-submits them electronically via the ACH network. The business owner
receives 100% face value of the check paid the week following collection
and release of the funds. There is no cost to the business owner for this
service.
o Telephone Checks: This service allows business owners to accept checks
over the telephone. This allows credit convenience to checking account
customer, and saves the business owners versus accepting credit cards.
Funds are deposited into the business owner's account within 24 hours.
o Professional Billing Services: This service can save the business owner
money, time and the aggravation of trying to "do-it-yourself." This
service also gives an improved professional image and better control over
slow payments. Promotional mailing pieces can be produced and enclosed
with your bill.
o E-commerce: This service allows online merchants to easily accept and
process electronic check payments directly from their website. We can help
plan, design, and implement a reliable, secure, and affordable e-commerce
solution for the business owner.
Market Analysis Summary
BCS Solutions, Inc. will be focusing on small and medium sized service companies
that have regular, ongoing billings. In addition, we will be marketing our
complete line of check acceptance products to all retail establishments.
We plan to start marketing services to companies on the West Coast. We believe
this allows for our success utilizing only this market. However, we will not be
limiting our marketing efforts to this area. Other areas of direct marketing
will be the mid West, South and East Coast. In addition, we plan to market via
the Internet which will allow potential customers from any area of the United
States.
Competition and Buying Patterns
There are several large companies which offer similar services. Telecheck and
Equifax are two examples. These companies traditionally offer check guarantee
services, and target large organizations. BCS will target smaller companies and
plan to be more economical than a full service company like Telecheck and
Equifax.
20
Sales and Fulfillment Strategies
BCS Solutions, Inc. intends to promote its products and services via its website
and advertises strategically via portals and publications devoted to small to
medium size businesses. Additionally, the company plans to solicit customers
through direct mailings targeted toward businesses or institutions. The
solicitation plans will include the following:
o Direct mailing: We will retain the services of a local company that
specializes in direct mail promotions. Mailings will be targeted to
business types and geographic areas.
o Internet marketing: A comprehensive website will feature services,
pricing, and contact information. We will contract the services of The
Omni Group, who specializes in driving targeted traffic to Internet
storefronts, to promote our site.
o Speaking opportunities: We will seek out and solicit opportunities to
speak at industry association meetings, business seminars, etc.
The key fulfillment and delivery will be provided by the principals of the
business. The real core value is the combination of hard work, attention to
detail and a strong sense of service.
Technology
BCS Solutions, Inc. believes technology will be important to remain competitive
in the market and to help manage costs. The Company plans to build and maintain
several key systems including:
1. Secure computer for maintenance of all customer files and fulfillment
services
2. Secondary computer with complete email facilities on the internet and all
the necessary website development and publishing software for maintenance
of our website which will allow customer prospecting, customer support,
and contact.
3. High-speed laser printer for creation of pre-authorized checks and
marketing and sales literature.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP CHECK PROCESSING AND
CASH MANAGEMENT SERVICES
We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
21
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our service to customers. Accordingly, we must raise cash from sources
other than revenues generated from the proceeds of loans we undertake.
From inception to April 30, 2010, the company's business operations have
primarily been focused on developing our business plan and market research.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. BCS SOLUTIONS, INC. WAS INCORPORATED IN THE STATE
OF FLORIDA ON APRIL 21, 2010; WE ARE A DEVELOPMENT STAGE COMPANY THE COMPANY
WILL DESIGN, DEVELOP, AND MARKET INSTRUCTIONAL PRODUCTS AND SERVICES FOR THE
CORPORATE, EDUCATION, GOVERNMENT, AND HEALTHCARE E-LEARNING INDUSTRIES. WE HAVE
NOT GENERATED ANY REVENUES FROM OUR OPERATIONS. WE CANNOT GUARANTEE WE WILL BE
SUCCESSFUL IN OUR BUSINESS OPERATIONS. OUR BUSINESS IS SUBJECT TO RISKS INHERENT
IN THE ESTABLISHMENT OF A NEW BUSINESS ENTERPRISE, INCLUDING THE FINANCIAL RISKS
ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE
IMPLEMENTATION OF OUR BUSINESS STRATEGIES (SEE "RISK FACTORS"). TO BECOME
PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN,
EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH
CUSTOMERS AND PARTNERS.
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this registration
statement, the Company must raise capital in order to complete the Business and
Marketing Plan and to commence its execution. The Company anticipates that the
business and marketing plan will be completed within five to seven months after
the offering is completed. After the business and marketing plan are completed,
the company plans on using consultants and contractors to commence the product
development strategy. During the initial implementation of our development
strategy, the Company intends to hire independent consultants, and contractors
to develop, prototype, various components of product. The Company expects
product development to last between eighteen (18) and twenty four (24) months.
Since inception to April 30, 2010, BCS Solutions has incurred a total of $3,600
on start-up costs. The Company has not generated any revenue from business
operations. All proceeds currently held by the company are the result of the
sale of common stock to its officers. The Company does not have any contractual
arrangement with our CEO, Mr. Tyler Vorhies to fund the Company on an on-going
basis for either operating capital or a loan. The CEO may elect to fund the
Company as he did initially, however there are no assurances that he will in the
future.
The Company incurred expenditures of $3,500 for audit services and $100 for
general administrative costs. Since inception, the majority of the company's
time has been spent refining its business plan and conducting industry research,
and preparing for a primary financial offering.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended April 30, 2010, BCS
Solutions, Inc. issued 12,000,000 shares of common stock to our sole officer and
director for cash proceeds of $9,000 at $0.00075 per share.
22
We anticipate needing a $150,000 in order to execute our business plan over the
next twelve (12) months, which includes completing the business plan, completing
the prototype service plans, and identifying the necessary resources to
implement our plan. We anticipate the work will require four part time resources
for product design, accounting and technical planning work that will cost
approximately $25,000 each. In addition, we will require one marketing resource
that will require $15,000 and the balance of $35,000 for general working capital
purposes. However, the available cash is not sufficient to allow us to commence
full execution of our business plan. Based on our success of raising additional
capital over the next twelve (12) months, we anticipate employing various
consultants and contractors to commence the development strategy for the product
prototypes. Until the Business and Marketing plan are completed, we are not able
to quantify with any certainty any planned capital expenditures including the
hiring of consultants and contractors. The only planned capital expenditure is
the public company costs. As of April 30, 2010, the Company has no firm
commitments for any capital expenditures.
Our business expansion will require additional capital resources that may be
funded through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our Business and Marketing Plan. We anticipate that
receipt of such financing may require granting a security interest in the
service offering, and are willing to grant such interest to secure the necessary
funding.
Through April 30, 2010, we have incurred a total of $3,600 in general and
administration expenses including $3,500 in professional fees.
To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $300,000 in funding is obtained or until we have achieved $500,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.
Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while our auditors have
expressed substantial doubt about our ability to continue as a going concern,
and assuming that we do not commence our anticipated operations until sufficient
financial resources are available, we believe we will be able to meet our
obligations for at least the next twelve months.
In the early stages of our company, we will need cash for completing the
business and marketing plans. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would need to spend a
minimum of $150,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that we will
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.
23
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues.
The Company has entered into no contractual commitment agreements.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
Name and Address Age Position(s)
---------------- --- -----------
Tyler Vorhies 25 President, Secretary/Treasurer, Principal
Executive Officer Principal Financial Officer,
and sole member of the Board of Directors
The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee, a Nominating Committee or any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees. Our sole director is not an "audit committee financial
expert" within the meaning of Item 401(e) of Regulation S-B. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:
o understands generally accepted accounting principles and financial
statements,
24
o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
o understands internal controls over financial reporting, and
o understands audit committee functions.
Our Board of Directors is comprised of an individual who was integral to our
formation and who is involved in our day to day operations. While we would
prefer our director be an audit committee financial expert, the individual who
has been key to our development has professional background in finance or
accounting. As with most small, early stage companies, until such time as our
company further develops its business, achieves a stronger revenue base and has
sufficient working capital to purchase directors and officers insurance, we do
not have any immediate prospects to attract independent directors. When we are
able to expand our Board of Directors to include one or more independent
directors, we intend to establish an Audit Committee of our Board of Directors.
It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on
an exchange that has requirements that a majority of our Board members be
independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
25
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.
CODE OF BUSINESS CONDUCT AND ETHICS
In April 2010 we adopted a Code of Ethics and Business Conduct which is
applicable to our future employees and which also includes a Code of Ethics for
our CEO and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote
o honest and ethical conduct,
o full, fair, accurate, timely and understandable disclosure in regulatory
filings and public statements,
o compliance with applicable laws, rules and regulations,
o the prompt reporting violation of the code, and
o accountability for adherence to the code.
A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to this Form S-1 filing. Any
person desiring a copy of the Code of Business Conduct and Ethics, can obtain
one by going to www.sec.gov and looking at the attachments to this Form S-1.
BACKGROUND OF OFFICERS AND DIRECTORS
Mr. Tyler Vorhies, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER
RESUME
Mr. Vorhies has over 6 years of experience in account, auditing, and financial
processes for small and medium businesses. Currently, he is working as an
auditor on a consulting basis for Brown, Fink, Boyce, and Astle, a regional
accounting firm serving the West Coast market. His responsibilities include
company audits, individual, partnership, and corporate tax preparation and
returns, contract negotiations, development and implementation of accounting
standards and best practices, and working with clients to streamline and manage
their cash.
CONFLICTS OF INTEREST
At the present time, we do not foresee a direct conflict of interest with our
sole officer and director.
EXECUTIVE COMPENSATION
Tyler Vorhies will not be taking any compensation until the Company has raised
$500,000 in working capital or has sales in excess of $500,000.
26
SUMMARY OF COMPENSATION
We did not pay any salaries in 2010. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of any officer or
director other than as described herein.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning cash and
certain other compensation we paid to our Chief Executive Officer for the fiscal
year ending April 30, 2010.
Non-
Non-Equity Qualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name & Fiscal Salary Bonus Award(s) Award(s) Compensation Earnings Compensation Total
Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
----------------------- ------ ------ ----- -------- -------- ------------ ------------ ------------ -----
Tyler Vorhies 2010 0 - - - - - - 0
Chief Executive Officer
Number of Percentage
Title of Class Name Shares Owned of Shares(1)
-------------- ---- ------------ ------------
Shares of Common Stock Tyler Vorhies (2) 12,000,000 100%
1200 Laysan Teal Drive
Roseville, CA 95747
__________________
(1) Based on 12,000,000 shares outstanding as of April 30, 2010.
(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. Mr. Vorhies is the
only "parent" and "promoter" of the company.
We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.
DIRECTOR COMPENSATION
Mr. Vorhies the sole member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans including options and SARs that
provide compensation intended to serve as incentive for performance.
27
EMPLOYMENT AGREEMENTS
At this time, BCS Solutions has not entered into any employment agreements with
our sole officer and director. If there is sufficient cash flow available from
our future operations, the Company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of their position, if they acted in good faith and
in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he or she is to
be indemnified, we must indemnify him or his against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Florida
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares.
The stockholder listed below has direct ownership of his shares and possesses
sole voting and dispositive power with respect to the shares.
Number of Percentage
Title of Class Name Shares Owned of Shares(1)
-------------- ---- ------------ ------------
Shares of Common Stock Tyler Vorhies (2) 12,000,000 100%
1200 Laysan Teal Drive
Roseville, CA 95747
__________________
(1) Based on 12,000,000 shares outstanding as of April 30, 2010.
(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, Mr.
Vorhies is the only "parent" and "promoter" of the company.
For the period ended April 30, 2010, a total of 12,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
28
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since she
will continue control our company after the offering, investors in this offering
will be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.
The company is hereby registering 3,000,000 of its common shares, in addition to
the 12,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).
The 12,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, April 30, 2010. We issued a total of
12,000,000 common shares for consideration of $9,000, which was accounted for as
a purchase of common stock.
DESCRIPTION OF SECURITIES
In the event the company receives payment for the sale of their shares, BCS
Solutions will receive all of the proceeds from such sales. BCS Solutions is
bearing all expenses in connection with the registration of the shares of the
Company.
COMMON STOCK
The authorized common stock is three hundred million (300,000,000) shares with a
par value of $.0001 for an aggregate par value of thirty thousand dollars
($30,000).
* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, and
assuming all 3,000,000 shares being offered are sold, present stockholders will
own approximately 75% of our outstanding shares.
29
CASH DIVIDENDS
As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
REPORTING
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, BCS Solutions will act as its own transfer agent.
STOCK OPTION PLAN
The Board of Directors of BCS Solutions has not adopted a stock option plan
("Stock Option Plan"). The company has no plans to adopt a stock option plan but
may choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. BCS
Solutions may develop an incentive based stock option plan for its officers and
directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.
EXPERTS
Our financial statements have been audited for the period ending April 30, 2010
by Lake & Associates CPA's, LLC, as set forth in their report included in this
prospectus. Their report is given upon their authority as experts in accounting
and auditing.
30
LAKE & ASSOCIATES, CPA'S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of BCS Solutions, Inc.
We have audited the accompanying balance sheet of BCS Solutions, Inc. (a
development stage enterprise)(the "Company") as of April 30, 2010 and the
related statements of operations, stockholders' equity/(deficit), and cash flows
for the period April 21, 2010 (inception) though April 30, 2010. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BCS Solutions, Inc. (a Florida
corporation) as of April 30, 2010 and the results of its operations and its cash
flows for the period April 21, 2010 (inception) through April 30, 2010, 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 further in Note 6, the
Company has been in the development stage since its inception (April 21, 2010)
and continues to incur significant losses. The Company's viability is dependent
upon its ability to obtain future financing and the success of its future
operations. These factors raise substantial doubt as to the Company's ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Boca Raton, Florida
May 20, 2010
1905 Wright Boulevard 20283 State Road 7, Suite 300
Schaumburg, IL 60193 Boca Raton, Florida 33498
Phone: 847-524-0800 Phone: 561.982.9874
Fax: 847-524-1655 Fax: 561.982.7985
F-1
BCS Solutions, Inc.
(A Development Stage Company)
Balance Sheet
April 30, 2010
ASSETS
------
APRIL 30,
2010
------------
CURRENT ASSETS
Cash and cash equivalents ..................................... $ 8,992
-----------
Total current assets ........................................ 8,992
-----------
-----------
TOTAL ASSETS .................................................. $ 8,992
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable & Accrued liabilities ........................ $ 3,600
-----------
Total liabilities ........................................... 3,600
-----------
STOCKHOLDERS' EQUITY
Capital Stock (Note 4)
Authorized:
300,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
12,000,000 ................................................ $ 1,200
Additional paid-in capital .................................... 7,800
Deficit accumulated during the development stage .............. (3,608)
-----------
Total Stockholders' Equity .................................... 5,392
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................... $ 8,992
===========
The accompanying notes are an integral part of these financial statements.
F-2
BCS Solutions, Inc.
(A Development Stage Company)
Statement of Operations
For the Period April 21, 2010 (Inception) to April 30, 2010
For the Period
from Inception
April 21,
2010 to
April 30,
2010
--------------
REVENUES ...................................................... $ -
-------------
EXPENSES
General & Administrative .................................... 108
Professional Fees ........................................... $ 3,500
-------------
Loss Before Income Taxes ...................................... $ (3,608)
-------------
Provision for Income Taxes .................................... -
-------------
Net Loss ...................................................... $ (3,608)
=============
PER SHARE DATA:
Basic and diluted loss per common share ..................... $ -
=============
Basic and diluted weighted Average Common shares outstanding 12,000,000
=============
The accompanying notes are an integral part of these financial statements.
F-3
BCS Solutions, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)
Deficit
Accumulated
Common Stock Additional During the
------------------- Paid-in Development
Shares Amount Capital Stage Total
---------- ------ ---------- ----------- --------
Inception - April 21, 2010 ........ - $ - $ - $ - $ -
Common shares issued to Founder
for cash at $0.00075 per share
(par value $0.0001) on
April 21, 2010 .................. 12,000,000 1,200 7,800 - 9,000
Loss for the period from inception
on April 21, 2010 to
April 30, 2010 .................. - - - (3,608) (3,608)
---------- ------ ---------- ---------- --------
Balance - April 30, 2010 ........... 12,000,000 $1,200 $ 7,800 $ (3,608) $ 5,392
========== ====== ========== ========== ========
The accompanying notes are an integral part of these financial statements.
F-4
BCS Solutions, Inc.
(A Development Stage Company)
Statement of Cash Flow
For the Period April 21, 2010 (Inception) to April 30, 2010
For the Period
from Inception
April 21,
2010 to
April 30,
2010
--------------
OPERATING ACTIVITIES
Net Loss ..................................................... $ (3,608)
-------------
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued liabilities ................................... 3,600
-------------
Net cash used in operating activities ........................ (8)
-------------
FINANCING ACTIVITIES
Common stock issued for cash ................................. 9,000
-------------
Net cash provided by financing activities .................... 9,000
-------------
INCREASE IN CASH AND CASH EQUIVALENTS .......................... 8,992
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............... -
-------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................... $ 8,992
=============
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense ........................................... $ -
=============
Income taxes ............................................... $ -
=============
The accompanying notes are an integral part of these financial statements.
F-5
BCS Solutions, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 21, 2010 (INCEPTION) TO APRIL 30, 2010
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
BCS Solutions, Inc. ("BCS Solutions") is a development stage company,
incorporated in the State of Florida on April 21, 2010. BCS Solutions intends to
offers small and medium sized businesses services that reduce invoicing
expenses, speed receipt of monies, and allow authorization and recovery of paper
drafts. The company intends to provide instant cash flow for small and medium
sized businesses and reduces expenses associated with invoicing with services
that include pre-authorized checking, electronic payments, electronic check
conversion, electronic check recovery, and telephone checks.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Accounting Basis
----------------
The Company is currently a development stage enterprise reporting under the
provisions of Accounting Standards Codification ("ASC") 915, Development Stage
Entity. These financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents are reported in the balance sheet at cost, which
approximates fair value. For the purpose of the financial statements cash
equivalents include all highly liquid investments with maturity of three months
or less.
Earnings (Loss) per Share
-------------------------
The company adopted ASC 260, Earnings per Share. 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.
Dividends
---------
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown, and none are contemplated in
the near future.
F-6
BCS Solutions, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 21, 2010 (INCEPTION) TO APRIL 30, 2010
Income Taxes
------------
The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. No deferred tax assets or liabilities were recognized as of April 30,
2010.
Advertising
-----------
The Company will expense advertising as incurred. The advertising since
inception has been $0.00.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Revenue and Cost Recognition
----------------------------
The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
Related Parties
---------------
Related parties, which can be a corporation, individual, investor or another
entity are considered to be related if the party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the Company in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common
significant influence. The Company has these relationships.
F-7
BCS Solutions, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 21, 2010 (INCEPTION) TO APRIL 30, 2010
Property
--------
The company does not own any real estate or other properties. The company's
office is located 1200 Laysan Teal Drive, Roseville CA 95747. Our contact number
is 916-289-0434. The business office is located at the home of Tyler Vorhies,
the CEO of the company, at no charge to the company. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
Recently Issued Accounting Pronouncements
-----------------------------------------
The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.
NOTE 3. INCOME TAXES
The Company provides for income taxes under ASC Topic 740 which requires the use
of an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.
ASC Topic 740 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Details for
the year ended April 30, 2010 is as follows:
Year Ended April 30, 2010
-------------------------
Income tax expense (asset) at statutory rate .. $(1,227)
Valuation allowance ........................... 1,227
-------
Income tax expense per books .................. $ 0
=======
Net deferred tax assets consist of the following components:
NOL Carryover ................................. $ 3,608
Valuation allowance ........................... (3,608)
-------
Net deferred tax asset ........................ $ 0
=======
The Company has filed no income tax returns since inception.
At April 30, 2010, the Company had estimated net loss carry forwards of
approximately $3,600 which expires through its tax year ending 2030. Utilization
of these net operating loss carry forwards may be limited in accordance with
IRCD Section 3.82 in the event of certain shifts in ownership.
F-8
BCS Solutions, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 21, 2010 (INCEPTION) TO APRIL 30, 2010
NOTE 4. STOCKHOLDERS' EQUITY
Common Stock
------------
On April 21, 2010, the Company issued 12,000,000 of its $0.0001 par value common
stock for $9,000 cash to the founder of the Company. The issuance of the shares
was made to the sole officer and director of the Company and an individual who
is a sophisticated and accredited investor, therefore, the issuance was exempt
from registration of the Securities Act of 1933 by reason of Section 4 (2) of
that Act.
There are 300,000,000 Common Shares at $0.0001 par value Authorized with
12,000,000 Issued and Outstanding as of April 30, 2010.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business activities
and may, in the future, become involved in other business opportunities that
become available. He may face a conflict in selecting between the Company and
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period April 21, 2010 (date of
inception) through April 30, 2010 the Company has had a net loss of $3,608. As
of April 30, 2010, the Company has not emerged from the development stage. In
view of these matters, recoverability of any asset amounts shown in the
accompanying financial statements is dependent upon the Company's ability to
begin operations and to achieve a level of profitability. Since inception, the
Company has financed its activities principally from the sale of equity
securities. The Company intends on financing its future development activities
and its working capital needs largely from loans and the sale of public equity
securities with some additional funding from other traditional financing
sources, including term notes, until such time that funds provided by operations
are sufficient to fund working capital requirements.
NOTE 7. CONCENTRATIONS OF RISKS
Cash Balances
-------------
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured
institutions were insured up to at least $250,000 per depositor until December
31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, returned to $100,000 per depositor. The
Company had no deposits in excess of insured amounts as of April 30, 2010.
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 20, 2010, the date which
the financial statements were available to be issued, and no such events have
occurred.
F-9
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
SEC Filing Fee and Printing .. $ 1,000 *
Transfer Agent ............... 0
-------
TOTAL ................... $ 1,000
-------
* estimate
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Florida Business Corporation Act, we can indemnify our directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Our certificate of incorporation provides that, pursuant to Florida law, our
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders. This provision in the
certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for any transaction from which the director directly or indirectly derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Florida law. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities laws or state or federal environmental laws.
Our bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by the Florida Business Corporation Act. We are not,
however, required to indemnify any director or officer in connection with any
(a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or
on behalf of us in the performance of his or his duties as a director or
officer. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
officer in connection with that proceeding on receipt of any undertaking by or
on behalf of that director or officer to repay those amounts if it should be
determined ultimately that he or she is not entitled to be indemnified under our
bylaws or otherwise.
We have been advised that, in the opinion of the SEC, any indemnification for
liabilities arising under the Securities Act of 1933 is against public policy,
as expressed in the Securities Act, and is, therefore, unenforceable.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Prior sales of common shares
BCS Solutions, Inc. is authorized to issue up to 300,000,000 shares of common
stock with a par value of $0.0001. For the period ended April 30, 2010, we had
issued 12,000,000 common shares to our sole officer and director for a total
consideration of $9,000. The issuance of the shares was made to the sole officer
and director of the Company and an individual who is a sophisticated and
accredited investor, therefore, the issuance was exempt from registration of the
Securities Act of 1933 by reason of Section 4 (2) of that Act.
BCS Solutions, Inc. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.
During the past year, BCS Solutions, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:
For the period ended April 30, 2010, BCS Solutions, Inc. issued 12,000,000
shares of common stock to the sole officer and director for cash proceeds of
$9,000 at 0.00075 per share.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation of BCS Solutions, Inc.*
3.2 Bylaws of BCS Solutions, Inc.*
4.1 Specimen Stock Certificate of BCS Solutions, Inc.*
5.1 Opinion of Counsel (to be supplied by amendment).
14.1 Code of Business Conduct and Ethics.*
23.1 Consent of Accountants.*
23.2 Consent of Counsel (to be supplied by amendment).
99.1 Subscription Documents and Procedure of BCS Solutions, Inc.*
_________________
* Filed herewith
II-2
(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1 Articles of Incorporation of BCS Solutions, Inc.
EXHIBIT 3.2 Bylaws of BCS Solutions, Inc.
EXHIBIT 4.1 Specimen Stock Certificate of BCS Solutions, Inc.
EXHIBIT 5.1 Opinion of Counsel.
EXHIBIT 14.1 Code of Business Conduct and Ethics.
EXHIBIT 23.1 Consent of Accountants
EXHIBIT 23.2 Consent of Counsel.
EXHIBIT 99.1 Subscription Documents and Procedure of BCS Solutions, Inc.
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 the 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 that remain unsold at the termination of
the offering.
II-3
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
i. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form S-1. Furthermore, the registrant has
authorized this registration statement and has duly caused this Form S-1
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Roseville, CA 95747, on this 26th day of May, 2010.
BCS Solutions, Inc.
/s/ Tyler Vorhies
-----------------
Tyler Vorhies
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Know all men by these present, that each person whose signature appears below
constitutes and appoints Tyler Vorhies, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
Form S-1 registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Tyler Vorhies May 26, 2010
-----------------
Tyler Vorhies
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
II-
