Attached files
file | filename |
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EX-3.B - TURNPOINT - BYLAWS - Turnpoint Global, Inc. | turnpoint_bylaws.htm |
EX-3.A - TURNPOINT - ARTICLES OF INCORPORATION - Turnpoint Global, Inc. | turnpoint_articles.htm |
EX-5 - TURNPOINT - LEGAL OPINION - Turnpoint Global, Inc. | turnpoint_legalopinion.htm |
EX-99.B - TURNPOINT - SUBSCRIPTION AGREEMENT - Turnpoint Global, Inc. | turnpoint_subagreement.htm |
EX-15.1 - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent.htm |
EX-23.B - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent2.htm |
EX-99.A - TURNPOINT - ESCROW AGREEMENT - Turnpoint Global, Inc. | turnpoint_escrowagreement.htm |
EX-23.A - TURNPOINT - ATTORNEY CONSENT - Turnpoint Global, Inc. | turnpoint_attorneyconsent.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Turnpoint
Global, Inc.
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(Exact
Name of registrant in its charter)
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|||
Delaware
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3999
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27-1953305
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(State
or jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
|
409
West 119th
Street South
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Jenks,
Oklahoma 74037
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(918)
902-6015
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(Address
and telephone number of principal executive offices)
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R.V.
Brumbaugh, Esq.
417
West Foothill Boulevard, Suite B175
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Glendora,
California 91741
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Telephone
(626) 335-7750
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Fax
(626) 335-7750
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|||
(Name,
address and telephone number of agent for service)
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|||
Copies to:
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Ted
D. Campbell II
PO
Box 240
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Jenks,
Oklahoma 74037
Telephone
(918) 902-6015
Fax
(918) 299-3959
|
Approximate
date of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If any of
the securities being registered are being offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box [ ]
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 a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accredited filer or a smaller reporting
company.
Large
accelerated filer
[ ] Accelerated
filer [ ]
Non-accelerated
filer
[ ] Smaller
reporting company [X]
CALCULATION
OF REGISTRATION FEE
Tile
of each class of securities to be registered
|
Dollar
amount to be registered
|
Proposed
maximum offering price per share (1)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee (2)
|
Common
Stock
|
$75,000.00
|
$0.05
|
$75,000.00
|
$X.XX
|
|
(1)
|
This
is an initial offering of securities by the registrant and no current
trading market exists for our common stock. The Offering price of the
common stock offered hereunder has been arbitrarily determined by the
Company and bears no relationship to any objective criterion of
value. The price does not bear any relationship to the assets,
book value, historical earnings or net worth of the Company. In
determining the Offering Price, the Company considered such factors as the
prospects, if any, of similar companies, the previous experience of
management, the Company's anticipated results of operations, the present
financial resources of the Company, and the likelihood of acceptance of
this Offering.
|
|
(2)
|
Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457.
|
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.
1
The
information in this document is not complete and may be changed. The Company may
not sell the securities offered by this document until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities, and the Company is not
soliciting an offer to buy these securities, in any state or other jurisdiction
where the offer or sale is not permitted.
Prospectus
Turnpoint
Global, Inc.
1,500,000
Shares of Common Stock
$0.05 per
share
Turnpoint
Global, Inc. (“TGI” or the "Company") is offering on a best-efforts basis a
minimum of 500,000 and a maximum of 1,500,000 shares of its common stock at a
price of $0.05 per share. The shares are intended to be sold directly
through the efforts of Bo Falkman, our sole officer. The intended methods
of communication include, without limitation, telephone and personal contacts.
For more information, see the section titled "Plan of Distribution"
herein.
The
proceeds from the sale of the shares in this offering will be payable to R.V.
Brumbaugh, Esq. - Trust Account fbo Turnpoint Global, Inc. All
subscription funds will be held in a non-interest or minimum interest bearing
Trust Account pending the achievement of the Minimum Offering and no funds shall
be released to Turnpoint Global, Inc. until such a time as the minimum proceeds
are raised. If the minimum offering is not achieved within 180 days
of the date of this prospectus, all subscription funds will be returned to
investors promptly without interest or deduction of fees. The Company
shall have the right, in its sole discretion, to extend the initial offering
period an additional 180 days. See the section entitled "Plan of Distribution”
herein. Neither the Company nor any subscriber shall be entitled to
interest no matter how long subscriber funds might be held.
The
offering may terminate on the earlier of: (i) the date when the sale of all
1,500,000 shares is completed, (ii) anytime after the minimum offering of
500,000 shares of common stock is achieved, or (ii) 180 days from the effective
date of this document, or any extension thereto (can be extended for an
additional 180 days at sole discretion of the Company).
Prior to
this offering, there has been no public market for Turnpoint Global, Inc.'s
common stock. We are a development stage company which currently has
limited operations and has not generated any revenue. Therefore, any investment
involves a high degree of risk.
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN
AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK
FACTORS” HEREIN ON PAGE 6.
Number
of Shares
|
Offering
Price
|
Underwriting
Discounts & Commissions
|
Proceeds
to the Company
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|
Per
Share
|
1
|
$0.05
|
$0.00
|
$0.05
|
Minimum
|
500,000
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$25,000
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$0.00
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$25,000
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Maximum
|
1,500,000
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$75,000
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$0.00
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$75,000
|
This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Subject
to completion, dated June 8, 2010
2
TABLE
OF CONTENTS
PAGES
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|||||
PART I – INFORMATION REQUIRED IN THE
PROSPECTUS
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|||||
Item
3
|
Summary
Information and Risk Factors
|
4
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Item
4
|
Use
of Proceeds
|
12
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Item
5
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Determination
of Offering Price
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12
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Item
6
|
Dilution
|
13
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Item
7
|
Selling
Shareholders
|
14
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Item
8
|
Plan
of Distribution
|
14
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Item
9
|
Description
of Securities to be Registered
|
16
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Item
10
|
Interests
of Named Experts and Counsel
|
17
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Item
11
|
Information
with Respect to the Registrant
|
18
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Description
of Business
|
18
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Description
of Property
|
20
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Legal
Proceedings
|
21
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Market
price and Dividends on the Issuer’s Common Stock
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21
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
23
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Directors,
Executive Officers, Promoters and Control Persons
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24
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Executive
Compensation
|
26
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Security
Ownership of Certain Beneficial Owners and Management
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26
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Certain
Relationships and Related Transactions
|
27
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Reports
to Security Holders
|
27
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Item
12A
|
Disclosure
of Commission Position on Indemnification
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27
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Financial
Statements – Audited Financial Statements
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28
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Part II – INFORMATION NOT REQUIRED IN THE
PROSPECTUS
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|||||
Item
13
|
Other
Expenses of Issuance and Distribution
|
42
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Item
14
|
Indemnification
of Officers and Directors
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42
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Item
15
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Recent
Sales of Unregistered Securities
|
42
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Item
16
|
Exhibits
and Financial Statements Schedules
|
43
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Item
17
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Undertakings
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44
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Signatures
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45
|
3
PART I: INFORMATION REQUIRED
IN PROSPECTUS
ITEM 3 - SUMMARY INFORMATION
AND RISK FACTORS
SUMMARY
INFORMATION AND RISK FACTORS
THE
COMPANY
Business
Overview
Turnpoint
Global, Inc. ("TGI" or the "Company"), was incorporated in the State of Delaware
on February 17, 2010. The Company is a development stage company with the
principal business objective to identify and/or initiate and develop niche clean
technology products and services for sports market. The clean technology
business strategy will focus on developing the following three potential
products: (1) organic and environmental friendly soil improvement products; (2)
organic sports surfaces for natural turf; and (3) environmental friendly
insulation material based upon extruded glass powder. The Company also plans to
provide consulting services to clients with regards to developmental plans with
regards to the three aforementioned products.
We are a
small, start-up company that lacks a stable customer base. Since our
inception on February 17, 2010 to the present, we have generated no revenues. We
believe that the funds expected to be received from the maximum sale of our
common equity will be sufficient to finance our efforts to become operational
and carry us through the next twelve (12) months. We believe that the recurring
revenues from sales of services will be sufficient to support ongoing
operations. Unfortunately, there can be no assurance that the actual expenses
incurred will not materially exceed our estimates or that cash flows from sales
of services will be adequate to maintain our business. As a result, our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern. If we do not produce sufficient cash
flow to support our operations over the next 12 months, we may need to raise
additional capital by issuing capital stock in exchange for cash in order to
continue as a going concern. There are no formal or informal
agreements to attain such financing. We cannot assure you that any
financing can be obtained or, if obtained, that it will be on reasonable
terms. Without securing additional capital, it may be unlikely for us
to stay in business.
We have
filed this registration statement in an effort to become a fully reporting
company with the Securities and Exchange Commission in order to enhance our
ability to raise additional working capital. There is currently no public market
for our common stock. We are currently in discussions with various market makers
in order to arrange for an application to be made with respect to our common
stock, to be approved for quotation on the Over-the-Counter Bulletin Board
(OTCBB®) upon
the effectiveness of this prospectus and closure of the offering.
Turnpoint
Global, Inc. currently has one individual acting as the sole officer and three
directors of the company. These individuals allocate time and personal
resources to the Company on a part-time basis.
As of the
date of this prospectus, we have 8,500,000 shares of $0.0003 par value common
stock issued and outstanding.
Turnpoint
Global, Inc.’s operations and corporate offices are located at 409 West 119th
Street South, Jenks, Oklahoma 74037, with a telephone number of (918)
902-6015.
Turnpoint
Global, Inc.’s fiscal year end is March 31.
THE
OFFERING
Turnpoint
Global, Inc. is offering, on a best efforts, self-underwritten basis, a minimum
of 500,000 and a maximum of 1,500,000 shares of its common stock at a price of
$0.05 per share. The proceeds from the sale of the shares in this offering
will be payable to "R.V. Brumbaugh, Esq. - Trust Account fbo Turnpoint Global,
Inc." and will be deposited in a non-interest or minimum interest bearing bank
account until the minimum offering proceeds are raised. No interest
shall be paid to any investor or to the Company. All subscription agreements and
checks are irrevocable and should be delivered to R.V. Brumbaugh, Esq. fbo
Turnpoint Global, Inc., at the address provided on the Subscription Agreement.
Failure to do so will result in checks being returned to the investor who
submitted the check. Turnpoint Global, Inc.’s trust agent, R.V.
Brumbaugh, Esq., acts as legal counsel for Turnpoint Global, Inc. and therefore,
may not be considered an independent third party.
All
subscription funds will be held in trust pending the achievement of the Minimum
Offering and no funds shall be released to Turnpoint Global, Inc. until such a
time as the minimum proceeds are raised (see the section titled "Plan of
Distribution" herein). Any additional proceeds received after the
minimum offering is achieved will be immediately released to the Company by the
Escrow Agent, R.V. Brumbaugh, Esq. The offering may terminate on the
earlier of: (i) the date when the sale of all 1,500,000 shares is completed,
(ii) anytime after the minimum offering of 500,000 shares of common stock is
achieved, or (ii) 180 days from the effective date of this document, or any
extension thereto.
4
If the
Minimum Offering is not achieved within 180 days of the date of this prospectus,
all subscription funds will be returned to investors promptly without interest
or deduction of fees unless the Company extends the offering period an
additional 180 days. The Company will deliver stock certificates
attributable to shares of common stock purchased directly to the purchasers
within ninety (90) days of the close of the offering, or as soon thereafter as
practicable.
The
offering price of the common stock has been determined arbitrarily and bears no
relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net
worth.
Turnpoint
Global, Inc. will apply the gross proceeds from the offering to pay for offering
expenses which shall include legal and professional fees, accounting fees,
escrow fees, and state/federal filing fees. Additionally, the Company will apply
the net proceeds, after the payment of offering expenses, to pay for marketing
expenses, administrative expenses, web site preparation, legal and professional
fees, travel expenses, and general working capital.
Turnpoint
Global, Inc. has not presently secured a transfer agent. The Company anticipates
contracting with Empire Stock Transfer, Inc. which has a corporate address at
1859 Whitney Mesa Drive, Henderson, Nevada 89104. The Company anticipates
contracting with Empire Stock Transfer, Inc. prior to the filing of a 15c2-11 in
order to facilitate the processing of stock certificates.
The
purchase of the common stock in this offering involves a high degree of risk.
The common stock offered in this prospectus is for investment purposes
only and currently no market for our common stock exists. Please refer to
the sections entitled "Risk Factors" and "Dilution" below in this prospectus
before making an investment in this stock.
SUMMARY
FINANCIAL INFORMATION
The
following table sets forth summary financial data derived from our financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
Turnpoint
Global, Inc.
(A
Developmental Stage Company)
Statements
of Operations Data
Inception
February 17, 2010
through
March 31, 2010
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REVENUES
|
$
|
-
|
|||
Cost
of Sales
|
-
|
||||
Gross
Margin
|
-
|
||||
EXPENSES
|
|||||
Services
performed by Related Party
|
2,550
|
||||
General
and Administrative
|
810
|
||||
Total
Expenses
|
3,360
|
||||
LOSS
FROM OPERATIONS
|
3,360
|
||||
INCOME
TAX EXPENSE
|
-
|
||||
NET
LOSS
|
$
|
3,360
|
|||
BASIC
LOSS PER COMMON SHARE
|
$
|
(0.00)
|
|||
WEIGHTED
AVERAGE NUMBER OF
COMMON
SHARES OUTSTANDING
|
8,500,000
|
5
Turnpoint
Global, Inc.
(A
Developmental Stage Company)
Balance
Sheets Data
March
31, 2010
|
||
ASSETS
|
||
Current
Assets
|
||
Cash
|
$
|
-
|
TOTAL
ASSETS
|
$
|
-
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
|
||
CURRENT
LIABILITIES
|
||
Accounts
Payable
|
$
|
-
|
Related
Party Payable
|
810
|
|
Total
Current Liabilities
|
810
|
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
||
Common
stock, 10,000,000 shares authorized at par value of $0.0003; 8,500,000
shares issued and outstanding
|
2,250
|
|
Additional
Paid In Capital
|
-
|
|
Accumulated
Deficit
|
(3,360)
|
|
Total
Stockholders’ Equity (Deficit)
|
(810)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$
|
-
|
(Balance
of the Page Intentionally Left Blank)
6
RISK
FACTORS
INVESTMENT
IN THE SECURITIES OFFERED HEREIN IS SPECULATIVE, IS SUBJECT TO A NUMBER OF RISKS
AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO
THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT
DECISION CONCERNING THE COMMON STOCK. ONLY THOSE INVESTORS WHO ARE PREPARED TO
POTENTIALLY RISK A TOTAL FINANCIAL LOSS OF THEIR INVESTMENT IN THIS COMPANY
SHOULD CONSIDER INVESTING.
THE
FACTORS SET FORTH BELOW, ALONG WITH THE OTHER INFORMATION CONTAINED HEREIN,
SHOULD BE CONSIDERED CAREFULLY IN EVALUATING OUR PROSPECTS. FURTHER,
THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, GOALS, OBJECTIVES, EXPECTATIONS
AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS SECTION APPLY
TO ALL FORWARD-LOOKING STATEMENT WHEREVER THEY APPEAR IN THIS
DOCUMENT. READERS ARE CAUTIONED THAT, WHILE THE FORWARD-LOOKING
STATEMENTS REFLECT OUR GOOD FAITH BELIEFS, THEY ARE NOT GUARANTEES OF FUTURE
PERFORMANCE, AND INVOLVE KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN ADDITION, ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN AND OUR BUSINESS, OUR FINANCIAL CONDITION OR THE
RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED. IN
SUCH CASE, SOME OF THE FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS DOCUMENT. IN THE EVENT THAT ACTUAL RESULTS DO NOT MEET
EXPECTATIONS, THERE COULD BE A CONSEQUENT NEGATIVE EFFECT ON THE POSITION OF
INVESTORS.
Turnpoint
Global, Inc.’s operations depend solely on the efforts of Bo Falkman, the sole
officer (and a director) of the Company and Bertil Olsson and Ted D. Campbell
II, the other directors of the Company. Mr. Falkman, Mr. Olsson, and
Mr. Campbell have limited experience related to public company
management. Because of this, we may be unable to offer and sell the
shares in this offering, develop our business or manage our public reporting
requirements. The Company cannot guarantee that it will be able overcome any
such obstacles.
The
officers and directors of the Company are involved in other employment
opportunities and may periodically face a conflict in selecting between
Turnpoint Global, Inc. and other personal and professional
interests. The Company has not formulated a policy for the resolution
of such conflicts should they occur. If the Company loses Mr. Falkman, Mr.
Olsson, or Mr. Campbell to other pursuits, the Company may not be able to
recover or to hire additional personnel which could affect the Company’s current
operations.
BECAUSE WE HAVE ONLY
RECENTLY COMMENCED BUSINESS OEPRATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE.
We have
only recently commenced business operations and have not earned revenues to
date. We possess no operating history and nor any prior experience in
managing a public company. There is no assuredness as to successful
operations by us. It is not possible at this time to predict success
with any degree of assurance due to problems associated with the commencement of
new business. An investor should consider the risks, expenses and
uncertainties that an early stage company like ours faces. Potential
investors should be aware that there is a substantial risk of failure associated
with any new business venture as a result of problems encountered in connection
with the commencement of new operations. These include, but are not
limited to, unanticipated problems relating to the entry of new competition,
unanticipated moves by existing competition and unknown or unexpected additional
costs and expenses that may exceed current estimates. Also, to date,
we have completed only partial development of our intended operations and we can
provide no assurance that our company will have a successful commercial
application. There is no operating history upon which to base any
projections as to the likelihood that we will prove successful in our current
business plan, and thus there can be no assurance that we will be a viable,
ongoing concern.
PURCHASERS IN THIS OFFERING
WILL HAVE NO OR LIMITED CONTROL OVER DECISION MAKING BECAUSE THE COMPANY’S SOLE
OFFICER AND DIRECTOR CONTROLS A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON
STOCK.
Bo
Falkman, an officer and director of the company, beneficially owns 82.35% of the
outstanding common stock at the present time. As a result of such ownership,
investors in this offering will have limited control over matters requiring
approval by our security holders, including the election of directors.
Assuming the minimum amount of shares of this offering is sold, he would
retain 77.78% ownership in our common stock. In the event the maximum
offering is attained, she will own 70.00% of our outstanding common
stock. This concentrated control may also make it difficult for our
stockholders to receive a premium for their shares of our common stock in the
event the Company enters into transactions which require stockholder approval.
In addition, certain provisions of Delaware law could have the effect of
making it more difficult or more expensive for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of
the
7
Company. This
concentration of ownership limits the power to exercise control by the minority
shareholders.
INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF THE COMPANY FAILS TO IMPLEMENT ITS BUSINESS
PLAN.
As a
development stage company, we expect to face substantial risks, uncertainties,
expenses and difficulties. Since inception, we have no demonstrable
operational history of any substance upon which you can evaluate our business
and prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development. These risks include, without
limitation, competition, the absence of ongoing revenue streams, inexperienced
management, lack of sufficient capital, and lack of brand
recognition. We cannot guarantee that it will be successful in
accomplishing its objectives.
As of the
date of this prospectus, we have had only limited start-up operations and have
not generated limited revenues. Taking these facts into account,
independent auditors have expressed substantial doubt about our ability to
continue as a going concern. See the independent auditors' report to the
financial statements which is included in this Registration Statement, of which
this prospectus is a part. In addition, our lack of operating capital
could negatively impact the value of our common shares and could result in the
loss of your entire investment.
THE COSTS, EXPENSES AND
COMPLEXITY OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR
OPERATIONS.
After the
effectiveness of this Registration Statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended.
The costs of complying with these complex requirements may be substantial and
require extensive consumption of our time and retention of expensive specialists
in this area. In the event we are unable to establish a base of operations
that generates sufficient cash flows or cannot obtain additional equity or debt
financing, the costs of maintaining our status as a reporting entity may inhibit
our ability to continue our operations.
THE COMPANY MAY NOT BE ABLE
TO GENERATE REVENUES.
We expect
to earn revenues solely in our chosen business area. In the opinion
of our sole officers and directors, we reasonably believe that the Company will
begin to generate significant revenues within approximately twelve months from
the date the minimum offering is achieved. However, failure to
generate sufficient and consistent revenues to fully execute and adequately
maintain our business plan may result in failure of our business.
COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS.
The
market for customers is intensely competitive and such competition is expected
to continue to increase. Generally, our actual and potential
competitors are individuals or small companies with longer operating histories,
greater financial and marketing resources, greater name recognition and an
entrenched client base. Therefore, many of these competitors may be
able to devote greater resources to attracting customers and be able to grant
preferred pricing. Competition by existing and future competitors
could result in our inability to secure an adequate consumer base sufficient
enough to support our endeavors. We cannot be assured that it will be
able to compete successfully against present or future competitors or that the
competitive pressure it may face will not force us to cease
operations.
WE MAY NOT BE ABLE TO ATTAIN
PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE
UNAVAILABLE.
We have
limited capital resources. To date, we have funded our operations
with nominal initial capital and have not generated funds from operations to be
profitable or to maintain consistent operations. Unless we begin to
generate sufficient revenues to finance operations as a going concern on a
consistent basis, we may experience liquidity and solvency
problems. Such liquidity and solvency problems may force us to cease
operations if additional financing is not available. In the event our cash
resources are insufficient to continue operations, we intend to consider raising
additional capital through offerings and sales of equity or debt
securities. In the event we are unable to raise sufficient funds, we
will be forced to terminate business operations. The possibility of
such an outcome presents a risk of a complete loss of your investment in our
common stock.
YOU MAY NOT BE ABLE TO SELL
YOUR SHARES BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK.
There is
no public market for our common stock. The majority of our issued and
outstanding common stock is currently held by Bo Falkman and Bertil Olsson,
current officer and directors of the Company. Therefore, the current and
potential market for our common stock is limited. In the absence of being
listed, no market is available for investors in our common stock to sell their
shares. We cannot guarantee that a meaningful trading market will develop
or that we will be successful in attaining listing on the OTCBB® or
any other market.
8
If our
stock ever becomes tradable, the trading price of our common stock could be
subject to wide fluctuations in response to various events or factors, many of
which are or will be beyond our control. In addition, the stock market may
experience extreme price and volume fluctuations without a direct relationship
to the operating performance.
INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE OUR STOCK WILL BE SUBJECT TO
PENNY STOCK REGULATION.
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange system). The rules, in part,
require broker/dealers to provide penny stock investors with increased risk
disclosure documents and make a special written determination that a penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These heightened disclosure requirements may
have the effect of reducing the number of broker/dealers willing to make a
market in our shares, thereby reducing the level of trading activity in any
secondary market that may develop for our shares. Consequently,
customers in our securities may find it difficult to sell their securities, if
at all.
INVESTORS IN THIS OFFERING
WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL
DILUTION.
Bo
Falkman and Bertil Olsson, who both serve as an either an officer and director
or both, acquired a total of 8,500,000 restricted shares of our common stock at
a price valued at the par value of $0.0003. Upon the sale of the common
stock offered hereby, the investors in this offering will experience an
immediate and substantial "dilution." Therefore, the investors in this
offering will bear a substantial portion of the risk of loss. Additional
sales of our common stock in the future could result in further dilution.
Please refer to the section titled "Dilution" herein.
ALL OF OUR PRESENTLY ISSUED
AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES
ACT, AS AMENDED. WHEN THE RESTRICTION ON ANY OR ALL OF THESE SHARES IS
LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON
STOCK COULD BE ADVERSELY AFFECTED.
All of
the presently outstanding shares of common stock (8,500,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which became effective on February 15, 2008. Pursuant to the
new Rule 144, one year must elapse from the time a “shell company”, as defined
in Rule 405, ceases to be a “shell company” and files Form 10 information with
the SEC, before a restricted shareholder can resell their holdings in reliance
on Rule 144. Form 10 information is equivalent to information that a company
would be required to file if it were registering a class of securities on Form
10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the
amended Rule 144, restricted or unrestricted securities, that were initially
issued by a reporting or non-reporting shell company or an Issuer that has at
anytime previously a reporting or non-reporting shell company as defined in Rule
405, can only be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founders of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
THE COMPANY IS SELLING THE
SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND MAY NOT BE ABLE TO
SELL ANY OF THE SHARES OFFERED HEREIN.
The
common shares are being offered on our behalf by Bo Falkman, our sole officer
and a director of the Company, on a best-efforts basis. No
broker-dealer has been retained as an underwriter and no broker-dealer is under
any obligation to purchase any common shares. There are no firm
commitments to purchase any of the shares in this offering. Consequently,
there is no guarantee that the Company, through its officers and directors, is
capable of selling all, or any, of the common
9
shares
offered hereby.
THE COMPANY MAY LOSE ITS TOP
MANAGEMENT WITHOUT EMPLOYMENT AGREEMENTS.
Our
operations depend substantially on the skills, knowledge and experience of Bo
Falkman, our sole officer and a director of the Company, along with Bertil
Olsson, our Chairman of the Board and Ted D. Campbell II, a Director. The
Company has no other full or part-time individuals devoted to the development of
our company. Furthermore, the Company does not maintain key man life
insurance. Without an employment contract, we may lose Mr. Falkman,
Mr. Olsson, and Ted D. Campbell II, the officer and directors of the Company, to
other pursuits without a sufficient warning and, consequently, we may be forced
to terminate our operations.
Mr.
Falkman, Mr. Olsson, and Ted D. Campbell II, the officer and directors of the
Company, are involved in other opportunities and may face a conflict in
selecting between the Company and other interests and
opportunities. We have not formulated a policy for the solution of
such conflicts and potential losses. If we lose Mr. Falkman, Mr.
Olsson, and Ted D. Campbell II to other pursuits without a sufficient warning,
we may be forced to terminate our operations.
OUR INTERNAL CONTROLS MAY BE
INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING TO BE UNRELIABLE AND LEAD
TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule
13a-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and/or directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements. Our internal controls may be
inadequate or ineffective, which could cause our financial reporting to be
unreliable and lead to misinformation being disseminated to the public.
Investors relying upon this misinformation may make an uninformed
investment decision.
IF WE ARE UNABLE TO CONTINUE
AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR
INVESTMENT.
As of the
date of this Prospectus, we have had started operations and generated no
revenues. Taking these facts into account, our independent registered
public accounting firm has expressed substantial doubt about our ability to
continue as a going concern in the independent registered public accounting
firm's report to the financial statements included in the registration
statement, of which this prospectus is a part. If our business fails, the
investors in this offering may face a complete loss of their
investment.
OUR SOLE OFFICERS AND
DIRECTORS WORKS ON A PART-TIME BASIS. AS A RESULT, WE MAY BE UNABLE
TO DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC REPORTING
REQUIREMENTS.
Our
operations depend on the efforts of Mr. Falkman, Mr. Olsson, and Ted D. Campbell
II, the officer and directors of the Company. Mr. Falkman, Mr. Olsson, and Ted
D. Campbell II have no experience related to public company management. Because
of this, we may be unable to offer and sell the shares in this offering and
develop and manage our business. The Company cannot guarantee you that it
will overcome any such obstacles.
Mr.
Falkman, Mr. Olsson, and Ted D. Campbell II are involved in other opportunities
and may face a conflict in selecting between the Company and other business
interests or opportunities. We have not formulated a policy for the
resolution of such conflicts. If we lose Mr. Falkman, Mr. Olsson, and Ted
D. Campbell II to other pursuits without a sufficient warning, the Company may,
consequently, be forced to terminate operations and go out of
business.
WE MAY BE UNABLE TO GENERATE
SUSTAINABLE REVENUE WITHOUT SUBSTANTIAL SALES, MARKETING OR DISTRIBUTION
CAPABILITIES.
The
Company has not substantially commenced its planned business strategy and does
not have any significant sales and marketing capabilities in place yet. We
cannot guarantee that we will be able to develop a sales and marketing plan or
to
10
develop
effective operational capabilities. In the event we are unable to
successfully implement these objectives, we may be unable to generate sales and
consequently may be forced to cease operations.
The
Company may also be unable to obtain sufficient quantities of quality clientele
on acceptable commercial terms because it does not have any long term agreements
or commitments in place. Our business would be seriously harmed if we
were unable to develop and maintain marketing relationships on acceptable
terms.
OUR REVENUE AND GROSS MARGIN
COULD SUFFER IF WE FAIL TO MANAGE OUR BUSINESS PLAN AND/OR
ACCOUNTS.
Our
business depends on our ability to acquire a steady base of customers and to be
able to anticipate the needs of that customer base on a timely basis.
Given that we are in the development stage, we may be unable to accurately
anticipate the development of a customer base or be able to accommodate and
service their needs. If we fail to anticipate customer demand properly or
have a delay in the establishment of a substantial, reliable customer base, our
business may be seriously, adversely affected to the extent that we may
terminate operations.
FAILURE BY THE COMPANY TO
ANTICIPATE AND RESPOND TO CHANGES IN CONSUMER PREFERENCES MAY ADVERSELY AFFECT
REVENUES.
Any
change in the preferences of our potential customers or developments in the
industry that the Company fails to anticipate and adapt to could reduce customer
base and the demand for our services. Failure to anticipate and respond to
changes in consumer preferences and demands could lead to, among other things,
customer dissatisfaction, failure to attract demand for our proposed services
and lower profit margins.
Special
Note Regarding Forward-Looking Statements
This
prospectus contains forward-looking statements about our business, financial
condition and prospects that reflect our management's assumptions and beliefs
based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks
and uncertainties underlying such expectations should materialize, the actual
results may differ materially from those indicated by the forward-looking
statements.
The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of the proposed
services that we expect to market, our ability to establish a substantial
customer base, managements' ability to raise capital in the future, the
retention of key employees and changes in the regulation of the industry in
which we function.
There may
be other risks and circumstances that management may be unable to predict.
When used in this document, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such
expressions.
FOR
ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, THE
SHARES OFFERED HEREIN INVOLVE A HIGH DEGREE OF RISK. ANY PERSON
CONSIDERING THE PURCHASE OF THESE SHARES SHOULD BE AWARE OF THESE RISKS AND
OTHER FACTORS SET-FORTH IN THIS MEMORANDUM AND SHOULD CONSULT WITH HIS/HER
LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE
COMPANY. THE SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN
AFFORD TO LOSE ALL OF THEIR INVESTMENT.
[Balance
of this Page Intentionally Left Blank]
11
ITEM 4 - USE OF
PROCEEDS
Without
realizing the minimum offering proceeds, we will not be able to fully implement
our business plan. Please refer to the section, herein, titled
"Management's Discussion and Plan of Operation" for further
information. In the case that the Offering does not reach the maximum
and the total proceeds are less than those indicated in the table, we will have
the discretion to apply the available net proceeds to various indicated uses
within the dollar limits established in the table above.
The
Company intends to use the proceeds from this offering as follows:
Minimum
|
50%
of Maximum
|
Maximum
|
||||
Application
Of Proceeds
|
$
|
%
of total
|
$
|
%
of total
|
$
|
%
of total
|
Total
Offering Proceeds
|
25,000
|
100.00
|
50,000
|
100.00
|
75,000
|
100.00
|
Offering
Expenses
|
||||||
Legal
and Professional Fees
|
5,000
|
25.00
|
5,000
|
10.00
|
5,000
|
6.67
|
Accounting
Fees
|
3,500
|
14.00
|
3,500
|
7.00
|
3,500
|
4.67
|
Escrow
Fees
|
1,000
|
4.00
|
1,000
|
2.00
|
1,000
|
1.33
|
Filing
Fees – State and Federal
|
500
|
2.00
|
500
|
1.00
|
500
|
0.67
|
Total
Offering Expenses
|
10,000
|
40.00
|
10,000
|
20.00
|
10,000
|
13.33
|
Net
Proceeds from Offering
|
15,000
|
60.00
|
40,000
|
80.00
|
65,000
|
86.67
|
Use
of Net Proceeds
|
||||||
Marketing
Expenses
|
2,500
|
10.00
|
10,000
|
20.00
|
12,500
|
16.67
|
Administrative
Expenses
|
1,250
|
5.00
|
5,000
|
10.00
|
10,000
|
13.33
|
Web
Site Preparation
|
2,500
|
10.00
|
5,000
|
10.00
|
10,000
|
13.33
|
Legal
and Professional Fees
|
2,500
|
10.00
|
5,000
|
10.00
|
7,500
|
10.00
|
Travel
Expense
|
2,500
|
10.00
|
7,500
|
15.00
|
13,750
|
18.34
|
Working Capital (1)
|
3,750
|
15.00
|
7,500
|
15.00
|
11,250
|
15.00
|
Total
Use of Net Proceeds
|
15,000
|
60.00
|
40,000
|
80.00
|
65,000
|
86.67
|
Total
Use of Proceeds
|
25,000
|
100.00
|
50,000
|
100.00
|
75,000
|
100.00
|
Notes:
(1)
The category of General Working Capital may include, but not be limited
to, printing costs, postage, communication services, overnight delivery charges,
additional professional fees and other general operating expenses.
ITEM 5 - DETERMINATION OF
OFFERING PRICE
DETERMINATION
OF OFFERING PRICE
The
offering price of the common stock has been arbitrarily determined and bears no
relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net worth.
In determining the offering price, management considered such factors as
the prospects, if any, for similar companies, anticipated results of operations,
present financial resources and the likelihood of acceptance of this
offering. No valuation or appraisal has been prepared for our
business. We cannot assure you that a public market for our
securities will develop or continue or that the securities will ever trade at a
price higher than the offering price.
12
ITEM 6 –
DILUTION
DILUTION
"Dilution"
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering,
the level of dilution is increased as a result of the relatively low book value
of our issued and outstanding stock. Assuming all shares offered
herein are sold, giving effect to the receipt of the maximum estimated proceeds
of this offering from shareholders net of the offering expenses, our net book
value will be $64,190.00 or $0.0064190 per share. Therefore, the purchasers of
the common stock in this offering will incur an immediate and substantial
dilution of approximately $0.043581 per share while our present stockholders
will receive an increase of $0.006514 per share in the net tangible book value
of the shares they hold. This will result in an 87.16% dilution for purchasers
of stock in this offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering:
Minimum
|
Maximum
|
|
Offering
|
Offering
|
|
Offering
Price Per Share
|
$0.05
|
$0.05
|
Book
Value Per Share Before the Offering
|
$(0.00095)
|
$(0.000095)
|
Book
Value Per Share After the Offering
|
$0.00157
|
$0.00642
|
Net
Increase to Original Shareholders
|
$0.00167
|
$0.00614
|
Decrease
in Investment to New Shareholders
|
$0.04842
|
$0.04358
|
Dilution
to New Shareholders (%)
|
96.85%
|
87.16%
|
[Balance
of this Page Intentionally Left Blank]
13
ITEM 7 – SELLING
SHAREHOLDERS
SELLING
SHAREHOLDERS
There are
no selling shareholders in this offering
ITEM 8 - PLAN OF
DISTRIBUTION
PLAN
OF DISTRIBUTION
There is
no public market for our common stock. Our common stock is currently
held by two (2) shareholders of record. Therefore, the current and
potential market for our common stock is limited and the liquidity of our shares
may be severely limited. To date, we have made no effort to obtain
listing or quotation of our securities on a national stock exchange or
association. We have not identified or approached any broker/dealers
with regard to assisting us to apply for such listing. We are unable
to estimate when we expect to undertake this endeavor or that we will be
successful. In the absence of listing, no market is available for
investors in our common stock to sell their shares. We cannot
guarantee that a meaningful trading market will develop or that we will be able
to get our common stock listed for trading.
If the
stock ever becomes tradable, the trading price of our common stock could be
subject to wide fluctuations in response to various events or factors, many of
which are beyond our control. As a result, investors may be unable to
sell their shares at or greater than the price at which they are being
offered.
This
offering will be conducted on a best-efforts basis utilizing the efforts of Bo
Falkman our sole officer and a director of the Company. Potential
investors include, but are not limited to, family, friends and acquaintances of
Bo Falkman and his associates. The intended methods of communication
include, without limitation, telephone and personal contact. In their
endeavors to sell this offering, they will not use any mass advertising methods
such as the internet or print media.
Funds
received by the sales agent in connection with sales of our securities will be
transmitted immediately into a trust account until the minimum sales threshold
is reached. There can be no assurance that all, or any, of the shares will
be sold.
Bo
Falkman will not receive commissions for any sales originated on our behalf.
We believe that Bo Falkman is exempt from registration as a broker under
the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of
1934. In particular, as to Bo Falkman, they:
|
1.
|
Are
not subject to a statutory disqualification, as that term is defined in
Section 3(a)39 of the Act, at the time of his or her participation;
and
|
|
2.
|
Are
not to be compensated in connection with his participation by the payment
of commissions or other remuneration based either directly or indirectly
on transactions in securities; and
|
|
3.
|
Are
not an associated person of a broker or dealer;
and
|
4. Meets the conditions of
the following:
|
a.
|
Primarily
performs, or is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the issuer otherwise than in
connection with transactions in securities;
and
|
|
b.
|
Was
not a broker or dealer, or associated persons of a broker or dealer,
within the preceding 12 months; and
|
|
c.
|
Did
not participate in selling an offering of securities for any issuer more
than once every 12 months other than in reliance on paragraphs within this
section, except that for securities issued pursuant to rule 415 under the
Securities Act of 1933, the 12 months shall begin with the last sale of
any security included within rule 415
Registration.
|
No
officers or directors of the Company may purchase any securities in this
offering.
There can
be no assurance that all, or any, of the shares will be sold. As of this
date, we have not entered into any agreements or arrangements for the sale of
the shares with any broker/dealer or sales agent. However, if we were to
enter into such arrangements, we will file a post effective amendment to
disclose those arrangements because any broker/dealer participating in the
offering would be acting as an underwriter and would have to be so named
herein.
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they
14
have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and with which we have
complied. The purchasers in this offering and in any subsequent trading
market must be residents of such states where the shares have been registered or
qualified for sale or an exemption from such registration or qualification
requirement is available. As of this date, we have not identified the specific
states where the offering will be sold.
The
proceeds from the sale of the shares in this offering will be payable to R.V.
Brumbaugh, Esq. Trust Account fbo Turnpoint Global, Inc. ("Trust Account") and
will be deposited in a non-interest or minimum interest bearing bank account
until the minimum offering proceeds are raised. Failure to reach the
minimum offering will result in checks being returned to the investor, who
submitted the check. No interest will be paid to any shareholder or
the Company. All subscription agreements and checks are
irrevocable. All subscription funds will be held in the Trust
Account pending achievement of the Minimum Offering and no funds shall be
released to Turnpoint Global, Inc. until such a time as the minimum proceeds are
raised. The trust agent will continue to receive funds and perform
additional disbursements until either the Maximum Offering is achieved or a
period of 180 days from the effective date of this offering expires (unless an
additional 180 days if so extended by the Company), whichever event first
occurs. Thereafter, this escrow agreement shall terminate. If the
Minimum Offering is not achieved within 180 days of the date of this prospectus
(or an additional 180 days if so extended by the Company), all subscription
funds will be returned to investors promptly without interest or deduction of
fees. The fee of the Trust Agent is $1,000.00. [See Exhibit
99(a)].
Investors
can purchase common stock in this offering by completing a Subscription
Agreement [attached hereto as Exhibit 99(b)] and sending it together with
payment in full. All payments must be made in United States currency
either by personal check, bank draft, or cashiers check. There is no
minimum subscription requirement. All subscription agreements and
checks are irrevocable. The Company expressly reserves the right to either
accept or reject any subscription. Any subscription rejected will be
returned to the subscriber within ten (10) business days of the rejection date.
Furthermore, once a subscription agreement is accepted, it will be
executed without reconfirmation to or from the subscriber. Once we accept
a subscription, the subscriber cannot withdraw it.
[Balance
of this Page Intentionally Left Blank]
15
ITEM 9 - DESCRIPTION OF
SECURITIES TO BE REGISTERED
COMMON
STOCK
Turnpoint
Global, Inc. is authorized to issue 10,000,000 shares of common stock, $0.0003
par value. The company has issued 8,500,000 shares of common stock to
date held by two (2) shareholders of record.
The
holders of Turnpoint Global, Inc.’s common stock:
|
1.
|
Have
equal ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of
Directors;
|
|
2.
|
Are
entitled to share ratably in all of assets available for distribution to
holders of common stock upon liquidation, dissolution, or otherwise
winding up of corporate affairs;
|
|
3.
|
Do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
4.
|
Are
entitled to one vote per share on all matters on which stockholders may
vote.
|
All
shares of common stock now outstanding are fully paid for and non assessable and
all shares of common stock which are the subject of this offering, when issued,
will be validly issued, fully paid for, non assessable and free of preemptive
rights.
The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange system). The penny stock rules
require a broker/dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker/dealer, and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from such rules,
the broker/dealer must make a special written determination that a penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These heightened disclosure requirements may
have the effect of reducing the number of broker/dealers willing to make a
market in our shares, reducing the level of trading activity in any secondary
market that may develop for our shares, and accordingly, customers in our
securities may find it difficult to sell their securities, if at
all.
The
Company has no current plans to neither issue any preferred stock nor adopt any
series, preferences or other classification of preferred stock. The Board of
Directors is authorized to (i) provide for the issuance of shares of the
authorized preferred stock in series and (ii) by filing a certificate pursuant
to the laws of Delaware, to establish from time to time the number of shares to
be included in each such series and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof, all without any further vote or action by the
stockholders. Any shares of issued preferred stock would have priority
over the common stock with respect to dividend or liquidation rights. Any
future issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the company without further action by the
stockholders and may adversely affect the voting and other rights of the holders
of common stock.
The
issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of stockholders, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that potentially some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock exchange
rules.
PREEMPTIVE
RIGHTS
No holder
of any shares of Turnpoint Global, Inc. stock has preemptive or preferential
rights to acquire or subscribe for any unissued shares of any class of stock or
any unauthorized securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock not disclosed
herein.
16
NON-CUMULATIVE
VOTING
Holders
of Turnpoint Global, Inc. 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 such event, the holders of the remaining shares will not
be able to elect any directors.
CASH
DIVIDENDS
As of the
date of this prospectus, Turnpoint Global, Inc. has not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at
the discretion of the Board of Directors and will depend upon earnings, if any,
capital requirements and our financial position, general economic conditions,
and other pertinent conditions. The Company does not intend to pay any
cash dividends in the foreseeable future, but rather to reinvest earnings, if
any, in business operations.
REPORTS
After
this offering, Turnpoint Global, Inc. will make available to its shareholders
annual financial reports certified by independent accountants, and may, at its
discretion, furnish unaudited quarterly financial reports.
ITEM 10 - INTEREST OF NAMED
EXPERTS AND COUNSEL
INTEREST
OF NAMED EXPERTS AND COUNSEL
R.V.
Brumbaugh, Esq. is special legal counsel to the Company. Mr. Brumbaugh has a
business address of 417 West Foothill Boulevard, Suite B175, Glendora,
California 91741. Mr. Brumbaugh has provided an opinion on the
validity of the common stock to be issued pursuant to this Registration
Statement. As payment for such services, Mr. Brumbaugh was paid
$3.500. Mr. Brumbaugh has also been retained as special counsel to
our Company for purposes of facilitating our efforts in securing registration
before the Commission and eventual listing on the OTCBB®.
[Balance
of this Page Intentionally Left Blank]
17
ITEM 11 - INFORMATION WITH
RESPECT TO THE REGISTRANT
DESCRIPTION
OF BUSINESS
Business
Summary
Turnpoint
Global, Inc. ("TGI" or the "Company"), was originally incorporated in the State
of Delaware on February 17, 2010. The Company is a development stage company
with the principal business objective to identify and/or initiate and develop
niche clean technology products and services for sports market. The clean
technology business strategy will focus on developing the following three
potential products: (1) organic and environmental friendly soil improvement
products; (2) organic sports surfaces for natural turf; and (3) environmental
friendly insulation material based upon extruded glass powder. The Company also
plans to provide consulting services to clients with regards to developmental
plans with regards to the three aforementioned products.
We are a
small, start-up company that lacks a stable customer base. Since our
inception on February 17, 2010 to the present, we have generated no revenues and
have incurred a cumulative net loss as reflected in the financial statements.
Additionally, we have no or nominal assets and, as such, we are defined as a
“Shell Company” under Rule 405 of the Securities Act of 1933, as amended (the
“Securities Act”). The Company has never been party to any bankruptcy,
receivership or similar proceeding, nor has it undergone any material
reclassification, merger, consolidation, purchase or sale of a significant
amount of assets not in the ordinary course of business.
Turnpoint
Global, Inc. has yet to commence planned significant operations. As of the
date of this Prospectus, we have had only limited start-up operations and have
not generated any revenues. The Company believes that, if it obtains the
minimum proceeds from this offering, it will be able to implement the business
plan and conduct business pursuant to the business plan for the next 12
months.
Turnpoint
Global, Inc.’s operations and corporate offices are located at 409 West 119th
Street South, Jenks, Oklahoma 74037, with a telephone number of (918)
720-2526.
Turnpoint
Global, Inc.’s fiscal year end is March 31.
Business
Vision and
Concept
The
Company anticipates partnering in projects focusing on environmental awareness
and safe investments within areas where public health, sports arenas, energy
effectiveness and renewable energy are important elements.
The
business idea of TGI is to focus on environmental awareness and to deliver
services and products within the sports industry with a sustainable value to the
society and general public.
Business
Objectives and Strategy
The
Company aims at creating advantage to the society by focusing on solutions that
contribute to a sustainable development for the public health and the
environment. TGI also aims at creating new solutions that more efficiently
protect the environment and reduce the impact of climate change. The Company
aims at a substantial expansion in the next five years both in turnover and
EBITDA.The Company will seek to reach the defined objectives along the following
main strategic directions:
|
·
|
Further
develop the company by entering new
markets
|
|
·
|
Acquire
new companies that will contribute by their existing
business
|
|
·
|
Develop,
design and eventually own facilities (with appropriate financing) for
sport and leisure with long term rental agreements with the local
municipality
|
Business
Units
The
Company will be organized in three strategic business units (SBUs):
|
·
|
Clean technology
products
|
|
·
|
Consultancy
|
|
·
|
Real
estate development
|
18
Product
Development
Clean Technology
Products
The
overall business idea is to identify and/or initiate and develop niche products
for sports with the world market as potential. Clean technology products are
focusing in three different areas:
|
·
|
Organic
and environmental friendly Soil Improvement
Products
|
|
·
|
Organic
Sports Surfaces for natural turf
|
|
·
|
Environmental
friendly Insulation Material based on extruded glass
powder
|
Soil
Improvement Products
The
Company plans on offering soil improvement products based on alginates are used
to enhance growth at low temperature in the winter and spring season, and to
secure the right amount of humidity in the soil during the hot summer season.
The product is developed and patented by Tilco Biochemie GmBh in Germany, and
the Company will be a concessionary for the product line in the Nordic region
and in UK and Ireland.Our primary market is the sports industry. Our secondary
market is horticulture and agriculture including wine industry and food
production (animal and fish).
Sport
Surfaces
In colder
climate, in the winter, early spring, and autumn, the turf/playing surface is
fragile to wear and tear. In these periods, the turf often moistures; the
surface is uneven and parts of the field are yellow with old, putrefied grass.
Lack of drainage is often a major problem with salt contamination of the growth
layer as a crucial result. Maintenance and replacement costs are substantial and
the utilization is low. In warmer climates, the grass faces the problem of heat.
Maintenance crews have to supply hundreds of m3 of water. But heat and water can
damage even the best quality grass.The natural turf system is offered in two
different versions. One with a low temperate under soil-heating system for all
year use, and one without heating for a prolonged autumn season and for reducing
the winter damages on the field in early spring.Compared to traditional grass
fields with an under-soil heating system, the organic natural turf we plan on
marketing has the following advantages:
|
·
|
The
system ensures a perfect and even temperature for the grass roots all
year. Our natural turf system is unique as it can maintain a constant
temperature in the root layer regardless of changes in the climate. Due to
the use of alginates the system operates at a lower temperature than that
of a traditional grass field with under-soil heating, resulting in
substantially lower heating costs during the cold
season.
|
|
·
|
Heating/cooling
is supplied through integrated water pipes on top of an insulated pad with
drainage capabilities. Since our growth layer is based on 100% sand, the
pad will not cloth and the drainage capabilities through the pad will be
consistent over time.
|
|
·
|
The
system uses low temperate water for heating (below 28oC), ensuring that
there will be no overheating of the
roots.
|
|
·
|
Our
system ensures that the heating and cooling can be adapted dependent of
the user’s requirements and on the local climate. The system is flexible
and can regulate heating/cooling in zones, depending on sun and shade
conditions.
|
We
regularly measure the growth conditions for the grass roots, and will adjust the
treatment program on a monthly basis and deliver soil improvement products to
make sure that the turf’s high quality is consistent. The natural turf system
provides robust grass and roots, and a prolonged autumn season and an early
spring start up.Our primary market will be soccer and golf. Our secondary market
will be parks and public spaces, gardens and re-vegetation.The market for the
standard pitch based on sand and alginates are huge. In Scandinavia alone, there
are more than 9,000
19
soccer
fields, and many of them have severe problems due to wear and tear and winter
damages caused by the harsh climate. TGI estimates that the potential market for
restoring old natural turf pitches and new constructions are more than 1,800
pitches over the next 10 years.
The
Scandinavian market is less than 2% of the total global market potential for
this product.The current market for the heated version is narrower due to higher
investment cost, but our system has a significantly lower investment cost than a
traditional natural turf with under-soil heating. Due to the use of sand and
alginates, we have the benefit of being a cost leader in many years to come and
still be able to put on a significant margin on each pitch.The market for this
system is approximately 400 clubs in Europe and a similar amount in North
America.Once we have either restored one pitch or built a new one, we will start
to deliver soil improvements products and analysis on a yearly basis. Since the
pitch will be dependent upon the use of our product to maintain its high
quality, we expect only a small turnover in our customer base.
Insulation
Material
The
Company plans on marketing an environmental friendly insulation material in the
form of pellets manufactured from glass powder. The insulation material’s
attributes is as follows:
|
·
|
Consists
of water –and steam proof micro cells (less than 0.2
mm)
|
|
·
|
Impervious
to radon, and withstands vermin, rot and fungal
attacks
|
|
·
|
Has
very high compression strength
|
|
·
|
Weight
of less than 160kg/m3
|
|
·
|
Thermal
conductivity appr. 0.1 W/mK
|
The
insulation material’s areas of application will be for frost prevention,
reduction in setting stresses, ground stabilization, earth pressure reduction,
and compensated foundations, when compressed by 10%, it creates a stable element
for roads, railways, football arenas and ice rinks. As insulation material, it
is excellent for the building industry for cellar walls, ground floors,
foundation for cold stores, roof terraces, green roofs and parking surfaces.Our
primary market is the sports industry. Our secondary market is infrastructure
(roads, bridges etc) and buildings.
Business
Consultation
As stated above, the Company also plans
to provide consulting services to clients with regards to developmental plans
with regards to the three aforementioned products. The overall business idea is
to provide value-added and result-focused consultancy services for energy
efficient and environmental friendly solutions to private and public customers
in our designated markets. Furthermore, we will within our areas of operation be
the preferred know-how and resource center for other players in the
industry.Number of Total
Employees and Number of Full Time Employees
Turnpoint
Global, Inc. is currently in the development stage. During this
development period, we plan to rely exclusively on the services of our sole
officers and directors to establish business operations and perform or supervise
the minimal services required at this time. We believe that our operations
are currently on a small scale and manageable by us. There are no full time
employees to date. The responsibilities are mainly administrative at
this time, as our operations are minimal.
DESCRIPTION
OF PROPERTY
We use a
corporate office located at 409 West 119th
Street South, Jenks, Oklahoma 74037. This facility is currently being provided
to the Company pursuant to a sub-lease from one of its
directors. There are currently no proposed programs for the
renovation, improvement or development of the facilities currently in
use.
Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for income.
We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.
20
LEGAL
PROCEEDINGS
Bo
Falkman, our sole officer and a director of the Company, has not been convicted
in any criminal proceeding.
Bertil
Olsson, our Chairman of the Board, has not been convicted in any criminal
proceeding.
Ted D.
Campbell II, a director of the Company, has not been convicted in any criminal
proceeding.
Bo
Falkman, our sole officer and a director of the Company, has not been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking
activities.
Bertil
Falkman, our Chairman of the Board, has not been permanently or temporarily
enjoined, barred, suspended or otherwise limited from involvement in any type of
business, securities or banking activities.
Ted D.
Campbell II, a director of the Company, has not been permanently or temporarily
enjoined, barred, suspended or otherwise limited from involvement in any type of
business, securities or banking activities.
Bo
Falkman, our sole officer and a director of the Company, has not been convicted
of violating any federal or state securities or commodities law.
Bertil
Olsson, our Chairman of the Board, has not been convicted of violating any
federal or state securities or commodities law.
Ted D.
Campbell II, a director of the Company, has not been convicted of violating any
federal or state securities or commodities law.
There are
no known pending legal or administrative proceedings against the
Company.
No
officer, director, significant employee or consultant has had any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy filing or
within two years prior to that time.
MARKET
PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK
Market
Price
As of the
date of this prospectus, there is no public market in Turnpoint Global, Inc.
common stock. This prospectus is a step toward creating a public market
for our stock, which may enhance the liquidity of our shares. However,
there can be no assurance that a meaningful trading market will develop.
Turnpoint Global, Inc. and its management make no representation about the
present or future value of our common stock.
As of the
date of this prospectus,
1. There are no outstanding options or
warrants to purchase, or other instruments convertible into, common equity of
Turnpoint Global, Inc.;
2. There are currently 8,500,000 shares
of our common stock held by our shareholders that are not eligible to be sold
pursuant to Rule 144 under the Securities Act;
3. Other than the stock registered
under this Registration Statement, there is no stock that has been proposed to
be publicly offered resulting in dilution to current shareholders.
All of
the presently outstanding shares of common stock (8,500,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which shall become effective on February 15, 2008. Pursuant to
the new Rule 144, one year must elapse from the time a “shell company”, as
defined in Rule 405, ceases to be a “shell company” and files Form 10
information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at anytime previously a reporting or non-reporting
shell company as defined in Rule 405, can only be resold in reliance on Rule 144
if the following conditions are met: (1) the issuer of the securities
that
21
was
formerly a reporting or non-reporting shell company has ceased to be a shell
company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the
securities has filed all reports and material required to be filed under Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve
months (or shorter period that the Issuer was required to file such reports and
materials), other than Form 8-K reports; and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founder of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
HOLDERS
As of the
date of this prospectus, Turnpoint Global, Inc. has 8,500,000 shares of $0.0003
par value common stock issued and outstanding held by two (2) shareholders of
record.
DIVIDENDS
We have
neither declared nor paid any cash dividends on either our preferred or common
stock. For the foreseeable future, we intend to retain any earnings to
finance the development and expansion of our business, and do not anticipate
paying any cash dividends on our preferred or common stock. Any future
determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions, including its
financial condition, results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the Board of Directors
considers relevant.
[Balance
of this Page Intentionally Left Blank]
22
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
section must be read in conjunction with the Audited Financial Statements
included in this prospectus.
PLAN
OF OPERATION
Turnpoint
Global, Inc. was incorporated on February 17, 2010. As of the date of this
document, we have generated no revenues and substantial expenses. This
resulted in a net loss of $3,360 since inception, which is attributable to
general and administrative expenses and related party services.
Since
incorporation, we have financed our operations primarily through minimal initial
capitalization.
To date
we have not implemented our fully planned principal operations. Our
ability to commence operations will be entirely dependent upon the proceeds to
be raised in this offering. If we do not raise at least the minimum
offering amount, we will be unable to establish a base of operations, without
which it will be unable to begin to generate any revenues. The realization
of revenues in the next 12 months is important in the execution of the plan of
operations. However, we cannot guarantee that it will generate such
growth. If we do not produce sufficient cash flow to support our
operations over the next 12 months, we may need to raise additional capital by
issuing capital stock in exchange for cash in order to continue as a going
concern. There are no formal or informal agreements to attain such
financing. We cannot assure any investor that, if needed, sufficient
financing can be obtained or, if obtained, that it will be on reasonable terms.
Without realization of additional capital, it would be unlikely for
operations to continue.
Turnpoint
Global, Inc.’s management does not expect to conduct any research and
development.
Turnpoint
Global, Inc. currently does not own any significant plant or equipment that it
would seek to purchase or sell in the near future.
Our
management does not anticipate any significant changes in the number of
employees in the next 12 months. Currently, we believe the services
provided by our sole officer and director is sufficient at this
time.
We have
not paid for expenses on behalf of any director. Additionally, we believe
that this practice will not materially change.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements.
Since
inception until the present time, the principal independent accounting for the
Company has neither resigned (nor declined to stand for reelection) nor have
been dismissed. The independent accountant for the Company is M&K CPAS,
PLLC, 13831 Northwest Freeway, Suite 575 Houston, Texas 77040.
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23
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors
are elected by the stockholders to a term of one year and serve until a
successor is elected and qualified. Officers are appointed by the Board of
Directors to a term of one year and serve until a successor is duly elected and
qualified, or until removed from office. Our Board of Directors does
not have any nominating, auditing or compensation committees.
The
following table sets forth certain information regarding our executive officers
and directors as of the date of this prospectus:
Name
|
Age
|
Position
|
Period of Service(1)
|
Bo
Falkman (2)
|
52
|
President,
Secretary, Treasurer, and Director
|
Since
Inception
|
Bertil
Olsson (2)
|
65
|
Chairman of the Board
|
Since
Inception
|
Ted
D. Campbell II (2)
|
44
|
Director
|
Since
Inception
|
Notes:
(1) Our
directors will hold office until the next annual meeting of the stockholders,
typically held on or near the anniversary date of inception, and until
successors have been elected and qualified. At the present time, our
officers were appointed by our directors and will hold office until resignation
or removal from office.
(2) Mr.
Falkman, Mr. Olsson, and Mr. Campbell have outside interests and obligations to
other than Turnpoint Global, Inc. Mr. Falkman, Mr. Olsson, and Mr.
Campbell intend to spend approximately 10-15 hours per week on our business
affairs. At the date of this prospectus, Turnpoint Global, Inc. is not engaged
in any transactions, either directly or indirectly, with any persons or
organizations considered promoters.
BACKGROUND
OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Bo
Falkman – President, Treasurer, and Director – Mr. Falkman is an
entrepreneur. He was one of Sweden’s first ice hockey agents, starting up his
sports consultant agency early 1980’s. During the years he has represented
numerous Swedish national team players, Swedish elite players and as well
several NHL players including Stanley Cup winners. Mr. Falkman has held various
positions in the sports industry, for example as General Manager of the first
European Hockey League and as well worked together with the owner of Malmo
Redhawks (a Famous Swedish Hockey Team) where he during a period was engaged as
a consultant in player recruiting from 1988 to 1994. This co-operation ended in
2 Swedish gold medals and 1 European Cup gold medal.
The
hockey business and sport itself is still one of his main interests and has
given him a substantial network within the industry both in Sweden and
internationally. During a 6 year period he worked mainly in the USA with both
Arthur Andersen partners and international hockey leagues. 1999 he together with
a Norwegian investor founded ABS AS and Environiq AB (publ) in 2004. He is the
through private and company holdings the company’s largest shareholder and the
Chairman of the Board since. Mr. Falkman is currently the Chairman of the Board
in 5 Swedish and Norwegian companies.
Bertil
Olsson – Secretary and Director – Mr. Olsson has been a financial
consultant since 1998 throughout Europe. Since 1998, Mr. Olsson has been a board
member in several international companies. Mr. Olsson has served as a controller
at Swedish Industrial Enterprice 1971-1978. From 1978 to 1986, Mr. Olsson
owned an accountancy firm where he was a certified accountant. Mr. Olsson sold
this firm in 1986. This firm’s accounting specialty was corporate taxes and it
had over 250 clients, primarily in Scandinavia. Mr. Olsson was also a co-owner
of a Scandinavian timber company from 1986-1990 (was sold in 1990). From 1990 to
1994, Mr. Olsson consulted for financial clients. In 1994, he was appointed as a
counselor to the Vatican where he worked establishing new embassies,
worked in Moscow with residency matters of citizens, traveled
extensively in African States to examine the Vatican's ability to set up
schools, hospitals, etc. This Vatican appointment was closed in 1998. Mr. Olsson
received his MBA in 1971.
Ted D.
Campbell II – Secretary and Director – Mr. Campbell is the current
President of Grow Public, Inc. which provides consultation for private issuers
in the development of its capital structure, business plan development,
corporate securities offering documents with the issuer’s general counsel,
public listing of issuer securities, document filing support for issuers who are
subject the reporting requirements of the Securities Exchange Act of 1934, and
liaison services with EDGAR filers, stock transfer agents, book keepers, PCOAB
qualified auditors and securities counsel. Mr. Campbell was employed by the
Oklahoma Department of Securities from 1990 to 1994 and for the Nevada
Securities Division from 1995 to 1996 as a Securities Examiner. Since 1996, he
has worked in the areas of federal and state registered/exempt corporate
securities offerings, application of the federal securities rules and
regulations to such offerings, and corporate listing on the Pink Sheets and
OTCBB®. Mr.
Campbell was a former founder of NevWest Securities Corporation, which was a
NASD licensed, Level Three Introducing Broker Dealer and Market Maker based in
Las Vegas, Nevada. He was also President and CEO of Campbell Mello Associates,
Inc. from 1996-1999 which was one of the first consultants on the Internet
offering Direct Public Offerings, Hedge Fund development, Form 211 filings, and
other corporate document and consulting services. Mr. Campbell is a graduate of
the University of Oklahoma in 1993 with a Juris Doctorate and a Masters in
Business Administration and a graduate of Texas A&M University in 1989 with
a B.B.A. in Corporate Finance.
24
Board
Committees
Turnpoint
Global, Inc. has not yet implemented any board committees as of the date of this
prospectus except for the audit committee which is made Ted D. Campbell II and
Bertil Olsson.
Directors
The
maximum number of directors Turnpoint Global, Inc. is authorized to have is
seven (7). However, in no event may the Company have less than one
director. Although we anticipate appointing additional directors, the
Company has not identified any such person or any time frame within which this
may occur.
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25
EXECUTIVE
COMPENSATION
Summary Compensation
Table
|
||||||||
Annual
Compensation
|
Long-Term
Compensation
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation ($)
|
Restricted
Stock Awards ($)
|
Securities
Underlying Options (#)
|
LTIP
Payouts ($)
|
All
Other Compensation ($)
|
Bo
Falkman
|
2010
|
$12,000
|
-
|
-
|
-
|
-
|
-
|
-
|
Officer
and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTORS'
COMPENSATION
Directors
are not entitled to receive compensation for services rendered to Turnpoint
Global, Inc., or for each meeting attended except for reimbursement of
out-of-pocket expenses. There are no formal or informal arrangements or
agreements to compensate directors for services provided as a
director.
EMPLOYMENT
CONTRACTS AND OFFICERS' COMPENSATION
Since
Turnpoint Global, Inc.’s incorporation on February 17, 2010, we have not paid
any compensation to any officer, director or employee. We plan on paying Bo
Falkman $12,000 during calendar year 2008. We do not have employment
agreements. Mr. Falkman’s salary will accrue until such time as the cash flow
from ongoing operations can cover this corporate expense. Any future
compensation to be paid will be determined by the Board of Directors, and, as
appropriate, an employment agreement will be executed. We do not currently
have plans to pay any material employee compensation until such time as the
Company maintains a positive cash flow.
STOCK
OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN
Turnpoint
Global, Inc. currently does not have existing or proposed option or SAR
grants.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of our common stock by all persons
known to us to be beneficial owners of more than 5% of any such outstanding
classes, and by each director and executive officer, and by all officers one
directors as a group. Unless otherwise specified, the named beneficial
owner has, to our knowledge, either sole or majority voting and investment
power.
Title
Of Class
|
Name,
Title and Address of Beneficial Owner of Shares
|
Amount
of Beneficial Ownership(1)
|
Percent
of Class
|
|
Before
Offering
|
After
Offering(2)
|
|||
Common
|
Bo Falkman, President,
Treasurer, Secretary, and Director
Hamngatan
4, 65224 Karlstad
Sweden
|
7,000,000
|
82.35%
|
70.00%
|
Common
|
Bertil Olsson, Chairman
of the Board
V.
Kanalgatan I ,65224 Karlstad,
Sweden
|
1,500,000
|
17.65%
|
15.00%
|
Common
|
Ted D. Campbell II,
Director
PO
Box 240
Jenks,
Oklahoma 73037
|
0
|
0.00%
|
0.00%
|
All
Directors and Officers as a group (1 person)
|
8,500,000
|
100.00%
|
85.00%
|
Footnotes
(1)
As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of a security).
(2)
Assumes the sale of the maximum amount of this offering (1,500,000 shares
of common stock). The aggregate amount of shares to be issued and
outstanding after the offering is 10,000,000.
26
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On or
about February 18, 2010, Bo Falkman, an officer and director of the Company, was
issued 7,000,000 shares of common stock, par value $0.0003, in exchange for
services valued at $2,100 USD which issuance was exempt from the registration
provisions of Section 5 of the Securities Act under Section 4(2) of such same
said act.
On or
about February 18, 2010, Bertil Olsson, Chairman of the Board of the Company,
was issued 1,500,000 shares of common stock, par value $0.0003, in exchange for
services valued at $450 USD which issuance was exempt from the registration
provisions of Section 5 of the Securities Act under Section 4(2) of such same
said act.
The price
of the common stock issued to date was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance,
the Company was recently formed or in the process of being formed and possessed
no assets.
REPORTS
TO SECURITY HOLDERS
1. After
this offering, TGI will furnish shareholders with audited annual financial
reports certified by independent accountants, and may, in its discretion,
furnish unaudited quarterly financial reports.
2. After
this offering, TGI will file periodic and current reports with the Securities
and Exchange Commission as required to maintain the fully reporting
status.
3. The
public may read and copy any materials TGI files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. TGI SEC filings will also be
available on the SEC's Internet site. The address of that site
is: http://www.sec.gov
ITEM 12A – DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The Securities and Exchange
Commission’s Policy on Indemnification
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons of the company
pursuant to any provisions contained in its Articles of Incorporation, Bylaws,
or otherwise, Turnpoint Global, Inc. 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 TGI of expenses incurred or paid by a director, officer or
controlling person of TGI 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, TGI will, unless in the opinion
of TGI legal counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
[Balance
of this Page Intentionally Left Blank]
27
|
a)
|
Audited
Financial Statements for the Fiscal Year ended March 31,
2010
|
28
TURNPOINT
GLOBAL, INC.
FINANCIAL
STATEMENTS
March
31, 2010
29
C
O N T E N T S
Report of
Independent Registered Public Accounting Firm F-3
Balance
Sheet F-4
Statement
of Operations F-5
Statement
of Stockholders’ Equity (Deficit) F-6
Statement
of Cash Flows F-7
Notes to
the Financial Statements F-8
30
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Turnpoint
Global, Inc.
We have
audited the accompanying balance sheets Turnpoint Global, Inc. as of March 31,
2010, and the related statements of operations, stockholders' deficit and cash
flows for the period then ended. 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 standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Turnpoint, Inc. as of March 31,
2010, and the results of its operations and cash flows for the periods described
above in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/M&K
CPAS, PLLC
www.mkacpas.com
Houston,
Texas
May 26,
2010
31
TURNPOINT
GLOBAL, INC.
(A
Developmental Stage Company)
Balance
Sheets
ASSETS
|
||||||
March
31,
|
||||||
2010
|
||||||
CURRENT
ASSETS
|
||||||
Cash
|
$
|
-
|
||||
TOTAL
ASSETS
|
$
|
-
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||
CURRENT
LIABILITIES
|
||||||
Accounts
payable
|
$
|
-
|
||||
Related
party payable
|
810
|
|||||
Total
Current Liabilities
|
810
|
|||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||
Common
stock, 10,000,000 shares authorized at a par value of $0.0003 per share;
8,500,000 shares issued and outstanding
|
2,550
|
|||||
Additional
paid-in capital
|
-
|
|||||
Deficit
accumulated during the development stage
|
(3,360)
|
|||||
Total
Stockholders' Equity (Deficit)
|
(810)
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-4
32
TURNPOINT
GLOBAL, INC.
(A
Developmental Stage Company)
Statement
of Operations
From
Inception
|
||||
|
on
February 17,
|
|||
2010
Through
|
||||
March
31,
|
||||
2010
|
||||
SALES
|
$
|
-
|
||
COST
OF SALES
|
-
|
|||
|
Gross
Profit
|
-
|
||
OPERATING
EXPENSES
|
||||
Services
performed by related parties
|
2,550
|
|||
General
and administrative
|
810
|
|||
Total
Operating Expenses
|
3,360
|
|||
LOSS
FROM OPERATIONS
|
(3,360)
|
|||
LOSS
BEFORE INCOME TAXES
|
(3,360)
|
|||
INCOME
TAX EXPENSE
|
-
|
|||
NET
LOSS
|
$
|
(3,360)
|
||
BASIC
AND DILUTED LOSS PER SHARE
|
$
|
(0.00)
|
||
WEIGHTED
AVERAGE NUMBER
|
||||
OF
SHARES OUTSTANDING
|
8,500,000
|
The
accompanying notes are an integral part of these financial
statements.
F-5
33
TURNPOINT
GLOBAL, INC.
(A
Developmental Stage Company)
Statement
of Stockholders’ Equity
Deficit
|
|||||||||||
Accumulated
|
Total
|
||||||||||
Additional
|
During
the
|
Stockholders'
|
|||||||||
Common
Stock
|
Paid-In
|
Development
|
Equity
|
||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
|||||||
Balance
February 17, 2010
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||
Founders
shares issued for services
|
|||||||||||
at
$0.0003 per share
|
8,500,000
|
2,550
|
-
|
-
|
2,550
|
||||||
Net
loss for the period ended
|
|||||||||||
March
31, 2010
|
-
|
-
|
-
|
(3,360)
|
(3,360)
|
||||||
Balance,
March 31, 2010
|
8,500,000
|
$
|
2,550
|
$
|
-
|
$
|
(3,360)
|
$
|
(810)
|
The
accompanying notes are an integral part of these financial
statements.
F-6
34
TURNPOINT
GLOBAL, INC.
(A
Developmental Stage Company)
Statement
of Cash Flows
From
Inception
|
||||||
on
February 17,
|
||||||
2010
Through
|
||||||
March
31,
|
||||||
2010
|
||||||
OPERATING
ACTIVITIES
|
||||||
Net
loss
|
$
|
(3,360)
|
||||
Adjustments
to Reconcile Net Loss to Net
|
||||||
Cash
Used by Operating Activities:
|
||||||
Services
contributed by shareholders
|
2,550
|
|||||
Changes
in operating assets and liabilities:
|
||||||
Change
in accounts payable
|
-
|
|||||
Net
Cash Used in
|
||||||
Operating
Activities
|
(810)
|
|||||
INVESTING
ACTIVITIES
|
-
|
|||||
FINANCING
ACTIVITIES
|
||||||
Increase
in related party payable
|
810
|
|||||
Net
Cash Provided by
|
||||||
Financing
Activities
|
810
|
|||||
|
||||||
NET
INCREASE (DECREASE) IN CASH
|
|
-
|
||||
CASH
AT BEGINNING OF PERIOD
|
|
-
|
||||
CASH
AT END OF PERIOD
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||
|
CASH
FLOW INFORMATION
|
|||||
CASH
PAID FOR:
|
||||||
Interest
|
$
|
-
|
||||
Income
taxes
|
$
|
-
|
.
The
accompanying notes are an integral part of these financial
statements.
F-7
35
TURNPOINT
GLOBAL, INC.
(A Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
Turnpoint
Global, Inc, (the Company) was incorporated under the laws of the State of
Delaware on February 17, 2010. The Company is currently developing
its business plan.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Earnings per Common
Share
Basic
earnings per share are calculated by dividing the Company’s net income
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company’s net income 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 for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of March 31, 2010.
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising costs when
incurred. The Company has not incurred any advertising expenses.
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes. There is no cash equivalent at March 31, 2010.
Fair Value of Financial
Instruments
The
Company adopted ASC No. 820-10 (ASC 820-10), Fair Value
Measurements. ASC 820-10 relates to financial assets and financial
liabilities.
ASC
820-10 defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited
exceptions.
ASC
820-10 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This standard is now the single source in
GAAP for the definition of fair value, except for the fair value of leased
property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy
that distinguishes between (1) market participant assumptions developed
based
36
on market
data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions, about market participant assumptions, that are
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy
under ASC 820-10 are described below:
• Level
1 Unadjusted
quoted prices in active markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities.
• Level
2 Inputs
other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly, including quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or
similar assets or liabilities in markets that are not active; inputs other than
quoted prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
• Level
3
Inputs that are both significant to the fair value measurement and unobservable.
These inputs rely on management's own assumptions about the assumptions that
market participants would use in pricing the asset or liability. (The
unobservable inputs are developed based on the best information available in the
circumstances and may include the Company's own data.)
The
following presents the Company's fair value hierarchy for those assets and
liabilities measured at fair value on a non-recurring basis as of December 31,
2009 and 2008:
Level
1: None
Level
2: None
Level
3: None
Total
Gain (Losses): None
Development
Stage
The
Company is a development stage company, as defined by the Financial Accounting
Standards Board in ASC 915-10.
F-8
37
TURNPOINT
GLOBAL, INC.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income
Taxes
The
Company provides for income taxes in accordance with ASC 740-10, 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 when these differences are expected to reverse.
ASC
740-10 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.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 35% to the net loss before
provision for income taxes for the following reasons:
March
31, 2010
|
|
Income
tax expense at statutory rate
|
$ (1,310))
|
Common
stock issued for services
|
995)
|
Valuation
allowance
|
315
|
Income
tax expense per books
|
$ -)
|
Net
deferred tax assets consist of the following components as of:
March
31, 2010
|
|
NOL
carryover
|
$ 315
|
Valuation
allowance
|
(315)
|
Net
deferred tax asset
|
$ -)
|
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $810 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a March 31 fiscal year
end.
F-9
38
TURNPOINT
GLOBAL, INC.
(A Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based
compensation.
The
Company records share based compensation in accordance with ASC 505-50 which
requires the measurement and recognition of compensation expense, based on
estimated fair values, for all unit-based awards made to employees and
directors. As of March 31, 2010, the Company has not issued any
share-based payments to its employees.
The
Company uses the modified prospective method for valuing share-based payments.
Under this transition method, stock compensation expense includes compensation
expense for all stock-based compensation awards granted on or after
January 1,2006, based on the grant-date fair value estimated in accordance
with the provisions of ASC 505-50.
Recent Accounting
Pronouncements
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU 2010-01
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.
F-10
39
TURNPOINT
GLOBAL, INC.
(A Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial
Assets.
In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing.
In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements that
include both tangible products and software elements. Effective prospectively
for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The Company
does not expect the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of
allocation. Effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15,
2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.
F-11
40
TURNPOINT
GLOBAL, INC.
(A Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for which the
entity has not reached a final settlement as of December 15, 2009 are within the
scope. Effective for share-lending arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
The Company does not expect the provisions of EITF 09-1 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
NOTE
2. EQUITY
TRANSACTIONS
During
the period ending March 31, 2010, the Company issued 8,500,000 shares of common
stock to its founding shareholders for services valued at $2,550 with a par
value of $0.0003.
NOTE
3. GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. The Company currently has limited
liquidity, and has not completed its efforts to establish a stabilized source of
revenues sufficient to cover operating costs over an extended period of
time.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
F-12
41
TURNPOINT
GLOBAL, INC.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2010
NOTE
4. RELATED
PARTY TRANSACTIONS
During
the period ended March 31, 2010, a shareholder advanced $810 to the Company for
incorporation expenses. The advance is due upon demand, unsecured and
non interest bearing.
F-12
42
PART II: INFORMATION NOT
REQUIRED IN PROSPECTUS
ITEM 13 - OTHER EXPENSES OF
ISSUANCE AND DISTRIBUTION
The
following table sets forth the approximate costs and expenses payable by TGI in
connection with the sale of the common stock being registered. TGI has agreed to
pay all costs and expenses in connection with this offering of common stock.
The estimated expenses of issuance and distribution, assuming the maximum
proceeds are raised, are set forth below.
Legal
and Professional Fees
|
$
|
5,000
|
Accounting
Fees
|
$
|
3,500
|
Escrow
Fees
|
$
|
1,000
|
Filing
Fees – State and Federal
|
$
|
500
|
Total
|
$
|
10,000
|
ITEM 14 - INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Turnpoint
Global, Inc.’s Articles of Incorporation and Bylaws provide for the
indemnification of a present or former director or officer. TGI indemnifies any
director, officer, employee or agent who is successful on the merits or
otherwise in defense on any action or suit. Such indemnification shall
include, but not necessarily be limited to, expenses, including attorney's fees
actually or reasonably incurred by him. The Company will allow for
discretionary indemnification for each person who serves as or at our request as
an officer or director to the fullest extent of Delaware corporate law. We
may indemnify such individual against all costs, expenses and liabilities
incurred in a threatened, pending or completed action, suit or proceeding
brought because such individual is a director or officer. Such individual
must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interests. In a criminal
action, he must not have had a reasonable cause to believe his conduct was
unlawful.
ITEM 15 - RECENT SALES OF
UNREGISTERED SECURITIES
Since
inception, Turnpoint Global, Inc. issued the following unregistered securities
in private transactions without registering the securities under the Securities
Act:
On or
about February 18, 2010, Bo Falkman, an officer and director of the Company, was
issued 7,000,000 shares of common stock, par value $0.0003, in exchange for
services valued at $2,100 USD which issuance was exempt from the registration
provisions of Section 5 of the Securities Act under Section 4(2) of such same
said act.
On or
about February 18, 2010, Bertil Olsson, Chairman of the Board of the Company,
was issued 1,500,000 shares of common stock, par value $0.0003, in exchange for
services valued at $450 USD which issuance was exempt from the registration
provisions of Section 5 of the Securities Act under Section 4(2) of such same
said act.
At the
time of the issuance, Bo Falkman and Bertil Olsson were in possession of all
available material information about us, as he is the only officer and director.
On the basis of these facts, Turnpoint Global, Inc. claims that the
issuance of stock to its founding shareholder qualifies for the exemption from
registration contained in Section 4(2) of the Securities Act of 1933. TGI
believes that the exemption from registration for these sales under Section 4(2)
was available because:
|
·
|
Mr.
Falkman and Bertil Olsson are either an officer and/or director of TGI and
thus had fair access to all material information about TGI before
investing;
|
|
·
|
There
was no general advertising or solicitation;
and
|
|
·
|
The
shares bear a restrictive transfer
legend.
|
All
shares issued to Bo Falkman and Bertil Olsson was at a par price per share of
$0.0003. The price of the common stock issued to him was arbitrarily
determined and bore no relationship to any objective criterion of value.
At the time of issuance, TGI was recently formed or in the process of
being formed and possessed no assets.
43
ITEM 16 - EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
INDEX OF
EXHIBITS
Exhibit
No.
Name/Identification of
Exhibit
3 Articles
of Incorporation and Bylaws
|
a)
|
Articles
of Incorporation filed on February 17,
2010
|
|
b)
|
Bylaws
adopted on February 18, 2010
|
5 Opinion
on Legality
a) Opinion of
R.V. Brumbaugh, Esq.
15.1 Consent
of Independent Auditor (Audit March 31, 2010)
23 Consent
of Experts
|
a)
|
Consent
of R.V. Brumbaugh, Esq.
|
|
b)
|
Consent
of Independent Auditor
|
99 Additional
Exhibits
|
a)
|
Escrow
Agreement
|
|
b)
|
Subscription
Agreement
|
44
ITEM 17 -
UNDERTAKINGS
UNDERTAKINGS
The
registrant hereby undertakes:
(1) To
file, during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Act");
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For
determining liability under the Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To
file a post-effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
(4) For
determining liability under the Act, to any purchaser in the initial
distribution of securities, the undersigned small business issuer undertakes
that in a primary offering of securities of the undersigned small business
issuer pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424 (230.424 of
this chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv) Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
(5)
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a Director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(6) For
the purpose of determining liability under the Securities Act to any purchaser,
each prospectus filed pursuant to Rule 424(b) as a 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 the 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.
45
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto authorized in the City of Karlstad, Sweden on June 8,
2010.
Turnpoint
Global, Inc.
|
(Registrant)
|
By: /s/ Bo Falkman
|
Bo
Falkman
|
President
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
/s/ Bo Falkman
|
President
and Director
Chief
Executive Officer
|
June
8, 2010
|
Bo
Falkman
|
||
/s/ Bo Falkman
|
Secretary
Chief
Financial Officer
|
June
8, 2010
|
Bo
Falkman
|
||
/s/ Bo Falkman
|
Treasurer
Chief
Accounting Officer
|
June
8, 2010
|
Bo
Falkman
|
46