Attached files

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EX-3.1 - ARTICLES OF INCORPORATION - XUMANII INTERNATIONAL HOLDINGS CORPexh31.htm
EX-5.1 - OPINION AND CONSENT OF LEGAL COUNSEL - ANSLOW & JACLIN, LLP - XUMANII INTERNATIONAL HOLDINGS CORPexh51.htm
EX-3.2 - BYLAWS - XUMANII INTERNATIONAL HOLDINGS CORPexh32.htm
EX-4.1 - SAMPLE STOCK CERTIFICATE - XUMANII INTERNATIONAL HOLDINGS CORPexh41.htm
EX-23.1 - CONSENT OF INDEPENDENT AUDITORS - GBH CPAS, PC - XUMANII INTERNATIONAL HOLDINGS CORPexh231.htm
EX-10 - CONSULTING AGREEMENT - XUMANII INTERNATIONAL HOLDINGS CORPexh101.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MEDORA CORP.
(Name of small business issuer in its charter)

Nevada

5900

90-0582397

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification
Code Number)

(I.R.S. Employer Identification Number)

7 Wareham Road
Kingston, Jamaica, WI
(876) 775-6074

(telephone number)
(Address and telephone number of principal executive offices and principal place of business)

National Registered Agents, Inc. of Nevada
1000 East William Street, Suite 204
Carson City, Nevada 89701
(800) 550-6724
(Name, address and telephone number of agent for service)

Copies to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
Tel: (732) 409-1212
Fax: (732) 577-1188

Approximate date of proposed sale to public: From time to time after the effective date of this Registration Statement.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. 

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. 

  



If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer

Smaller reporting company

x

 

(Do not check if a smaller reporting company)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2



CALCULATION OF REGISTRATION FEE

 

Amount To Be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered

Per Share (2)

Offering Price

Fee (1)

Common Stock by Selling

27,054,600

 

$0.0015

 

$40,581.90

 

$2.89

    (1) This Registration Statement covers the resale by our selling shareholders of up to 27,054,600 shares of common stock previously issued to such selling shareholders.

    (2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.0015 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission ("SEC") is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

 

 

 

 

 

 

 

 

 

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PRELIMINARY PROSPECTUS
Subject to completion, dated September 8, 2010

Medora Corp.
27,054,600 SHARES OF COMMON STOCK

    The selling security holders named in this prospectus are offering 27,054,600 shares of common stock offered through this prospectus.  We will not receive any proceeds from the sale of the common stock covered by this prospectus.

    Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.0015 per share until our common stock is quoted on the OTC Bulletin Board ("OTCBB") and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA"), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

    Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

The Date of This Prospectus is: September___, 2010

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

Page No.

   

Summary of Our Offering

6

   

Risk Factors

8

 

Use of Proceeds

13

   

Determination of Offering Price

13

   

Plan of Distribution

13

   

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

16

   

Business

20

   

Management

27

   

Executive Compensation

29

   

Principal and Selling Shareholders

31

   

Description of Securities

33

   

Certain Transactions

35

   

Legal Proceedings

35

   

Experts

36

   

Legal Matters

36

   

Financial Statements

36

 

 

 

 

5



SUMMARY OF OUR OFFERING

Our Business

    We were incorporated in the State of Nevada on May 6, 2010. Our business plan is to engage in electronic commerce ("ecommerce") through our collective buying website. Our target focus is to provide significant discounts to our customers by allowing them to buy group coupons for local restaurants, hotels, spas, tourist attractions and bars in Jamaica. To date, we have begun operations and have reserved a domain name for the company at www.medoracorp.com. In addition, our webmasters have begun designing our website.

    We maintain our statutory registered agent's office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109. Our mailing address and business office is located at 7 Wareham Road, Kingston, Jamaica, West Indies. Our telephone number is 876-775-6074. Craig McKenzie, our president, supplies this office space on a rent-free basis.

The Offering

Common stock offered by selling security holders

 

27,054,600 shares of common stock. This number represents 43.62% of our current outstanding common stock (1).

 

 

 

Common stock outstanding before the offering

 

62,054,600

 

 

 

Common stock outstanding after the offering

 

62,054,600 common shares as of September 8, 2010.

 

 

 

Terms of the Offering

 

The selling security holders will determine when and how they will sell the common stock offered in this prospectus.

 

 

 

Termination of the Offering

 

The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.

 

 

 

Use of proceeds

 

We are not selling any shares of the common stock covered by this prospectus.

 

 

 

Risk Factors

 

The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors" beginning on page 8.

 (1)             Based on 62,054,600 shares of common stock issued as of September 8, 2010.

 

 

6


Selected Financial Data

    The following financial information is a summarization of the more complete historical financial information at the end of this prospectus.

 

 

As of July 31, 2010

 

Balance Sheet

 

 

 

Total Assets

$

28,259

 

Total Liabilities 

$

4,275

 

Total Stockholders' Equity

$

23,984

 

     

 

 

For the period from May 6, 2010 (inception) to

 

 

 

July 31, 2010

 

Income Statement

 

 

 

Revenue 

-

 

Total Expenses

4,110

 

Net Loss

4,110

 

 

 

 

 

 

 

 

 

7


RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks associated with Medora Corp.

    1. There is a going concern and uncertainty for us to be an ongoing business for the next twelve months. We have to complete this offering to commence operations. If we do not complete this offering, we will not start our operations.

    As of July 31, 2010, we had working capital of $23,984, but have not generated revenues since inception. There is substantial doubt that we will be an ongoing business for the next twelve months. As of the date of this prospectus, we have not commenced operations.

    2. We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

    We were incorporated in May 6, 2010 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flows is dependent upon:

*
*
*
*

completion of this offering
our ability to locate distributors who will sell us their products
our ability to attract clients who will buy our products
our ability to generate revenues through the sale of our products

    Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues may cause us to suspend or cease operations.

    3. We have no clients and we cannot guarantee we will ever have any. Even if we obtain clients, there is no assurance that we will make a profit.

    We have no clients. We have not identified any clients and we cannot guarantee we ever will have any clients. Even if we obtain clients, there is no guarantee that we will be able to locate our clients who will buy our products. If we are unable to attract enough purveyors of goods to offer their products for resale for us to offer to our clients, or enough clients to buy the products from us, our website will not operate profitably and we will have to suspend or cease operations.

 

 

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    4. Because we are a developing company and do not have much capital, we must limit marketing our services to potential clients and purveyors. As a result, we may not be able to attract enough clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

    Because we are a developing company and do not have much capital, we must limit marketing our products. The sale of our products via our website is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to buy or suppliers to sell products to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

    5. Because our sole officer and director will only be devoting limited time to our Company, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting purveyors and clients and result in a lack of revenues that may cause us to suspend or cease operations.

    Our sole officer and director, Craig McKenzie, will only be devoting limited time to our operations. Mr. McKenzie will be devoting approximately 15 hours per week of his time to our operations. Because our sole officer and director will only be devoting limited time to our Company, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

    6. Because our management does not have prior experience in the marketing of products or services via the Internet, we may have to hire individuals. If we cannot afford the expense of hiring individuals we may have to suspend or cease operations.

    Because our management does not have prior experience in the marketing of products or services via the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we cannot afford to hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.

7. Because we have only one officer and director who has no formal training in financial accounting and management, who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.

    We have only one officer and director. He has no formal training in financial accounting and management, however, he is responsible for our managerial and organizational structure which will include assessment and preparation of our disclosure controls and procedures and internal controls over financial reporting under the Sarbanes Oxley Act of 2002. While Mr. McKenzie has no formal training in financial accounting matters, he has been preparing the financial statements that have been included in this prospectus. When our disclosure controls and procedures and internal controls over financial reporting under the Sarbanes Oxley Act of 2002 referred to above are implemented, he will be responsible for the administration of them. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment, however, because of the small size of our expected operations, we believe that he will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors.

 

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    8. If Craig McKenzie, our president and sole director, should resign or die, we will not have a chief executive officer which could result in our operations being suspended or ceasing entirely. If that should occur, you could lose your investment.

    Craig McKenzie is our sole officer and director. We are extremely dependent upon him to conduct our operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.

    9.  A permanent loss of data or a permanent loss of service on the Internet will have an adverse affect on our operations and will cause us to cease doing business.

    Our operations depend entirely on the Internet.  If we permanently lose data or permanently lose Internet service for any reason, be it technical failure or criminal acts, we will have to cease operations and you will lose your investment.

    10. If we are unable to meet the rapid changes in technology, our services and proprietary technology and systems may become obsolete.

    Due to the costs and management time required to introduce new services and enhancements, we may not be able to respond in a timely manner to avoid becoming uncompetitive. To remain competitive, we must meet the challenges of the introduction by our competitors of new services using new technologies or the introduction of new industry standards and practices. Additionally, the vendors we use to support our technology may not provide the level of service we expect or may not be able to provide their product or service on commercially reasonable terms or at all.

    11. There are a number of competitors in the online coupon industry and some of them have been operating for quite some time.

    Large amounts of funds have been already invested in research and development by coupon/discount corporations that are reflected in the numerous product lines available today. The coupon industry, particularly the hard copy version is usually distributed in newspapers as Free Standing Inserts and by mail. Any of which, could collectively or singularly turn their interests toward our business model and bring them directly into competition with Medora Corp.

    Should that competition decide to engage in a marketing battle with Medora Corp., the competitors' actions could have a highly negative impact on Medora Corp., including the severe reduction of potential revenues or the removal of Medora Corp. from the marketplace.

    12. None of Medora Corp`s technology or business model particulars is proprietary.

    The barriers to entry in Medora Corp`s business segment are low. The technology required to commence operations for any potential competitor are available off-the-shelf and the costs of such hardware and software are not onerous. The business model, with few exceptions, is not new and can be readily adopted by those with a basic knowledge of the coupon industry and mid-level technology.

 

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    13. Our business could grow faster than our infrastructure. We may not have the necessary resources or available funds to maintain operations which may have an adverse effect on our business.

    It is possible that our business could grow much faster than our infrastructure and available resources. Clients and consumers could lose confidence during the time it takes for our business to expand and adjust which may have an adverse effect on our business operations.

Risks Relating To Our Common Stock

    14. Because our Chief Executive Officer and sole Director owns approximately 56.40% of our issued and outstanding common stock, he can exert significant influence over corporate decisions that may be disadvantageous to minority shareholders.

    As of September 8, 2010, our Chief Executive Officer and sole director owns approximately 56.40% of our issued and outstanding shares of common stock. Such ownership grants him control over the Company, such ownership is sufficient to permit him to determine the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and a change in control. The interests of our Chief Executive Officer may differ from the interests of our other shareholders and thus may result in corporate decisions that are disadvantageous to our other shareholders.

    15. We arbitrarily determined the price of the shares of our common stock to be sold pursuant to this prospectus and such price may not reflect the actual market price for the shares.

    The initial offering price of $0.0015 per share of common stock offered by us under to this Prospectus was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any, for the common stock that may develop in the trading market after this offering. The market price for our common stock, if any, may decline below the initial public price at which the Shares are offered. Moreover, recently the stock markets have experienced extreme price and volume fluctuations which have had a negative impact on smaller companies. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management's attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

    16. Additional issuances of our securities may result in immediate dilution to existing shareholders.

    We are authorized to issue up to 100,000,000 shares of common stock, $0.00001 par value per share, of which 62,054,600 shares of common stock are currently issued and outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock. We may, in the future, issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders' interests, which will negatively affect the value of your shares.

    17. Currently, there is no public market for our common stock, and there is no assurance that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, that a viable, liquid market with low volatility will develop.

    Currently, our common stock is not listed on any public market, exchange, or quotation system. Although we are taking steps to enable our common stock to be publicly traded, a market for our common stock may never develop. We currently plan to apply for quotation of our common stock on the Over the Counter Bulletin Board (the "OTC Bulletin Board") upon the effectiveness of the registration statement of which this Prospectus forms a part. However, our common stock may never be traded on the OTC Bulletin Board or even if traded, a viable public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their Shares. If our common stock is not quoted on the OTC Bulletin Board or if a viable public market for our common stock does not develop, investors may not be able to re-sell the Shares, rendering the same effectively worthless and resulting in a complete loss of their investment.

    We are planning to identify a market maker to file an application with the Financial Industry Regulatory Authority, Inc. ("FINRA") on our behalf so that we may quote our shares of common stock on the OTC Bulletin Board (which is maintained by the FINRA) commencing upon the effectiveness of our registration statement of which this Prospectus is a part. We cannot assure you that such market maker's application will be accepted by the FINRA. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any market for our common stock will develop or of the price at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

    In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

 

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    18. Because we will be subject to "penny stock" rules once our shares are quoted on the OTC Bulletin Board, the level of trading activity in our stock may be reduced.

    Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). 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 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 current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their Shares.


USE OF PROCEEDS

    We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders.


DETERMINATION OF OFFERING PRICE

    The price of the shares has been arbitrarily determined by our board of directors. We selected the $0.0015 price for the sale of our shares of common stock. The prices at which the shares of common stock covered by the prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, negotiations between Selling Shareholders as described below in the sections entitled "Selling Stockholders" and "Plan of Distribution"


PLAN OF DISTRIBUTION

    There are forty-two (42) selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

    1. on such public markets or exchanges, as the common stock may from time to time be trading;
    2. in privately negotiated transactions;
    3. through the writing of options on the common stock;
    4. in short sales; or
    5. in any combination of these methods of distribution.

 

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    The sales price to the public is fixed at $0.0015 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

    1. The market price of our common stock prevailing at the time of sale;
    2. A price related to such prevailing market price of our common stock; or
    3. Such other price as the selling shareholders determine from time to time.

    The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or broker/dealers, who may act as agent or acquire the common stock as a principal. Any broker/dealer participating in such transactions as agent may receive a commission from the selling shareholders; or if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Broker/dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker/dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker/dealer's commitment to the selling shareholders. Brokers/dealers, who acquire shares as principals, may thereafter resell, such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other broker/dealers.

    We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $20,000. The selling shareholders, however, will pay commissions or other fees payable to broker/dealer in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may among other things:

    1. Not engage in any stabilization activities in connection with our common stock;
    2. Furnish each broker/dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker/dealer; and
    3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

    There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed broker/dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.

 

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    Of the 62,054,600 shares of common stock outstanding as of August 31, 2010, 35,000,000 shares are owned by our sole officer and director.

Dividends

    We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available cash will be needed for our operations, in the foreseeable future.

Section 15(g) of the Exchange Act

    Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

    Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

    Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

    Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

    Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

    Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

    Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

 

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

    This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

    We are a development stage corporation and have not yet generated or realized any revenues from our business operations.

    There is a going concern uncertainty as to whether we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, locate suppliers of products and can sell products to our customers. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and begin our operations.

    To meet our need for cash we raised $40,582 in a private placement offering. We cannot guarantee that once we begin operations we will stay in business after twelve months. If we are unable to secure enough suppliers of products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from the offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than from our private offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe the funds from the offering we will be enough to develop our growth strategy.

    If we need more money we will have to revert to obtaining additional money as described in the above stated paragraph. Other than as described in these two paragraphs, we have no other financing plans.

Plan of Operation

    Our specific goal is to profitably provide significant discounts to our customers on our Internet website by allowing the public to buy group coupons for local restaurants, hotels, spas, tourist attractions and bars in Jamaica. We intend to accomplish the foregoing by the following steps.

  1. Immediately begin to establish our office by leasing premises, and acquire the equipment we need to begin operations. We do not intend to hire employees at this time. Our sole officer and director will handle our administrative duties. We expect to spend $2,000 to $5,000 for the office to be operational.

 

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  1. We have begun our website development and have retained a website developer to create a state of the art website to promote our products . We expect to spend $5,000 for the website which will include graphics, back-end database, shopping cart, interactive links with Facebook and Twitter, search engine optimization, and links from our site.

  2. Marketing and advertising will be focused on promoting our website and products. The advertising campaign may also include the design and printing of various sales materials. We intend to market our website through Google, Facebook, Twitter and through traditional sources such as advertising in magazines, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost $5,000 to $10,000.

    We anticipate that we will generate revenue as soon as we are able to offer group discounted coupons for products/services for sale on our website. This will happen once we negotiate agreements with one or two suppliers of products/services. We plan to be profitable within 12 months of signing the contracts with the businesses. We are not going to buy or sell any plant or significant equipment during the next twelve months.

Limited operating history; need for additional capital

    There is no historical financial information about us upon which to base an evaluation of our performance. We are a start-up (development stage) company and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

    To become profitable and competitive, we have to locate and negotiate agreements with established businesses to offer their products/services for sale to us at pricing that will enable us to establish and sell the products/services to our clientele.

    We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholder.

Results of operations

From Inception on May 6, 2010 to July 31, 2010

    During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan. We have reserved the domain name www.medoracorp.com and begun the development of our website. Our net loss since inception is $4,110 as a result of incurring expenses of $3,000 for consulting fees and $1,110 for general and administrative and other expenses as they relate to the filing of this registration statement.

 

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    At inception, we sold 35,000,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,000. On June 10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Dr. Jehovan Fairclough resigned as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors and sold Craig McKenzie his 35,000,000 shares of common stock for $7,000 in a private transaction.

    These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the foregoing investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

    During the period from May 6, 2010 (inception) to July 31, 2010, we sold an additional 14,045,933 shares of our common stock at $0.0015 per share for a total of $21,069 to twenty two (22) investors.

    We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

Subsequent Event

    On August 30, 2010, we completed our private placement offering by selling an additional 13,008,667 shares of our common stock at $0.0015 per share for a total of $19,513 to twenty (20) investors. We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is

 

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defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

Liquidity and capital resources

    As of the date of this prospectus, we have yet to generate any revenues from our business operations.

    As of July 31, 2010, our total assets were $28,259 and our total liabilities were $4,275 comprised of consulting expenses and legal fees payable. As of July 31, 2010 we had cash of $23,259.

    In May 2010, we executed a consulting agreement whereby we agreed to pay Executive Consulting Services, (ECS) Group $1,000 per month for the next year. Executive Consulting Services advises us on matters relating to administrative and operational matters.

 

 

 

 

 

 

 

 

 

 

 

 

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BUSINESS

General

    We were incorporated in the State of Nevada on May 6, 2010. Our business plan is to engage in electronic commerce ("ecommerce") through our website, which is a collective buying site. Our target focus is to provide significant discounts to our customers by allowing them to buy group coupons for local restaurants, hotels, spas, tourist attractions and bars in Jamaica. To date, we have begun operations and have reserved a domain name for the company at www.medoracorp.com and our webmasters have begun designing our website.

    We maintain our statutory registered agent's office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and our mailing address and business office is located at 7 Wareham Road, Kingston, Jamaica, West Indies. Our telephone number is 876-775-6074. Craig McKenzie, our president, supplies this office space on a rent-free basis.

Industry Background and Analysis

Social Networking

    We believe social networking is one of the fastest growing industries on the planet. Websites such as Facebook and Twitter have come a long way in only a few years to be household names all over the world. We believe the power of social media has become so prevalent in the last few years, businesses use these websites to help sustain themselves, and in many situations, use these mediums as their primary source of generating revenue. We believe that Facebook and Twitter, as well as many other types of social media websites have become an excellent way of getting a business's message across.

    We believe the potential of social networking websites is enormous. It is a very popular trend on the internet for users to continually expand their network on these websites. The more people that are on one's network of contacts, the easier it is for them to keep in touch with people, make new friends with similar interests, share media (such as photos and videos), share thoughts, and so on. We intend to rely on social networking as a means of conducting public relations.

Word of Mouth Marketing

    We believe a huge marketing opportunity on the internet is spreading word of mouth, a form of free advertising. We believe the internet has provided the biggest medium to spread word of mouth and social networking sites have been the place where everyone has come together. These days, companies have the capabilities of increased speed at which the message comes across. Bloggers and journalists can post their thoughts and reviews of products, and then people in all corners of the world can read it immediately. We believe the scale of which people can get their message across is also enormous. Twitter is a good example of this. If a company wants to release a statement to the media, they can use Twitter as a tool to do it. Afterwards, people can use twitter to respond, and everybody has access to all information as well as the abilities to connect with each other and start forums and conversations. Not only is word of mouth considered free advertising, but we believe it is one of the most powerful advertising tools out there. We intend to implement word of mouth advertising into our business model.

 

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Loyalty Marketing

    Loyalty marketing is based on strategic management. It is the approach to marketing in which a company offers incentives to customers in order to generate and maintain business revenue. Incentives can be in the form of coupons, discounts, repeat sales incentives, and multiple item sales incentives (such as buy 2 get 1 free). The subjective assessment by the customer of whether or not to purchase a product or service is ultimately based on their sense of value the product has, which many times are due to the incentive being offered.

    The concept of loyalty marketing has been prevalent in all industries for almost a century, but in the 1980's and 1990's it started to explode in many forms and in and of itself became an industry. In 1981, Airline Corporations launched the first scale modern "loyalty marketing program" with their Frequent Flyer Program. This model allows customers who fly often to eventually receive gifts, discounts, free flights, or upgraded seats. The entire concept was designed to retain customers and not have them switch to other airlines. Within a few years, almost every other airline created their own frequent flyer program. This repeat-business model soon spread to many other industries. The credit card industry uses points systems for frequent users of their cards to eventually redeem points for certain gifts. Nowadays, many retailers offer their own credit cards to customers in hopes of obtaining repeat business and offering deals on purchases.

    The business model of loyalty marketing is based on customer satisfaction. Through this method, employees must be trained to obtain specific goals. We believe the quality of the product or service leads to customer satisfaction, which leads to customer loyalty, repeat business, and ultimately profitability. In order to obtain profitability, the satisfaction level of the customer should be high enough to tell their family and friends (word of mouth) and attract new customers. Some companies, have devised plans to not only offer incentives to buy its products through its website, but also additional incentives to refer their friends to the products. We intend to implement the concept of loyalty marketing into our business model.

The Team Buying Concept

    The team buying concept, known in Chinese as Tuangou was originated in the People's Republic of China. Several people, sometimes friends, but also possibly strangers connect over the internet. They agree to approach a vendor of a specified product in order to haggle with the vendor as a group in order to get discounts. The group agrees to purchase the same item. All parties benefit, as the buyers pay less, while the business benefits by selling multiple items at once. We believe this concept works well in China because of the culture of bargaining and getting discounts on items. This process also has an additional benefit for the shopper, as it is more likely the vendor can be trusted if more than one buyer can vouch for the particular vendor, as the buyer may have purchased items from the vendor in the past, or has researched information about the vendor. We intend to implement group buying into our business plan.

Similar Business Models from the United States

    One of the most popular companies in the U.S. that depends on word of mouth and viral marketing is Groupon.com. Groupon's concept consists of gathering a certain number of people together to each buy a certain product or service. The product or service up for sale will probably have a significant discount from its original price, usually in the range of 50% off. Due to people's social network, people can inform their friends that there is a deal going on, and from there the world spreads

 

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about the deal. If Groupon gathers enough people within a certain amount of time, everybody is able to buy the item at a discounted rate. If enough people do not sign up for the item, nobody gets anything, and nobody is charged for anything. The point at which enough people purchase the item and the deal becomes valid is called the "tipping point."

    Groupon's business model specifies daily deals, so if enough of the item is purchased within one day, everyone who ordered the item would be able to purchase it at the discount rate. An example of how this works would be for an amusement park ticket. Groupon may post that a ticket normally selling for $60 to an amusement park in San Francisco is now selling for $30, and 500 people have to buy it. If the quota of $500 is filled in the specified time (one day), then everybody gets the tickets at the discounted price. If the quota is not filled, then the deal is void. On other websites, there may be a longer time limit or no time limit for the item at all, but the deal will only occur if when the item reaches the specified quota. The Groupon model features daily deals for certain cities and areas within the United States. One of its primary intentions is to help the local economy and help local businesses gain a wider customer base.

    Other competitors to Groupon include LivingSocial, BuyWithMe, MyCityDeal, GroupSwoop, and TownHog. They all feature the same "Daily Deal" business model and have few distinctions. They all claim to be the place with the best deal in town. Each city only has a few deals per day, so it is not as if the customer can pick and choose anything that he or she wants. One distinction that LivingSocial has is the "free link" strategy. In this model, one buyer can send a link to his or her friends to a certain item. If three or more people purchase the item using that link, then that buyer will get the deal for free.

    Since group buying is a relatively new concept in the U.S., as it started with Groupon and other websites in only late 2008. Therefore, the long term results of this concept are yet to be seen, and currently nobody knows if this concept can sustain itself in the U.S. or Jamaica. However, considering Groupon's initial success and venture capital backing, we believe this concept will be successful and is a highly marketable concept for Medora to inject into Jamaica.

Our Operations and Strategies

Business Model

    We plan to operate a group buying website that will bring customers together to purchase specific items in groups. Once the good or service reaches the minimum number of purchases, everyone ends up getting the item. If there aren't enough people who purchase the item, then nobody is charged anything. We intend to have the vendor in charge of setting the minimum number of items sold. We will likely not begin our operations with a "deal of the day" to start due to current lack of public awareness of the website currently. Therefore, it will be best to have the vendor set the time frame of the sale to their liking. After more people become aware of the website in the future, and the site generates enough traffic, we plan start a "deal of the day."

    To begin, we intend to begin selling deep discounted deals for items available in the cities of Montego Bay, Ocho Rios, and with a focus on Kingston, Jamaica market. Kingston is the capital of Jamaica and also its largest city. As the site grows, and traffic increases, we plan to take it to other cities and towns of Jamaica.

 

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Website

    We intend to create a very simple website for the consumer to use. We plan for the text to be very large and easy to read. Posted deals will likely have large text, accompanied by enticing pictures. Under the link, we plan to give a short description of the deal. If the link to the deal is clicked, we intend to include the following in the description:

  • Multiple pictures and possibly video of the deal being offered
  • A detailed description of the offer
  • The original price of the item being offered
  • The amount of the discount of the offered deal
  • The amount saved by using this coupon
  • The total number of minimum purchases needed to ensure the deal is valid
  • The amount of purchases so far
  • A link that can be clicked to send this offer to one's friends and family
  • A countdown timer until the exact deadline of the deal
  • A very large "BUY" button to purchase the item
  • Links to Facebook and Twitter to tell one's friends about the offer
  • A map of where the item can be picked up
  • Additional deals in the specified area
  • A secured site allowing individuals to purchase items using their credit cards and debit cards.

    After the item is purchased using a credit or debit card, we plan to prompt the user to print out the details, so the item can be picked up at the specified location. Additionally, there will likely be a bar code that is printed out. In many cases, the item being offered is a service, rather than a specific good. In that case, one may need to travel to the location to redeem their voucher, which may be used at a later time. The item purchased doesn't need to be redeemed on the same day, but we plan to set a time limit specified by the vendor.

    Since the company's business model is intended to help the local economy, everything being sold on the website would have to be redeemed in person, instead of purchasing online and receiving goods through the mail. This prevents wholesalers and vendors who already sell items in bulk from using this website as a tool to sell their goods. We believe the website is a means to help spur the local retail economy. We believe that after the sale is made, the local retailer has a much wider customer base from which repeat sales of their products is likely. This can be in the form of another discount deal or direct customer contact to the vendor.

Social Aspect of the Website

    One aspect of the website that we intend to implement is its social aspect. We believe that people who purchase items online for deep discounts will probably be repeat customers. Many of the items offered will likely be restaurant deals, spa deals, and places where people can go to be active in the community and socialize. Therefore, it is probable that a new community of common users is being created. We intend to have a "Socialize" button on the website, so buyers can get in touch with other buyers, and possibly use the deal together.

 

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    We plan to not share contact information of users with anybody, including vendors and other users. We intend to set up a personal account on the website with a personal inbox that users will be able to get in touch with other users. Initially, users can post items on the website forum, and after that, we will likely be able to contact people personally on their company inbox. Additionally, we plan to have users create a "network" of friends such as the Facebook model, in order to get in touch with each other, and see if their friends are going to purchase the deal.

Sales and Marketing Strategy

Marketing Approach

    We believe it is very important for us to generate a lot of website traffic. If enough people do not come to the website, it will be impossible for the company to survive. Enough people need to make purchases on the website in order for the vendor to be successful. Both vendors and customers alike need to be aware of the website's existence. Customers will only be aware of its existence if good deals are available from trusted vendors. Vendors will only be interested in using us as a medium if enough website traffic is generated. However, there will be no risk to the vendor if the minimum is not reached, and the brand name generated some interest.

    At the beginning of website operations, there may not be much traffic, so we intend to set minimum purchases at a low level. For example, the minimum purchase level may be at 50 participants in order for the deal to be valid. As more website traffic is created, the threshold may increase to 300 participants that must purchase the deal in order for it to be valid.

Marketing Channels

    As internet-generated group buying is not a common theme currently in Jamaica, we plan to aggressively market this concept to both vendors and customers. We plan to take a bilateral approach to its marketing plan. It is important for the sales team to get across the message of "risk free" participation. If the deals do not reach validity, then the vendor still had a method of free advertising. Additionally, if a deal does reach validity, customers are likely to use this business repeatedly. In order for the company to get in touch with vendors, we intend to use the following channels:

  • Trade Shows - This is a highly effective medium, allowing the company to showcase itself, its abilities, and its potential. Here it can make contact with local retailers and people involved in local industry.

  • Telephone solicitations - Our telephone solicitation concept is very unique, and is an effective marketing tool. Since the vendor is not at risk and is able to market its name, it can only benefit the vendor to post a deal even if it doesn't become valid.

  • E-mail solicitations - We will use email as a way of becoming known in the community. The company will use software specifically designed to arrive in a vendor's email inbox and not in its spam box.

 

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  • Personal visits from sales representatives - This is a method that will be highly effective, especially in Jamaica. A van will be utilized for the sole use of the sales representatives. The company believes that will allow for efficiency, smooth operation, and put itself in direct contact with the vendors and major decision-makers.

  • Website - The website will have a section specifically designed for vendor accounts.

  • Traditional Advertising - Magazine and newspaper advertising is an effective way of reaching an audience that is involved in specific industries

    As for customers, the company will rely on the following channels:

  • Traditional Advertising - Billboards, magazine, and newspaper advertisement will be a popular way of "getting the world out" to the public

  • Google Ads - This is a very effective way of advertising on the internet

  • Word of Mouth - This is the most important channel to ensure survival of the company. If people are satisfied with the products, prices, values, companies they deal with, and customer service, then they are likely to tell other people about it.

  • Facebook and Twitter - We will try to forge relationships with social networking websites and try to spread the world through this method. Additionally, the company can advertise through these websites.

  • Viral Marketing - This is an effective way of getting the company's brand name out, and ensuring people will tell their friends about it. The company may use a marketing agency specifically designed in brand awareness to help accomplish this goal.

Pricing Strategies

    At the launch of our website, traffic may be very low, so discounted offers will likely be at least maintained for example at 50% off the original price. As the site grows and word of mouth spreads about group buying, the company may be able to get higher discounts larger, than 50%. In order for that to happen, there must be traffic of several thousand customers a day, where a percentage of those will actually purchase the item being offered.

    At the beginning, we intend to set a low commission taken by sales from our website, in order to get vendors to post offers on our website. The standard commission in this industry in the U.S. is 50% of the price of the deal after the discount. For example, if the original price of an item is $100, and the discount is $50, then the group buying website's cut is a negotiated percentage of that amount, which may be as high as half of the discounted price. In order for the vendor to make any profit from this, they have to sell a very large quantity of items. Additionally, the vendor must realize that it had widened its customer base, and if the customers are satisfied, they may be repeat customers.

 

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Tourism Deals

    We recognize that one of Jamaica's largest industries is tourism from North America, South America, and Europe. Therefore, we plan to form partner alliances with travel agencies in Jamaica that offer deals to the island. In order for us to do this, we may have to also find partners with other group buying websites in the U.S. to market the deals to customers that we find. In the future, we will try to achieve the status of a "deal of the day website" of travel packages to Jamaica.

Free Link Strategy

    The company intends to employ the strategy of "free links" to its website. Under this strategy, we will allow customers who notify several of their friends about the deal to receive the deal for a huge discount or even possibly free. For our website, if three or more customers arrive at the website through the link of their friend, they will receive the deal for free. We intend to use this strategy from the beginning. This is an aggressive marketing tactic that will encourage buyers to notify their friends of the deal, and will possibly help secure hundreds upon hundreds of customers each day. Under this strategy, customers with more social capital will be able to capitalize on many free or heavily discounted deals.

Frequent Loyalty Card

    We also intend to use the strategy of a "frequent loyalty card" in our marketing program. This will be similar to a frequent flyer card program for an airline. Under this approach, anytime a customer purchases items on our website they will gather points. When the customer accumulates a certain amount of points, they will be able to redeem the points for certain gifts, discounted deals, or even deals for free. The more the customer spends on purchases, the more points they will accumulate. Also, if they link their friends to the website, they will accumulate even more points. A number will be attached to the card, and the card number will be saved on the website when the user is logged in. With the use of a frequent loyalty card, customers with larger social networks will be able to capitalize on more great deals.

Company Goals

    We have a number of goals for our short term and long term future. Since we are entering the market with limited competition in Kingston and other cities in Jamaica, we believe we will have a huge branding advantage to any other competitor who plans to enter the market afterward. If we become successful, we anticipate that Medora could become synonymous with group buying just as Groupon is in the U.S. If the concept of group buying is successful and sustains itself well in Jamaica, then we may enjoy similar advantages that Groupon has, and may achieve the status of "household name" in Kingston and possibly throughout Jamaica.

 

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Competitive Advantages

    We believe we have a number of competitive advantages in the Jamaican market. First and foremost, there are few websites of our kind focusing on deals of the day in the aforementioned cities. Since the concepts of group buying and deals of the day are relatively new in the western hemisphere, it may take a while for any competitor to try and play catch up. We believe another major competitive advantage of ours is going to be its aggressive marketing and sales strategy. We plan to use everything in our power and most of our resources towards building our brand image through word of mouth, social networks, and other forms of advertising. We believe the use of Facebook and Twitter links will also be a large aid to our success.


MANAGEMENT

    Our sole officer and director serves until his successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

    The name, age and position of our sole officer and director is set forth below:

Name and Address

Age

Position(s)

Craig McKenzie

29

President, Principal Executive Officer, Principal

7 Wareham Road

 

Financial Officer, Principal Accounting Officer

Kingston, Jamaica, W.I.

 

Secretary, Treasurer and sole member of the

   

Board of Directors

    All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with our Bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.

Background of Our Sole Officer and Director

    On June 10, 2010, Mr. Craig McKenzie was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors. From February 2003 to present, Mr. McKenzie has served as a Level 3 and Level 4 Technical Assistant with The Ministry of Health / National Blood Transfusion Service, of Kingston, Jamaica. His responsibilities include Blood component preparation, distribution, inventory, preparation of daily and monthly statistics, and to assist Medical Technologists.

    None of the companies referred to above are parents, subsidiary corporations or other affiliates of Medora Corp.

    During the past ten years, Mr. McKenzie has not been the subject of the following events:

 

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1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

 

28



ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee Financial Expert

    We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.


EXECUTIVE COMPENSATION

    The following table sets forth the compensation paid by us from May 6, 2010 (inception) through July 31, 2010 for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

EXECUTIVE OFFICER COMPENSATION TABLE

           

Non-

Nonqualified

   
           

Equity

Deferred

All

 

Name

         

Incentive

Compensa-

Other

 

and

     

Stock

Option

Plan

tion

Compen-

 

Principal

 

Salary

Bonus

Awards

Awards

Compensation

Earnings

sation

Total

Position

Year

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

                   

Craig McKenzie

2010

0

0

0

0

0

0

0

0

President and Director

2009

0

0

0

0

0

0

0

0

 

2008

0

0

0

0

0

0

0

0

    We have no employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

    The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

 

29



    There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Compensation of Directors

    The member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.

DIRECTOR'S COMPENSATION TABLE

 

Fees

           
 

Earned

     

Nonqualified

   
 

or

   

Non-Equity

Deferred

   
 

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

 
 

Cash

Awards

Awards

Compensation

Earnings

Compensation

Total

Name

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

               

Craig McKenzie

2010

0

0

0

0

0

0

0

0

President and Director

                 
                   

Employment Contracts

    We have no employment contracts with any of our officers.

Long-Term Incentive Plan Awards

    We do not have any long-term incentive plans.

Compensation of Directors

    We do not pay our directors any money and we have no plans to pay our directors any money in the future.

Indemnification

    Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

30



    Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.


PRINCIPAL AND SELLING SHAREHOLDERS

    The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole director, officer and key employee, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possess sole voting and dispositive power with respect to the shares.

 

 

 

 

Number of Shares 

Percentage of

 

 

 

Percentage of

 

After Offering 

Ownership After

 

 

Number of 

Ownership

 

Assuming all of 

the Offering

 

Name and Address

Shares Before

Before the

the Shares are

Assuming all of the

 

Beneficial Owner 

the Offering 

Offering

 

Sold 

Shares are Sold

 

Craig McKenzie [1] 

35,000,000 

56.38

35,000,000 

56.38

7 Wareham Road

 

 

 

 

 

 

Kingston, Jamaica, W.I.

 

 

 

 

 

 

 

 

 

 

 

All Officers and Directors 

35,000,000 

56.38

35,000,000 

56.38

as a Group (1 person) 

 

 

 

 

 

 

[1]     The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his stock holdings. Mr. McKenzie is our only "promoter".

 

 

 

 

 

 

 

 

 

 

 

 

 

31



Selling Shareholders

    The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.

 

 

 

 

Percentage

of shares

owned after the

Total number of

Percentage of

Number of

offering assuming

shares owned

shares owned

shares being

all of the shares are

Name

prior to offering

prior to offering

offered

sold in the offering

Bernard, Randy [3]

650,000

1.05%

650,000

0%

Boswell, Alciann

650,000

1.05%

650,000

0%

Brackenridge, Jason [1]

650,000

1.05%

650,000

0%

Brackenridge, Noel [2]

690,000

1.11%

690,000

0%

Brown, Dwight

633,333

1.01%

633,333

0%

Brown, Dale

650,000

1.05%

650,000

0%

Brown, Thromo

650,000

1.05%

650,000

0%

Brown, Shane

650,000

1.05%

650,000

0%

Clarke, Karen

650,000

1.05%

650,000

0%

Crooks, Teika

650,000

1.05%

650,000

0%

Daye, Kenisha

616,667

0.99%

616,667

0%

Dickenson, Jermaine

650,000

1.05%

650,000

0%

Eubank, Sanake

650,000

1.05%

650,000

0%

Francis, Claudine

650,000

1.05%

650,000

0%

Goulbourne, Herman

650,000

1.05%

650,000

0%

Gunter,, Jamar

650,000

1.05%

650,000

0%

Hanson, Audrey

562,000

0.91%

562,000

0%

Harris, Garfield

650,000

1.05%

650,000

0%

Heath, Valentine

650,000

1.05%

650,000

0%

Hemmings,Chrisie

652,000

1.05%

650,000

0%

Henry, Devene

650,000

1.05%

652,000

0%

Henry, Damian

650,600

1.05%

650,600

0%

Henry, Harvey

650,000

1.05%

650,000

0%

Hunter, Glenda

650,000

1.05%

650,000

0%

Hunter, Kerene

650,000

1.05%

650,000

0%

James, Cahunda

650,000

1.05%

650,000

0%

Lawrence, Rene

650,000

1.05%

650,000

0%

Livingston, Ricardo [5]

633,333

1.01%

633,333

0%

Livingston, Wayne [6]

633,333

1.01%

633,333

0%

Nagheer, Brenton

650,000

1.05%

650,000

0%

Ormsby, Garon

650,000

1.05%

650,000

0%

Reid, Anthony

650,000

1.05%

650,000

0%

Richards, Rupert

650,000

1.05%

650,000

0%

Robinson, Chadwin

633,333

1.01%

633,333

0%

Rose, Jenifer

650,000

1.05%

650,000

0%

Rose, Petula

650,000

1.05%

650,000

0%

Rottingham, Semone

650,000

1.05%

650,000

0%

Singh, Vecoth

566,667

0.91%

566,667

0%

Taylor, , Debbian [4]

650,000

1.05%

650,000

0%

Taylor, Lafane

650,000

1.05%

650,000

0%

Taylor, Abigail

650,000

1.05%

650,000

0%

Williams, Jodi-Kae

633,333

1.01%

633,333

0%

Total

27,054,600

43.62%

27,054,600

0%

 

 

32



[1]

Jason Brackenridge is the uncle of Noel Brakenridge

[2]

Noel Brackenridge is the nephew of Jason Brakenridge

[3]

Randy Bernard is the son of Debbian Taylor

[4]

Debbian Taylor is the mother of Randy Bernard

[5]

Ricardo Livingston is the son of Wayne Livingston

[6]

Wayne Livingston is the father of Ricardo Livingston

    Each individual named exercised voting and/or dispositive control powers with respect to the shares owned by him.

    We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

    None of the selling shareholders has or has had within the past three years, any position, office, or other material relationship with us or any of our predecessors or affiliates.

    Our officers, directors and employees have not taken and will not take any action to assist selling security holders in their sales efforts.

Future Sales of Shares

    A total of 62,054,600 shares of common stock are issued and outstanding. Of the 62,054,600 restricted shares outstanding, 27,054,600 shares are being offered for sale by the selling shareholders in this offering, which will be immediately resalable without restriction of any kind.


DESCRIPTION OF SECURITIES

Common Stock

    Our authorized capital stock consists of 100,000,000 shares of common stock, $0.00001 par value per share. The holders of our common stock:

* have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

33



* do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

    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 fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

    Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

    As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-takeover provisions

    There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Reports

    After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

 

 

 

34



CERTAIN TRANSACTIONS

    Since inception, we sold 35,000,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,000. On June 10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Dr. Jehovan Fairclough resigned as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors and sold Craig McKenzie his 35,000,000 shares of common stock for $7,000 in a private transaction.

    These shares were issued to the foregoing individuals in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

    We completed our private placement offering by issuing 27,054,600 shares for a total of $40,582 to forty two (42) investors. These shares were issued to the foregoing individuals in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.


LEGAL PROCEEDINGS

    From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

35



EXPERTS

    Our financial statements for the period from May 6, 2010 (inception) to July 31, 2010, included in this prospectus have been audited by GBH CPAs, PC, 6002 Rogerdale Road, Suite 500, Houston, Texas 77072, telephone (713) 482-0000, as set forth in its report of independent registered public accounting firm included in this prospectus. Its report is given upon its authority as an expert in accounting and auditing.


LEGAL MATTERS

    Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726, telephone (732) 409-1212 has acted as our legal counsel.


FINANCIAL STATEMENTS

    Our financial statements from May 6, 2010 (inception) to July 31, 2010 immediately follow:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

FINANCIAL STATEMENTS

 

Balance Sheet

F-2

Statement of Expenses

F-3

Statement of Stockholders' Equity

F-4

Statement of Cash Flows

F-5

Notes to the Financial Statements

F-6

 

 

 

 

 

 

 

 

36



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Medora Corp. (A Development Stage Company)
Kingston, Jamaica, West Indies

We have audited the accompanying balance sheet of Medora Corp. (A Development Stage Company) as of July 31, 2010 and the related statements of expenses, stockholders' equity, and cash flows for the period from May 6, 2010 (inception) to July 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of Medora Corp. as of July 31, 2010, and the results of its operations and its cash flows for the period from May 6, 2010 (inception) through July 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, as of July 31, 2010, the Company has an accumulated deficit, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period, which raise substantial doubt about its ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
September 2, 2010

F-1

37



MEDORA CORP.

(A Development Stage Company)

BALANCE SHEET

July 31, 2010

 

 

ASSETS 

 

 

 

 

         CURRENT ASSETS 

 

 

 

           Cash and cash equivalents  

$

23,259

 

           Prepaid expenses  

5,000

 

         TOTAL CURRENT ASSETS 

 

28,259

 

         TOTAL ASSETS 

$

28,259

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY 

 

 

 

 

           CURRENT LIABILITIES 

 

 

 

           Accounts payable

$

4,275

 

 

         TOTAL CURRENT LIABILITIES 

 

4,275

 

 

         COMMITMENTS AND CONTINGENCIES 

 

-

 

 

         STOCKHOLDERS' EQUITY

 

 

 

           Preferred stock, 100,000,000 shares authorized, $0.00001 par value; 

 

 

 

           0 shares issued and outstanding 

 

-

 

           Common stock, 100,000,000 shares authorized, $0.00001 par value; 

 

 

 

           49,045,933 shares issued and outstanding 

 

490

 

           Additional paid-in capital 

 

27,604

 

           Deficit accumulated during the development stage 

 

(4,110

         TOTAL STOCKHOLDERS' EQUITY  

 

23,984

 

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 

$

28,259

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-2

38



MEDORA CORP.

(A Development Stage Company)

Statement of Expenses

For the period from May 6, 2010 (inception) to July 31, 2010

 

EXPENSES

 

 

 

    Consulting fees

$

3,000

    Bank service charges

335

    General and administrative

 

775

 

Total Expenses

$

4,110

 

NET LOSS 

(4,110

 

         NET LOSS PER COMMON SHARE, BASIC AND DILUTED 

(0.00

 

         WEIGHTED AVERAGE NUMBER OF COMMON SHARES 

 

 

 

         OUTSTANDING, BASIC AND DILUTED 

 

36,465,752

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-3

39



MEDORA CORP.

(A Development Stage Company)

Statement of Stockholders' Equity

For the period from May 6, 2010 (inception) to July 31, 2010

 

 

Common Stock    

Additional
Paid-in

Deficit Accumulated during the

Total Stockholder's
Equity

 

Shares

Amount

 

Capital

Development Stage

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash on
May 6, 2010

35,000,000

350 

$

6,675 

 

$

 

7,025

 

Stock issued for cash

14,045,933

 

140

20,929

 

-

 

21,069

 

Net loss for the period ended
July 31, 2010

-

-

$

-

 

$

(4,110)

 

(4,110)

 

Balance, July 31, 2010

49,045,933

490

$

27,604

 

$

(4,110)

 

23,984

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-4

40



MEDORA CORP.
(A Development Stage Company)

Statement of Cash Flows

For the period from May 6, 2010 (inception) to July 31, 2010

 

CASH FLOWS FROM OPERATING ACTIVITIES 

 

 

 

        Net loss

$

(4,110

        Adjustments to reconcile net loss to net cash used in operating activities:

 

        Prepaid expenses

(5,000)

        Accounts payable

4,275

Net cash used in operating activities 

 

(4,835

)

 

CASH FLOWS FROM FINANCING ACTIVITIES 

 

 

        Proceeds from issuance of common stock 

 

28,094

 

Net cash provided by financing activities 

 

28,094

 

 

Increase in cash and cash equivalents 

 

23,259

 

Cash and cash equivalents, beginning of period 

 

-

 

 

Cash and cash equivalents, end of period 

$

23,259

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES 

 

 

 

         Interest paid 

-

 

         Income taxes paid 

-

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.
F-5

41



MEDORA CORP.
(A Development Stage Company)
Notes to the Financial Statements
Period From May 6, 2010 (Inception)
Through July 31, 2010

Note 1 - Nature of Operations and Summary of Significant Accounting Policies

Nature of Business. Medora Corp. (referred to as the "Company", "Medora") was incorporated in Nevada on May 6, 2010, for the purpose of engaging in ecommerce through our planned website, which will be a group coupon buying website.

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

Basic and Diluted Earnings (Loss) Per Share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period ended July 31, 2010, there were no potentially dilutive securities outstanding.

Cash and Cash Equivalents. Medora considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Income Taxes: Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Recently Issued Accounting Pronouncements. Medora Design does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Note 2. - Going Concern

These financial statements have been prepared on a going concern basis, which implies Medora will continue to meet its obligations and continue its operations for the next fiscal year. As of July 31, 2010, the Company has an accumulated deficit of $4,110, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period.

F-6

42



MEDORA CORP.
(A Development Stage Company)
Notes to the Financial Statements
Period From May 6, 2010 (Inception)
Through July 31, 2010

Note 2. - Going Concern (continued)

The Company's sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission ("SEC"). These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of Medora as a going concern is dependent upon financial support from its stockholders, the ability of Medora to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Medora be unable to continue as a going concern.

Note 3. - Stockholders' Equity

On May 6, 2010, Medora issued 35,000,000 common stock shares to its president at $0.0002 per share for approximately $7,000 cash.

During July 2010, Medora issued an additional 14,045,933 shares for a total of $21,069 cash.

Note 4 - Income Taxes

Medora uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception, Medora incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $4,110 at July 31, 2010, and will expire in the year 2030.

At July 31, 2010, deferred tax assets consisted of the following:

Deferred tax assets (net operating loss carry-forwards)

 

 

617

 

Less: valuation allowance 

 

 

 

(617

Net deferred tax asset 

 

 

-

 

 

 

 

 

F-7

43



MEDORA CORP.
(A Development Stage Company)
Notes to the Financial Statements
Period From May 6, 2010 (Inception)
Through July 31, 2010

Note 5 - Commitments and Contingencies

In May 2010, Medora executed a consulting agreement to pay Executive Consulting Services ("ECS") Group $1,000 per month for the next year. ECS advises Medora on matters relating to administrative and operational matters. 

Note 6 - Related Party Transactions

Office services and office space are provided without charge by the sole officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

Note 7 - Subsequent Events

During August 2010, Medora issued 13,008,667 shares of our common stock at $0.0015 per share for a total of $19,513 cash.

 

 

 

 

 

 

 

 

 

 

 

 

F-8

44



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 13.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:

SEC Registration Fee

$

3

Printing Expenses

$

0

Accounting/administrative Fees and Expenses

$

14,990

Blue Sky Fees/Expenses

$

0

Legal Fees/ Expenses

$

5,000

Escrow fees/Expenses

$

0

Transfer Agent Fees

$

0

Miscellaneous Expenses

$

0

TOTAL

$

19,993


ITEM 14.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1.

Section 5 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.

2.

Article VIII of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

3.

Nevada Revised Statutes, Chapter 78.

    The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.


ITEM 15.     RECENT SALES OF UNREGISTERED SECURITIES.

    During the last three years, we have sold the following securities which were not registered under the Securities Act of 1933, as amended:

    At inception, we sold 35,000,000 shares of common stock to our former sole officer and director, Dr. Jehovan Owayne Fairclough for approximately $7,000. On June 10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of board resolution as the president, chief executive officer, chief financial officer, treasurer, secretary and sole member of the board of directors. On June 10, 2010, Dr. Jehovan Fairclough sold Craig McKenzie his 35,000,000 shares of common stock for $7,000 in a private transaction.

 

45



    These shares were issued to in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

    In August 2010, we completed our private placement offering (that commenced in July 2010) by issuing a total of 27,054,600 shares for a total of approximately $40,000.

    We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption there from.


ITEM 16.     EXHIBITS.

    The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.

Exhibit No.

    

Document Description

    

3.1

Articles of Incorporation

3.2

Bylaws

4.1

Specimen Stock Certificate

5.1

Opinion of Anslow and Jaclin, LLP

10.1

Consulting Agreement

23.1

Consent of GBH CPAs, PC

23.2

Consent of Anslow and Jaclin, LLP, filed as Exhibit 5.1

 

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ITEM 17.     UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

      (a) include any prospectus required by Section 10(a)(3) of the Securities Act;

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

      (c) include any additional or changed material information with respect to the plan of distribution.

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

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

(4)     To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(5)     For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

(6)     For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

47



(7)     For the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (Section 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(8)     For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

    The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

      (a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter;

      (b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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

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

B.     Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

48



C.     To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

D.     The undersigned Registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49



SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form S-1 Registration Statement and has duly caused this Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kingston, Jamaica this 8th day of September, 2010.

 

MEDORA CORP.

     
 

BY:

CRAIG MCKENZIE

   

Craig McKenzie

   

President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Craig McKenzie, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

Title

Date

     

CRAIG MCKENZIE

President, Principal Executive Officer, Principal

September 8, 2010

Craig McKenzie

Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

 

 

 

 

 

50