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EX-4 - GRAND HAVANA INC.ex4.htm
EX-5.1 - GRAND HAVANA INC.ex5_1.htm
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EX-3.2 - GRAND HAVANA INC.ex3_2.htm
EX-3.1 - GRAND HAVANA INC.ex3_1.htm
EX-10.1 - GRAND HAVANA INC.ex10_1.htm
EX-23.1 - GRAND HAVANA INC.ex23_1.htm
EX-10.2 - GRAND HAVANA INC.ex10_2.htm

 

 

REGISTRATION # 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

AMENDMENT NO. 2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

 

Unique Underwriters, Inc.

(Exact name of Registration as specified in its Charter)

 

Texas

(State of Incorporation or Organization or Other Jurisdiction)

6361

(Primary Standard Industrial Classification Code Number)

27-0631947

(IRS Employer Identification No.)

 

UNIQUE UNDERWRITERS, INC.

5650 Colleyville Blvd,

Colleyville, Texas 76034

817-281-3200

USA

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive Offices)

 

 

Copies to:

McMullen Associates LLC, Attorneys at Law

10701 McMullen Creek Pkwy

Charlotte, NC 28226 USA

Tel. No. 704.541.2649

Toll Free: 800.251.1525

Fax No. 704.541.4751

 

Approximate date of proposed sale to the public: From time to time after the effectiveness of the registration statement.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

(1)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definition of “large accelerated filer,” “accelerated filer,” and “small reporting company”:

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x

(Do not check if a smaller reporting company)

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to

be registered

 

Amount to be

registered (1)

   

Proposed

maximum

offering price per

share

   

Proposed

maximum

aggregate

offering price

   

Amount of

registration fee

 

 

 

                         
                                 
Common Stock, par value $.001     10,387,282     $ 0.15     $ 1,558,092     $ 180.89  
                                 
Total     10,387,282             $ 1,558,092     $ 180.89  

 

1) In the event of a stock split, stock dividend or similar transaction involving our shares of common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

 

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 and any national exchange and in accordance with Rule 457, the offering price was determined by us arbitrarily based on the price shares were sold to the selling security holders in private placement transactions plus an increase due to the fact that the shares are being registered and will be liquid. The selling shareholders may sell shares of our common stock at a fixed price of $0.15 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. 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 OTC Electronic Bulletin Board, 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 for the selling security holders. We will not receive proceeds from the sale of shares from the selling shareholders.

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

(2)

 

 

 

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 21, 2011

 

UNIQUE UNDERWRITERS, INC.

 

10,387,282 shares of common stock, par value $0.01

 

The prospectus’ relate to the resale by certain selling security holders of Unique Underwriters, Inc. of up to 10,387,282 shares of our common stock in connection with the resale of up to 10,387,282 shares of common stock issued and outstanding; and upon the effectiveness of this prospectus, the selling security holders will sell at a price per share of $0.15 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Each of the selling stockholders may be deemed to be an "underwriter"; as such term is defined in the Securities Act of 1933. The selling stockholders may sell the shares from time to time at the prevailing market price or in negotiated transactions.

 

There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. As of April 21, 2011 we had 75,387,282 shares of common stock issued and outstanding. Our common stock is not traded on any exchange or in the over-the-counter market. After the date of this prospectus, we expect to have an application filed with the Financial Industry Regulatory Authority for our common stock to eligible for trading on the OTC Bulletin Board. Until our common stock becomes eligible for trading on the OTC Bulletin Board, the selling security holders will be offering our shares of common stock at a fixed price of $0.15 per common share. The company is in the process of completing the Form 211 application with Spartan Securities Group, LTD 100 2nd Avenue South, 300N St Petersburg, Florida 33701. We expect to file our Form 211 application with FINRA in May, 2011.

 

OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3 BEFORE INVESTING IN OUR SHARES OF 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 information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

The date of this prospectus April 21, 2011

 

(3)

 

  

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

 

TABLE OF CONTENTS

 

    Page No.
Part I  
Summary Information   5
Risk Factors   6
Use of Proceeds   10
Determination of Offering Price   10
Dilution   10
Plan of Distribution   13
Description of Securities to be Registered   16
Interests of Named Experts and Counsel   18
Description of Business   18
Legal Proceedings   26
Financial Statements   27
Management’s Discussion and Analysis of Financial Condition and results of Operations  

54

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  

55

Directors and Executive Officers   56
Executive Compensation   57
Security Ownership of Certain Beneficial Owners and Management   58
Certain Relationships and Related transactions   58
Disclosure of Commission Position on Indemnification for Securities Act Liabilities   58
Part II – Information Not Required In Prospectus   59
Other Expenses of Issuance and Distribution   59
Indemnification of Directors and Officers   59
Recent Sales of Unregistered Securities   60
Exhibits and Financial Statement Schedules   61
Undertakings   62
Signatures   32

 

(4)

 

PROSPECTUS SUMMARY

 

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the Financial Statements and the Notes to the Financial Statements.

 

Summary Information about Unique Underwriters, Inc.

 

Unique Underwriters, Inc. was incorporated in the State of Texas on July 28, 2009. We are a national, independent, insurance sales and marketing company specializing in mortgage protection insurance, final expense, annuities and all aspects of life insurance sales.

 

After its inception, on July 28, 2009, Unique Underwriters, Inc spent the next 10 months of business as a development stage company, and in June 2010, Unique started generating revenues and growing. We are now a growth stage company. Unique Underwriters Inc. has a limited history of operations.

 

We currently have 15 full-time employees and 5,000 independent agents. We want to obtain additional financing to expedite the growth process. We plan to raise the capital necessary to fund our business through the sale of equity securities.

 

Our Products include:

 

84% Term and 7% UL/Whole Mortgage life insurance is a form of life insurance that will cover the cost of the mortgage in the event of policy holder’s death, so that his/her family doesn't have to worry about paying it off without the aid of primary income. Life insurance can be used for a variety of purposes, such as: providing for your spouse and children, paying off your mortgage and other debts, transferring wealth or business interests, accumulating cash on a tax advantaged basis, achieving estate tax liquidity, saving money for college expenses or retirement or other life events. Disability Insurance pays the insured a monthly benefit if he/she becomes disabled, as a result of an accident or disease, and cannot perform the duties of their own job.

 

7% Final expense insurance is an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance policy with a small monetary value. Final expense insurance allows the named insured to feel safe knowing that funeral-related expenses are covered regardless of the status of their estate at the time of death.

 

2% Annuities provide tax-deferred growth, liquidity, and income options, plus a death benefit that may bypass the costs and delays of probate. An annuity could be right for you if: a) prefer to delay your taxes to a later date; b) are already contributing all you can to your IRA or qualified plan; c) are comfortable that you won't need extra money immediately; d) prefer a minimum guaranteed interest rate. We have an array of products that include fixed indexed annuities that are based on the performance of an Index, which provides you with all the upside potential and none of the downside risk of the market.

 

 

As of April 21, 2011, the company had raised $697,819.75 through the sale of its common stock. The company offer shares through two Regulation D 506 offerings. (1) 5,000,000 common shares at $.02 dated June 1, 2010 (2) 3,985,465 at $0.15 dated August 19, 2010.

 

Note: The Company has issued an additional 1,401,817 shares per “Oral Agreements” with vendors and professional service providers – Also included in the table above designated by (*).

 

Description of Oral Agreements:

 

*Christine Butcher as Chief Marketing Officer directs the company's overall marketing strategic planning programs, and corporate communications. Facilitates client development through marketing and client services programs. Agreed to services for 426,667 common shares.

 

*Robert Wallace as Senior Vice President is responsible for the development of business strategies, policies, and marketing programs for mortgage and final expense insurance divisions. Agreed to services for 150,000 common shares.

 

*Michelle Wallace as Vice President of Training is responsible for the development of training strategies, policies, and marketing programs for mortgage and final expense insurance divisions. Agreed to services for 150,000 common shares.

 

*David Raper, consulted the company on the state of the insurance availability, development and acceptability of products in the US and abroad. Agreed to services for 200,000 common shares.

 

*Marcia McGown as Lead Manager is responsible for all aspects of our lead system including ordering and organizing data to prepare it to be sent to our mail house for generating our lead letters to be mailed out to potential clients and once the letters are returned being responsible for entering and distributing the leads to our agents. Also responsible for lead management and evaluating and assessing the best sources and place of the leads and determine where we get the most productivity from our agents in regards to the leads. Agreed to services for 200,000 common shares.

 

*Tonya Copeland as Director of Operations, my duties include but are not limited to the administrative duties and responsibilities for the office operations. I oversee the processes, transactions, licensing, training, lead management, and carrier coordinator for commissions, licensing, contracting, new business, debt management, and agent management to name a few. Along with these duties I am also the executive assistant for each of our five executives which includes booking travel, setting up meetings, agent correspondence, and time management tracking. As the executive assistant to both Mr. Wolfe and Mr. Simpson I am also responsible for assisting, reviewing, and completing the necessary documents for all SEC documents, including but not limited to, the S-1, the PCAOB audit, 15c211 to FINRA, DTC and TA application and all supporting documentation. Agreed to services for 25,000 common shares.

 

*Fred and Frances Potter, assisted with the initial set up of the corporation. Agreed to services for 150,150 common shares.

 

*Steven Dryzer as General Counsel for the Company, his duties include preparation, analysis and review of all legal documentation, including employment agreements, corporate and business agreements, shareholder agreements, Agency Agreements, leases and facilities agreements, web site development agreements, and all SEC documents, including but not limited to, the S-1, the PCAOB audit, 15c211 to FINRA, DTC and TA applications and all supporting documentation. Advise regarding all litigation and non-litigation matters involving the Company, including both internal and external issues, employee relations and SEC matters. Agreed to services for 100,000 common shares.

 

 

(5)

 

The Company’s principal executive offices are located at 5650 Colleyville Blvd, Colleyville, Texas 76034 . Phone: 817-281-3200

 

Common Stock Being Offered By Selling Stockholders   10,387,282 shares of Common Stock.
     
Initial Offering Price   $0.15
     
Terms of the Offering   The Selling Stockholders 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, (ii) two years or (iii) such time as all of the Common Stock become eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect.
     
Use of Proceeds   We are not selling any shares of Common Stock in this offering and, as a result, will not receive any proceeds from this offering.
     
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 3.

 

 

 

The Use of Proceeds

 

The Company will not receive any proceeds from the sale of the shares by the selling security holder. All proceeds from the sale of the shares offered hereby will be for the account of the selling security holder, as described below in the sections entitled "Selling Security Holder" and "Plan of Distribution."

 

We are registering a total of 10,387,282 shares for selling security holders' common stock under the investment agreement. All of the proceeds from the sale of the shares of common stock offered herein will be received by the selling security holder.

 

With the exception of any brokerage fees and commission which are the obligation of the selling security holder, we are responsible for the fees, costs and expenses of this offering which are estimated to be $518,552.00, inclusive of our legal and accounting fees, printing costs and filing and other miscellaneous fees and expenses.

 

RISK FACTORS

 

There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our Common Stock could decline and investors could lose all or part of their investment.

 

Risks Related to the Company’s Business and Industry

 

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS.

 

IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE TRADING PRICE OF OUR SHARES OF COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

 

THE SECURITIES WE ARE OFFERING THROUGH THIS PROSPECTUS ARE SPECULATIVE BY NATURE AND INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE FOLLOWING RISK FACTORS, COULD CAUSE OUR ACTUAL FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES.

 

(6)

 

RISKS RELATED TO OUR BUSINESS AND THIS OFFERING

 

THE COMPANY HAS A LIMITED OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF ITS BUSINESS AND PROSPECTS. WE MAY NOT BE SUCCESSFUL IN OUR EFFORTS TO GROW OUR BUSINESS AND TO EARN INCREASED REVENUES. TO DATE OUR TOTAL EXPENSES HAVE EXCEEDED OUT TOAL REVENUE WITH NET LOSSES TO DATE OF ($281,922) AND TOTAL DEFICITS OF ($376,538). AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART YOUR ENTIRE INVESTMENT.

 

We have a limited history of operations and we may not be successful in our efforts to grow our business and to earn revenues. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies providing services to a rapidly evolving market such as educational and digital materials. As a result, management may be unable to adjust its spending in a timely manner to compensate for any unexpected revenue shortfall. This inability could cause net losses in a given period to be greater than expected. An investment in our securities represents significant risk and you may lose all or part your entire investment.

 

OUR OPERATING RESULTS WILL BE VOLATILE AND DIFFICULT TO PREDICT WHICH MAY CAUSE THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.

 

Management expects both quarterly and annual operating results to fluctuate significantly in the future. Because our operating results will be volatile and difficult to predict. If this occurs, the trading price of our common stock may decline significantly.

 

A number of factors will cause gross margins to fluctuate in future periods. Factors that may harm our business or cause our operating results to fluctuate include the following: the inability to obtain new customers at reasonable cost; the ability of competitors to offer new or enhanced services or products; price competition; the failure to develop marketing relationships with key business partners; increases in our marketing and advertising costs; increased labor costs that can affect demand for educational materials; the amount and timing of operating costs and capital expenditures relating to expansion of operations; a change to or changes to government regulations; a general economic slowdown. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.

 

WE HAVE INCURRED LOSSES FROM OPERATIONS AND LIMITED CASH, WHICH RAISES SUBSTANTIAL DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.

 

The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties

RISKS ASSOCIATED WITH MANAGEMENT AND CONTROL PERSONS

 

THE COMPANY IS GOVERNED BY MR. SAMUEL WOLFE, OUR CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR AND MR. RALPH SIMPSON, OUR CHIEF OPERATING OFFICER, CHAIRMAN, FOUNDER AND DIRECTOR, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY FROM A CORPORATE GOVERNANCE PERSPECTIVE.

 

Mr. Samuel Wolfe, our Chief Executive Officer, President and Director and Mr. Ralph Simpson, our Chief Operating Officer, Chairman, Founder and Director make decisions such as the approval of related party transactions, the compensation of Executive Officers, and the oversight of the accounting function. There will be no segregation of executive duties and 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. Accordingly, the inherent controls that arise from the segregation of executive duties may not prevail. In addition, Mr. Samuel Wolfe, our Chief Executive Officer, President and Director and Mr. Ralph Simpson, our Chief Operating Officer, Chairman, Founder and Director will exercise full control over all matters that typically require the approval of a Board of Directors. Mr. Wolfe and Mr. Simpson are not subject to the review and approval of a Board of Directors and, as such, there may be a significant risk to the Company

 

Mr. Wolfe and Mr. Simpson exercises control over all matters requiring shareholder approval including the election of directors and the approval of significant corporate transactions. We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against the transactions implemented by Mr. Wolfe and Mr. Simpson.

 

THE COMPANY IS HEAVILY RELIANT ON MR. SAMUEL WOLFE, OUR CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR AND MR. RALPH SIMPSON OUR CHIEF OPERATING OFFICER, CHAIRMAN, FOUNDER AND DIRECTOR, AND, AS SUCH, THE LOSS OF HIS SERVICES COULD HAVE SIGNIFICANT MATERIAL ADVERSE EFFECT ON THE COMPANY.

 

The Company is heavily dependent on the efforts of Mr. Samuel Wolfe, our Chief Executive Officer, President and Director and Mr. Ralph Simpson our Chief Operating Officer, Chairman, Founder and Director. The loss of their services could have a material adverse effect on the Company. The Company currently does not maintain key man life insurance on either individual. Both Mr. Wolfe and Mr. Simpson have experience and past expertise in the insurance industry. There can be no assurance that a suitable replacement could be found for either, or both, individuals upon retirement, resignation, inability to act on our behalf, or death.

 

(7)

 

RISKS RELATED TO THE INDUSTRY

 

THE INSURANCE INDUSTRY IS HIGHLY COMPETITIVE AND IS CHARACTERIZED BY LOW GROSS PROFIT MARGINS AND FIXED COSTS, A MINOR SHORTFALL FROM EXPECTED REVENUE COULD AFFECT THE DEMAND FOR OUR INSURANCE PRODUCTS, HAVE A SIGNIFICANT IMPACT ON OUR ABILITY TO GENERATE REVENUE, AND POSSIBLY CAUSE OUR BUSINESS TO FAIL.

 

The Insurance industry is highly competitive and is characterized by a large number of competitors ranging from small to large companies with substantial resources. Many of our potential competitors have substantially larger customer bases, greater name recognition, greater reputation, and significantly greater financial and marketing resources than we do. In the future, aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in these markets.

 

We feel that our current and anticipated principal competitors are the following: Amerilife, BayPlanning, EPIC, Consolidated Underwriter, ABL marketers, National Agents Alliance, Insurance Wholesalers and Life & Annuity Masters.

 

Price competition exists in the insurance business. Price decreases within the industry could adversely affect our operations and profitability. There are many insurance companies. Deeply discounted prices by a competitor could result in lower revenues for the entire industry, negatively affecting demand for our insurance products. A shortfall from expected revenue levels would have a significant impact on our potential to generate revenue and possibly cause our business to fail.

 

REGULATORY CHANGES COULD HAVE SIGNIFICANT MATERIAL ADVERSE EFFECTS ON THE COMPANY.

 

The insurance industry is heavily regulated. With changing economic and political environments regulations governing the insurance industry can change drastically. Regulatory changes could significantly impact our industry and cause significant material adverse effects on the company.

 

We are regulated under the state insurance department to be in full compliance with all laws and regulations. Should the insurance department change their acceptance of a particular carrier in one of our states in which our agents operate it could limit their production. However, they would be able to work in another state that was available as long as they obtained the necessary nonresident license. We current have active Life, Accident, and Health insurance licenses.

 

AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.

 

The Company did not start realizing true revenue generating until the last month of our first fiscal year. The material risk is in the cyclical housing market itself as more houses are typically sold from April to October time frame, thus resulting in a greater need for mortgage protection insurance during that time period.

 

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES AND RISKS RELATED TO THIS OFFERING

 

THE SALE OF OUR COMMON STOCK COULD CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE. THIS MAY RESULT IN SUBSTANTIAL LOSSES TO INVESTORS, IF INVESTORS ARE UNABLE TO SELL THEIR SHARES AT OR ABOVE THEIR PURCHASE PRICE.

 

A sale of shares under this offering at any given time could cause the trading price of our common stock to decline. The sale of our common stock under this offering could make it more difficult for us to sell equity securities in the future at a time and at a price that we might not otherwise want to affect sales.

 

THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR CONTROL. THESE FACTORS MAY RESULT IN SUBSTANTIAL LOSSES TO INVESTORS IF INVESTORS ARE UNABLE TO SELL THEIR SHARES AT OR ABOVE THEIR PURCHASE PRICE.

 

The trading price of our common stock is subject to significant fluctuations due to a number of factors, including:

 

* our status as a growth company with a limited operating history

* general and industry-specific economic conditions

* actual or anticipated fluctuations in our operating results

* our capital commitments

* the loss of any of our key management personnel

 

The sale or attempted sale of a large amount of common stock into the market may also have a significant impact on the trading price of our common stock.

 

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. In the past, securities class action litigation has often been brought against companies that experience volatility in the market price of their securities. Whether or not meritorious, litigation brought against us could result in substantial costs, divert management's attention and resources and harm our financial condition and results of operations.

(8)

 

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS IN THE FORESEEABLE FUTURE, WHICH MAY REDUCE THE RETURN ON YOUR INVESTMENT IN OUR COMMON STOCK.

 

To date, the Company has not paid any cash dividends on its Common Stock and does not anticipate paying any such dividends in the foreseeable future. Payment of future dividends will depend on earnings and the capital requirements of the Company, and the Company's debt facilities and other factors considered appropriate by the Company. We cannot guarantee that we will, at any time, generate sufficient profits or surplus cash that would be available for distribution as a dividend to the holders of our common stock. We plan to continue to use any profits that we may generate, to fund our operations and growth. Therefore, any return on your investment would derive from an increase in the price of our stock, which may or may not occur.

 

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE YOUR OWNERSHIP INTEREST AND VOTING RIGHTS.

 

The company intends to raise additional capital to fund the growth of our business. We plan raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the holder of our common stock. The issuance of additional common stock or securities convertible into common stock will also have the effect of diluting the proportionate equity interest and voting power of our shareholder of our common stock.

 

THE CONVERSION OF OUR SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK COULD DILUTE YOUR OWNERSHIP INTEREST AND VOTING RIGHTS.

 

The company currently has 100,000,000 shares of Series A preferred stock and 50,000,000 shares of Series B preferred stock authorized. Each share of Series A preferred stock is entitled to 10 non-cumulative votes on all matters on which stockholders may vote and has the right to convert into 10 shares of common stock. Each share of Series B preferred stock is entitled to 1 non-cumulative vote on all matters on which stockholders may vote and has the right to convert into 1 share of common stock.

 

As a result of conversion, your ownership interest may be diluted, which means your percentage of ownership in the company decreasing.

 

AN ACTIVE TRADING MARKET FOR OUR COMMON SHARES MAY NOT DEVELOP.

 

Our common shares are new issues of securities with no established trading markets or prior trading histories, and there can be no assurance regarding the future development of markets for our common shares, the ability of holders of our common shares to sell or the prices for which holders may be able to sell their holdings of our common shares. Furthermore, the liquidity of, and trading markets for, our common shares may be adversely affected by changes in the insurance industry and in the overall economy, as well as by any changes in our financial condition or results of operations.

 

OUR PRINCIPAL STOCKHOLDER CONTROLS OUR BUSINESS AFFAIRS, SO YOU WILL HAVE LITTLE OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.

 

After the Offering, the Company's Chief Executive Officer and Chief Operating Officer, will beneficially own over 50% of the Company's outstanding Common Stock. The security holder will be able to continue to elect over a majority of the Company's directors and to determine the outcome of the corporate actions requiring shareholder approval, regardless of how additional security holders of the Company may vote.

 

To date the company’s Chief Executive Officer and Chief Operating Officer each own 32,500,000 common shares of the company and investors will have no ability to influence corporate actions.

 

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S

PENNY STOCK REGULATIONS AND THE FINRA’S SALES PRACTICE REQUIREMENTS, WHICH MAY

LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

 

The Company's common shares may be deemed to be "penny stock" as that term is defined in Regulation Section "240.3a51-1" of the Securities and Exchange Commission (the "SEC"). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a "recognized" national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.

 

Section "15(g)" of the United States Securities Exchange Act of 1934, as amended, and Regulation Section "240.15g(c)2" of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be "penny stock".

 

Moreover, Regulation Section "240.15g-9" of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company's common shares to resell their common shares to third parties or to otherwise dispose of them. Security holders should be aware that, according to

Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

 

(i) control of the market for the security by one or a few broker-dealers

that are often related to the promoter or issuer

(ii) manipulation of prices through prearranged matching of purchases and

sales and false and misleading press releases

(iii) boiler room practices involving high-pressure sales tactics and

unrealistic price projections by inexperienced sales persons

(iv) excessive and undisclosed bid-ask differential and mark-ups by

selling broker-dealers

(v) the wholesale dumping of the same securities by promoters and

broker-dealers after prices have been manipulated to a desired level,

along with the resulting inevitable collapse of those prices and with

consequent investor losses

 

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

 

(9)

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains "forward-looking statements" that involve risks and uncertainties. We use words such as "anticipate", "expect", "intend", "plan", "believe", "seek" and "estimate", and variations of these words and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the preceding "Risk Factors" section and elsewhere in this prospectus. These forward-looking statements address such issues as:

 

* future earnings and cash flow

* development projects

* business strategy

* expansion and growth of our business and operations

* our estimated financial information

 

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

 

Consequently, these cautionary statements qualify all of the forward-looking statements made in this prospectus. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they would have the expected effect on us or our business or operations.

 

USE OF PROCEEDS

 

The shares of common stock covered by this prospectus are issued and outstanding and owned by the selling stockholders. Each of the selling stockholders will receive all of the net proceeds from the sale of shares by that stockholder. We will not receive any of the proceeds from the sale or other disposition of the shares common stock covered by this prospectus. We are responsible for the fees, costs and expenses of this offering.

 

DETERMINATION OF OFFERING PRICE

 

The $0.15 offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the Over-the-Counter Bulletin Board electronic quotation service for the trading of our common stock. If our common stock becomes quoted and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.

 

DILUTION

 

The shares to be sold by the selling shareholders are shares of common stock that are currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

 

(10)

 

SELLING SECURITY HOLDERS

 

The selling shareholders named in the table titled 'Selling Shareholders' are offering all of the shares of common stock offered through this prospectus. The company raised $697,819.75 through sale of its common stock in (2) Regulation D 506 offerings in June 2010 and August 2010. Other than the costs of preparing this prospectus and a registration fee to the SEC, we are not paying any costs relating to the sales by the selling security holders. None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer.

 

The persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the “selling” shareholders”. These shares may be sold by one or more of the following methods, without limitations

 

  · A block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  · Purchase by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;

 

  · Ordinary brokerage transactions and transactions in which the broker solicits purchasers
  · Face to face transactions between sellers and purchasers without a broker/dealer.

 

In competing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither, we nor the selling stockholders can presently estimate the amount of such compensation.

 

The selling shareholders and any broker/dealers who act in connection with the sale of the shares will be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.

 

If any selling shareholders enters into an agreement to sell his or her shares to a broker/dealer as principal and the broker/dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker/dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. We will also file the agreement between the selling shareholder and the broker/dealer as an exhibit to the post-effective amendment to the registration statement.

 

We have advised the selling shareholders that they and any securities broker/dealers or others who will be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. We have advised each selling shareholder that in the event of a “distribution” of the shares owned by the selling shareholder, such selling shareholder, any “affiliated purchasers”, and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Exchange Act until their participation in that distribution is complete. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class, as is the subject of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transaction by the magnitude of the offering and the presence of special selling efforts and selling methods”. We have advised the selling shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering.

 

No selling shareholder has, or had, any material relationship with our officers or directors. To our knowledge, no selling shareholder is affiliated with a broker/dealer.

 

The shares of common stock owned by the selling shareholders may be offered and sold by means of this prospectus from time to time as market conditions permit at a fixed price of $0.15 per share. If and when our common stock becomes quoted on the OTC Bulletin Board, the shares owned by the selling shareholders may be sold in public market or in private transactions for cash at prices to be determined at that time. We will not receive any proceeds from the sale of the shares by the selling shareholders.  

 

Based upon information available to us as of April 21st, 2011 the following table sets forth the names of the selling shareholders, the number of shares owned, the number of shares registered by this prospectus and the number and percent of outstanding shares that the selling shareholders will own after the sale of the registered shares, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling shareholders. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. As used in this prospectus, "selling shareholder" includes donees, pledgees, transferees or other successors-in-interest selling shares received from the named selling shareholder as a gift, pledge, distribution or other non-sale related transfer.

 

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.

 

(11)

 

 

             
         
    Common Shares Owned by the Selling Security Holder  Number of Shares to be sold in this Offering    Number of Shares Owned after Offered  Percentage of Total Issued and Outstanding Held Before/After the Offering 
John Allen                6,667                6,667   0 0.00009/0
Joseph Allen            100,000            100,000   0 0.00133/0
Robert Almogabar              16,667              16,667   0 0.00022/0
Robert L & Theresa Almogabar            106,700            106,700   0 0.00142/0
Stephen Andre                6,667                6,667   0 0.00009/0
Curtis Andrews              10,000              10,000   0 0.00013/0
Valerie Barnes              13,333              13,333   0 0.00018/0
Neil Barney              30,000              30,000   0 0.0004/0
Larry Baynton              17,333              17,333   0 0.00023/0
James Bogucki              24,000              24,000   0 0.00032/0
Barbara Breggs              10,000              10,000   0 0.00013/0
Kristin Broussard            100,000            100,000   0 0.00133/0
Norvell Brown            125,000            125,000   0 0.00166/0
Sigrunn Brown            125,000            125,000   0 0.00166/0
Ronda Brown-Varner              13,337              13,337   0 0.00018/0
Lester Bryant                3,333                3,333   0 0.00004/0
Toni Bryant                3,333                3,333   0 0.00004/0
Dee Burtraw              13,333              13,333   0 0.00018/0
*Christine Butcher            426,667            426,667   0 0.00566/0
JD Butcher            106,667            106,667   0 0.00141/0
BeJay Chambers                3,334                3,334   0 0.00004/0
Ron Clark            100,000            100,000   0 0.00133/0
John Cochran              20,000              20,000   0 0.00027/0
*Tonya Copeland              25,000              25,000   0 0.00033/0
Melva Corbett              13,333              13,333   0 0.00018/0
Cary Dainton              83,333              83,333   0 0.00111/0
Barbara DeLuca-Weaver              20,000              20,000   0 0.00027/0
Karen Diaz            100,000            100,000   0 0.00133/0
Ruth Dryzer              50,000              50,000   0 0.00066/0
Steve Dryzer              50,000              50,000   0 0.00066/0
*Steve Dryzer            100,000            100,000   0 0.00133/0
Kevin Edwards                3,334                3,334   0 0.00004/0
Roger Elsheimer            100,000            100,000   0 0.00133/0
Bernard Eskins              70,000              70,000   0 0.00093/0
Cynthia Flores              30,000              30,000   0 0.0004/0
James Fountain                5,000                5,000   0 0.00007/0
Mark Fritz            200,000            200,000   0 0.00265/0
Brent Fruzia              50,000              50,000   0 0.00066/0
Christopher Fuhrman              26,670              26,670   0 0.00035/0
Oscar Galloway                6,667                6,667   0 0.00009/0
Jason & Wanetta Gill & Harvey            133,333            133,333   0 0.00177/0
Darlene Gill-Jackson              13,334              13,334   0 0.00018/0
Seth Goldberg            100,000            100,000   0 0.00133/0
Linda Gross              13,334              13,334   0 0.00018/0
Michael Halford              66,667              66,667   0 0.00088/0
Robert Hardy            100,000            100,000   0 0.00133/0
Ralph Harju              12,000              12,000   0 0.00016/0
Lyn Hawthorne              40,000              40,000   0 0.00053/0
Arthemus Henry                6,667                6,667   0 0.00009/0
Jill P & David E Hildreth              66,667              66,667   0 0.00088/0
Misty Hinkle              73,333              73,333   0 0.00097/0
Anthony Holder            100,000            100,000   0 0.00133/0
Daniel Jacobson            236,667            236,667   0 0.00314/0
Lisa Jalomo            100,000            100,000   0 0.00133/0
Judy Johannes              20,000              20,000   0 0.00027/0
Carl Johnson                6,668                6,668   0 0.00009/0
Brent Jones                3,333                3,333   0 0.00004/0
Gary Jones            100,000            100,000   0 0.00133/0
Stacie Jones            100,000            100,000   0 0.00133/0
Lawrence Kasian              33,333              33,333   0 0.00044/0
Ronald Kasian            166,667            166,667   0 0.00221/0
Rachele Kessler            140,667            140,667   0 0.00187/0
David Kiselak            100,000            100,000   0 0.00133/0
Elizabeth Kiselak            100,000            100,000   0 0.00133/0
Joan Kiselak                3,333                3,333   0 0.00004/0
Thomas Kiselak                3,333                3,333   0 0.00004/0
Edward Kosowicks              13,333              13,333   0 0.00018/0
Rhonda Lauricella                5,000                5,000   0 0.00007/0
William/Dorian Lauto              33,333              33,333   0 0.00044/0
Richard Keith Lee              33,333              33,333   0 0.00044/0
Clayton Lemmons                3,333                3,333   0 0.00004/0
Michael Locksley                3,333                3,333   0 0.00004/0
Israel Lopez                6,667                6,667   0 0.00009/0
Alexander Louviere              24,667              24,667   0 0.00033/0
Stephen Lowe              66,667              66,667   0 0.00088/0
Eric Marbrie              46,667              46,667   0 0.00062/0
David Marroquin              13,400              13,400   0 0.00018/0
Barbara Maust            100,000            100,000   0 0.00133/0
Paul Maust            100,000            100,000   0 0.00133/0
David & Debora McDonald              30,000              30,000   0 0.0004/0
Jeff & Judy McElroy            100,000            100,000   0 0.00133/0
*Marcia McGown            200,000            200,000   0 0.00265/0
Shafford McKinney            400,000            400,000   0 0.00531/0
Taniqua Medina            100,000            100,000   0 0.00133/0
Harry Mosby                3,333                3,333   0 0.00004/0
Laela Naghela-El            100,000            100,000   0 0.00133/0
Armando Nava            113,333            113,333   0 0.0015/0
Adela Nino-Cochrun              10,000              10,000   0 0.00013/0
Christina Padilla                6,667                6,667   0 0.00009/0
Robert Parson                3,333                3,333   0 0.00004/0
Anthony Pitts              10,000              10,000   0 0.00013/0
Angela Pope              53,333              53,333   0 0.00071/0
Frances Potter            100,000            100,000   0 0.00133/0
* Frances Potter              75,075              75,075   0 0.001/0
Fred Potter            100,000            100,000   0 0.00133/0
*Fred Potter              75,075              75,075   0 0.001/0
Charles Prince            100,000            100,000   0 0.00133/0
Laquetta Prince            100,000            100,000   0 0.00133/0
David Raper            200,000            200,000   0 0.00265/0
Thomas Reyes              60,000              60,000   0 0.0008/0
Percival Richardson                5,000                5,000   0 0.00007/0
Ronald Rivers                6,668                6,668   0 0.00009/0
Michael Rodriguez              33,333              33,333   0 0.00044/0
Frank Rosenstern            100,000            100,000   0 0.00133/0
Sandra Roy              50,000              50,000   0 0.00066/0
Philip Scott                3,333                3,333   0 0.00004/0
Oswest Senior-Smith            114,383            114,383   0 0.00152/0
Julia Smart              10,000              10,000   0 0.00013/0
Arri Smith              10,000              10,000   0 0.00013/0
Harriet A & Othni M   Smith              66,667              66,667   0 0.00088/0
Jamila Smith              12,068              12,068   0 0.00016/0
Jasmine Smith              23,333              23,333   0 0.00031/0
Jonathan Smith              18,000              18,000   0 0.00024/0
William Smith              20,000              20,000   0 0.00027/0
Edward Snelling              13,333              13,333   0 0.00018/0
Joseph Sommorigo            100,000            100,000   0 0.00133/0
Marie Sommorigo              50,000              50,000   0 0.00066/0
Donna Spencer            131,400            131,400   0 0.00174/0
Raymond Spicka              15,000              15,000   0 0.0002/0
Raymond Spicka              20,000              20,000   0 0.00027/0
Al Sverchek        1,500,000        1,500,000   0 0.0199/0
John Swope              15,000              15,000   0 0.0002/0
Tyronne Tillis                6,667                6,667   0 0.00009/0
Kathryn Travers            170,000            170,000   0 0.00226/0
William Travers            100,000            100,000   0 0.00133/0
Theresa Wade                3,334                3,334   0 0.00004/0
Latoya Wall            100,000            100,000   0 0.00133/0
Cathy Wallace            100,000            100,000   0 0.00133/0
*Robert & Michelle Wallace            300,000            300,000   0 0.00398/0
David Ward              33,333              33,333   0 0.00044/0
Hammie Ward              12,500              12,500   0 0.00017/0
Adam Warmuth              10,000              10,000   0 0.00013/0
Christopher Warner              33,333              33,333   0 0.00044/0
Martin Washington            100,000            100,000   0 0.00133/0
Alfreda Whitley            200,000            200,000   0 0.00265/0
Sterling Whitley            243,333            243,333   0 0.00323/0
Herschel Wynn              80,000              80,000   0 0.00106/0
Jose Zavala              33,333              33,333   0 0.00044/0
Totals   10,387,282 10,387,282   0  

 

(12)

 

Note: The Company has issued an additional 1,401,817 shares per “Oral Agreements” with vendors and professional service providers – Also included in the table above designated by (*).

 

Description of Oral Agreements:

 

*Christine Butcher as Chief Marketing Officer directs the company's overall marketing strategic planning programs, and corporate communications. Facilitates client development through marketing and client services programs. Agreed to services for 426,667 common shares.

 

*Robert Wallace as Senior Vice President is responsible for the development of business strategies, policies, and marketing programs for mortgage and final expense insurance divisions. Michelle Wallace as Vice President of Training is responsible for the development of training strategies, policies, and marketing programs for mortgage and final expense insurance divisions. Agreed to services for 300,000 common shares.

*David Raper, consulted the company on the state of the insurance availability, development and acceptability of products in the US and abroad. Agreed to services for 200,000 common shares.

 

*Marcia McGown as Lead Manager is responsible for all aspects of our lead system including ordering and organizing data to prepare it to be sent to our mail house for generating our lead letters to be mailed out to potential clients and once the letters are returned being responsible for entering and distributing the leads to our agents. Also responsible for lead management and evaluating and assessing the best sources and place of the leads and determine where we get the most productivity from our agents in regards to the leads. Agreed to services for 200,000 common shares.

 

*Tonya Copeland as Director of Operations, my duties include but are not limited to the administrative duties and responsibilities for the office operations. I oversee the processes, transactions, licensing, training, lead management, and carrier coordinator for commissions, licensing, contracting, new business, debt management, and agent management to name a few. Along with these duties I am also the executive assistant for each of our five executives which includes booking travel, setting up meetings, agent correspondence, and time management tracking. As the executive assistant to both Mr. Wolfe and Mr. Simpson I am also responsible for assisting, reviewing, and completing the necessary documents for all SEC documents, including but not limited to, the S-1, the PCAOB audit, 15c211 to FINRA, DTC and TA application and all supporting documentation. Agreed to services for 25,000 common shares.

 

*Fred and Frances Potter, assisted with the initial set up of the corporation. Agreed to services for 150,150 common shares.

 

*Steven Dryzer as General Counsel for the Company, his duties include preparation, analysis and review of all legal documentation, including employment agreements, corporate and business agreements, shareholder agreements, Agency Agreements, leases and facilities agreements, web site development agreements, and all SEC documents, including but not limited to, the S-1, the PCAOB audit, 15c211 to FINRA, DTC and TA applications and all supporting documentation. Advise regarding all litigation and non-litigation matters involving the Company, including both internal and external issues, employee relations and SEC matters. Agreed to services for 100,000 common shares.

 

PLAN OF DISTRIBUTION

 

No underwriters or brokers are involved or are expected to be involved in the distribution. A copy of this prospectus will be mailed to each selling security holder upon effectiveness. We will also mail copies of this prospectus to brokers and dealers who may reasonably be expected in the future to trade or make a market in our common stock. However, we do not anticipate that an active market for its common stock will develop in the near future, and there can be no assurance that a trading market will develop at any time.

 

There is no trading market for our Common Stock. To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an FINRA Market Maker to file our application on Form 211 with the FINRA, but as of the date of this prospectus, no filing has been made. We are not obligated to register any shares under the Securities Act for sale by security holders, although we are hereby filing this registration statement for the registration of  10,387,282 s hares of Common Stock on behalf of the selling stockholders.

 

As of the date of this Prospectus, there were approximately 139 Shareholders of record of our common stock.

 

We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

 

The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling shareholders may sell the shares from time to time:

 

  · In transactions on the Pink Sheets, the Over-the-Counter Bulletin Board or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;
     
  · In private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;

 

  · At a price of $0.15 per share for the duration of the offering or until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices;
     
  · In negotiated transactions;

 

  · In a combination of such methods of sale; or
     
  · Any other method permitted by law.

 

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The selling shareholders may affect such transactions by offering and selling the shares directly to or through securities broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of the shares for whom such broker-dealers may act as agent or to whom the selling shareholders may sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.

 

If our common stock becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, 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:

 

  · The market price of our common stock prevailing at the time of sale;
     
  · A price related to such prevailing market price of our common stock; or

 

  · Such other price as the selling shareholders determine from time to time.

 

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus.

 

We will cover all the expenses in connection with the registration of our common stock in this prospectus. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

 

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling shareholders that they and any securities broker-dealers or others who may be deemed to be statutory underwriters will be governed by the prospectus delivery requirements under the Securities Act. Under applicable rules and regulations under the Securities Exchange Act, any person engaged in a distribution of any of the shares may not simultaneously engage in market activities with respect to the common stock for the applicable period under Regulation M prior to the commencement of such distribution. In addition and without limiting the foregoing, the selling shareowners will be governed by the applicable provisions of the Securities and Exchange Act, and the rules and regulations there under, including without limitation Rules 10b-5 and Regulation M, which provisions may limit the timing of purchases and sales of any of the shares by the selling shareholders. All of the foregoing may affect the marketability of our securities.

 

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling shareholders that the anti-manipulation rules under the Securities Exchange Act may apply to sales of shares in the market and to the activities of the selling security owners and any of their affiliates. We have informed the selling shareholders that they may not:

 

  · Engage in any stabilization activity in connection with any of the shares;
     
  · Bid for or purchase any of the shares or any rights to acquire the shares;

 

  · Attempt to induce any person to purchase any of the shares or rights to acquire the shares other than as permitted under the Securities Exchange Act; or
     
  · Effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, describing the terms of the sale or distribution.

 

We have informed the selling shareholders that they must affect all sales of shares in broker's transactions, through broker-dealers acting as agents, in transactions directly with market makers, or in privately negotiated transactions where no broker or other third party, other than the purchaser, is involved. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers, and any profits received on the resale of shares, may be deemed to be underwriting discounts and commissions under the Securities Act if the broker-dealers purchase shares as principal.

In the absence of the registration statement to which this prospectus is a part, certain of the selling shareholders would be able to sell their shares only pursuant to the limitations of Rule 144 promulgated under the Securities Act.

 

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Penny Stock Regulations

 

Our shares are "penny stocks" covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated there under. 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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The FINRA has adopted rules that require that in recommending an investment to a customer, a broker/dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock

 

Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. Since our shares are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker/dealers, many broker/dealers may not want to make a market in our shares or conduct any transactions in our shares. As such, your ability to dispose of your shares may be adversely affected.

 

   

 Blue Sky Restrictions on Resale

 

If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.

 

Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Common Stock

 

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share, of which 75,387,282 _shares issued and outstanding as of April 21, 2011.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;
  * 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.

 

Preferred Stock – Not to be registered

 

Series A Preferred Stock

 

We are authorized to issue 100,000,000 shares of Series A preferred stock, of which zero shares are issued and outstanding. The holders of our Series A Preferred 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;
  * do not have preemptive, subscription or conversion rights and there are no redemption or sinking
    fund provisions or rights;
  * are entitled to 10 non-cumulative vote per share on all matters on which stockholders may vote.
  * and have the right to convert each share of Series A preferred stock to 10 shares of common stock.

 

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Series B Preferred Stock

 

We are authorized to issue 50,000,000 shares of Series B preferred stock, of which zero shares are issued and outstanding. The Series B Preferred Stock is planned to be issued for future acquisitions and a future employee stock option program. There are currently no specific plans to issue any shares of Series B Preferred Stock in the immediate or near future. The holders of our Series B Preferred 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;
  * do not have preemptive, subscription or conversion rights and there are no redemption or sinking
    fund provisions or rights;
  *

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

 

  * and have the right to convert each share of Series A preferred stock to one shares of common stock.

 

 

No shares of preferred stock are currently being registered to be sold in the public markets. Our board of directors has the right, without shareholder approval, to issue preferred shares with rights superior to the rights of the holders of shares of common stock. As a result, preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Because we may issue up to 150,000,000 shares of preferred stock your ownership interest may be diluted, which means your percentage of ownership in the company decreasing.

 

Transfer Agent

 

Island Stock Transfer
100 Second Avenue South, Suite 705S

St. Petersburg, Florida 33701

Phone: 727-289-0010
FAX: 727-289-0069

Legal Matters

 

McMullen Associates LLC, Securities and Business Law

10701 McMullen Creek Pkwy

Charlotte, NC 28226

704-541-2649

 

Donald Mitchell Brown Esq. of McMullen Associates LLC, will opine upon the validity of the common stock offered by this prospectus.

 

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INTEREST OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

The consolidated financial statements of Unique Underwriters, Inc. as of and for the years ended June 30, 2010 appearing in this prospectus have been audited by Bongiovanni & Associates, CPA’s. Independent Registered Public Accountants, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

DESCRIPTION OF BUSINESS

 

Business Development

 

On July 28, 2009, Mr. Samuel Wolfe, CEO, President and Director and Mr. Ralph Simpson, COO, Chairman, Founder and Director incorporated the company in The State of Texas and established a fiscal year end of June 30 . The objective of this corporation is to market and sell insurance policies, focusing primarily on mortgage protection policies, final expense, annuities and all aspects of life insurance sales.

 

For the first 10 months, the company was a development stage company securing the agreements and contracts from various insurance underwriters to market and sell their insurance products.

 

The Company has agency agreements in place with insurance carriers whereas compensation is paid for acceptable insurance policies submitted within the state in which we are appointed and approved to conduct business. Our compensation structure differs depending on our commission level versus the direct agents' commissions’ level, the product structure and any subagents. Our spread averages 50% override from the business our agents write. Our agreements will remain active as long as we are conducting good business practices and are actively submitting applications. The agreements remain in full force and effect until terminated upon thirty (30) days prior written notice given by either party to the other. The company is providing and attaching hereto example agreement, the essence of which is used in all such agency agreements in place with insurance carriers. The company currently has 27 such agreements with the insurance carriers that are currently in effect as of the date of filing. General Counsel for the company has represented to the undersigned that these agreements are “fairly universal in nature”. See Exhibit 10.

 

In June 2010, the company commenced with selling.

 

The business office is located at 5650 Colleyville Blvd, Colleyville, Texas 76034, and our telephone number is 817-281-3200.

 

 

1. Executive Summary

 

Unique Underwriters, Inc. is a national Independent Marketing Organization that focuses exclusively on mortgage protection insurance, final expense, annuities and all aspects of life insurance sales and insurance sales leads for our agents. Unique Underwriters specializes in direct-mail lead programs, pre-set appointments, and agency-building opportunities. Unique Underwriters will feature is dedicated to generating mortgage protection insurance, final expense, annuities and all aspects of life insurance sales leads, and the Company's leads will be provided to the Company's agents. The Company's legal structure was formed as a corporation under the laws of the State of Texas on July 28, 2009, under the name Unique Underwriters, Inc. Its principal offices are presently located at 5650 Colleyville Blvd., Colleyville, Texas 76034. The Company's website is: WWW.UNIQUEUNDERWRITERS.COM The Company's telephone number is 817-281-3200. The CEO of the Company is Mr. Samuel Wolfe. .

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The Business Model

The Company’s keys to success and critical operational factors are based on the following foundations:

·     Every homeowner needs Mortgage protection Insurance, final expense, annuities and all aspects of life insurance sales and therefore every agent needs mortgage protection insurance, final expense, annuities and all aspects of life insurance leads!

·      Homeowners are looking for the financial security mortgage protection insurance, final expense, annuities and all aspects of life insurance can offer them. Unique Underwriters’ exclusive lead-generation and appointment-setting programs provide agents with hot, pre-qualified mortgage protection, final expense, annuities and all aspects of life insurance sales leads that insure their success.

·      Unique Underwriters’ agents have flexibility and freedom. They work the hours they want, where they want, The Company’s intensive Boot Camp teaches agents to be top producers. As Company agents, territory is protected, mortgage protection insurance, final expense, annuities and all aspects of life insurance sales leads are the agents’ alone, and each is free to grow their business and generate residual income by recruiting others to work for them.

·      Unique Underwriters is a national independent marketing organization committed to independent mortgage protection insurance, final expense, annuities and all aspects of life insurance sales agents. The Company becomes the back office, providing agents with top products and unparalleled compensation packages as well as personalized services and frequent incentives.

1.1   Mission

 

Unique Underwriters Inc. is dedicated to become the largest national Independent Marketing Organization that focuses on mortgage protection insurance, final expense, annuities and all aspects of life insurance sales and providing the training and lead generation for its agents.

 

Success will be measured by our clients and agents choosing us because of their belief in our ability to meet or exceed their expectations of price, service, and expertise.

 

1.2 Objectives

 

1.      To establish Unique Underwriters Inc. as the market leader in quality and value-priced mortgage protection insurance, life insurance, annuities, and final expense insurance products.

 

2.      Establish good working relationships with our present carriers and product providers by meeting with decision makers and plotting a mutual plan for success.

 

3.      Investigating new markets that meet our marketing criteria.

 

4.      Provide sales incentives to agents to meet sales goals.

 

5.      Formulate plans for strategic growth and protection of market equity.

 

6.      Utilize opportunities provided by becoming a publicly traded company to increase shareholder value.

 

7.      Purchase our own Life Insurance Company.

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1.3 Keys to Success

 

We believe the keys to success in the mortgage protection insurance, final expense, annuities and all aspects of life insurance sales business are:

 

1.      Knowledgeable, friendly agents that can empathize with our consumers needs and circumstances, especially in current economic conditions.

 

2.      Policies and ancillary products that meet or exceed the expectations of our clients, and that are affordable, available, and understandable.

 

3.      Policies and endorsements delivered on time with minimal administration and systems errors.

 

4.      A commitment to an annual insurance and strategy review for all of our clients and agents. Personalized contact and service is the cornerstone of our success.

Company Summary

 

Unique Underwriters primarily markets and services the mortgage protection insurance, final expense, annuities and all aspects of life insurance sales agencies encompassing both client and agents.

 

Our Products include:

84% Term and 7% UL/Whole Mortgage life insurance is a form of life insurance that will cover the cost of the mortgage in the event of policy holder’s death, so that his/her family doesn't have to worry about paying it off without the aid of primary income. Life insurance can be used for a variety of purposes, such as: providing for your spouse and children, paying off your mortgage and other debts, transferring wealth or business interests, accumulating cash on a tax advantaged basis, achieving estate tax liquidity, saving money for college expenses or retirement or other life events. Disability Insurance pays the insured a monthly benefit if he/she becomes disabled, as a result of an accident or disease, and cannot perform the duties of their own job.

 

7% Final expense insurance is an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance policy with a small monetary value. Final expense insurance allows the named insured to feel safe knowing that funeral-related expenses are covered regardless of the status of their estate at the time of death.

 

2% Annuities provide tax-deferred growth, liquidity, and income options, plus a death benefit that may bypass the costs and delays of probate. An annuity could be right for you if: a) prefer to delay your taxes to a later date; b) are already contributing all you can to your IRA or qualified plan; c) are comfortable that you won't need extra money immediately; d) prefer a minimum guaranteed interest rate. We have an array of products that include fixed indexed annuities that are based on the performance of an Index, which provides you with all the upside potential and none of the downside risk of the market.

 

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2.1 Company Ownership

 

Unique Underwriters will become a publicly traded entity with Samuel Wolfe as CEO, President and Director and Ralph Simpson as COO, Chairman, Founder and Director.

 

2.2 Company History

 

After creating key relationships and strategic partnerships to amass over 20 years of industry experience, Samuel Wolfe and Ralph Simpson decided to collectively start Unique Underwriters with a focus on capturing an even larger market share of the mortgage protection, life insurance and final expense insurance industry. Please refer to the biographies of respective founders for previous experience and history.

 

Past Performance of Principals:

 

In 2003, Mr. Wolfe co-founded another mortgage protection insurance company, Equita mortgage group (EMG ), an Independent Marketing Organization (IMO), specializing in the mortgage protection market, where he led the design and implementation of all sales and marketing strategies. With Mr. Wolfe at the helm, as President, their in-house mail center distributed one million pieces per month. Mr. Wolfe grew the organization to one of the top three IMO’s in the United States. His organization produced over $120 million in premiums from 2004 – 2010 and over $40 million in revenue. Mr. Wolfe now dedicates 100% of his work to Unique Underwriters, Inc.

 

Mr. Simpson was recruited into the mortgage protection insurance industry in 2001, where he quickly became the national top producer, with his group, The Simpson Group, producing over $100 million in 2005, catapulting his company to one of the top two Independent Marketing Organizations (IMO) in the United States. Mr. Simpson now dedicates his full-time employment to Unique Underwriters, Inc.

 

Services

 

Unique Underwriters is committed to providing professional sales and service for its insurance customers. We have established what we consider to be an excellent reputation in our industry of Mortgage Protection Insurance, final expense, annuities and all aspects of life insurance sales.

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3.1 Service Description

 

The following is a current list of our carriers and products:

 

Americo  
American Amicable  
Foresters  
LSW  
Mutual of Omaha  
Presidential  
Royal Bank of Canada  
Royal Neighbors  
Symetra  
West Coast Life  
Assurity
Disability
 
American Equity
Annuities
 
Aviva
Annuities
 

 

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3.2 Competitive Comparison

 

We feel that our current and anticipated principal competitors are the following: Amerilife, BayPlanning, EPIC, Consolidated Underwriter, ABL marketers, National Agents Alliance, Insurance Wholesalers and Life & Annuity Masters.

 

To succeed in this competitive market Unique Underwriters is dedicated to the prosperity of our agents. Our service called “Leads Station” is our competitive difference.

 

Unique Underwriters is your source for creating enormous opportunities from our leads. With these resources, agents will have a successful and rewarding career.

 

With all the tools available from Unique Underwriters, and the resources at the Leads Station, agents will reach your financial goals quickly.

 

PRE-QUALIFIED EXCLUSIVE LEADS...

 

We provide pre-qualified mortgage protection, final expense, annuities and all aspects of life insurance sales leads and provide the stepping stones to ensure agent success. Our excellent hands-on training, superior support and dedicated staff will answer all agents questions. Our proven system will allow agents to live the life they desire.

 

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THE AMAZING OPPORTUNITY FOR AN AGENT TO BUILD THEIR OWN BUSINESS..

 

Unique Underwriters, wants to be the agent’s partner of choice in production. Our exclusive pre-qualified lead generation and intense boot camp trainings provide our agents, with the tools necessary to succeed. The income agents earn will be up to the agent alone. Agents have the flexibility to work the hours they want. Agents can join the thousands of individuals making multiple six and seven figures per year.

 

Immediate distribution of leads - leads are sent to agents within 24 hours from when we receive them!

 

JOINING A SOLID BUSINESS WITH A STRONG TRACK RECORD...

 

Unique Underwriters is an agent’s source for creating enormous opportunities from our leads. Unique Underwriters, offers competitive products from over 25 carriers with the industry’s highest commission schedules. With these resources, agents will have a successful and rewarding career. We are dedicated to generating mortgage protection, final expense, annuities and all aspects of life insurance sales leads. Unique Underwriters leads are provided to Unique Underwriters agents.

 

3.3 Sales Collateral and Backend

 

An online resource under the URL www.uniqueunderwriters.com has been created to support all agent activities. This will be further enhanced with online training and social media support.

 

3.4 Fulfillment

 

The key to fulfilling our client and agents needs is provided by our core team who have over 20 years experience between them in the insurance industry.

 

3.5 Technology

 

Unique Underwriters will leverage the latest in online platforms and mobile technology with key milestones in place upon increased revenues and funding.

 

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3.6 Future Services

 

As a future publicly traded company, the founders, management and board members will continue to seek to strategically advance market equity and shareholder value. This will be reviewed on a quarterly basis. Future services are constantly under review.

 

Strategy and Implementation Summary

 

1.      Emphasize service and ongoing support. Greatly enhance client retention.

 

2.      Build an strong partnerships. Concentrate on building a long term relationships with our clients and agents making the client and our agents appreciate the value of a long-term relationship.

 

3.      Focus on target markets. We must focus on client segments that we identify and select to insure.

 

5.2 Marketing Strategy

 

1.      Emphasize service and support.

 2.      Build a partnership business based on strong training and incentives.

 3.      Focus on the proper markets and segments.

 4.      Target for direct response and maximized lead generation.

 5.      Investigate attracting other established agents.

 

5.2.1 Competitive Strategy Summary

 

Intensive Sales Training

Agents will leave our Boot Camp totally ready to write mortgage protection insurance, final expense, annuities and all aspects of life insurance sales. Everything is documented, explained and role-played.

 

Exclusive Mortgage Leads

Never-before-called-on-by-anybody LEADS! Fresh, new mortgage protection, final expense, annuities and all aspects of life insurance sales leads generated fast by our in-house print shop.

 

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LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which we are a party is or in which to our knowledge any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

 

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AUDITED FINANCIAL STATEMENTS

UNIQUE UNDERWRITERS, INC.

June 30, 2010

 

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CONTENTS

 

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM 29
BALANCE SHEET 30
STATEMENT OF OPERATIONS 31
STATEMENT OF STOCKHOLDERS’ DEFICIT 32
STATEMENTS OF CASH FLOWS 33
NOTES TO FINANCIAL STATEMENTS 34

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors:

Unique Underwriters, Inc.

 

We have audited the balance sheet of Unique Underwriters, Inc. as of June 30, 2010, and the related statements of operations, stockholders’ deficit, and cash flows for the period from inception (July 28, 2009) through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our 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 about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Unique Underwriters, Inc. as of June 30, 2010, and the results of its operations and its cash flows for the period from inception (July 28, 2009) through June 30, 2010 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Bongiovanni & Associates, CPA’s

Cornelius, North Carolina 28031

March 8, 2011

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UNIQUE UNDERWRITERS, INC.
BALANCE SHEET
AS OF JUNE 30, 2010
   

 

    
    
ASSETS   
    
CURRENT ASSETS:   
Cash  $23,174 
TOTAL CURRENT ASSETS   23,174 
      
TOTAL ASSETS  $23,174 
      
LIABILITIES AND STOCKHOLDERS' DEFICIT     
      
CURRENT LIABILITIES     
Accounts payable  $46,290 
TOTAL CURRENT LIABILITIES   46,290 
      
STOCKHOLDERS' DEFICIT     
Common stock (no par value, 1,000 shares authorized; 1,000 shares issued and outstanding at June 30, 2010)   —   
Common stock to be issued (4,900,000 shares, no par value, at June 30, 2010)   —   
Additional paid in capital   100,000 
Common stock subscription receivable   (28,500)
Retained deficit   (94,616)
TOTAL STOCKHOLDERS' DEFICIT   (23,116)
      
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $23,174 
 
   

 

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UNIQUE UNDERWRITERS, INC.
STATEMENT OF OPERATIONS
 
FOR THE PERIOD FROM INCEPTION (JULY 28, 2009) THROUGH JUNE 30, 2010
REVENUES:     
Sales commissions  $103,668 
Cost of sales   (85,299)
Gross profit   18,369 
      
EXPENSES:     
Agent expenses   22,764 
Consulting fee   40,000 
Contract labor   30,900 
Rent   13,724 
Other general and administrative expenses   5,597 
Total expenses   112,985 
      
Loss from operations  $(94,616)
      
Interest expense   —   
      
Loss before income taxes   (94,616)
      
Provision for income taxes   —   
      
NET LOSS  $(94,616)
      
Basic and fully diluted net loss per common share:  $(94.61)
      
Weighted average common shares outstanding   1,000 
      
** Less than $.01    

 

(31)

 

UNIQUE UNDERWRITERS, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (JULY 28, 2009) THROUGH JUNE 30, 2010
               
   Common Stock   Subscription Receivable  Paid-in Capital  Retained Deficit 
    Shares    Amount         
                          
Balances, July 28, 2009   —     $—     $—     $—     $—   
                          
4,900,000 common shares subscribed to   —      —      (28,500)   100,000    —   
accredited investors                         
Net loss for period from inception (July 28, 2009) through June 30, 2010   —      —           —      (94,616)
                          
Balances, June 30, 2010   —     $—     $(28,500)  $100,000   $(94,616)
                

(32)

 

UNIQUE UNDERWRITERS, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JULY 28, 2009) THROUGH JUNE 30, 2010
    
    
    
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net (loss)  $(94,616)
Adjustments to reconcile (net loss) to net cash     
   (used in) operations:     
Increase (decrease) in operating liabilities     
Accounts payable   46,290 
NET CASH (USED IN) OPERATING ACTIVITIES   (48,326)
      
CASH FLOWS FROM FINANCING ACTIVITIES:     
Issuance of common shares to accredited investors   71,500 
NET CASH PROVIDED BY FINANCING ACTIVITIES   71,500 
      
NET INCREASE IN CASH AND CASH EQUIVALENTS   23,174 
      
CASH AND CASH EQUIVALENTS,     
BEGINNING OF THE PERIOD   —   
      
END OF THE PERIOD  $23,174 
      
NON- CASH FINANCING ACTIVITIES:     
        4,900,000 common shares subscribed to accredited investors  $28,500 
      

(33)

 

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Unique Underwriters, Inc. (the “Company”) is national, independent, insurance sales and marketing company specializing in mortgage protection insurance company located in the Dallas, Texas area. The Company was incorporated in the State of Texas on July 28, 2009.

Unique Underwriters, Inc. offers the following forms of insurance sales:

Mortgage life insurance is a form of life insurance that will cover the cost of the mortgage in the event of policy holder’s death, so that his/her family doesn't have to worry about paying it off without the aid of primary income. Life insurance can be used for a variety of purposes, such as: providing for your spouse and children, paying off your mortgage and other debts, transferring wealth or business interests, accumulating cash on a tax advantaged basis, achieving estate tax liquidity, saving money for college expenses or retirement or other life events. Disability Insurance pays the insured a monthly benefit if he/she becomes disabled, as a result of an accident or disease, and cannot perform the duties of their own job.

Final expense insurance is an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance policy with a small monetary value. Final expense insurance allows the named insured to feel safe knowing that funeral-related expenses are covered regardless of the status of their estate at the time of death.

Annuities provide tax-deferred growth, liquidity, and income options, plus a death benefit that may bypass the costs and delays of probate. An annuity could be right for you if: a) prefer to delay your taxes to a later date; b) are already contributing all you can to your IRA or qualified plan; c) are comfortable that you won't need extra money immediately; d) prefer a minimum guaranteed interest rate. We have an array of products that include fixed indexed annuities that are based on the performance of an Index, which provides you with all the upside potential and none of the downside risk of the market.

Basis of Presentation

The financial statements include the accounts of Unique Underwriters, Inc. under the accrual basis of accounting.

Management’s Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Deferred Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalent

(34)

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition – The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when sales of insurance products are realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

(i)     persuasive evidence of an arrangement exists,

(ii)   the services have been rendered and all required milestones achieved,

(iii) the sales price is fixed or determinable, and

(iv)  collectability is reasonably assured.

 

Cost of Sales - The Company policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition and include marketing and leads generation costs and leads purchased costs. Selling, general and administrative expenses are charged to expense as incurred.

 

Comprehensive Income (Loss) - The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

Loss Per Share - Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2010.

Risk and Uncertainties - The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel

Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.

Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

 

(35)

 

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value for Financial Assets and Financial Liabilities (Cont.)- The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2010 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the period from inception (July 28, 2009) through June 30, 2010.

Recent Accounting Pronouncements - The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the period from inception (July 28, 2009) through June 30, 2010

Recent Accounting Pronouncements (cont.) - As a result of the Company’s implementation of the Codification during the for the period from inception (July 28, 2009) through June 30, 2010, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

 

(36)

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (cont.) - Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

NOTE 2 INCOME TAXES

At June 30, 2010, the Company had federal and state net operating loss carry forwards of approximately $23,000 that expire in various years through the year 2024.

Due to operating losses, there is no provision for current federal or state income taxes for the period from inception (July 28, 2009) through June 30, 2010.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at June 30, 2010 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $23,000 less a valuation allowance in the amount of approximately $23,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $23,000 for the period from inception (July 28, 2009) through June 30, 2010.

(37)

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

NOTE 2 INCOME TAXES (CONT.)

The Company’s total deferred tax asset as of June 30, 2010 is as follows:

 

Net operating loss carry forwards  $9,000 
Valuation allowance   (9,000)
Net deferred tax asset  $—   

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the period from inception (July 28, 2009) through June 30, 2010 is as follows:

Income tax computed at the federal statutory rate   34%
Income tax computed at the state statutory rate   5%
Valuation allowance   (39%)
Total deferred tax asset   0%

NOTE 3 CAPITAL STOCK

The Company is authorized to issue 1,000,000,000 common shares at $.001 par value per share.

During the period from inception (July 28, 2009) through June 30, 2010, the Company subscribed to 4,900,000 common shares in exchange for $71,500 in cash collections during the period from inception (July 28, 2009) through June 30, 2010 and $28,500 was received subsequent thereto from the sale thereof pursuant to a private placement to accredited investors made under Regulation 504.

Included in the accompanying balance sheet at June 30, 2010 is $28,500 in stock subscriptions receivable that were received after year end.

 

NOTE 4 LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS

 

The Company has a three year lease at $4,061 per month with an unrelated party. The lease expires on April 30, 2011. Therefore, no future minimum lease commitment exists beyond one year.

Subsequent to year end, the Company assumed a shopping center lease from a party related through common ownership. The lease is for three years at $780 per month and expires on June 1, 2011. Therefore, no future minimum lease commitment exists beyond one year.

 

(38)

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Period from Inception (July 28, 2009) through June 30, 2010

 

NOTE 5 LOSS PER SHARE

Loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was the same for the period from inception (July 28, 2009) through June 30, 2010.

 

NOTE 6 SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period from inception (July 28, 2009) through June 30, 2010 are summarized as follows:

Cash paid during the period for interest and income taxes:

Income Taxes $ 0

Interest $ 0

 

NOTE 7 GOING CONCERN AND UNCERTAINTY

The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

NOTE 8 SEGMENT REPORTING

The Company follows paragraph 280 of the FASB Accounting Standards Codification for disclosures about segment reporting. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2010.

 

(39)

 

As of December 31, 2010

(UNAUDITED)

 

Table of Contents

 

  

BALANCE SHEET 41
STATEMENT OF OPERATIONS 42
STATEMENT OF STOCKHOLDERS’ DEFICIT 43
STATEMENTS OF CASH FLOWS 44
NOTES TO FINANCIAL STATEMENTS 45

 

 

(40)

 

As of December 31, 2010

(UNAUDITED)

 

 

UNIQUE UNDERWRITERS, INC.
BALANCE SHEET
AS OF DECEMBER 31, 2010
   

 

    
    
ASSETS   
    
CURRENT ASSETS:   
Cash  $209,473 
TOTAL CURRENT ASSETS   209,473 
      
TOTAL ASSETS  $209,473 
      
LIABILITIES AND STOCKHOLDERS’ EQUITY     
      
CURRENT LIABILITIES     
Accounts payable  $17,219 
TOTAL CURRENT LIABILITIES   17,219 
      
STOCKHOLDERS’ EQUITY     
Common stock ($.001 par value, 1,000,000,000 shares authorized; 74,900,000 shares issued and outstanding at December 31, 2010)   74,900 
Class A preferred stock ($.001 par value, with 10:1 conversion and voting rights, 100,000,000 shares authorized; none issued and outstanding at December 31, 2010   —   
Class B preferred stock ($.001 par value, with 1:1 conversion and voting rights, 50,000,000 shares authorized; none issued and outstanding at December 31, 2010   —   
Additional paid in capital   493,892 
Retained deficit   (376,538)
TOTAL STOCKHOLDERS’ EQUITY   192,254 
      
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $209,473

 

(41)

UNIQUE UNDERWRITERS, INC.   
STATEMENT OF OPERATIONS   
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010   
REVENUES:     
Sales commissions  $960,520 
Cost of sales   (465,571)
Gross profit   494,949 
      
EXPENSES:     
Agent expenses   83,301 
Consulting fee   10,000 
Contract labor   446,735 
Rent   48,592 
Other general and administrative expenses   188,243 
Total expenses   776,871 
      
Loss from operations  $(281,922)
      
Interest expense   —   
      
Loss before income taxes   (281,922)
      
Provision for income taxes   —   
      
NET LOSS  $(281,922)
      
Basic and fully diluted net loss per common share:  $(0.01)
      
Weighted average common shares outstanding   37,450,000 
      
** Less than $.01   

(42)

 

 UNIQUE UNDERWRITERS, INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES: 
Net (loss)  $(281,922)
Adjustments to reconcile (net loss) to net cash 
   (used in) operations: 
Common stock issued for fair value of services received  23,302
Increase (decrease) in operating liabilities 
Accounts payable  (29,071)
NET CASH (USED IN) OPERATING ACTIVITIES  (287,691)
  
CASH FLOWS FROM FINANCING ACTIVITIES: 
Issuance of common shares to accredited investors  473,990
NET CASH PROVIDED BY FINANCING ACTIVITIES  473,990
  
NET INCREASE IN CASH AND CASH EQUIVALENTS  186,299
  
CASH AND CASH EQUIVALENTS, 
BEGINNING OF THE PERIOD  23,174
  
END OF THE PERIOD  $209,473
  
  
  
  

(43)

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Unique Underwriters, Inc. (the “Company”) is a national, independent, mortgage protection insurance sales and marketing company located in the Dallas, Texas area. The Company was incorporated in the State of Texas on July 28, 2009.

The company’s products include:

84% Term and 7% UL/Whole Mortgage life insurance is a form of life insurance that will cover the cost of the mortgage in the event of policy holder’s death, so that his/her family doesn't have to worry about paying it off without the aid of primary income. Life insurance can be used for a variety of purposes, such as: providing for your spouse and children, paying off your mortgage and other debts, transferring wealth or business interests, accumulating cash on a tax advantaged basis, achieving estate tax liquidity, saving money for college expenses or retirement or other life events. Disability Insurance pays the insured a monthly benefit if he/she becomes disabled, as a result of an accident or disease, and cannot perform the duties of their own job.

7% Final expense insurance is an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance policy with a small monetary value. Final expense insurance allows the named insured to feel safe knowing that funeral-related expenses are covered regardless of the status of their estate at the time of death.

2% Annuities provide tax-deferred growth, liquidity, and income options, plus a death benefit that may bypass the costs and delays of probate. An annuity could be right for you if: a) prefer to delay your taxes to a later date; b) are already contributing all you can to your IRA or qualified plan; c) are comfortable that you won't need extra money immediately; d) prefer a minimum guaranteed interest rate. We have an array of products that include fixed indexed annuities that are based on the performance of an Index, which provides you with all the upside potential and none of the downside risk of the market

 

Basis of Presentation

The financial statements include the accounts of Unique Underwriters, Inc. under the accrual basis of accounting.

Management’s Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Deferred Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

(44)

 

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition – The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when sales of insurance products are realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

(v)   persuasive evidence of an arrangement exists,

(vi)  the services have been rendered and all required milestones achieved,

(vii)          the sales price is fixed or determinable, and

(viii)        collectability is reasonably assured.

 

Cost of Sales - The Company policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition and include marketing and leads generation costs and leads purchased costs. Selling, general and administrative expenses are charged to expense as incurred.

 

Comprehensive Income (Loss) - The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

Loss Per Share - Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2010.

Risk and Uncertainties - The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

 

(45)

 

UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the six months ended December 31, 2010, the Company recorded $23,302 in compensation expense based on the fair value of services rendered in exchange for common shares issued to the vendors. These approximated the fair value of the shares at the dates of issuances.

Advertising Costs - Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.

Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
   
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

 

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UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value for Financial Assets and Financial Liabilities (Cont.)- The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2010 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the six months ended December 31, 2010.

Recent Accounting Pronouncements - The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the period from inception (July 28, 2009) through December 31, 201

 

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UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements (cont.) - As a result of the Company’s implementation of the Codification during the for the period from inception (July 28, 2009) through December 31, 2010, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

 

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UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (cont.) - Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

NOTE 2 INCOME TAXES

At December 31, 2010, the Company had federal and state net operating loss carry forwards of approximately $23,000 that expire in various years through the year 2024.

Due to operating losses, there is no provision for current federal or state income taxes for the period from inception (July 28, 2009) through December 31, 2010.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at December 31, 2010 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $23,000 less a valuation allowance in the amount of approximately $23,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $8,000 for the period from inception (July 28, 2009) through December 31, 2010.

 

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UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

NOTE 2 INCOME TAXES (CONT.)

The Company’s total deferred tax asset as of December 31, 2010 is as follows:

 

Net operating loss carry forwards  $8,000 
Valuation allowance   (8,000)
Net deferred tax asset  $—   

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the period from inception (July 28, 2009) through December 31, 2010 is as follows:

Income tax computed at the federal statutory rate   34 %
Valuation allowance   (34 %)
Total deferred tax asset   0 %

NOTE 3 CAPITAL STOCK

The Company is currently authorized to issue 1,000,000,000 common shares at $.001 par value per share.

During the period from inception (July 28, 2009) through December 31, 2010, the Company subscribed to 4,900,000 common shares in exchange for $71,500 in cash collections during the period from inception (July 28, 2009) through December 31, 2010 and $28,500 was received subsequent thereto from the sale thereof pursuant to a private placement to accredited investors made under Regulation 504.

Included in the accompanying balance sheet at December 31, 2010 is $28,500 in stock subscriptions receivable that were received after year end.

The cash received through the sale of its common stock to the accredited investors during the six months ended December 31, 2010 was $473,990.

Pursuant to various oral, vendor-related agreements, the company issued shares of its common stock to various consultants for services rendered during the six months ended December 31, 2010. The fair value of the services was used to record expense. The fair value of services rendered in exchange for shares of stock in our company approximated the fair value from its recent private placement. The common shares are included in expense in the accompanying statement of operations.

NOTE 4 LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company has a three year lease at $4,061 per month with an unrelated party. The lease expires on April 30, 2011. Therefore, no future minimum lease commitment exists beyond one year.

Subsequent to year end, the Company assumed a shopping center lease from a party related through common ownership. The lease is for three years at $780 per month and expires on June 1, 2011. Therefore, no future minimum lease commitment exists beyond one yea

 

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UNIQUE UNDERWRITERS, INC.

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2010

NOTE 5 LOSS PER SHARE

Loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was the same for the period from inception (July 28, 2009) through December 31, 2010.

NOTE 6 SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period from inception (July 28, 2009) through December 31, 2010 are summarized as follows:

Cash paid during the period for interest and income taxes:

 

Income Taxes $ 0

Interest $ 0

 

NOTE 7 GOING CONCERN AND UNCERTAINTY

The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

NOTE 8 SEGMENT REPORTING

The Company follows paragraph 280 of the FASB Accounting Standards Codification for disclosures about segment reporting. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2010.

AGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

We engaged Bongiovanni & Associates, CPA’s.. of Cornelius, NC, as our principal independent registered public accountants as of February 28, 2011. We did not consult with Bongiovanni & Associates, CPA’s.. regarding either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements. Neither a written report nor oral advice was provided to us by Bongiovanni & Associates; CPA’s that they concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. We did not consult Bongiovanni & Associates, CPA’s regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K and related instructions. 

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

 

Forward-Looking Statements

 

We caution readers that this Prospectus includes “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “intend,” “plan,” “envision,” “continue,” target,” “contemplate,” or “will” and similar words or phrases or corporate terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control.

 

Some of the factors that could affect our financial performance, because actual results to differ from our estimates or underlie such forward-looking statements are set forth in various places in this Prospectus. These factors include, but are not limited to:

 

·        the success or failure of the Company’s efforts to successfully market the website and product matrix as scheduled;

·        the Company’s ability to attract, build, and maintain a customer base;

·        the Company’s ability to attract and retain quality employees;

·        the effect of changing economic conditions;

·        the ability of the Company to obtain adequate debt financing if only a fraction of this Offering is sold;

 

and other risks which are described under “RISK FACTORS” and which may be described in future communications to shareholders. The Company makes no representation and undertakes no obligation to update the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.

 

Recent Developments

 

UNIQUE UNDERWRITERS, INC. commenced operations in June 2009 and is organized as a C corporation under the laws of the State of Texas. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company may incur losses in the future. There can be no assurances that Unique Underwriters, Inc. will continue to sustain operations .

Results of Operations

 

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For the six months ended December 31, 2010

 

Revenues

 

We had revenue of $960,520 for the six months ended December 31, 2010. All of our revenues were generated from the commissions due to sales of insurance products, including Mortgage life insurance, Final expense insurance and annuities.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE THERE WAS NO REVENUE ACTIVITY UNTIL MAY OF 2010.

 

Cost of Sales

 

The cost of sales was $465,571, or 48.5% of revenues, for the six months ended December 31, 2010.

 

We recognized cost of sales in the same manner in conjunction with revenue recognition, when the costs were incurred. Cost of sales includes the costs directly attributable to revenue recognition, marketing and leads generation costs and leads purchased costs. Payments to agents would be examples of cost of sales items.

 

Contract labor expenses were not directly related to the generation of sales, rather were involved in the selling, general and administrative expenses of the business.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE THERE WAS NO COST OF SALES ACTIVITY UNTIL MAY OF 2010.

 

Expenses

 

We had operating expenses of $776,871 for six months ended December 31, 2010, resulting in a loss of $281,922 during the period. Our operating expenses included agent expenses, consulting fee, contract labor, rent and other administrative expenses.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE THERE WAS NO EXPENSE ACTIVITY UNTIL MAY OF 2010.

 

For the period from July 28, 2009 through June 30, 2010

 

Revenues

 

We had revenue of $103,668 for the period from July 28, 2009 (inception) through June 30, 2010. All of our revenues were generated from the commissions due to sales of insurance products, including Mortgage life insurance, Final expense insurance and annuities.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE WE WERE INCORPORATED IN JULY 28, 2009 AND THIS IS THE FIRST PERIOD EVER PRESENTED .

 

Cost of Sales

 

Our cost of sales was $85,299 for the period from July 28, 2009 (inception) through June 30, 2010, including Marketing/Leads Generation of $84,057 and Leads Purchased Cost of $1,242.

 

We recognized cost of sales in the same manner in conjunction with revenue recognition, when the costs were incurred. Cost of sales includes the costs directly attributable to revenue recognition, marketing and leads generation costs and leads purchased costs. Payments to agents would be examples of cost of sales items.

 

Contract labor expenses were not directly related to the generation of sales, rather were involved in the selling, general and administrative expenses of the business.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE WE WERE INCORPORATED IN JULY 28, 2009 AND THIS IS THE FIRST PERIOD EVER PRESENTED .

 

Expenses

 

We had operating expenses of $112,985 for the period from July 28, 2009 (inception) through June 30, 2010, resulting in a loss of $94,616 during the period. Our operating expenses included agent expenses, consulting fee, contract labor, rent and other miscellaneous administrative expenses.

 

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE WE WERE INCORPORATED IN JULY 28, 2009 AND THIS IS THE FIRST PERIOD EVER PRESENTED.

 

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Liquidity and Capital Resources

 

For the six months ended December 31, 2010

 

Operating Activities

Net cash used in operating activities was $287,691 for the six months ended December 31, 2010 due primarily to the net loss of $281,922, plus the decrease in accounts payable in the amount of $29,071, offset by the non-cash expenses of $23,302 resulting from the stock issuance as compensation.

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE THERE WAS NO REVENUE ACTIVITY UNTIL MAY OF 2010.

 

Financing Activities

Net cash provided by financing activities was $473,990 for the six months ended December 31, 2010 due primarily to the proceeds from sales of common stock to accredited investors.

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE THERE WAS NO REVENUE ACTIVITY UNTIL MAY OF 2010.

 

For the period from July 28, 2009 through June 30, 2010

 

Operating Activities

Net cash used in operating activities was $48,326 for the period from July 28, 2009 (inception) through June 30, 2010 due primarily to the net loss of $94,616, offset by the increase in accounts payable in the amount of $46,290.

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE WE WERE INCORPORATED IN JULY 28, 2009 AND THIS IS THE FIRST PERIOD EVER PRESENTED.

 

Financing Activities

Net cash provided by financing activities was $71,500 for the period from July 28, 2009 (inception) through June 30, 2010 due primarily to the proceeds from sales of common stock to accredited investors.

THERE IS NO PRIOR COMPARABLE PERIOD TO COMPARE AGAINST FOR PURPOSES OF THIS SECTION SINCE WE WERE INCORPORATED IN JULY 28, 2009 AND THIS IS THE FIRST PERIOD EVER PRESENTED.

 

As of June 30, 2010, we had cash of $23,174 on hand.

Cash on hand as of March 31, 2011, the most readily available recent date, is $126,435.

We had planned to raise a minimum of $100,000 and a maximum of $600,000 in order to continue our marketing plan and build a customer base. The company was successful in achieving $697,819.75 which will go toward achieving our goals; a large portion of the funds raised will be invested in advertising, marketing, and consulting fees. Our success is contingent upon having enough capital to build enough customers to support the business.

 

The Company’s current cash on hand is sufficient to meet our working capital requirements for the next twelve month period.  However, completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.

 

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $100,000. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

 

 

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Critical Accounting Policies

 

 

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

“This policy requires significant estimates which are required to be made quarterly and could be material. The estimates can be significant due to judgment in measuring the fair value of our stock price and comparing it to the related fair value of the services performed. Changes in such estimates for all periods presented herein were not material to the financial statements taken as a whole.”

 

New Accounting Pronouncements

 

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-06, “Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 amends ASC 820, “Fair Value Measurements” ("ASC 820") to require a number of additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfers in or out of Level 3, and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. The ASU also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The amended guidance was effective for financial periods beginning after December 15, 2009, except the requirement to disclose Level 3 transactions on a gross basis, which becomes effective for financial periods beginning after December 15, 2010. ASU 2010-06 did not have a significant effect on the Company’s consolidated financial position or results of operations.

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

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MANAGEMENT

Directors and Executive Officers

 

The following table sets forth certain information regarding the members of our board of directors and our executive officers as of the date of this Prospectus:

 

 

Name   Age   Title
Samuel Wolfe   29   Chief Executive Officer, President, Director
Ralph Simpson   48   Chief Financial Officer and Controller, Chairman, Founder, Director,

 

None of our directors or officers is a director in any other U.S. reporting companies. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or has a material interest adverse to us.

 

Bios

 

Samuel Wolfe, Chief Executive Officer, President, Director

After graduating from a prestigious boarding school in Connecticut, Samuel Wolfe attended Barry University in Miami, Florida. With a keen mind for marketing, Mr. Wolfe started in the financial services sector in 2002. His primary focus and specialty was the 403b market. In his first year, he became the national top producer in both annuities and life insurance.

In 2003, Mr. Wolfe co-founded another mortgage protection insurance company, Equita Mortgage Group (EMG), .an Independent Marketing Organization (IMO), Independent Marketing Organization focusing on mortgage protection insurance. Generating exclusive, top-quality mortgage protection insurance leads for our agents nation-wide specializing in the mortgage protection market, where he led the design and implementation of all sales and marketing strategies. With Mr. Wolfe at the helm, as President, their in-house mail center distributed one million pieces per month. Mr. Wolfe grew the organization to one of the top three IMO’s in the United States. His organization produced over $120 million in premiums from 2004 – 2010 and over $40 million in revenue. Mr. Wolfe is no longer employed or associated with any outside business. He now dedicates 100% of his work to Unique Underwriters, Inc.

In June 2010, Mr. Wolfe co-founded Unique Underwriters, Inc., a premier marketing company, with a focus on capturing an even larger market share in the mortgage protection industry. Mr. Wolfe serves as the Chief Executive Officer of UUI. He is married to Sarah. They have a five year old son, Simon.

 

Ralph Simpson, Chief Operating Officer, Chairman, Founder, Director

Mr. Simpson is one of six children brought up in a modest home in Northern England. Mr. Simpson started on his business journey at the age of 18, when he purchased his first income-producing property. After graduating from college, before the age of 21, Mr. Simpson had made his first 7-figure income.

Over the next several years, Mr. Simpson built several businesses that were subsequently sold with substantial profits. Highly sought after, Mr. Simpson was recruited into the mortgage protection insurance industry in 2001, where he quickly became the national top producer, with his group, The Simpson Group, producing over $100 million in 2005, catapulting his company to one of the top two Independent Marketing Organizations (IMO) in the United States.

An innovator throughout his career, Mr. Simpson was the first to create a selling system, now known as “The Simplistic Selling System”, which revolutionized the mortgage protection industry. Using this system, Mr. Simpson built his insurance empire, creating more six and seven-figure income earners in the industry than ever before. His achievements earned him national recognition, including being named by Forbes magazine (2007 and 2008) as the most dependable insurance organization in Texas. With his undeniable results, Mr. Simpson quickly earned the label, “The Millionaire Maker”, and has continued to mentor hundreds of individuals through his professional mentoring program, “The Millionaire Group”.

In 2005, Mr. Simpson also founded Simpson Sales Academy, which is now recognized as one of the nations’ leading, premier insurance pre-licensing schools, where he continues to serve as CEO. Simpson Sales Academy does not conflict with nor compete with Unique Underwriters, Inc.

In June 2010, Mr. Simpson co-founded Unique Underwriters, Inc. (UUI), a premier marketing company, with a focus on capturing an even larger market share of the mortgage protection industry. Mr. Simpson serves as COO of UUI, with management responsibility for all aspects of UUI.

Mr. Simpson is a full-time employee with Unique Underwriters, Inc.

Mr. Simpson is married to Dawn. They have two children, Marcia and Chelsea, and two grandchildren, Cameron and Monte.

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EXECUTIVE COMPENSATION

 

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer (“Named Executive Officer”) for the last two fiscal years. No other executive officer earned compensation in excess of $100,000 during our 2010 fiscal year.  

 

 

 

SUMMARY COMPENSATION TABLE

 

Name and principal

Position

 

 

 

Year

 

 

 

 

Salary

($)

 

 

 

Bonus

($)

 

 

 

Stock Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings ($)

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

Samuel Wolfe, CEO

President

2010

2009

100,000

0

0

0

 

0

0

 

0

0

0

0

0

0

0

0

100,000

0

Ralph Simpson

COO

Chairman

Founder

2010

2009

100,000

0

0

0

 

0

0

 

0

0

0

0

0

0

0

0

100,000

0

 

Employment Agreements

 None

 

Equity Awards

No stock options or stock appreciation rights were outstanding with respect to any of our directors or executive officers as of March 8, 2011.

 

Samuel Wolfe,  

Ralph Simpson

     

Compensation of Directors

No compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors during our fiscal year ended December 30, 2010.

 

 

Director and Officer Liability Insurance

 

We currently have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures us against losses which we may incur in indemnifying our officers and directors.

 

Code of Ethics

 

We intend to adopt a code of ethics that applies to our officers, directors and employees, but have not done so to date due to our relatively small size.

 

Board Committees

 

Our board of directors has established an audit committee, a compensation committee and a corporate governance committee.

 

Audit Committee. The members of our audit committee are Ralph Simpson and Samuel Wolfe

Compensation Committee. The members of our compensation committee are Ralph Simpson and Samuel Wolfe

Governance Committee. The members of our governance committee are Ralph Simpson and Samuel Wolfe

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Director Independence

 

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.”

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists, as of December 31st, 2010, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.  

 

The percentages below are calculated based on 75,387,282 shares of our common stock issued and outstanding as of the date of this Prospectus. Unless otherwise indicated, the address of each person listed is Unique Underwriters, Inc. 5650 Colleyville Blvd, Colleyville, Texas 76034 817-281-3200 WWW.UNIQUE UNDERWRITER.COM

 

Name of Beneficial Owner   Number of Shares
of Common Stock
Beneficially Owned
  Percent of
Common
Stock
Beneficially
Owned
 
Samuel Wolfe,     32,500,000       43.11    %
Ralph Simpson,     32,500,000       43.11    %

 

* Less than 1%

 

 

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors, officers, employees and agents subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. We believe that these indemnification provisions are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We will file reports, proxy statements, and other information with the SEC. We have also filed a registration statement on Form S-1 (Commission file No. 333-132165), including exhibits, with the SEC with respect to the shares being offered in this offering. This prospectus is part of the registration statement, but it does not contain all of the information included in the registration statement or exhibits. You may read and copy the registration statement and our other filed reports, proxy statements, and other information at the SEC's Public Reference Room at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Copies of the materials filed with the SEC can be obtained from the public reference section of the SEC at prescribed rates. Statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are not necessarily complete and in each instance reference is made to the copy of the document filed as an exhibit to the registration statement, each statement made in this prospectus relating to such documents being qualified in all respect by such reference.

 

For further information about us and the securities being offered under this prospectus, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.

 

 

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

 

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.

 

Securities and Exchange Commission registration fee   $ 1.78  
Legal fees and expenses (1)     6,000  
Accounting fees and expenses (1)     7,600  
Printing expenses     0  
Blue sky fees and expenses     3,950  
Transfer agent and registrar fees and expenses     1,000  
Miscellaneous      
         
Total   $ 18,552  

 

 

 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS 

Our articles of incorporation and Bylaws provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

 

  

RECENT SALES OF UNREGISTERED SECURITIES

 

Unique Underwriters, Inc. is authorized to issue up to 1,000,000,000 shares of common stock with a par value of $0.001. The company is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.

 

During the current year, the company has sold the following securities which were not registered under the Securities Act of 1933, as amended:

 

5,000,000 common shares through Regulation D 506 offering dated June 1st, 2010

3,985,465 common shares through Regulation D 506 offering dated August 19th, 2010

 

 

Accredited Investors were identified by completing the company’s “Accredited Investor” Questionnaire (Exhibit 5.2)

 

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Exhibits and Financial Statement Schedules

 

Exhibit  No.   Description
     
3.1     Certificate of Incorporation
     
3.2   Amended Articles of Amendment to Articles of Incorporation
     
3.3   Bylaws
     
4   Form of Stock Certificate 
     
5.1   Opinion of McMullen Associates, LLC
     
10.1   Form of Subscription Agreement for the Private Placement
     
10.2   General Agent Agreement
     
23.1   Consent Of Independent Registered Public Accounting Firm
     
23.2   Consent of McMullen Associates, LLC (included in exhibit 5.1)
     
     
     
     
     
     

 

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UNDERTAKINGS

 

The undersigned Company hereby undertakes to:

 

  1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

 

  (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

  (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the 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 the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

 

  (iii) Include any additional or changed material information on the plan of distribution.

 

  2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

 

  3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

 

  4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

 

 

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

 

  (iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

 

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

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Colleyville, the State of Texas, in the United States of America, on the 21st day of April, 2011.

 

 

 

UNIQUE UNDERWRITERS, INC

 

  By: /s/ Ralph Simpson
 

Ralph Simpson

Chief Financial Officer and Controller, Chairman and Founder

(Director)

     
  By: /s/ Samuel Wolfe
 

Samuel Wolfe

Chief Executive Officer, President and Director

(Principal Executive Officer)

 

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

 

SIGNATURE   TITLE   DATE
         
/s/ Ralph Simpson   Chairman, Founder, Director   April 21, 2011
Ralph Simpson   (CFO)    
         
/s/ Samuel Wolfe   CEO and President   April 21, 2011
Samuel Wolfe (Director)