United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDELIK FOOTWEAR, INC. (Exact name of registrant as specified in its charter) GEORGIA (State or other jurisdiction of incorporation or organization) 3021 RUBBER & PLASTIC FOOTWEAR (Primary standard Industrial Classification Code Number) 61-1663559 (I.R.S. Employer Identification Number) IDELIK FOOTWEAR, INC. 2610 OLD SOUTH DRIVE JONESBORO, GA 30236 PHONE: 404-396-3581 (Address, including zip code, and telephone number, Including area code, of registrants principal executive offices) DAVID N. GOLPHIN, JR 2610 OLD SOUTH DRIVE JONESBORO, GA 30236 PHONE: 404-396-3581 (Name, Address, including zip code, and telephone number, Including area code, of agent for service) AS SOON AS APPROVED OR MADE EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISION (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the securities Act registration statement number of the earlier effective registration statement for the same offering.[] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[] If this Form is a post-effective amendment filed pursuant to Rule 4662(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the effective registration statement number of the earlier effective registration statement for the same offering.[] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer [] Accelerated filer [] Non-accelerated filer [] Smaller reporting company [X] __________________________________________________________________ Calculation of Registration Fee Title of Each class of Securities to be registered: Common Stock Amount to be registered: 10,000,000 shares Proposed Maximum Offering Price Per Unit: $0.10 per share Proposed Maximum Aggregate Offering Price: $1,000,000.00 Amount of Registration Fee: $114.60 ________________________________________________________________ The Regitrant hereby amends this registration staement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further admendment which specifically states that this registration statment shall there after become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become sffective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine. TABLE OF CONTENTS 1.Forepart of the Registration Statement and Outside Front Cover Page 2.Inside Front and Outside Back Cover Pages of Prospectus 3.Summary Information, Risk Factors and Ratio of Fixed Charges 4.Use of Proceeds 5.Determination of Offering Price 6.Dilution 7.Selling Security Holders 8.Plan of Distribution 9.Description of Securities to be Registered 10.Interest of Named Counsel 11.Information with Respect to Registrant 12.Incorporation of Certain Information by Reference 13.Signatures 14.List of Exhibits 15.Undertakings 16.Signatures 17.Instruction as to Summary Prospectuses Prospectus Summary [Disclosure Document] Prospectus Shares (Company logo) Common Stock Idelik Footwear, Inc. is offering 10,000,000 shares of its common stock at a discount to investors. This is our initial public offering and no public market currently exists for our shares of common stock. The initial public offering price for the 10,000,000 discount shares of common stock will be $0.10 per share. IDELIK FOOTWEAR, INC. (Exact name of Company as set forth in Articles of Incorporation or Organization Documents) Street address of principal office: 2610 Old South Drive Jonesboro, GA 30236 Company Telephone Number: (404)396-3581 Person(s) to contact at Company with respect to offering: David N. Golphin, Jr. Telephone Number: (404)396-3581 Type of securities offered: Common Stock Price per security: $0.10 Sales commission, if any: 5% Minimum number of securities offered: 10,000,000 Maximum number of securities offered: 10,000,000 The date of this Disclosure Document is 08/10/2012. Cover Page- Page 2 3.Summary Information, Risk Factors and Ratio of Fixed Charges [Executive Summary] [The company] Idelik Footwear, Inc., excellence in crafted materials, is a manufacture of rubber and plastic footwear for the traditional sports, core sports, and casual athletic footwear markets. Idelik Brand will be sold via catalog, internet and Idelik Footwear retail stores. The research and development of new samples and prototypes has been the main focus during the first fiscal year. Idelik Footwear, Inc. was incorporated in the state of Georgia on 10/28/2011 and the first fiscal year ends on 10/28/2012. No sales or resales of any Idelik Brand footwear have been made since recent incorporation. The company has no liabilities or recent financial statements relating to sales at the current moment because this is a newly formed footwear company in the development stage. [Use of Proceeds] The proceeds of this initial public offering will be used to register more shares of common stock, further research and development, obtain inventory, acquire retail space, and to market & promote Idelik Brand Footwear. [Principal Officers of the company] Chief Executive Officer David N. Golphin, Jr. Vice President Allen N. Golphin, III. [The Offering] Name of sales person: David N. Golphin, Jr 2610 Old South Drive Jonesboro, GA 30236 Ph: (404) 396- 3581 The initial public offering of 10,000,000 shares of common stock will be offered at a discount to initial investors and accredited investors with no limitations on the transfer of these securities. Idelik Footwear, Inc. shares will be offered for sale in all states. The Company has included in this Disclosure Document all of its representations about this offering. If anyone gives you more or different information, you should ignore it. You should rely only on the information in this Disclosure Document. [Risk Factors] An investment in Idelik Footwear, Inc. involves certain risk. You should carefully consider the following factors in deciding to purchase shares. Our success is largely dependent on the strength of the Idelik Brand and our ability to anticipate the rapidly changing factors of the fashion tastes of our consumers and provide innovative merchandise that our customers will continue to prefer. We must respond to these factors so that we will have success in introducing excellent models and styles of footwear and apparel. The Idelik Brand needs to gain market acceptance for new styles of traditional sports, core sports, and the casual athletic footwear markets. This will require substantial marketing and research and development efforts and the expenditure of significant funds to create consumer demand in these markets. Our failure to anticipate, identify or react appropriately to changes in the traditional sports, the core sports, and the casual athletic market styles and trends could lead to excess inventories, higher markdowns, lower gross margins due to necessity of providing discounts to retailers and the inability to sell such products through our retail stores. Inventory shortages due to our failure to anticipate consumer demand could affect the timing of shipping to customers, negatively enacting supplier and buyer relationships and diminishing brand loyalty. We must introduce new products that gain market acceptance, a failure to gain market acceptance would have an adverse effect on our business and the image of the Idelik Brand. Failure to develop new innovative features on certain footwear in the traditional sports, the core sports, and the casual athletic footwear markets in a timely matter could adversely affect the image of our business. A significant part of our strategy is focused on the marketing our Brand to gain support of the traditional sports market such as football, baseball, and basketball, the core sports market such as skateboarding, snowboarding and surfing, and casual athletic footwear markets such as tennis shoes. Failure to attract consumers in these markets could have an adverse effect on our business. [Ratio of Earnings to Fixed Charges] The Company did not have earnings during the last fiscal year, so there are no ratios of earning to fixed shares on an actual and pro forma basic for that fiscal year. [Business and Properties] [General Description of Business] Idelik Brand is a manufacture of traditional sporting footwear, core sporting footwear, and casual athletic footwear for men, women, and children. Specific styles of athletic/ sporting footwear include basketball footwear, football footwear, baseball footwear, and track footwear for the traditional sporting markets, skateboarding footwear and snowboarding footwear for the core sporting market, and sandals, boots, and tennis shoes for the casual athletic market. As a wholesaler of Athletic/sporting sporting goods, we will also offer apparel and Accessories of Idelik Brand through retail stores. A typical sale of Idelik Brand footwear for the traditional sports market would be between $20-$150. Customers in the traditional sporting markets will account for more than 30% of the company's sales. Sample research and development/production is outsourced to factories in mainland China. Official orders and inventory loads will be manufactured in China and shipped to U.S.A. for distribution to retail stores. [Suppliers] The Company does not have any major supply contracts. The Company is dependent on a limited number of suppliers in mainland China. The Company is dependent on these limited number of supply factories to produce our footwear and further research and development for the Idelik Brand. [Customer Sales and Orders] The Company has yet to make a sell, but buyers have shown interest in our footwear catalog in Florida, Canada, France, & China. [Competition] The athletic and casual footwear industry is highly competitive. We will compete with other companies on a basis of the quality and design of our Brand. We must stay innovative in the footwear market. Many of our competitors such as Nike, Inc. and Adidas AG have significantly greater financial resources than us, have more comprehensive lines of product offerings, and spend substantially more on product adverting than us. We face significant competition from these large well-known companies which have more brand recognition. [Marketing] During the next 12 months we will utilize a marketing strategy consisting of catalog production 4 months in advance of each selling season (spring, summer, winter, and fall), website promotion 4 months in advance of each selling season, and advertising 4 months in advance of each selling season. We will also participate in 2 tradeshows in Las Vegas to present our Brand to potential buyers in our market. This marketing strategy will be funded using the proceeds of this initial public offering. [Employees] The company's present employees are David N. Golphin, Jr. (ceo) and Allen N. Golphin III.(VP). They will accomplish the plans in this prospectus during the fiscal year following receipt of proceeds. During the that period we anticipate to have at least 40 employees for specific labor relations such as clerical, operations, administrative, and graphic design positions. Future employees will receive shares and be eligible to receive dividends when a dividend is declared. [Properties] General properties that the company owns include the IDELIK(R) trademark, www.idelik.com, tangible Idelik Brand footwear and clothing, & Idelik (TM) footwear and clothing labels. We will acquire office space and warehouse/storage units after the proceeds from this initial public offering have been received. [Research and Development] Our brand image depends on our research and development of each style of footwear. We have spent an estimate of $1,000.00 on research and development during the last fiscal year and after the proceeds of this offering have been received we will expend funds on the research and development of our product image. To ensure we have innovative products, we plan to spend $449,280.00 on research and development for the next fiscal year. [Government Regulations] All Idelik Brand products manufactured overseas and imported into the United States are subject to duties collected by the United States customs service. We are unable to predict whether additional United States duties, quotas or restrictions may be imposed on the importation of our products in the future. Any of these restrictions could result in material increases in the cost of such products and might adversely affect our sales or profitability. We have acquired proper license and registration to conduct business in the wholesale and retail footwear industries. Without these licenses the company would not be able to operate under U.S. and government regulations. [Company History and Organization] Idelik Footwear, Inc. began in 2011 when David N.Golphin, Jr. designed the first Idelik Brand skateboarding shoes. His futuristic vision of a classic footwear company was enhanced by the simplicity of the Idelik Brand logo on a well crafted vintage sneaker. A factory in mainland China agreed to produce the initial shoe design in 3 color variations. After 3 weeks of development, the first Idelik Brand skateboarding shoes were shipped to the Idelik Footwear, Inc. executive office in Jonesboro, Ga. [Milestones] Our company must take the following steps to achieve, maintain, or improve profitability during the 12 months following the receipt of the offering proceeds 1. Continue Research and Development of traditional sporting footwear, core sporting footwear, and casual athletic footwear for men, women, and kids. This step will take 3 months to complete and must be repeated 4 times during the 12 months to insure innovation in footwear design enabling the company to anticipate any change in consumer taste in the Traditional sports, core sports, and casual athletic footwear markets. The approximate cost of research and development for the entire year following the receipt of the offering is $449,280.00 2. Stock Inventory of the Idelik Brand traditional sporting footwear, core sporting footwear, and casual athletic footwear to sell in retail stores. This step will initially take 3 months to complete and must be repeated 4 times during the 12 months. The approximate cost to stock inventory of the Idelik Brand traditional sporting footwear, core sporting footwear and casual athletic footwear for the entire year following the receipt of the offering is $468,900.00 3. Open Retail stores in the selected states of California, Florida and Atlanta to sell Inventory. This step will take 1-3 months to complete. The approximate cost to open 3 retail stores and maintain utilities for operation for the entire year following the receipt of the offering is $108,000.00 4. Register more shares with the SEC, and obtain all licenses and Patent registration with USPTO. This step will take 1-6 months to complete. The approximate cost to obtain these registrations and license during the entire year following the receipt of the offering is $10,000.00 5. Advertise and Market our Brand via catalog, internet, magazine advertisements and Magic tradeshows. This step will take 3 months to complete and must be repeated 4 times during the 12 months to insure our product gets the promotion and Brand image out to consumers in the traditional sporting footwear market, the core sporting footwear market, and the casual athletic footwear market. The approximate cost to advertise and market our brand during the entire year following the receipt of the offering is $98,640 Approximate estimates for the cost of Sample Research & Development for the 12 months following the receipt of proceeds from offering. Genders Men women kids Prototype (A) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (B) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (C) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (D) Sample $3,120.OO $3,120.00 $3,120.00 _______________________________________________________________________ $12480.00 $12480.00 $12480.00 (These cost include the amount to print the Company logo on the rubber Sole of the shoe which is an extra $3,000.00 per prototype sample) Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 x 4(selling seasons) _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months): $149,760.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $149,760.00 x 3 = 449,280.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $449,280.00 _______________________________________________________________________ Approximate estimates for the cost of Inventory for 3 Retail stores for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Traditional Core Casual Sporting sporting athletic Footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 2nd quarter (2nd selling season Apr.-Jun.) Traditional Core Casual Sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 3rd quarter (3rd selling season Jul.-Sep.) Traditional Core Casual Sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 4th quarter (4th selling season Oct.-Dec.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) Approximate estimates For the cost of Inventory For traditional, core, & casual athletic Footwear for 3 companies Retail stores For the 12 months following The receipt of proceeds From offering: $468,900.00 (54,000 prs) _______________________________________________________________________ Approximate cost for Marketing and Advertising for the 4 selling seasons during the 12 months following the receipt of proceeds from offering. Marketing and Advertising 1st quarter (1st selling season Jan.-Mar.) Cost of cost of cost of Cost of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 2nd quarter (2nd selling season Apr.-Jun.) Cost of cost of cost of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Marketing and Advertising 3rd quarter (3rd selling season Jul.-Sep.) Cost of cost of cost of Cost of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 4th quarter (4th selling season Oct.-Dec.) Cost of cost of cost of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Approximate cost For Marketing and Advertising for The 4 selling seasons During the 12 months Following the receipt Of proceeds from Offering: $98,640.00 _______________________________________________________________________ Approximate estimates for the cost of Retail stores and Utilities for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 2nd quarter (2nd selling season Apr.-Jun.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 3rd quarter (3rd selling season Jul.-Sep.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 4th quarter (4th selling season Oct.-Dec.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 Total cost of 3 Retail stores and Utilities for the 12 months following The receipt of Proceeds from offering: $108,000.00 _______________________________________________________________________ The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds. The Company will Register more shares with the SEC, and obtain all licenses and patent registration with USPTO. This step will take 1-6 months to complete. The approximate cost to obtain these registrations and license during the entire year following the receipt of the offering is $10,000.00 _______________________________________________________________________ Approximate estimates for the Profits of Inventory sold in Retail stores for the 12 months following the receipt of proceeds from offering. Traditional sporting footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 2nd quarter (2nd selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 4th quarter( 4th selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 2nd quarter( 2nd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 4th quarter (4th selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 2nd quarter (2nd selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 4th quarter (4th selling season Jan.-Mar.) Profits Profits Profits of of of Retail Retail Retail store in store in store in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Total Profits of Traditional sporting Footwear, Core sporting Footwear & Casual Athletic footwear Inventory (54,000 prs) Sold in Retail stores During the 4 selling seasons Of the 12 months following The receipt of proceeds From offering: $2,771,100.00 (estimate) _______________________________________________________________________ 4.[Use of Proceeds] Total Proceeds $1,000,000.00 Less Offering Expenses Commissions and Finders Fees $51,150.00 Legal & Accounting $15,000.00 Copying & Advertising $10,000.00 Net Proceeds from Offering $923,850.00 Use of Net Proceeds Research & Development $449,280.00 Inventory $468,900.00 Retail space & Utilities $108,000.00 Registration & patent $10,000.00 Marketing & promotion $98,640.00 Total Use of Net Proceeds 0.00 (100%) The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds. [Selected Financial Information] 5.[Determining of Offering Price] [General] The Company does not have any after-tax earnings for the last fiscal year. The Company has not had profits during the development stage period of 10/28/2011 - 06/28/2012 [Capitalization] Number of outstanding common shares authorized: 100,000,000 shares Par or stated book value per share: $1.00 Value of company before offering: $100,000,000.00 Number of shares in this offering: 10,000,000 Estimated value of offering: $10,000,000.00 IPO discount value per share: $0.10 Purchase price of offer with discount: $1,000,000.00 Value of company's outstanding shares after offering: $90,000,000.00 (90%) 6.[Dilution & Discounts] For each share in this offering a purchaser will pay $0.10 and receive a share representing $1.00 in net tangible book value. The shares in this offering will be sold at a discount of $0.10 to purchasers. These discount shares are limited to the 10,000,000 shares being registered in this offering only. The table below compares the existing stockholders ownership in the Company and the consideration paid for that ownership with that of purchasers in this offering. Average Shares purchased Total Consideration Price Number Percent Amount Percent per Share Existing holders 100,000,000 100% $100,000,000 100% $1.00 New Purchasers: 10,000,000 10% $1,000,000 1% $0.10 Minimum offering 10,000,000 10% $1,000,000 1% $0.10 Maximum offering 10,000,000 10% $1,000,000 1% $0.10 [Management's Discussion and Analysis of Certain Relevant Factors] Idelik Footwear, Inc. was established on October 28 of 2011. Our company does not have and does not anticipate having any cash flow or liquidity problems within the next 12 months. The company is not in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the company to make payments. The company does not have any trade payables more than 90 days old. Our company is not subject to any unsatisfied judgment, liens, or settlement obligations. Idelik Footwear, Inc. is still in its first fiscal year and does not have any financial statements showing losses from operation because the company has not made a sell and we are still in the development stage. The company does not have any trends in its history. The changes in the economics of the company's business will depend greatly on the success of our initial public offering. The impact of the initial public offering will improve the financial status of the company. This financial growth will help insure future success in the Idelik Brand. The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds. [How These Securities Will Be Offered and Sold] 7.[Selling Security Holders] [Company Salespersons] Name: David N. Golphin, Jr. Title: Chief Executive Officer Address: 2610 Old South Drive Jonesboro, GA 30236 Telephone Number: (404)396-3581 Name: Allen N. Golphin, III. Title: Vice President Address: 2009 Powers Ferry Rd. Marietta, GA 30067 Telephone Number: (404)360-7632 8.[Plan of Distribution] [Other Salespersons and Finders] We have not employed an underwriter for the sales of shares in this offering. The compensation that our company will pay a finder/ brokerage firm is 5% of the initial public offering. The commission will be paid to brokerage firm and not any person(s) employed by the brokerage firm. The Brokerage firm must be a FINRA registered company. Any Broker-dealers and all such broker-dealers may receive discounts, concessions, or commission from the selling stockholders or from the purchasers of shares for whom such broker-dealer may act as agent. Any broker-dealer acquiring shares from the Selling Stockholders may sell the shares either directly, in its normal market-making activities, through or to other brokers on a principal or agency basis or to its customers. Any such sales may be at prices then prevailing in the over-the-counter market or at prices related to such prevailing market prices or at negotiated prices to its customers or a combination of such methods. At the time a particular offer of shares is made, to the extent required, a supplement to this Prospectus will be distributed which will identify and set forth the aggregate number of share being offered and the terms of the offering, including the names or name of any underwriters, dealers or agents, the purchase price paid by any underwriter for shares purchased from the selling Stockholders, any discounts, commission and other items, constituting compensation from the selling stockholders and/ or us and any discounts, commissions or concessions to the public. [Purchaser Limitations] This offering is not limited to certain purchases. Accredited investments are an objective. [Impound of Offering Proceeds] There will be no impounding of this offering. 9.[Description of Securities offered] [General] [Common Stock] The securities being offered are Common Stock. These shares will be offered at a discount to initial investors. These securities have cumulative voting rights. Each share in this offering will be subject to 1 vote per year. Directors with be elected annually. Prototypes and samples will be selected each season, preemptive rights to purchase any new issue shares and preference as to dividends or interest. There are no restrictions to future dividend distribution. At the current time these securities are not convertible. These shares do not have any resale restrictions. These securities are not callable or redeemable and they are not secured by real or personal property. These securities are not subordinate in the right of payment of principal or interest. These securities will not be offered for sale on our company website. [Preferred Stock] The Company will not be offering Preferred stock in this initial public offering. [Offering of Asset-Backed Securities] No securities in this offering will be Asset-Backed Securities [Debt Securities] The Company will not be offering debt securities in this initial public offering. [Ratio of Earnings to Fixed Charges] The Company did not have earnings during the last fiscal year, so there are no ratios of earning to fixed shares on an actual and pro forma basic for that fiscal year. 10.[Interest of Named Experts and Counsel.] [Management] [Officers and key person of the company] Name: David N. Golphin, Jr. Age:28 Title: CEO Office Street Address: 2610 Old South Drive Jonesboro, GA 30236 Telephone number: (404)396-3581 Name of employers, titles, and dates of positions held during the past five years, with an indication of job responsibilities. Employer: Clay Co. Arts Title: Senior Designer 2007 - Present Education (degrees, schools, and dates) Mt. Zion High School Diploma 1999-2003 Atlanta College of Art and Design 2003-2005 Name: Allen N. Golphin, III. Age: 27 Title: Vice President Office Street Address: 2009 Powers Ferry Rd. Marietta, GA 30067 Telephone number: (404)360-7632 Name of employers, titles, and dates of positions held during the past five years, with an indication of job responsibilities. Employer: U.S.A NAVY Title: Officer 2003 - Present Education (degrees, schools, and dates) Newnan High School Diploma 1999-2003 [Directors of the Company] Number of Directors: 2 Directors will be elected annually. Shareholders will vote annually for new Directors under trust or other arrangements. [Consultant] All key persons listed are employees of the company [Arrangement with Officers, Directors, and Key Persons] There are no arrangements to ensure that Officers, Directors, and Key persons will remain with the Company and not compete with the Company if they leave. The impact on the company if it loses the services of any Officer, Director, or key person due to death or disability would be drastic, but the company would still be able to operate with majority shareholders. The company has not purchased key person life insurance on any Officer, Director, or key person. We have not made any arrangement to replace any Office, Director, or key person we lose due to death or disability. [Compensation] Idelik Footwear, Inc. has not paid any compensation to its Officers, Directors, and Key persons for the last fiscal year. The company does not owe any Officer, Director, or employee any compensation for prior years. Compensation is not expected to change within the next year. We do not have any employment agreement with any Officers, Directors, or key persons. In the future Idelik Footwear, Inc. will option employment agreements with Officers, Directors, or key persons. [Prior Experience] The key persons of Idelik Footwear have never managed a footwear company. This is a new and excited task for our company shareholders. The company is still in the development stage/ start-up stage. The key persons of Idelik Footwear have never managed a footwear company. This is a new and excited task for our company shareholders. 11.Information with Respect to the Registrant [The company] Idelik Footwear, Inc., excellence in crafted materials, is a manufacture of rubber and plastic footwear for the traditional sports, core sports, and casual athletic footwear markets. Idelik Brand will be sold via catalog, internet and Idelik Footwear retail stores. The research and development of new samples and prototypes has been the main focus during the first fiscal year. Idelik Footwear, Inc. was incorporated in the state of Georgia on 10/28/2011 and the first fiscal year ends on 10/28/2012. No sales or resales of any Idelik Brand footwear have been made since recent incorporation. The company has no liabilities or recent financial statements relating to sales at the current moment because this is a newly formed footwear company in the development stage. [Certain Legal Proceeding] [Insolvency] No petition for bankruptcy, receivership, or similar insolvency proceeding has been filed by or against any officer, Director, or key person within the past five years, or any longer period. No Officer, Director, or key person an executive officer, a director, or in a similar management position for any business entity that was he subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years, or any longer period. [Criminal Proceeding] No Officer, Director or key person has been convicted in a criminal proceeding, excluding traffic violations or other minor offenses. No Officer, Director, or key person has been named as the subject of a pending criminal proceeding, excluding traffic violations or minor offenses. [Civil Proceeding] No Officer, Director, or key person has been the subject of a court order, judgment or decree in the last five years related to his or her involvement in any type of business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending civil or action related to his or her involvement in any type of business, securities, or banking activity. No civil action has been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity. [Administrative Proceeding] No government agency, administrative agency, or administrative court imposed an administrative finding, order, decree or sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending administrative proceeding related to his or her involvement in any type of business, securities, or banking activity. No administrative proceeding has been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity. [Self-Regulatory Proceedings] No self-regulatory agency has imposed a sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type or business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending self-regulatory organization proceeding elated to his or her involvement in any type of business, securities, or banking activity. No self-regulatory organization proceeding has been threatened against any Officer, Director, or key persons related to his or her involvement in any type of business, securities, or banking activity. [Outstanding Securities] [General] All outstanding securities: 100,000,000 There are not any restrictions on the resale of these securities. [Dividend, Distributions, and Redemptions] The company has not paid any dividends on its stock, made any distribution of its stock, or redeemed any securities within the last five years. The company does have plans to pay dividends on its common stock in the future. [Options and Warrants] The company does not have any contracts between a person or institution owning shares or willing to buy a shares and another person who either wants to buy or sell those shares at a specific price. The Company does not have any contracts between investors and the bank or financial institution issuing those warrants On behalf of the company whose shares the warrants are based on. The company does plan to offer options in the future. [Sales of Securities] The Company has never sold or issued any securities. [Principal Stockholders] The following table provides the name and office street address of each person who beneficially owns at least 10% of the common or preferred stock of the Company. [Selling Security Holders] David N. Golphin, Jr. 2610 Old South Drive Jonesboro, GA 30236 Class of shares: Common Stock Average price per share: $1.00 Number of shares Now Held: 49,500,000 % of total: 49.5% Number of shares Held after offering if All securities sold: 44,500,000 Allen N. Golphin, III. 2009 Powers Ferry Rd Marietta, GA 30067 Class of shares: Common Stock Average price per share: $1.00 Number of shares Now Held: 49,500,000 % of total: 49.5% Number of shares Held after offering if All securities sold: 44,500,000 The number of shares benificially owned by all Officers and Directors as a group: (a) Before offering: 100,000,000 shares (100% of total outstanding) (b) After offering: Assuming all securities are sold: 90,000,000 shares (90% of total outstanding) [Management Relationships and Transactions] [Family Relationships] Allen N. Golphin, III. and David N. Golphin, Jr. are first cousins [Management Transactions] The Company will not use any of the offering proceeds to acquire assets from any Officer, Director, key person, or principal stockholder or any one associated with these people. The Company will not use any of the Offering to reimburse any officer, Director, key person, or principal Stockholder for services already rendered, assets previously transferred, or moneys loaned or advanced. The company has never made a loan to any Officer, Director, key person, or principal stockholder and the company does not plan to these people in the future. The Company has never done business with any Officer, Director, key person, or principal stockholder. The company is not currently doing business with its officer, Director, key person, or principal stockholder and the company does not plan to do side business with them in the future. No Officer, Director, key person, or principal stockholder guaranteed or cosigned the Company's bank debt or other obligations. Idelik Footwear, Inc. does not have any bank debt or other obligations. [Litigation] There are no recent or pending litigation or administrative action which has had or may have a material effect upon the Company's business, financial condition, or operations. There is no Threatened litigation or administrative action that may have a material effect upon the Company's business, financial condition, or operations. State the names of the principal parties, and the nature and current status of the matters. [Tax Aspects] Sales & Use Tax # 308-125101 Legal Name IDELIK FOOTWEAR, INC. DBA Name IDELIK Business Location Address 2610 OLD SOUTH DR JONESBORO GA 30236-2813 Mailing Address 2610 OLD SOUTH DR JONESBORO GA 30236-2813 Site of Business Records Address Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 31-Oct-2011 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 30-Nov-2011 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 31-Dec-2011 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 31-Jan-2012 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 29-Feb-2012 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 31-Mar-2012 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 Return Information Taxpayer Name IDELIK Federal Employer ID # 61-1663559 Sales & Use Tax 308-125101 Return Type Sales New Form Filing Period 30-Apr-2012 Received 10-Aug-2012 No Sales/Use Activity PART A 1. Total Sales (State) 0.00 2. Exempt Sales 0.00 3. Taxable Sales 0.00 4. Total Sales Tax 0.00 5. Total Use Tax 0.00 6. Prepaid Local Sales/Use (MF) 0.00 7. Total Tax collected 0.00 8. Total Sales and Use Tax 0.00 9. Excess Tax 0.00 10. Vendor's Compensation 0.00 11. Previous Prepaid Amount 0.00 12. Current Prepaid Amount 0.00 13. Total Tax Due 0.00 [Material Changes] All further material changes in Idelik Footwear, Inc. can be found on display on the following website www.sec.gov. [Other Material Factors] There are no other known material factors, either adverse or favorable, that will or could affect the Company or its business or necessary to make any other information in this Disclosure Document not misleading. [Additional Information] The company will provide notification of stock splits, dividends, discounts, options, tax aspects, earnings, and registrations that comply with FINRA and the SEC to shareholders in the future. This information will be provided on a quarterly basis. All Prospectus information, updates, amendments to any form filed in this offering will be on display on the following website www.sec.gov. Amendments to any form filed in this offering will be on display on the following website www.sec.gov. These documents will also be mailed to shareholders on request. All future financial statements, balance sheets, declaration of stock split, dividends, or discounts will be on display on the following website www.sec.gov. 12.[Incorporation of certain Information by Reference] The Following Information can be referenced for Estimated profits for 12 months after receipt of offering, milestones notes & approximate cost of Research & Development, Inventory, Retail space & utilities for 12 months after receipt of offering, and First Fiscal year financial statement for 10/28/2011 - 06/28/2012. [Financial Statements] First Fiscal year financial statement 10/28/2011 - 06/28/2012 Total expenses 1st quarter 2nd quarter Registration for Incorporation & Business license $250.00 0.00 Other Registrations $200.00 0.00 Research & Development $250.00 $250.00 Catalog Sampling $250.00 $250.00 __________________________________ $950.00 $500.00 10/28/2011 - 06/28/2012 Total expenses $1,450 _______________________________________________________________________ 10/28/2011 - 06/28/2012 1st quarter 2nd quarter Total Retail Sales Traditional sporting footwear 0.00 0.00 Core sporting sporting footwear 0.00 0.00 Casual Athletic footwear 0.00 0.00 __________________________________ 0.00 0.00 10/28/2011 - 06/28/2012 Total Retail Sales $0.00 _______________________________________________________________________ 10/28/2011 - 06/28/2012 1st quarter 2nd quarter Total Wholesale Sales Traditional sporting footwear 0.00 0.00 Core sporting sporting footwear 0.00 0.00 Casual Athletic footwear 0.00 0.00 __________________________________ 0.00 0.00 10/28/2011 - 06/28/2012 Total Wholesale Sales $0.00 _______________________________________________________________________ Signatures Chief Executive Officer: /s/David N. Golphin, Jr. Vice President: /s/Allen N. Golphin, III 14.[List of Exhibits] Approximate estimates for the cost of Sample Research & Development for the 12 months following the receipt of proceeds from offering. Genders Men women kids Prototype (A) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (B) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (C) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (D) Sample $3,120.OO $3,120.00 $3,120.00 _______________________________________________________________________ $12480.00 $12480.00 $12480.00 (These cost include the amount to print the Company logo on the rubber Sole of the shoe which is an extra $3,000.00 per prototype sample) Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 x 4(selling seasons) _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months): $149,760.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $149,760.00 x 3 = 449,280.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $449,280.00 _______________________________________________________________________ Approximate estimates for the cost of Inventory for 3 Retail stores for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 2nd quarter (2nd selling season Apr.-Jun.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 3rd quarter (3rd selling season Jul.-Sep.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 4th quarter (4th selling season Oct.-Dec.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) Approximate estimates For the cost of Inventory For traditional, core, & casual athletic Footwear for 3 companies Retail stores For the 12 months following The receipt of proceeds From offering: $468,900.00 (54,000 prs) _______________________________________________________________________ Approximate cost for Marketing and Advertising for the 4 selling seasons during the 12 months following the receipt of proceeds from offering. Marketing and Advertising 1st quarter (1st selling season Jan.-Mar.) Cost cost cost Cost of of of of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 2nd quarter (2nd selling season Apr.-Jun.) Cost cost cost of of of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Marketing and Advertising 3rd quarter (3rd selling season Jul.-Sep.) Cost cost cost Cost of of of of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 4th quarter (4th selling season Oct.-Dec.) Cost cost cost of of of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Approximate cost For Marketing and Advertising for The 4 selling seasons During the 12 months Following the receipt Of proceeds from Offering: $98,640.00 _______________________________________________________________________ Approximate estimates for the cost of Retail stores and Utilities for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Cost Cost Cost of of of Retail Retail Retail store & store & store & Utilities Utilities Utilities in in in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 2nd quarter (2nd selling season Apr.-Jun.) Cost Cost Cost of of of Retail Retail Retail store & store & store & Utilities Utilities Utilities in in in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 3rd quarter (3rd selling season Jul.-Sep.) Cost Cost Cost of of of Retail Retail Retail store & store & store & Utilities Utilities Utilities in in in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 4th quarter (4th selling season Oct.-Dec.) Cost Cost Cost of of of Retail Retail Retail store & store & store & Utilities Utilities Utilities in in in Atlanta, Los Angeles, Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 Total cost of 3 Retail stores and Utilities for the 12 months following The receipt of Proceeds from offering: $108,000.00 _______________________________________________________________________ Approximate estimates for the Profits of Inventory sold in Retail stores for the 12 months following the receipt of proceeds from offering. Traditional sporting footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 2nd quarter (2nd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Traditional sporting footwear Profits 4th quarter (4th selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 2nd quarter (2nd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Core sporting footwear Profits 4th quarter (4th selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 1st quarter (1st selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 2nd quarter (2nd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 3rd quarter (3rd selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Casual Athletic footwear Profits 4th quarter (4th selling season Jan.-Mar.) Profits of Profits of Profits of Retail Retail Retail store in store in store in In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $76,975.00 $76,975.00 $76,975.00 (1500 prs sold) (1500 prs sold) (1500 prs sold) Total Profits of Traditional sporting Footwear, Core sporting Footwear & Casual Athletic footwear Inventory (54,000 prs) Sold in Retail stores During the 4 selling seasons Of the 12 months following The receipt of proceeds From offering: $2,771,100.00 (estimate) _______________________________________________________________________ 15.[Undertakings] Idelik Footwear, Inc. and its company's executives will proceed with the goals, plans, and marketing Duties in this prospectus. 16.[Signatures] Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to e signed on its behalf by the undersigned, there unto duly authorized in the City of Jonesboro, State of GA, on August 10, 2012. Idelik Footwear, Inc. (Registrant) /s/David N.Golphin, Jr. Chief Executive Officer By (Signature) 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. /s/David N. Golphin, Jr. Chief Executive Officer August 13, 2012 17.[Instruction as to Summary Prospectuses] Aggregate offering price to the public, the aggregate underwriting discounts and commissions and the offering price per unit to the public. Number of outstanding common shares authorized: 100,000,000 shares Par or stated book value per share: $1.00 Value of company before offering: $100,000,000.00 Number of shares in this offering: 10,000,000 Estimated value of offering: $10,000,000.00 IPO discount value per share: $0.10 Purchase price of offer with discount: $1,000,000.00 Value of company after offering: $90,000,000.00 Percentage of ownership of company in Initial Public offering: 10% For each share in this offering a purchaser will pay $0.10 and receive a share representing $1.00 in net tangible book value. The shares in this offering will be sold at a discount of $0.10 to purchasers. These discount shares are limited to the 10,000,000 shares being registered in this offering only. The table below compares the existing stockholders ownership in the Company and the consideration paid for that ownership with that of purchasers in this offering. Average Shares purchased Total Consideration Price Number Percent Amount Percent Per Share _____________________________________________________________________ Existing holders 100,000,000 100% $100,000,000 100% $1.00 New Purchasers: 10,000,000 10% $1,000,000 1% $0.10 Minimum offering 10,000,000 10% $1,000,000 1% $0.10 Maximum offering 10,000,000 10% $1,000,000 1% $0.10 We have not employed an underwriter for the sales of shares in this offering. The compensation that our company will pay a finder/ brokerage firm is 5% of the initial public offering. The commission will be paid to brokerage firm and not any person(s) employed by the brokerage firm. The Brokerage firm must be a FINRA registered company. Any Broker-dealers and all such broker-dealers may receive discounts, concessions, or commission from the selling stockholders or from the purchasers of shares for whom such broker-dealer may act as agent. Any broker-dealer acquiring shares from the Selling Stockholders may sell the shares either directly, in its normal market-making activities, through or to other brokers on a principal or agency basis or to its customers. Any such sales may be at prices then prevailing in the over-the- counter market or at prices related to such prevailing market prices or at negotiated prices to its customers or a combination of such methods. At the time a particular offer of shares is made, to the extent required, a supplement to this Prospectus will be distributed which will identify and set forth the aggregate number of share being offered and the terms of the offering, including the names or name of any underwriters, dealers or agents, the purchase price paid by any underwriter for shares purchased from the selling Stockholders, any discounts, commission and other items, constituting compensation from the selling stockholders and/ or us and any discounts, commissions or concessions to the public. Type of securities offered: Common Stock Price per security: $0.10 Sales commission, if any: 5% Minimum number of securities offered: 10,000,000 Maximum number of securities offered: 10,000,000 Principal purposes for which the proceeds are to be used: [Use of Proceeds] The proceeds of this initial public offering will be used to register more shares of common stock, further research and development, obtain inventory, acquire retail space, and to market & promote Idelik Brand Footwear. The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds. The Company will Register more shares with the SEC, and obtain all licenses and patent registration with USPTO. This step will take 1-6 months to complete. The approximate cost to obtain these registrations and license during the entire year following the receipt of the offering is $10,000.00 Approximate estimates for the cost of Sample Research & Development for the 12 months following the receipt of proceeds from offering. Genders Men women kids Prototype (A) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (B) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (C) Sample $3,120.OO $3,120.00 $3,120.00 Prototype (D) Sample $3,120.OO $3,120.00 $3,120.00 _______________________________________________________________________ $12480.00 $12480.00 $12480.00 (These cost include the amount to print the Company logo on the rubber Sole of the shoe which is an extra $3,000.00 per prototype sample) Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids): $37,440.00 x 4(selling seasons) _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months): $149,760.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $149,760.00 x 3 = 449,280.00 _______________________________________________________________________ Approximate sample Research & development Cost for 4 Prototype Samples (A, B, C, D) per Gender (men, women, and kids) For 4 selling seasons (Or 12 months) for The traditional, core, & casual athletic Markets: $449,280.00 _______________________________________________________________________ Approximate estimates for the cost of Inventory for 3 Retail stores for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Traditional Core Casual Sporting sporting athletic Footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 2nd quarter (2nd selling season Apr.-Jun.) Traditional Core Casual Sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 3rd quarter (3rd selling season Jul.-Sep.) Traditional Core Casual Sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) 4th quarter (4th selling season Oct.-Dec.) Traditional Core Casual sporting sporting athletic footwear footwear footwear ______________________________________________________________________ $39,075.00 $39,075.00 $39,075.00 (4500 prs) (4500 prs) (4500 prs) Approximate estimates For the cost of Inventory For traditional, core, & casual athletic Footwear for 3 companies Retail stores For the 12 months following The receipt of proceeds From offering: $468,900.00 (54,000 prs) _______________________________________________________________________ Approximate cost for Marketing and Advertising for the 4 selling seasons during the 12 months following the receipt of proceeds from offering. Marketing and Advertising 1st quarter (1st selling season Jan.-Mar.) Cost of cost of cost of Cost of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 2nd quarter (2nd selling season Apr.-Jun.) Cost of cost of cost of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Marketing and Advertising 3rd quarter (3rd selling season Jul.-Sep.) Cost of cost of cost of Cost of Catalogs internet Advertising tradeshow _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 $5,000.00 Marketing and Advertising 4th quarter (4th selling season Oct.-Dec.) Cost of cost of cost of Catalogs internet Advertising _______________________________________________________________________ $2,000.00 $160.00 $20,000.00 Approximate cost For Marketing and Advertising for The 4 selling seasons During the 12 months Following the receipt Of proceeds from Offering: $98,640.00 _______________________________________________________________________ Approximate estimates for the cost of Retail stores and Utilities for the 12 months following the receipt of proceeds from offering. 1st quarter (1st selling season Jan.-Mar.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 2nd quarter (2nd selling season Apr.-Jun.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 3rd quarter (3rd selling season Jul.-Sep.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 4th quarter (4th selling season Oct.-Dec.) Cost of Cost of Cost of Retail Retail Retail store & store & store & Utilities Utilities Utilities In Atlanta, in Los Angeles, in Miami, GA CA FL _______________________________________________________________________ $9,000.00 $9,000.00 $9,000.00 Total cost of 3 Retail stores and Utilities for the 12 months following The receipt of Proceeds from offering: $108,000.00 _______________________________________________________________________ The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds. The Company will Register more shares with the SEC, and obtain all licenses and patent registration with USPTO. This step will take 1-6 months to complete. The approximate cost to obtain these registrations and license during the entire year following the receipt of the offering is $10,000.00 [Statement from security holders in regards to this offering] Idelik Footwear, Inc. Excellent in crafted materials. This offering will sell at a discount to initial investors to stimulate a market for Idelik Footwear Shares. [Underwriters] We have not employed an underwriter for the sales of shares in this offering. The compensation that our company will pay a finder/ brokerage firm is 5% of the initial public offering. The commission will be paid to brokerage firm and not any person(s) employed by the brokerage firm. The Brokerage firm must be a FINRA registered company. Any Broker-dealers and all such broker-dealers may receive discounts, concessions, or commission from the selling stockholders or from the purchasers of shares for whom such broker-dealer may act as agent. Any broker-dealer acquiring shares from the Selling Stockholders may sell the shares either directly, in its normal market- making activities, through or to other brokers on a principal or agency basis or to its customers. Any such sales may be at prices then prevailing in the over-the-counter market or at prices related to such prevailing market prices or at negotiated prices to its customers or a combination of such methods. At the time a particular offer of shares is made, to the extent required, a supplement to this Prospectus will be distributed which will identify and set forth the aggregate number of share being offered and the terms of the offering, including the names or name of any underwriters, dealers or agents, the purchase price paid by any underwriter for shares purchased from the selling Stockholders, any discounts, commission and other items, constituting compensation from the selling stockholders and/ or us and any discounts, commissions or concessions to the public. A brief statement as to dividend rights, voting rights, conversion rights, interest, maturity: [Dividend, Distributions, and Redemptions] The company has not paid any dividends on its stock, made any distribution of its stock, or redeemed any securities within the last five years. The company does have plans to pay dividends on its common stock in the future. [Options and Warrants] The company does not have any contracts between a person or institution owning shares or willing to buy shares and another person who either wants to buy or sell those shares at a specific price. The Company does not have any contracts between investors and the bank or financial institution issuing those warrants on behalf of the company whose shares the warrants are based on. The company does plan to offer options in the future. [Voting rights] Each share in this offering will be subject to 1 vote per year. Directors with be elected annually. Prototypes and samples will be selected each season. [General Business] Idelik Brand is a manufacture of traditional sporting footwear, core sporting footwear, and casual athletic footwear for men, women, and children. Specific styles of athletic/sporting footwear include basketball footwear, football footwear, baseball footwear, and track footwear for the traditional sporting markets, skateboarding footwear and snowboarding footwear for the core sporting market, and sandals, boots, and tennis shoes for the casual athletic market. As a wholesaler of athletic/sporting sporting goods, we will also offer apparel and Accessories of Idelik Brand through retail stores. A typical sale of Idelik Brand footwear for the traditional sports market would be between $20-$150. Customers in the traditional sporting markets will account for more than 30% of the company's sales. Sample research and development/production is outsourced to factories in mainland China. Official orders and inventory loads will be manufactured in China and shipped to U.S.A. for distribution to retail stores. [Certain Legal Proceeding] [Insolvency] No petition for bankruptcy, receivership, or similar insolvency proceeding has been filed by or against any officer, Director, or key person within the past five years, or any longer period. No Officer, Director, or key person an executive officer, a director, or in a similar management position for any business entity that was he subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years, or any longer period. [Criminal Proceeding] No Officer, Director or key person has been convicted in a criminal proceeding, excluding traffic violations or other minor offenses. No Officer, Director, or key person has been named as the subject of a pending criminal proceeding, excluding traffic violations or minor offenses. [Civil Proceeding] No Officer, Director, or key person has been the subject of a court order, judgment or decree in the last five years related to his or her involvement in any type of business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending civil or action related to his or her involvement in any type of business, securities, or banking activity. No civil action has been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity. [Administrative Proceeding] No government agency, administrative agency, or administrative court imposed an administrative finding, order, decree or sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending administrative proceeding related to his or her involvement in any type of business, securities, or banking activity. No administrative proceeding has been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity. [Self-Regulatory Proceedings] No self-regulatory agency has imposed a sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type or business, securities, or banking activity. No Officer, Director, or key person is the subject of a pending self-regulatory organization proceeding elated to his or her involvement in any type of business, securities, or banking activity. No self-regulatory organization proceeding has been threatened against any Officer, Director, or key persons related to his or her involvement in any type of business, securities, or banking activity. [Notes payable, long term debt, deferred credits] Idelik Footwear, Inc. was established on October 28 of 2011. Our company does not have and does not anticipate having any cash flow or liquidity problems within the next 12 months. The company is not in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the company to make payments. The company does not have any trade payables more than 90 days old. Our company is not subject to any unsatisfied judgment, liens, or settlement obligations. Idelik Footwear, Inc. is still in its first fiscal year and does not have any financial statements showing losses from operation because the company has not made a sell and we are still in the development stage. The company does not have any trends in its history. The changes in the economics of the company's business will depend greatly on the success of our initial public offering. The impact of the initial public offering will improve the financial status of the company. This financial growth will help insure future success in the Idelik Brand. The proceeds from this offering will not satisfy the company's cash requirements for the 12 month period after it receives the offering proceeds so it will necessary to register more shares and raise additional funds.