Nevada
|
||
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID No.)
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
Common
Stock, par value $0.001
|
997,855
|
$0.05
|
$49,893
|
$1.96
|
|
|
Summary
Financial Data
|
|
Risk
Factors
|
|
Use
of Proceeds
|
|
Determination
of Offering Price
|
|
Dilution
|
|
Selling
Shareholders
|
|
Plan
of Distribution
|
|
Legal
Proceedings
|
|
Directors,
Executive Officers, Promoters and Control Persons
|
|
Security
Ownership of Certain Beneficial Owners and
Management
|
|
Description
of Securities Interests of Named Experts and
Counsel
|
|
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
|
|
Organization
Within Last Five Years
|
|
Description
of Business
|
|
Plan
of Operation
|
|
Description
of Property
|
|
Certain
Relationships and Related Transactions
|
|
Market
for Common Equity and Related Stockholder
Matters
|
|
Executive
Compensation
|
|
Available
Information
|
|
Index
to Financial Statements
|
For
the Year Ended December 31, 2006
|
For
the period
from
Inception (October 26, 2006) to December 31, 2006
|
|||||||
STATEMENT
OF OPERATIONS
|
||||||||
Revenues
|
$
|
-
|
$ |
-
|
||||
Total
Operating Expenses
|
$
|
22,625
|
$ |
1,750
|
||||
Net
Loss
|
$
|
22,625
|
$ |
1,750
|
As
of
December
31, 2007
|
As
of
December
31, 2006
|
|||||||
BALANCE
SHEET DATA
|
||||||||
Cash
|
$
|
27,275
|
$ |
-
|
||||
Total
Assets
|
$
|
27,275
|
$ |
-
|
||||
Total
Liabilities
|
$
|
8,625
|
$ |
750
|
||||
Stockholders’ Equity
|
$
|
18,650
|
$ |
(750
|
)
|
Name
of selling stockholder
|
Shares of common
stock owned prior to
offering
|
Shares of common
stock to be
sold
|
Shares of common
stock owned
after offering
|
Percent of common
stock owned
after offering
|
Rose
Giovengo
|
13,000
|
13,000
|
0
|
0
|
Wayne
Prine
|
18,000
|
18,000
|
0
|
0
|
Valerie
Brascia
|
30,000
|
30,000
|
0
|
0
|
Christine
Sterner
|
20,000
|
20,000
|
0
|
0
|
Mary
E. Miller
|
40,000
|
40,000
|
0
|
0
|
Michael
and Aileen Carrigan
|
65,000
|
65,000
|
0
|
0
|
Melissa
Carrigan
|
20,000
|
20,000
|
0
|
0
|
Jammie
Johnson
|
15,000
|
15,000
|
0
|
0
|
Roy
Yamamoto
|
20,000
|
20,000
|
0
|
0
|
David
Flowers
|
28,000
|
28,000
|
0
|
0
|
Debra
Littleton
|
10,000
|
10,000
|
0
|
0
|
Farshad
Adibi
|
10,000
|
10,000
|
0
|
0
|
Farshad
Naderi
|
10,000
|
10,000
|
0
|
0
|
Shapour
Shadmer
|
10,000
|
10,000
|
0
|
0
|
RJM
Development
|
10,000
|
10,000
|
0
|
0
|
Clean
Energies Consulting
|
10,000
|
10,000
|
0
|
0
|
Clean
Energies LLC
|
10,000
|
10,000
|
0
|
0
|
Mary
K. Miller
|
30,000
|
30,000
|
0
|
0
|
Scott
Wehrle
|
35,000
|
35,000
|
0
|
0
|
Mark
Sylvain
|
35,000
|
35,000
|
0
|
0
|
Michael
Giovengo
|
20,000
|
20,000
|
0
|
0
|
Mamesan,
LLC
|
22,000
|
22,000
|
0
|
0
|
Astrid
M. Bean
|
20,000
|
20,000
|
0
|
0
|
Emmitt
Hanchett
|
24,000
|
24,000
|
0
|
0
|
Francisco
Del Toro
|
18,000
|
18,000
|
0
|
0
|
Sundeep
Pandhoh
|
40,000
|
40,000
|
0
|
0
|
Christine
Sandoval
|
20,000
|
20,000
|
0
|
0
|
Marcela
Lopez
|
40,000
|
40,000
|
0
|
0
|
Lisan
U. Rahman
|
33,000
|
33,000
|
0
|
0
|
Lauren
Tuzikoq
|
30,000
|
30,000
|
0
|
0
|
Bruce
Sands
|
50,000
|
50,000
|
0
|
0
|
Marc
Campbell
|
50,000
|
50,000
|
0
|
0
|
Bobby
Earl
|
50,000
|
50,000
|
0
|
0
|
Robert
Jeralds
|
50,000
|
50,000
|
0
|
0
|
Cara
A. Anam
|
19,000
|
19,000
|
0
|
0
|
Sayeed
K. Anam
|
17,500
|
17,500
|
0
|
0
|
Jennifer
Weir
|
14,441
|
14,441
|
0
|
0
|
David
G. McCaul
|
15,403
|
15,403
|
0
|
0
|
Gina
Csanyi
|
11,071
|
11,071
|
0
|
0
|
Irena
Cermakova
|
14,441
|
14,440
|
0
|
0
|
-
|
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
|
-
|
has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
|
-
|
Are
broker-dealers or affiliated with
broker-dealers.
|
o
|
ordinary
brokers transactions, which may include long or short
sales,
|
o
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
o
|
through
direct sales to purchasers or sales effected through
agents,
|
o
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
o
|
any
combination of the foregoing.
|
Contents | Page(s) |
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Balance
Sheet at December 31, 2007 and 2006
|
F-3
|
F-4
|
|
Statement
of Stockholders’ Equity (Deficit) for the Period From October 3, 2006
(Inception) through December 31, 2007
|
F-5
|
Statement
of Cash Flows for the Year Ended December 31, 2007, the Period From
October 3, 2006 (Inception) through December 30, 2006 and the Period From
October 3, 2006 (Inception) through December 30, 2007
|
F-6
|
Notes
to the Financial Statements
|
F-7
to F-10
|
December
31, 2007
|
December
31, 2006
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 27,275 | $ | - | ||||
TOTAL
ASSETS
|
$ | 27,275 | $ | - | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accrued
expenses
|
$ | 8,625 | $ | 750 | ||||
STOCKHOLDERS’
EQUITY (DEFICIT):
|
||||||||
Common
stock at $0.001 par value; 500,000,000 shares authorized;
14,543,000 and 1,000,000 shares issued and outstanding as of
December 31, 2007 and 2006, respectively
|
14,543 | 1,000 | ||||||
Additional
paid-in capital
|
26,732 | - | ||||||
Deficit
accumulated during the development stage
|
(22,625 | ) | (1,750 | ) | ||||
Stockholders’
Equity (Deficit)
|
18,650 | (750 | ) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 27,275 | $ | - | ||||
Year
Ended December 31, 2007
|
Period
From October 3, 2006 (inception) through December 31, 2006
|
Period
From October 3, 2006 (inception) through December 31, 2007
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses
|
||||||||||||
Professional
fees
|
6,000 | - | 6,000 | |||||||||
General
and administrative
|
14,875 | 1,750 | 16,625 | |||||||||
Total
operating expenses
|
20,875 | 1,750 | 22,625 | |||||||||
Loss
before income taxes
|
(20,875 | ) | (1,750 | ) | (22,625 | ) | ||||||
Income
tax provision
|
- | - | - | |||||||||
Net
loss
|
$ | (20,875 | ) | $ | (1,750 | ) | $ | (22,625 | ) | |||
Net
loss per common share – basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted
average number of common shares outstanding – basic and
diluted
|
10,694,962 | 1,000,000 | 8,794,407 | |||||||||
Common
Shares
|
Amount
|
Additional
Paid-in Capital
|
Deficit
Accumulated
During
the
Development
Stage
|
Total
Stockholders’ Equity (Deficit)
|
||||||||||||||||
October
3, 2006 (Inception)
|
1,000,000 | $ | 1,000 | $ | - | $ | - | $ | 1,000 | |||||||||||
Net
loss
|
(1,750 | ) | (1,750 | ) | ||||||||||||||||
Balance,
December 31, 2006
|
1,000,000 | 1,000 | - | (1,750 | ) | (750 | ) | |||||||||||||
Contribution
to capital
|
125 | 125 | ||||||||||||||||||
Shares
issued for compensation in April 2007 at $0.001 per
share
|
13,000,000 | 13,000 | 13,000 | |||||||||||||||||
Shares
issued for cash in September 2007 at $0.005 per share
|
229,000 | 229 | 11,221 | 11,450 | ||||||||||||||||
Shares
issued for cash in October 2007 at $0.005 per share
|
80,000 | 80 | 3,920 | 4,000 | ||||||||||||||||
Shares
issued for cash in November 2007 at $0.005 per share
|
234,000 | 234 | 11,466 | 11,700 | ||||||||||||||||
Net
loss
|
(20,875 | ) | (20,875 | ) | ||||||||||||||||
Balance,
December 31, 2007
|
14,543,000 | $ | 14,543 | $ | 26,732 | $ | (22,625 | ) | $ | 18,650 | ||||||||||
Year
Ended December 31, 2007
|
Period
From October 3, 2006 (inception) through December 31, 2006
|
Period
From October 3, 2006 (inception) through December 31, 2007
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (20,875 | ) | $ | (1,750 | ) | $ | (22,625 | ) | |||
Adjustments
to reconcile loss to net cash provided by (used in) operating
activities:
|
||||||||||||
Shares
issued for compensation
|
13,000 | 1,000 | 14,000 | |||||||||
Increase
in accrued expenses
|
7,875 | 750 | 8,625 | |||||||||
Net
Cash Provided By (Used in) Operating Activities
|
- | - | - | |||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Sale
of common stock
|
27,150 | - | 27,150 | |||||||||
Capital
contribution
|
125 | - | 125 | |||||||||
Net
Cash Provided By Financing Activities
|
27,275 | - | 27,275 | |||||||||
INCREASE
IN CASH
|
27,275 | - | 27,275 | |||||||||
CASH
AT BEGINNING OF PERIOD
|
- | - | - | |||||||||
CASH
AT END OF PERIOD
|
$ | 27,225 | $ | - | $ | 27,225 | ||||||
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Year
Ended
December
31,
|
Period
From
October
3, 2006 (inception) through December 31,
|
||||||||
2007
|
2006
|
||||||||
Net
deferred tax assets – Non-current:
|
|||||||||
Expected
Federal income tax benefit from NOL carry-forwards
|
$
|
3,394
|
$
|
263
|
|||||
Less
valuation allowance
|
(3,394
|
)
|
(263
|
)
|
|||||
Deferred
tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
|||||
The
reconciliation of the effective income tax rate to the federal statutory
rate
|
|||||||||
Federal
income tax rate
|
15.0
|
%
|
15.0
|
%
|
|||||
Change
in valuation allowance on net operating loss
carry-forwards
|
(15.0
|
)%
|
(15.0
|
)%
|
|||||
Effective
income tax rate
|
0.0
|
%
|
0.0
|
%
|
NAME
|
AGE
|
POSITION
|
Belen
Flores
|
42
|
Founder,
Chairman, CEO and Director
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive Plan
Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||
Belen
Flores
Founder,
Chairman, and CEO
|
2007
|
$
|
0
|
0
|
$13,000
|
0
|
0
|
0
|
0
|
$
|
13,000
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of Class (1)
|
Common
Stock
|
Belen
Flores
2019
Delaware Avenue
Santa
Monica, CA 90404
|
14,000,000
|
93.35%
|
Common
Stock
|
All
executive officers and directors as a group
|
93.35%
|
(1)
|
Based
on 14,977,855 shares outstanding as of March 17,
2008.
|
Securities
and Exchange Commission registration fee
|
$
|
1.96
|
||
Federal
Taxes
|
$
|
0
|
||
State
Taxes and Fees
|
$
|
0
|
||
Transfer
Agent Fees
|
$
|
0
|
||
Accounting
fees and expenses
|
$
|
25,000
|
||
Legal
fees and expense
|
$
|
30,000
|
||
Blue
Sky fees and expenses
|
$
|
0
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
55,001.96
|
Name
of selling stockholder
|
Shares of common
stock owned prior to
offering
|
Rose
Giovengo
|
13,000
|
Wayne
Prine
|
18,000
|
Valerie
Brascia
|
30,000
|
Christine
Sterner
|
20,000
|
Mary
E. Miller
|
40,000
|
Michael
and Aileen Carrigan
|
65,000
|
Melissa
Carrigan
|
20,000
|
Jammie
Johnson
|
15,000
|
Roy
Yamamoto
|
20,000
|
David
Flowers
|
28,000
|
Debra
Littleton
|
10,000
|
Farshad
Adibi
|
10,000
|
Farshad
Naderi
|
10,000
|
Shapour
Shadmer
|
10,000
|
RJM
Development
|
10,000
|
Clean
Energies Consulting
|
10,000
|
Clean
Energies LLC
|
10,000
|
Mary
K. Miller
|
30,000
|
Scott
Wehrle
|
35,000
|
Mark
Sylvain
|
35,000
|
Michael
Giovengo
|
20,000
|
Mamesan,
LLC
|
22,000
|
Astrid
M. Bean
|
20,000
|
Emmitt
Hanchett
|
24,000
|
Francisco
Del Toro
|
18,000
|
Sundeep
Pandhoh
|
40,000
|
Christine
Sandoval
|
20,000
|
Marcela
Lopez
|
40,000
|
Lisan
U. Rahman
|
33,000
|
Lauren
Tuzikoq
|
30,000
|
Bruce
Sands
|
50,000
|
Marc
Campbell
|
50,000
|
Bobby
Earl
|
50,000
|
Robert
Jeralds
|
50,000
|
Cara
A. Anam
|
19,000
|
Sayeed
K. Anam
|
17,500
|
Jennifer
Weir
|
14,441
|
David
G. McCaul
|
15,403
|
Gina
Csanyi
|
11,071
|
Irena
Cermakova
|
14,441
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
(E)
|
None
of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our
securities.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
23.1
|
Consent
of Li & Company, P.C.
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
24.1
|
Power
of Attorney
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
(iii)
|
Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
By:
|
/s/ Belen Flores
|
||
Belen
Flores
|
|||
Chairman of the Board of
Directors, Chief Executive Officer,
Chief Financial Officer,
Controller, Principal Accounting
Officer
|
By:
|
/s/ Belen
Flores
|
Belen
Flores
|
|
Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer, Controller,
Principal Accounting Officer
|