CORPORATE
OUTFITTERS, INC.
PROSPECTUS
5,000,000
shares of common stock, .0001 par value, no minimum / 5,000,000
maximum,
Offered
by Corporate Outfitters, Inc.
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Securities
Being Offered by Corporate Outfitters, Inc.
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Corporate
Outfitters, Inc. is offering 5,000,000 shares at an offering price
of
$0.02 per share. There is currently no public market for the
common stock
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Minimum
Number of Shares To Be Sold in This Offering
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None
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This
is a
"self-underwritten" public offering, with no minimum purchase
requirement.
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1.
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Corporate
Outfitters, Inc. is not using an underwriter for this
offering.
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2.
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The
offering expenses shown do not include legal, accounting, printing
and
related costs incurred in making this offering. Corporate Outfitters,
Inc.
will pay all such costs, which it believes to be
$4,304.
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3.
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There
is no arrangement to place the proceeds from this offering in an
escrow,
trust or similar account.
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4.
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Corporate
Outfitters, Inc. may, at its discretion, extend the offer up to
an
additional two (2) years from the date this offer is declared
effective.
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Per
Share
(Non
Minimum)
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If
Maximum Sold by Corporate Outfitters, Inc. (5,000,000)
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Price
to Public
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$ |
.02
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$ |
.02
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Underwriting
Discounts/Commissions
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0.00
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0.00
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Proceeds
to Registrant
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$ |
0.02
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$ |
100,000
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This
offering involves a high degree of risk; see "Risk Factors" beginning
on page 8 to read about factors you should consider before buying shares
of the
common stock.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and
Exchange Commission or any state securities commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
information in this prospectus is not complete and may be changed. Corporate
Outfitters, Inc. may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer
to
buy these securities in any state where the offer or sale is not
permitted.
TABLE
OF CONTENTS
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Page
Number
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Summary
Information
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3
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| Risk
Factors |
5
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Corporate
Outfitters' Auditor has substantial doubts as to Corporate Outfitters'
ability to continue as a going concern
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5
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If
we complete a financing through the sale of additional shares of
our
common stock in the future, then shareholders will experience
dilution.
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5
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Because
we lack an operating history, we face a high risk of business failure,
which may result in the loss of your investment.
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5
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Corporate
Outfitters may be unable to complete its website, which is necessary
to
promote and market its products.
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6
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Corporate
Outfitters will rely upon consultants for web-development, and
the
consultant may not complete the work within the set framework and
on
time.
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6
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Because
the Internet will be the Company’s main venue to conduct business, any
significant changes or interruptions to the Internet’s existing
infrastructure will affect our ability to sell products to prospective
customers.
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6
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Corporate
Outfitters' success is dependent on current management, who may
be unable
to devote sufficient time to the development of Corporate Outfitters'
business plan, which could cause the business to
fail.
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7
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Because
one existing stockholder owns a majority of the outstanding common
stock,
future corporate decisions will be controlled by this person, whose
interests may differ from the interests of other stockholders,
and may be
adverse to those other shareholders' interests.
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7
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There
is currently no market for Corporate Outfitters' common stock,
but if a
market for our common stock does develop, our stock price may be
volatile.
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7
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Our
stock is a Penny Stock. Trading of our stock may be restricted
by the SEC’s Penny Stock regulations and the NASD’s Sales Practices
requirements, which may limit a stockholder’s ability to buy and sell our
stock.
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7
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While
Corporate Outfitters expects to apply for listing on the OTC Bulletin
Board (OTCBB), we may not be approved, and even if approved, we
may not be
approved for trading on the OTCBB; therefore shareholders may not
have a
market to sell their shares, either in the near term or in the
long term,
or both.
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9
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Corporate
Outfitters plans to purchase products Overseas, and is therefore
subject
to risks related to currency fluctuations and regulation that may
adversely affect the Company.
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9
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The
Company’s inability to source viable promotional products or apparel may
result in a loss of your investment.
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9
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Corporate
Outfitters has limited financial resources at present, and proceeds
from
the offering may not be used to fully develop its
business.
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9
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Corporate
Outfitters has no customers to date, and may not develop sufficient
customers to stay in business.
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10
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Because
we do not have an Escrow or Trust Account for Investor’s Subscriptions, if
we file for Bankruptcy Protection or are forced into Bankruptcy
Protection, Investors will lose their entire
investment.
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10
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Use
of Proceeds
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10
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Determination
of Offering Price
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12
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Dilution
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12
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Plan
of Distribution
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13
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Legal
Proceedings
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14
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Directors,
Executive Officers, Promoters and Control Persons
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14
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Security
Ownership of Certain Beneficial Owners and Management
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15
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Description
of Securities
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15
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Interest
of Named Experts and Counsel
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16
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Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
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16
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Organization
within Last Five Years
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17
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Description
of Business
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17
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Plan
of Operation
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20
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Description
of Property
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24
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Certain
Relationships and Related Transactions
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24
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Market
for Common Equity and Related Stockholder Matters
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25
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Executive
Compensation
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26
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Financial
Statements
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F-1
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Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
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27
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SUMMARY
INFORMATION
Prospectus
Summary: The following summary is supported by reference to the more
detailed information and the financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Each prospective investor is urged
to
read this Prospectus in its entirety.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors" on pages 8 -
12.
Company
History
Corporate
Outfitters, Inc. ("Corporate Outfitters" or “The Company”) is a development
stage company that was incorporated on March 9, 2007, under the laws of the
State of Delaware.
The
principal offices are located at 3327 West Indian Trail Road, Suite 152,
Spokane, WA 99208-4762. The telephone number is (509)
290-2847. The fax number is (509) 326-2776.
Since
becoming incorporated, Corporate Outfitters has not made any significant
purchases or sale of assets, nor has it been involved in any mergers,
acquisitions or consolidations. Corporate Outfitters has never declared
bankruptcy, it has never been in receivership, and it has never been involved
in
any legal action or proceedings. Our fiscal year end is March
31st.
Corporate
Outfitters, Inc. is looking to enter into the promotional branding industry
with
the objective of adding value to a wide variety of products by endorsing
them
with the corporate logos of a company for use by the company’s employees or as
gifts or promotional items.
Corporate
Outfitters intends to establish itself as a specialized brand promotional
merchandising company. The Company will identify a range of casual apparel
and
consumer products that can be manufactured and resold for high mark-ups with
the
product endorsement of corporate logos.
Corporate
Outfitters intends to create brand name awareness amongst purchasing managers
or
decision makers who are able to place its targeted products into its targeted
market. The targeted market is small to mid-size companies, who are using
logo
bearing apparel, essential office products, and leisure products for their
employees as well as for gifts for customers.
Initially,
Corporate Outfitters will source its raw products (apparel and consumer products
without any logos) in China. Once the Company has selected a range of apparel
and promotional products and negotiated pricing it will purchase a small
inventory in order to make promotional samples. The Company will hire
independent contractors within the United States for all graphic design,
embroidery, and screen printing necessary to place the prospective company
logos
on the products. The Company will profile and market its product line
to the corporate marketplace through online merchandising and an e-catalog
on
its website. The website will have online catalogs offering apparel,
office products and leisure products. The site will allow the consumer to
“upload” an electronic version of their company or corporate logo and order
products online through a fully functional e-commerce enabled
website.
As
of
June 30, 2007, the date of company's last audited financial statements,
Corporate Outfitters has raised $5,000 through the sale of common stock.
There
is approximately $4,000 cash on hand and in the corporate bank account.
Corporate Outfitters currently has liabilities of $1, which a loan was made
by a
shareholder
for
the
purpose of opening the Company’s bank account. In addition, Corporate Outfitters
anticipates additional costs associated with this offering will be approximately
$3,439. As of the date of this prospectus, we have not yet generated or realized
any revenues from our business operations. The following financial information
summarizes the more complete historical financial information as indicated
on
the audited financial statements of Corporate Outfitters filed with this
prospectus.
Management
Currently,
Corporate Outfitters has one Officer / Director. Our sole Officer / Director
has
assumed responsibility for all planning, development and operational duties,
and
will continue to do so throughout the beginning stages of Corporate Outfitters.
Other than the Officer/Director, there are no employees at the present time
and
there are no plans to hire employees during the next twelve months.
The
Offering
Corporate
Outfitters, Inc.'s common stock is presently not traded on any market or
securities exchange. 5,000,000 shares of common stock are issued and outstanding
as of the date of this prospectus. Corporate Outfitters plans to offer its
shares to the public, with no minimum amount to be sold,
Corporate
Outfitters is offering for sale common stock. If Corporate Outfitters
is unable to sell its stock and raise money, Corporate Outfitters’ business
would fail as it would be unable to complete its business plan.
Corporate
Outfitters is offering up to 5,000,000 shares of common stock at an offering
price of $0.02 per share. There is currently no public market for the common
stock. Corporate Outfitters intends to apply to have the common stock quoted
on
the OTC Bulletin Board (OTCBB). No trading symbol has yet been assigned.
Corporate Outfitters' sole Officer and Director owns 2,000,000 shares of
Restricted Common Stock. A non-affiliate entity owns 100,000 shares
of Restricted Common Stock.
There
are
2,100,000 shares of common stock issued and outstanding as of the date of
this
prospectus.
Summary
of Financial Data
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As
of
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Revenues
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$ |
0
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Operating
Expenses
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$ |
1,876
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Earnings
(Loss)
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$ |
(1,876 |
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Total
Assets
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$ |
4,125
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Working
Capital
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$ |
4,125
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Shareholder’s
Equity
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$ |
4,125
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RISK
FACTORS
An
investment in our common stock involves a high degree of risk and should
be
considered a speculative investment. You should carefully consider the risks
described below and the other information in this prospectus. If any of the
following risks occur, our business, operating results and financial condition
could be seriously harmed. The trading price of our common stock could decline
due to any of these risks, and you could lose all or part of your
investment.
We
cannot assure any investor that we will successfully address these
risks.
Corporate
Outfitters' Auditor has substantial doubts as to Corporate Outfitters' ability
to continue as a going concern.
Our
auditor's report on our June 30, 2007 financial statements expresses an opinion
that substantial doubt exists as to whether we can continue as an ongoing
business. Because our officer may be unable or unwilling to loan or advance
any
capital to Corporate Outfitters, we believe that if we do not raise at least
$25,000 from our offering, we may be required to suspend or cease the
implementation of our business plans within 12 months. Since there is no
minimum
and no refunds on sold shares, you may be investing in a company that will
not
have the funds necessary to continue to deploy its business strategies. See
“June 30, 2007 Audited Financial Statements - Auditors
Report."
Because
the Company has been issued an opinion by its auditors that substantial doubt
exists as to whether the company can continue as a going concern it may be
more
difficult for the company to attract investors.
Corporate
Outfitters incurred an accumulative net loss of ($1,876) for the period from
inception to June 30, 2007, and we have no revenue. Our future is dependent
upon
our ability to obtain financing and upon future profitable operations from
the
sale of our products. We plan to seek additional funds through private
placements of our common stock. Our financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event we cannot continue in existence.
If
we complete a financing through the sale of additional shares of our common
stock in the future, then shareholders will experience
dilution.
The
most
likely source of future financing presently available to us is through the
sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell
shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then outstanding.
To
raise additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively,
we
may have to borrow large sums, and assume debt obligations that require us
to
make substantial interest and capital payments.
Because
we lack an operating history, we face a high risk of business failure, which
may
result in the loss of your investment.
Corporate
Outfitters is a development stage company and has not even begun the initial
stages of product sourcing overseas. Thus, we have no way to evaluate the
likelihood that we will be able to operate the business successfully. We
were
incorporated on March 9, 2007 and to date have been involved primarily in
organizational activities and market research. We have never been profitable
and
have never generated any revenue. Based
upon current plans, we expect to incur operating losses in future periods.
This
will occur because there are expenses associated with the sourcing of products,
the purchasing of samples, and marketing products to prospective business
customers in order to enable the company enter into the promotional products
business.
We
cannot
guarantee we will be successful in generating revenue in the future or be
successful in raising funds through the sale of shares to pay for the company's
business plan and expenditures.
As
of the
date of this prospectus, we have not earned any revenue. Failure to generate
revenue will cause us to go out of business, which will result in the complete
loss of your investment.
Corporate
Outfitters may be unable to complete its website, which is necessary to promote
and market its products.
The
Corporate Outfitters' does not currently have a website as such the Company
is
not yet operational. Corporate Outfitters intends to use the website as a
promotional and marketing tool for its customers to use. Corporate Outfitters
has allocated from $3,000 up to $15,000 to develop the website in the next
twelve months, if it is able to raise capital through this prospectus. Corporate
Outfitters intends to use the website as an "on-line catalogue" for its
customers to be able to view the entire line of product and services. If
this
website is not available, Corporate Outfitters would not be able to adequately
market its products and services to potential customers.
Corporate
Outfitters will rely upon consultants for web-development, and the consultant
may not complete the work within the set framework and on
time.
Corporate
Outfitters is also heavily dependent on the web consultant to develop the
website in a timely matter within budget. If the consultant does not fulfill
his
duties, Corporate Outfitters may not be able to find another consultant with
specific expertise to develop it business plan.
Because
the Internet will be the Company’s main venue to conduct business, any
significant changes or interruptions to the Internet’s existing infrastructure
will affect our ability to sell products to prospective
customers.
If
the
Internet infrastructure becomes unreliable, access to the company's website
may
be impaired and its business will be harmed. The Company's success depends
on
its ability to use the Internet to show prospective customers the type of
products the company has available. The company's website will be the initial
tool used by the company in its sales process. Once a prospective customer
has
seen a picture of a product that interests them they will be quoted a price
and
then the company would send the prospective customer a physical sample of
the
product. The company's ability to quickly send color pictures of product
and
pricing to prospective customers via the Internet is paramount to the sales
and
marketing strategies of the company. The company's website may also be subject
to malicious attacks by hackers and software viruses - such attacks or viruses
could render the company's website inoperable for a substantial amount of
time.
There can be no assurance that the company will have the financial means
or
technical know how to protect its website from such attacks or recover from
such
an attack. Any long term interruption of Internet service or interference
with
the company's website would have a negative impact on the company's ability
to
fulfill its business model and the company could fail.
Corporate
Outfitters' success is dependent on current management, who may be unable
to
devote sufficient time to the development of Corporate Outfitters' business
plan, which could cause the business to fail.
Corporate
Outfitters is heavily dependent on the extensive industry experience that
our
sole Officer and Director, David Taigan, brings to the company. If something
were to happen to him, it would greatly delay its daily operations until
further
industry contacts could be established. Furthermore, there is no assurance
that
suitable people could be found to replace Mr. Taigan. In that instance,
Corporate Outfitters may be unable to further its business plan.
Additionally,
Mr. Taigan is employed outside of Corporate Outfitters. Mr. Taigan
has been and continues to expect to be able to commit approximately 10 hours
per
week of his time, to the development of Corporate Outfitters' business plan
in
the next twelve months. If management is required to spend additional time
with
his outside employment, he may not have sufficient time to devote to Corporate
Outfitters, and, Corporate Outfitters would be unable to develop its business
plan.
Because
one existing stockholder owns a majority of the outstanding common stock,
future
corporate decisions will be controlled by this person, whose interests may
differ from the interests of other stockholders, and may be adverse to those
other shareholders' interests.
Currently,
our sole Officer and Director owns 100% of the outstanding shares of the
Company. If we are successful in selling all the shares in this
Offering, the sole Officer and Director will own approximately 28.6% of the
outstanding shares of common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions, including
mergers, consolidations and the sale of all or substantially all of our assets,
and also the power to prevent or cause a change in control. The interests
of
this stockholder may differ from the interests of the other stockholders,
and
they may make decisions, as a stockholder, with which the other stockholders
may
not agree. Such decisions may be detrimental to Corporate Outfitters' business
plan and/or operations and they may cause the business to fail.
There
is currently no market for Corporate Outfitters' common stock, but if a market
for our common stock does develop, our stock price may be
volatile.
There
is
currently no market for Corporate Outfitters' common stock and there is no
assurance that a market will develop. If a market develops, it is anticipated
that the market price of Corporate Outfitters' common stock will be subject
to
wide fluctuations in response to several factors including:
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The
ability to complete the development of Corporate Outfitters in
order to
provide those products to the
public;
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o
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The
ability to generate revenues from
sales;
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o
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The
ability to generate brand recognition of the Corporate Outfitters
products
and services and acceptance by
consumers;
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o
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Increased
competition from competitors who offer competing services;
and
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o
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Corporate
Outfitters' financial condition and results of
operations.
|
Our
stock is a Penny Stock. Trading of our stock may be restricted by the
SEC’s Penny Stock regulations and the NASD’s Sales Practices requirements, which
may limit a stockholder’s ability to buy and sell our
stock.
The
Company’s common shares may be deemed to be “penny stock” as that term is
defined in Regulation Section “240.3a51 -1” of the Securities and Exchange
Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than
U.S. $5.00 per share; (b) that are not traded on a “recognized” national
exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ - where listed stocks must still meet requirement (a) above);
or
(d) in issuers with net tangible assets of less than U.S. $2,000,000 (if
the
issuer has been in continuous operation for at least three years) or U.S.
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than U.S. $6,000,000 for the last three
years.
Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the
risks
of penny stocks and to obtain a manually signed and dated written receipt
of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in the Company’s common shares are urged to obtain
and read such disclosure carefully before purchasing any common shares that
are
deemed to be “penny stock”.
(i)
control of the market for the security by one or a few broker-dealers that
are
often related to the promoter or issuer
(ii)
manipulation of prices through prearranged matching of purchases and sales
and
false and misleading press releases
(iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons
(iv)
excessive and undisclosed bid-ask differential and markups by selling
broker-dealers
(v)
the
wholesale dumping of the same securities by promoters and broker-dealers
after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses
Our
management is aware of the abuses that have occurred historically in the
penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.
While
Corporate Outfitters expects to apply for listing on the OTC Bulletin Board
(OTCBB), we may not be approved, and even if approved, we may not be approved
for trading on the OTCBB; therefore shareholders may not have a market to
sell
their shares, either in the near term or in the long term, or
both.
We
can
provide no assurance to investors that our common stock will be traded on
any
exchange or electronic quotation service. While we expect to apply to the
OTC
Bulletin Board, we may not be approved to trade on the OTCBB, and we may
not
meet the requirements for listing on the OTCBB. If we do not meet the
requirements of the OTCBB, our stock may then be traded on the "Pink Sheets,"
and the market for resale of our shares would decrease dramatically, if not
be
eliminated.
Corporate
Outfitters plans to purchase products Overseas, and is therefore subject
to
risks related to currency fluctuations and regulation that may adversely
affect
the Company.
A
significant aspect of the company's strategy is to purchase its products
overseas, mostly in China. There are certain risks inherent in doing business
internationally, such as unexpected changes in regulatory requirements, export
restrictions, trade barriers, difficulties in controlling product supply
from
foreign factories, longer than anticipated delivery cycles, fluctuations
in
currency exchange rates and overall political instability.
There
can
be no assurance that one or more of such factors will not have a material
adverse effect on the company's potential future operations and, consequently,
on the company's business, operating results and financial
condition.
The
company may purchase its products and services in currencies other than the
United States dollar, which would make the management of currency fluctuations
difficult and expose the company to risks in this regard. The company's results
of operations are subject to fluctuations in the value of various currencies
against the United States dollar. Although management will monitor the company's
exposure to currency fluctuations, there can be no assurance that exchange
rate
fluctuations will not have a material adverse effect on the company's results
of
operations or financial condition.
Furthermore
as a corporation based in the United States, Corporate Outfitters may face
difficulties in obtaining and/or enforcing local judgments it may obtain
overseas, particularly in China.
The
Company’s inability to source viable promotional products or apparel may result
in a loss of your investment.
There
can
be no assurance that Corporate Outfitters will be able to source viable
promotional products or apparel that will be appealing to its target market.
Even if the company is capable of locating a viable line of promotional products
and apparel from China, it faces inherit risks in the ordering and delivery
of
such products. The company would have little or no recourse against a Chinese
manufacturer that delivered substandard or faulty products and the company
could
lose its entire investment
in
ordering such products
Corporate
Outfitters has limited financial resources at present, and proceeds from
the
offering may not be used to fully develop its
business.
Corporate
Outfitters has limited financial resources at present; as of June 30 it had
$4,135 of cash on hand. If it is unable to develop its business plan, it
may be
required to divert certain proceeds from the sale of Corporate Outfitters'
stock
to general administrative functions. If Corporate Outfitters is required
to
divert some or all of proceeds from the sale of stock to areas that do not
advance the business plan, it could adversely affect its ability to continue
by
restricting the Company's ability to become listed on the OTCBB; advertise
and
promote the Company and its products; travel to develop new marketing, business
and customer relationships; and retaining and/or compensating professional
advisors.
Corporate
Outfitters has no customers to date, and may not develop sufficient customers
to
stay in business.
Corporate
Outfitters has not sold any products, and may be unable to do so in the future.
In addition, if Corporate Outfitters is unable to develop sufficient customers
for its products, it will not generate enough revenue to sustain its business,
and may have to adjust its business plan, or it may fail.
Because
we do not have an Escrow or Trust Account for Investor’s Subscriptions, if we
file for Bankruptcy Protection or are forced into Bankruptcy Protection,
Investors will lose their entire investment.
Invested
funds for this offering will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part
of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors
and
will not be used for the sourcing and sale of promotional
products.
These
risk factors, individually or occurring together, would likely have a
substantially negative effect on Corporate Outfitters' business and would
likely
cause it to fail.
Forward-Looking
Statements
This
prospectus contains forward-looking statements that involve risks and
uncertainties. Corporate Outfitters uses words such as anticipate, believe,
plan, expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance on these
forward-looking statements. Actual results are most likely to differ materially
from those anticipated in these forward-looking statements for many reasons,
including the risks faced as described in this Risk Factors section and
elsewhere in this prospectus.
USE
OF PROCEEDS
Our
offering is being made on a self-underwritten basis - no minimum of shares
must
be sold in order for the offering to proceed. The offering price per share
is
$0.02. There is no assurance that Corporate Outfitters will raise the full
$100,000 as anticipated.
The
following table below sets forth the uses of proceeds assuming the sale of
25%,
50%, 75% and 100% of the securities offered for sale in this offering by
the
company. For further discussion see Plan of Operation on page 22:
| |
|
If
25% of
|
|
|
If
50% of
|
|
|
If
75% of
|
|
|
If
100% of
|
|
| |
|
Shares
Sold
|
|
|
Shares
Sold
|
|
|
Shares
Sold
|
|
|
Shares
Sold
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROCEEDS FROM THIS OFFERING
|
|
$ |
25,000
|
|
|
$ |
50,000
|
|
|
$ |
75,000
|
|
|
$ |
100,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
OFFERING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEC
Filing Expenses
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
Printing
|
|
$ |
200
|
|
|
$ |
200
|
|
|
$ |
200
|
|
|
$ |
200
|
|
|
Transfer
Agent
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: PRODUCT
SOURCING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
& Domestic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel
/ Product Sourcing
|
|
$ |
3,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
|
$ |
10,000
|
|
|
Initial
Sample Purchases
|
|
$ |
5,000
|
|
|
$ |
10,000
|
|
|
$ |
15,000
|
|
|
$ |
15,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
8,000
|
|
|
$ |
17,500
|
|
|
$ |
25,000
|
|
|
$ |
30,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
SALES & MARKETING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Web
Site Development
|
|
$ |
3,000
|
|
|
$ |
7,500
|
|
|
$ |
12,000
|
|
|
$ |
15,000
|
|
|
Trade
Show Attendance
|
|
$ |
3,000
|
|
|
$ |
6,000
|
|
|
$ |
9,000
|
|
|
$ |
12,000
|
|
|
Mass
Email Campaign
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
8,500
|
|
|
$ |
18,500
|
|
|
$ |
28,500
|
|
|
$ |
37,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
ADMINISTRATION EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office,
Stationery, Telephone, Internet
|
|
$ |
2,000
|
|
|
$ |
3,000
|
|
|
$ |
5,000
|
|
|
$ |
8,000
|
|
|
Legal
and Accounting
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
|
Office
Temp
|
|
|
0
|
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
10,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
4,500
|
|
|
$ |
10,500
|
|
|
$ |
17,500
|
|
|
$ |
28,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
$ |
24,200
|
|
|
$ |
49,700
|
|
|
$ |
74,200
|
|
|
$ |
98,200
|
|
The
above figures represent only estimated costs.
International
travel to source products consists of travel to China to visit various
manufacturers of promotional products and/or their agents or representatives.
The main cities to be visited would be Shanghai, Shenzhen, and Guangzhou.
Shanghai and Shenzhen would have more factory agents or representatives,
while
Guangzhou, located in southern China, is a large factory city where many
of
Corporate Outfitter’s products may be manufactured. Domestic travel
will consist of visits to potential independent contractors to inspect
embroidery and screen-printing facilities, prior to negotiating contracts
to
provide graphic design, embroidery and screen-printing services.
Once
the
company has successfully identified the promotional type of products it would
like to carry in its product line, the company will purchase a limited number
of
samples of the selected products to showcase on its website and for shipment
to
prospective customers.
The
company will then hire an Internet consultant to design and build a website
that
would showcase the promotional products the company has to offer to prospective
customers.
There
are
several trade shows in North America that are dedicated to the promotional
products industry. The company would, at a minimum, attend such trade shows
and,
if finances allow, have an exhibit booth to display its promotional product
line.
Legal
and
accounting fees refer to the normal legal and accounting costs associated
with
filing this Registration Statement.
Readers
will note that Corporate Outfitters has already raised a total of $5000 from
the
sale of stock. A total of $5000 has been raised from the sale of stock to
our
sole Officer and Director - this stock is restricted and is not being registered
in this offering. The offering expenses associated with this offering are
believed to be $4,304. As of June 30, 2007, Corporate Outfitters had a balance
(less outstanding checks) of $4,125 in cash. Some services related to this
offering were paid for in Common stock rather than cash payment. This will
allow
Corporate Outfitters to pay the entire expenses of this offer from cash on
hand.
None of the offering expenses are anticipated to be paid out of the proceeds
of
this offering.
One
of
the purposes of the offering is to create an equity market, which allows
Corporate Outfitters to more easily raise capital, since a publicly traded
company has more flexibility in its financing offerings than one that does
not.
DETERMINATION
OF OFFERING PRICE
There
is
no established market for the Registrant's stock. Corporate Outfitters' offering
price for shares sold pursuant to this offering is set at $0.02. Our existing
shareholder, our Officer /Director, paid $0.0025 per. share. The additional
factors that were included in determining the sales price are the lack of
liquidity (since there is no present market for Corporate Outfitters stock)
and
the high level of risk considering the lack of operating history of Corporate
Outfitters.
DILUTION
"Dilution"
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering,
the level of dilution is increased as a result of the relatively low book
value
of our issued and outstanding stock. Assuming all shares offered
herein are sold, and given effect to the receipt of the maximum estimated
proceeds of this offering from shareholders net of the offering expenses,
our
net book value will be $100,000 or $0.014 per share. Therefore, the purchasers
of the common stock in this offering will incur an immediate dilution of
approximately $0.006 per share while our present stockholders will receive
an
increase of $0.012 per share in the net tangible book value of the shares
they
hold. This will result in a 30% dilution for purchasers of stock in this
offering.
The
following table illustrates the dilution to the purchasers of the common
stock
in this offering. While this offering has no minimum, the table below
includes an analysis of the dilution that will occur if only 25% of the shares
are sold, as well as the dilution if all shares are sold:
|
|
|
25%
of
|
|
|
Maximum
|
|
|
|
|
Offering
|
|
|
Offering
|
|
|
|
|
|
|
|
|
|
|
Offering
Price Per Share
|
|
$ |
0.02
|
|
|
$ |
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share Before the Offering
|
|
$ |
0.002
|
|
|
$ |
0.002
|
|
|
|
|
|
|
|
|
|
|
|
|
Book
Value Per Share After the Offering
|
|
$ |
0.007
|
|
|
$ |
0.014
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase to Original Shareholders
|
|
$ |
0.005
|
|
|
$ |
0.012
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
in Investment to New Shareholders
|
|
$ |
0.013
|
|
|
$ |
0.006
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution
to New Shareholders (%)
|
|
|
35% |
|
|
|
30% |
|
|
|
|
|
|
|
|
|
|
|
PLAN
OF DISTRIBUTION
The
offering consists of a maximum number of 5,000,000 shares being offered by
Corporate Outfitters of $.02 per share.
Company
Offering
Corporate
Outfitters is offering for sale common stock. If Corporate Outfitters is
unable
to sell its stock and raise money, it may not be able to complete its business
plan and may fail.
There
will be no underwriters used, no dealer's commissions, no finder's fees,
and no
passive market making for the shares being offered by Corporate Outfitters.
All
of these shares will be issued to business associates, friends, and family
of
the current Corporate Outfitters' shareholder and principal. The Officer
and
Director of Corporate Outfitters, David Taigan, will not register as
broker-dealers in connection with this offering. David Taigan will not be
deemed
to be a broker pursuant to the safe harbor provisions of Rule 3a4-1 of the
Securities and Exchange Act of 1934, since he is not subject to statutory
disqualification, will not be compensated directly or indirectly from the
sale
of securities, is not an associated person of a broker or dealer, nor has
he
been so associated within the previous twelve months, and primarily performs
substantial duties as Officer and Director that are not in connection with
the
sale of securities, and has not nor will not participate in the sale of
securities more than once every twelve months.
Our
Common Stock is currently considered a "penny stock" under federal securities
laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A))
since
its market price is below $5.00 per share. Penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who
sell
or recommend such shares to certain investors.
Broker-dealers
who sell penny stock to certain types of investors are required to comply
with
the SEC's regulations concerning the transfer of penny stock. If an exemption
is
not available, these regulations require broker-dealers to: make a suitability
determination prior to selling penny stock to the purchaser; receive the
purchaser's written consent to the transaction; and, provide certain written
disclosures to the purchaser. These rules may affect the ability of
broker-dealers to make a market in, or trade our shares. In turn, this may
make
it very difficult for investors to resell those shares in the public
market.
LEGAL
PROCEEDINGS
Corporate
Outfitters, Inc. is not currently a party to any legal proceedings. Corporate
Outfitters' agent for service of process in Delaware is: The
Company Corporation, 2711 Centerville Road, Suite 400, Wilmington,
Delaware 19808.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Corporate
Outfitters' executive officers and directors and their respective ages as
of
June 30, 2007 is as follows:
Directors:
Executive
Officers:
|
|
Name
of Officer
|
Age
|
Office
|
|
|
David
Taigan
|
35
|
President,
Chief Financial
Officer
|
The
term
of office for each director is one year, or until the next annual meeting
of the
shareholders.
Biographical
Information
Set
forth
below is a brief description of the background and business experience of
our
executive officer and director for the past five years
David
Taigen, President, Member of the Board of Directors,age
35.
Mr.
Taigen has been in the promotional apparel business for over 10 years. He
began
his career in the industry as a Sales Representative for Northwest Athletics,
a
specialty uniform and apparel maker in Spokane, WA, developing new business
and
managing key accounts. He was promoted to General Manager where
he supervised all aspects of the company from Sales & Marketing to
Accounting and Human Resources. After five years at Northwest
Athletics, Mr. Taigen founded Corporate Outfitters (no relation to Corporate
Outfitters, Inc., the subject of this Prospectus) in 2002. As
the founder and owner of the company, Mr. Taigen oversaw all facets of the
company’s operation. He established many key contacts with vendors
and equipment manufacturers. After two successful years, Mr. Taigen
sold his company and was recruited to his current position as Sales Manager
of
Action Sportswear in Spokane, WA. In this role, Mr. Taigen is
responsible for managing the sales force, forecasting budgets, and personally
handling all large corporate accounts.
Mr.
Taigan will be able to spend up to 10 hours per week on the development of
Corporate Outfitters, Inc. at no cost to the Company.
Corporate
Outfitters' sole Officer and Director has not been involved, during the past
five years, in any bankruptcy proceeding, conviction or criminal proceedings;
has not been subject to any order, judgment, or decree, not subsequently
reversed or suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities;
and
has not been found by a court of competent jurisdiction, the Commission or
the
Commodity Futures trading Commission to have violated a federal or state
securities or commodities law.
Employment
Agreements
There
are
currently no employment agreements and none are anticipated to be entered
into
within the next twelve months.
Significant
Employees
Corporate
Outfitters has no significant employees other than the officer and director
described above, whose time and efforts are being provided to Corporate
Outfitters without compensation.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to
Corporate Outfitters to own more than 5% of the outstanding common stock
as of
June 30, 2007 , and by the officers and directors, individually and as a
group.
Except as otherwise indicated, all shares are owned directly.
|
Title
of class
|
|
Name
and address
of
beneficial owner
|
|
Amount
of
beneficial
ownership
|
|
Percent
of
class
|
| |
|
|
|
|
|
|
|
Common
Stock
|
|
David
Taigan
3327
West Indian Trail Road
Suite
152
|
|
2,000,000
shares
|
|
95%
|
The
percent of class is based on 2,100,000 shares of common stock issued and
outstanding as of June 30, 2007
DESCRIPTION
OF SECURITIES
General
The
authorized capital stock consists of 75,000,000 shares of common stock at
a par
value of $0.001 per share.
Common
Stock
As
of
June 30, 2007, there are 2,100,000 shares of common stock issued and
outstanding. 2,000,000 shares are held by our Officer / Director,
David Taigen. Jameson Capital, LLC was issued 100,000 shares in lieu
of services rendered on March 28, 2007.
Holders
of common stock are entitled to one vote for each share on all matters submitted
to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Holders of
common
stock representing a majority of the voting power of Corporate Outfitters
capital stock issued and outstanding and entitled to vote, represented in
person
or by proxy, are necessary to constitute a quorum at any meeting of company
stockholders. A vote by the holders of a majority of the outstanding shares
is
required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to the articles of
incorporation.
Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment
of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of the common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the common stock.
SHAREHOLDERS
Each
shareholder has sole investment power and sole voting power over the shares
owned by such shareholder.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had,
or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor
was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Timothy
S. Orr, Esquire, of Spokane, Washington, an independent legal counsel, has
provided an opinion on the validity of Corporate Outfitters, Inc.’s issuance of
common stock and is presented as an exhibit to this filing.
The
financial statements included in this Prospectus and in the Registration
Statement have been audited by Kyle Tingle, CPA, LLC, 3145 East Warm Springs
Road, Suite 450, Las Vegas, NV 89120 to the extent and for the period set
forth
in their report (which contains an explanatory paragraph regarding Corporate
Outfitters' ability to continue as a going concern) appearing elsewhere herein
and in the Registration Statement, and are included in reliance upon such
report
given upon the authority of said firm as experts in auditing and
accounting.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
By-laws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted
by the
provisions of Delaware General Corporation Law. Under such provisions, the
director, officer, corporate employee or agent who in his capacity as such
is
made or threatened to be made, party to any suit or proceeding, shall be
indemnified if it is determined that such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best
interests of our company.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers, and persons controlling our company
pursuant to the foregoing provision, or otherwise, we have been advised that
in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against
public
policy to a court of appropriate jurisdiction. We will then be governed by
the
court's decision.
ORGANIZATION
WITHIN LAST FIVE YEARS
Corporate
Outfitters was incorporated on March 9, 2007, under the laws of the state
of
Delaware.
There
are
no promoters being used in relation with this offering. No persons who may,
in
the future, be considered a promoter will receive or expect to receive any
assets, services or other consideration from Corporate Outfitters. No assets
will be or are expected to be acquired from any promoter on behalf of Corporate
Outfitters. In addition, see Certain Relationships and Related Transactions
on
page 26.
DESCRIPTION
OF BUSINESS
Business
Development
Corporate
Outfitters Inc. was incorporated on March 9, 2007, in the state of Delaware.
Corporate Outfitters has never declared bankruptcy, it has never been in
receivership, and it has never been involved in any legal action or proceedings.
Since becoming incorporated, Corporate Outfitters has not made any significant
purchase or sale of assets, nor has it been involved in any mergers,
acquisitions or consolidations. Corporate Outfitters is not a blank check
registrant as that term is defined in Rule 419(a)(2) of Regulation C of the
Securities Act of 1933, since it has a specific business plan or
purpose.
Business
of Issuer
General
Corporate
Outfitters Inc. is a development stage company and was organized on March
9,
2007 to enter into the promotional apparel and products industry.
According
to a study sponsored by the Promotional Products Association International
and
conducted by researchers at Louisiana State University and Glenrich Business
Studies, the promotional products industry in the United States was estimated
to
be $17.3 billion dollars in 2004.
Corporate
Outfitters plans to source and then import novel promotional products from
China
to sell to corporations and associations that use promotional products as
part
of their overall advertising and marketing strategies. The Company plans
to hire
contractors in the United States to emblaze, embroider, or otherwise affix
a
customer’s corporate logo or message to the products.
According
to a study of more than 15,000 promotional product distributors conducted
by
researchers at Louisiana State University and Glenrich Business Studies,
over
29% of all sales of promotional products are what the industry calls
“wearables”. This product category includes t-shirts, golf-shirts, aprons, caps,
headbands, neckwear and footwear.
The
largest market category for promotional products is business gifts, accounting
for almost 18% of industry sales. Trade show giveaways account for over 12%
of
industry sales.
Competition
The
promotional apparel and products industry is mature and has many levels of
competition. The industry in general is very fragmented - although
many large, well-capitalized companies exist on a national level, most of
our
competition will come from companies focused within their local or regional
market. Most companies have two channels of
distribution: sales through corporate efforts or independent sales
agents; and sales through their internet website.
Examples
of large competitors include Allied Specialty Company, of Davie,
Florida, who has been operating for over fifty years and does business
throughout the United States while also exporting to Canada, Latin America
and
Western Europe, as well as Bernco Specialty Advertising of Bethpage,
New York, in business since 1947. Many companies are regionally
focused firms in terms of distribution. Examples include Elite
Design, with offices in Clinton Township, Michigan, and manufacturing
facilities in Mansfield, Ohio, and Promotional Concepts, Inc. in
Alameda, CA, who has operated successfully since 1992. Hundreds of
smaller competitors exist nationwide who thrive in their local markets
only. In Spokane, Washington, home of Corporate Outfitters, Inc.,
several well established companies exist doing business both locally and
regionally. Examples include Stadium Sports, Cuda Buffalo
Apparel, Inc. and Wildrose Graphics.
There
can
be no assurance that Corporate Outfitters will ever be able to compete with
any
of the competitors described herein. In addition, there may be other
competitors the company is unaware of at this time that would also impede
or
prevent the company’s success.
Please
see RISK FACTORS described herein.
Marketing
Once
the
company has secured its initial promotional products and has purchased its
sample inventory, the company intends to embark on a two-pronged marketing
campaign. The company will, through direct marketing and telephone solicitation,
contact corporations that use promotional products as an integral part of
their
overall marketing and brand awareness plan. Many of these organizations will
have giveaway promotional products at special corporate events (trade shows,
vendor meetings, employee meetings, etc.).
The
types
of products used for giveaways include name badges, balls, cell phone holders,
drink containers, key rings, mouse pads, writing pens and stickers bearing
the
sponsors logo.
The
company will develop a website to place pictures of the promotional products
it
wishes to sell to its perspective customers. Customers will be able to visit
the
web site and view products categorized by both type and price. The
website will allow a customer to “upload” an electronic version of the company
logo that they want embossed, embroidered or otherwise affixed to the product
they are purchasing.
The
second prong of the company's marketing efforts would commence once the company
has secured an agreement to use a known brand or logo on its line of promotional
products. The company will, through direct marketing efforts, begin to approach
large retailers who may be interested in the company's promotional product
line
with known branding and logos. The company will also display the branded
products on its website for consumers to buy and will also use other electronic
marketing outlets like eBay and Yahoo auction sites.
Products
and Services
The
company will travel to Asia to locate low cost, high margin products from
reputable manufacturers and subsequently offer these products to corporations
for promotional purposes. Even though the company intends to have a base
line of
promotional products, it does intend to find specific products when requested
to
do so from a prospective customer. The company intends to focus on products
in
two price ranges: one line of products (approximately 40) will be under the
two
dollar range to be marketed for corporate giveaways for special events and
tradeshows. Examples include key rings, writing pens, mouse pads,
letter openers, golf tees and tools, drink holders, luggage tags, and other
inexpensive items commonly used in both business and leisure environments.
The
company also intends to seek out premium promotional products in the “wearable”
sector including t-shirts, polo shirts, denim shirts, aprons, hats, headbands,
outerwear, neckwear and footwear, all priced in the $10 - $50 price
range.
Product
Launch
The
company anticipates traveling to China within 60 days of completing this
offering to source its initial promotional product line. Once the company
has
chosen its product line, it will order its samples. The company anticipates
it
will take an additional 60 days for the samples to arrive in North America.
Once
the samples arrive, the company intends to begin the development of its website
and begin direct telephone marketing to corporations who may be interested
in
purchasing its products or to corporations that have recognized brands and
logos
that would be interested in licensing its brands and logos for a royalty
on
product sales through traditional retail outlets.
Competitive
Advantages
There
are
many competitors in the promotional products industry in North America. Current
statistics estimate that over 21,000 companies supply promotional products.
The
company feels it will have a competitive advantage over most of its competitors
because the company intends to travel to China and purchase products directly
from the manufacturer resulting in a pricing advantage over its competitors.
Most promotional companies tend to attend trade shows in North America to
purchase their products from representatives based in Hong Kong or
America. Prices offered by such representatives typically include a
mark-up of 20% - 40% that can be eliminated if purchasing directly from the
manufacturers in China. Many companies do not feel comfortable traveling
to
China and feel they can source most of their products by attending North
American trade shows. The company's market research to date shows that it
can
purchase products directly from China-based manufacturers at a significant
cost
reduction to the pricing currently available from representatives in Hong
Kong
or North America.
As
of the
date of this Prospectus, Corporate Outfitters has not hired any Consultants
to
assist in the development of our website. When and if this
registration becomes effective, the Company will interview and hire a Website
Consultant to perform the following:
|
|
·
|
design,
construct and implement the website
|
|
|
·
|
create
and optimize graphics interface and HTML files to be uploaded onto
a web
server
|
|
|
·
|
create
navigation functionality and link set up onto multiple HTML
pages
|
|
|
·
|
assist
in developing an overall internet marketing strategy to include
links to
industry related sites, placement of banners ads, search engine
positioning, and email marketing
campaigns.
|
Employees
Other
than Corporate Outfitters' Director and Executive Officer who is currently
donating his time to the development of the Company, there are no employees
of
the Company. Corporate Outfitters has no intention to hire employees until
the
business has been successfully launched with sales revenues flowing into
it.
Corporate Outfitters' Officer and Director intends to do whatever work is
necessary to bring the Company to the point of earning revenues from the
sale of
the products. Human resource planning will be part of an ongoing process
that
will include constant evaluation of operations and revenue
realization.
REPORTS
TO SECURITY HOLDERS
Corporate
Outfitters is not required to provide annual reports to security holders.
After
the registration of the shares to be sold by way of this prospectus, Corporate
Outfitters is expected to be fully reporting and will make available an annual
report in the form of its report on Form 10-KSB, which will include audited
financial statements.
Upon
effectiveness of this Form SB-2, Corporate Outfitters expects to be subject
to
the reporting requirements of the Securities and Exchange Commission ("SEC")
and
will file reports including, but not limited to, Annual Reports on Form 10-KSB,
Quarterly Reports on Form 10-QSB, Current Event Reports on Form 8-K, and
Proxy
Statements on Schedule 14.
The
public may read and copy any materials Corporate Outfitters files with the
SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C.
20549. The Public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and
other
information regarding issuers that file electronically with the SEC and the
address of that site is www.sec.gov.
PLAN
OF OPERATION
This
section of the prospectus includes a number of forward- looking statements
that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar
expressions,
or
words
which, by their nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply only as of the
date
of this prospectus. These forward-looking states are subject to certain risks
and uncertainties that could cause actual results to differ
materially
from
historical results or our predictions.
We
are a
start-up corporation attempting to enter into the promotional products industry.
We have not yet generated or realized any revenues from business
operations.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This
is
because we have not generated any revenues and no revenues are anticipated
until
we begin marketing our products to customers. Accordingly, we must raise
cash
from sources other than revenues generated from the sale of our promotional
products. Our only other source for cash at this time is investments
by others in this offering.
We
must
raise cash to implement our project. The minimum amount of funds raised from
the
offering that we feel will allow us to implement our business strategy is
$25,000. We feel if we can raise the maximum amount of the offering ($100,000),
the company will be able to accelerate the implementation of its
business
strategy by hiring more experienced marketing consultants and by attending
more
customer-oriented trade shows.
The
line
of promotional products the company chooses to purchase and the appeal of
those
products to both corporations and consumers will determine our success or
failure.
It
is
essential to the company's success that it can demonstrate timely delivery
of
the product orders it generates from its customers. The company anticipates
in
the giveaway promotional market that orders will be time sensitive, as they
will
be used at a specific event on a specific date.
The
company's success is also reliant on its ability to purchase products directly
from the manufacturer. We cannot state whether we will be successful in
negotiating competitive pricing from these manufacturers. The company will
not
attempt to begin sourcing products until we have raised capital from this
offering.
To
meet
our need for cash, we are attempting to raise funds from this offering. Whatever
funds we do raise, will be applied to the items set forth in the Use of Proceeds
section of this prospectus. If we can source a desirable promotional line
that
we can purchase and we receive a positive reaction from our potential customers,
it is feasible we may have to attempt to raise additional money through a
subsequent private placement, public offering or through loans to purchase
additional inventory or finance large product orders. If we do not raise
all of
the funds we need from this offering to complete our initial promotional
product
sourcing and sample purchases, we will have to find alternative sources,
like a
second public offering, a private placement of securities, or loans from
our
officers or others.
At
present, our officer is unwilling to make any commitment to loan us any money
at
this time, but may reconsider if we source desirable promotional products
at
reasonable pricing. At the present time, we have not made any
arrangements to raise additional cash, other than through this offering.
If we
need additional cash and can't raise it, we will either have to suspend
marketing operations until we do raise the cash, or cease operations entirely.
If we raise the maximum amount of money from this offering, it is estimated
that
it will satisfy expenditures for twelve to fourteen months. Other than as
described in this paragraph, we have no other financing plans.
If
we are
unable to complete any phase of our promotional product sourcing or marketing
efforts because we don't have enough money, we will cease our sourcing and
or
marketing operations until we raise more money. Attempting to raise additional
capital after failing in any phase of our promotional product-sourcing plan
would be difficult. As such, if we cannot secure additional proceeds we will
have to cease operations and investors would lose their entire
investment.
Management
does not plan to hire additional employees at this time. Our President will
be
responsible for the initial promotional product sourcing. Once the company
is
ready to build its Internet website, it will hire an independent consultant
to
build the site. The company also intends to hire sales representatives initially
on a commission only basis to keep administrative overhead to a
minimum.
From
inception to June 30, 2007 the company's business operations have primarily
been
focused on developing an executive marketing strategy, along with industry
market research and competitive analysis. The Company has also dedicated
time to
the preparation of its registration statement, including accounting and
auditing.
Over
the
next 12 months the company must raise additional capital after this registration
statement becomes effective. The company must begin the process of sourcing
its
products in order to supply perspective customers with product samples. The
company must develop a web site in order to showcase its products,
hire
commission only sales staff and begin a sales and marketing
campaign.
The
Company anticipates it will be able to begin sourcing products within 120
days
of this registration statement becoming effective. The sourcing process would
entail the company's management deciding which factories in China it would
like
to visit to purchase product samples and negotiate pricing and delivery of
the
products chosen. Once the company has identified its potential product suppliers
the company's President will travel to Asia and visit the identified product
manufacturers. The company anticipates it will have its initial product samples
within 180 days of this registration statement becoming effective. The company
anticipates the minimum cost of travel and initial sample orders to be
$8,000.
Once
the
company has taken physical delivery of its initial product samples the company
will have to develop a website to showcase its product line to prospective
customers. The company anticipates that the cost to fully develop the web
site
would be $15,000. The company anticipates that the web site could be functional
approximately 270 days after this registration becomes effective.
The
company will have to hire a commission sales person to begin its sales and
marketing efforts. The company anticipates it will hire a commission sales
person within approximately 270 days of this registration statement becoming
effective. The company anticipates the costs of its sales and marketing efforts
to be $40,000. The company anticipates the sales cycle (the length of time
between initial customer contact and sale completion) to be a minimum of
90
days. The company anticipates it would complete initial product sales 360
days
after this registration statement becomes effective.
Limited
Operating History; Need for Additional Capital
There
is
no historical financial information about us upon which to base an evaluation
of
our performance. Corporate Outfitters was incorporated in the State of Delaware
on March 9,2007; we are a development stage company attempting to enter into
the
promotional products industry and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment
of a
new business enterprise, including limited capital resources, and implementation
of our business strategies.(See "Risk Factors").
To
become
profitable and competitive, we must first source desirable promotional products
overseas; negotiate favorable pricing and delivery, and purchase initial
samples
to provide to prospective customers.
We
are
seeking equity financing though this offering to provide for the capital
required to source our initial promotional products. Equity financing could
result in additional dilution to existing shareholders. There is no assurance
we
will receive the required financing to complete our initial promotional product
sourcing.
Even
if
we are successful in raising proceeds from this offering we have no assurance that future
financing will be available to us on acceptable terms. If financing is not available
on satisfactory terms, we may be unable to continue, develop or expand
our
operations.
At
the
present time, Corporate Outfitters has sufficient funds to address the
administrative costs of this offering only. This assumption is based on
the fact
that, as of June 30, 2007, Corporate Outfitters had cash on hand (less
outstanding checks) of $4,135. As per Other Expenses Of Issuance And
Distribution on page 31, Corporate Outfitters intends to spend $4,304 related
to
this offering. As of June 30, 2007, approximately $865 of the $4,304 has
already
been spent, thereby leaving an additional $3,439 estimated to be spent
on this
offering. This leaves $696 for general operating expenses while Corporate
Outfitters waits for this filing to become effective. However, as explained
in
Note 1 of the June 30, 2007 financial statements, Corporate Outfitters
has no
established source of revenue and has suffered an operating loss in its
initial
periods of operations.
Corporate
Outfitters has no plans to undertake product research and development during
the
term covered by this registration. There are also no plans or expectations
to
purchase or sell any plant and or significant equipment in the first year
of
operations. Management also has no intention of hiring a significant number
of
employees during the first year of operations.
Expenditures
The
following chart provides an overview of our budgeted expenditures by major
area
of activity for the twelve (12) month period upon effectiveness of this
Registration Statement and subsequent sale of its common shares to the
public.
| |
|
If
25% of
|
|
|
If
50% of
|
|
|
If
75% of
|
|
|
If
100% of
|
|
| |
|
Shares
Sold
|
|
|
Shares
Sold
|
|
|
Shares
Sold
|
|
|
Shares
Sold
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROCEEDS FROM THIS OFFERING
|
|
$ |
25,000
|
|
|
$ |
50,000
|
|
|
$ |
75,000
|
|
|
$ |
100,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
OFFERING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEC
Filing Expenses
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
Printing
|
|
$ |
200
|
|
|
$ |
200
|
|
|
$ |
200
|
|
|
$ |
200
|
|
|
Transfer
Agent
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
|
$ |
1,500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
|
$ |
3,200
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: PRODUCT
SOURCING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
& Domestic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel
/ Product Sourcing
|
|
$ |
3,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
|
$ |
10,000
|
|
|
Initial
Sample Purchases
|
|
$ |
5,000
|
|
|
$ |
10,000
|
|
|
$ |
15,000
|
|
|
$ |
15,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
8,000
|
|
|
$ |
17,500
|
|
|
$ |
25,000
|
|
|
$ |
30,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
SALES & MARKETING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Web
Site Development
|
|
$ |
3,000
|
|
|
$ |
7,500
|
|
|
$ |
12,000
|
|
|
$ |
15,000
|
|
|
Trade
Show Attendance
|
|
$ |
3,000
|
|
|
$ |
6,000
|
|
|
$ |
9,000
|
|
|
$ |
12,000
|
|
|
Mass
Email Campaign
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
8,500
|
|
|
$ |
18,500
|
|
|
$ |
28,500
|
|
|
$ |
37,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
ADMINISTRATION EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office,
Stationery, Telephone, Internet
|
|
$ |
2,000
|
|
|
$ |
3,000
|
|
|
$ |
5,000
|
|
|
$ |
8,000
|
|
|
Legal
and Accounting
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
7,500
|
|
|
$ |
10,000
|
|
|
Office
Temp
|
|
|
0
|
|
|
$ |
2,500
|
|
|
$ |
5,000
|
|
|
$ |
10,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUB-TOTAL
|
|
$ |
4,500
|
|
|
$ |
10,500
|
|
|
$ |
17,500
|
|
|
$ |
28,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
$ |
24,200
|
|
|
$ |
49,700
|
|
|
$ |
74,200
|
|
|
$ |
98,200
|
|
The
above figures represent only estimated costs.
Legal
and Accounting Fees: This item refers to normal legal and accounting costs
associated with maintaining a publicly traded company. Corporate Outfitters
expects to incur and pay these expenditures throughout the year.
Consulting
and Professional Fees: These fees refer to the cost of consulting with
industry experts.
Advertising
and Promotional Expenses: This item refers to the cost of providing product
and service information through the homebuilders associations, which is
necessary to find small builders.
Communications
Expenses: This item refers to telecommunication,
website hosting, and all other related forms of communication
costs.
Website
Development: This item refers to all costs associated with Corporate
Outfitters' website development.
Office,
Rent, and Miscellaneous Expenses: This item refers to office rent, transfer
agent fees, office supplies, postage, courier and other miscellaneous costs
that
have not been otherwise listed - such as bank service charges or other sundry
items.
There
can be no guarantee or assurance that the Company will be able to sell the
shares it is registering within this prospectus. If the Company is
unable to sell its shares as described above its business would fail and
shareholders would lose all of their investment.
DESCRIPTION
OF PROPERTY
Mr.
Taigan is currently allowing the company the use of his home office at no
cost
to the company. The company’s mailing address is located at 3327 West
Indian Trail Road, Suite 152 Spokane, WA 99208-4762. The telephone
number is (509) 290-2847. Corporate Outfitters does not own any real
property.
Corporate
Outfitters does not have any investments or interests in any real
estate.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
There
are
no promoters being used in relation with this offering, except that under
the
definition of promoter in Rule 405 of Regulation C of the Securities Act
of
1933, David Taigan as founder of Corporate Outfitters, Inc. is considered
a
promoter with respect to this offering. No persons who may, in the future,
be
considered a promoter will receive or expect to receive assets, services
or
other consideration from us. No assets will be or are expected to be acquired
from any promoter on behalf of Corporate Outfitters. We have not entered
into
any agreements that require disclosure to our shareholders.
None
of
the following parties has, since the date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
-The
sole
Officer and Director;
-Any
person proposed as a nominee for election as a director;
-Any
person who beneficially owns, directly or indirectly, shares carrying more
than
5% of the voting rights attached to the outstanding shares of common
stock;
-Any
relative or spouse of any of the foregoing persons who have the same house
as
such person.
David
Taigan loaned Corporate Outfitters $1, which was used for opening the initial
bank account for Corporate Outfitters. There are no terms on the
loan.
Corporate
Outfitters issued 100,000 shares of Common stock to Jameson Capital, LLC
for
$1,000 of services. Value was determined as an arms length
transaction between non-related parties.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No
Public Market for Common Stock
There
is
presently no public market for the common stock. Corporate Outfitters
anticipates applying for trading of the common stock on either the OTCBB
upon
the effectiveness of the registration statement of which this prospectus
forms a
part. However, Corporate Outfitters can provide no assurance that the shares
will be traded on the OTCBB or, if traded, that a public market will
materialize.
Holders
of The Common Stock
As
of the
date of this registration statement, Corporate Outfitters had one (1) registered
shareholder.
Rule
144 Shares
A
total
of 2,000,000 shares of our common stock are available for resale to the public
after March 21, 2008 and an additional 100,000 shares on March 29, 2008 in
accordance with the volume and trading limitations of Rule 144 of the Act.
In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least one year
is
entitled to sell within any three month period a number of shares that does
not
exceed the greater
of:
|
|
1.
|
1%
of the number of shares of the company's common stock then outstanding
which, in our case, will equal 20,100 shares as of the date of
this
prospectus; or
|
|
|
2.
|
the
average weekly trading volume of the company's common stock during
the
four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
|
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about
the
company.
Under
Rule 144(k), a person who is not one of the company's affiliates at any time
during the three months preceding a sale, and who has beneficially owned
the
shares proposed to be sold for at least two years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
As
of the
date of this prospectus, persons who are our affiliates hold 2,000,000 shares
that may be sold pursuant to Rule 144. A non-affiliated entity,
Jameson Capital, LLC, owns 100,000 Rule 144 shares. Timothy S. Orr,
Attorney at Law, whom provided the opinion letter of validity of issuance
of
common stock provided as an exhibit herein is a member of Jameson Capital,
LLC.
Stock
Option Grants
To
date,
Corporate Outfitters has not granted any stock options.
Registration
Rights
Corporate
Outfitters has not granted registration rights to any persons.
Dividends
There
are
no restrictions in our articles of incorporation or bylaws that prevent us
from
declaring dividends. The Delaware Revised Statutes, however, do prohibit
us from
declaring dividends where, after giving effect to the distribution of the
dividend:
|
|
1.
|
we
would not be able to pay our debts as they become due in the usual
course
of business; or
|
|
|
2.
|
our
total assets would be less than the sum of our total liabilities
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the distribution.
|
Corporate
Outfitters, Inc. has not declared any dividends, and does not plan to declare
any dividends in the foreseeable future.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
|
Name
and
principal
position
|
|
Fiscal
Year
|
|
Salary
|
|
Bonus
|
|
Other
annual compensation
|
|
Restricted
stock
award(s)
|
|
Securities
underlying
options/
SARs
|
|
LTIP
payouts
|
|
All
other
compensation
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Taigan
Director,
President
|
|
2007
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
There
has
been no cash payment paid to the executive officer for services rendered
in all
capacities to us for the period ended June 30, 2007. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period
ended
June 30, 2007. No compensation is anticipated within the next six
months to any officer or director of the Company.
Stock
Option Grants
Corporate
Outfitters did not grant any stock options to the executive officer during
the
most recent fiscal period ended June 30, 2007. Corporate Outfitters has also
not
granted any stock options to the executive officer since incorporation, March
9,
2007.
Employment
Agreements
There
are
no employment agreements
FINANCIAL
STATEMENTS
Report
of Independent Registered Public Accounting Firm
To
the
Board of Directors
Corporate
Outfitters, Inc.
Spokane
Washington
We
have
audited the accompanying balance sheet of Corporate Outfitters, Inc. (A
Development Stage Enterprise) as of June 30, 2007 the related statements
of
operations, stockholders’ equity (deficit), and cash flows for the period March
9, 2007 (inception) through June 30, 2007. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the
financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the financial position of Corporate Outfitters, Inc.
(A
Development Stage Enterprise) as of June 30, 2007 and the results of its
operations and cash flows for period March 9, 2007 (inception) through
June 30,
2007, in conformity with U.S. generally accepted accounting
principles.
The
accompanying financial statements have been prepared assuming that the
Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has limited operations and has no established source
of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kyle
L.
Tingle, CPA, LLC
Las
Vegas, Nevada
(A
Development Stage Enterprise)
| |
|
June
30,
|
|
|
|
|
| |
|
|
|
|
2007
|
|
|
ASSETS
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$ |
4,125
|
|
|
$ |
4,585
|
|
|
Total
Current Assets
|
|
|
4,125
|
|
|
|
4,585
|
|
| |
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
4,125
|
|
|
$ |
4,585
|
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
-
|
|
|
$ |
-
|
|
|
Related
party payable
|
|
|
1
|
|
|
|
1
|
|
|
Total
Current Liabilities
|
|
|
1
|
|
|
|
1
|
|
| |
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value;
|
|
|
|
|
|
|
|
|
|
|
|
|
210
|
|
|
|
210
|
|
|
Additional
paid-in capital
|
|
|
5,790
|
|
|
|
5,790
|
|
|
Accumulated
deficit
|
|
|
(1,876 |
) |
|
|
(1,416 |
) |
|
Total
Stockholders' Equity
|
|
|
4,124
|
|
|
|
4,584
|
|
| |
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$ |
4,125
|
|
|
$ |
4,585
|
|
See
accompanying notes to these financial statements.
CORPORATE
OUTFITTERS, INC
(A
Development Stage Enterprise)
STATEMENTS
OF OPERATIONS
| |
|
|
|
|
|
|
|
|
|
| |
|
Three
months
|
|
|
(Date
of Inception)
|
|
|
(Date
of Inception)
|
|
| |
|
ended
|
|
|
through
|
|
|
through
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$ |
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
10
|
|
|
|
1,416
|
|
|
|
1,426
|
|
|
Legal
and accounting
|
|
|
450
|
|
|
|
-
|
|
|
|
450
|
|
|
Total
operating expenses
|
|
|
460
|
|
|
|
1,416
|
|
|
|
1,876
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(460 |
) |
|
|
(1,416 |
) |
|
|
(1,876 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(460 |
) |
|
$ |
(1,416 |
) |
|
$ |
(1,876 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER COMMON SHARE, BASIC AND DILUTED
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
DILUTED
|
|
|
2,100,000
|
|
|
|
2,100,000
|
|
|
|
2,100,000
|
|
See
accompanying notes to these financial statements.
CORPORATE
OUTFITTERS, INC
(A
Development Stage Enterprise)
STATEMENT
OF STOCKHOLDERS' EQUITY
| |
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
| |
|
Common
Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
| |
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.025 per share
|
|
|
2,000,000
|
|
|
$ |
200
|
|
|
$ |
4,800
|
|
|
$ |
-
|
|
|
$ |
5,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services at $.01 per share
|
|
|
100,000
|
|
|
|
10
|
|
|
|
990
|
|
|
|
|
|
|
|
1,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,416 |
) |
|
|
(1,416 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,100,000
|
|
|
$ |
210
|
|
|
$ |
5,790
|
|
|
$ |
(1,416 |
) |
|
$ |
4,584
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460 |
) |
|
|
(460 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,100,000
|
|
|
$ |
210
|
|
|
$ |
5,790
|
|
|
$ |
(1,876 |
) |
|
$ |
4,124
|
|
See
accompanying notes to these financial statements.
CORPORATE
OUTFITTERS, INC
(A
Development Stage Enterprise)
STATEMENTS
OF CASH FLOWS
| |
|
|
|
|
|
|
|
|
|
| |
|
Three
Months
|
|
|
(Date
of Inception)
|
|
|
(Date
of Inception)
|
|
| |
|
Ended
|
|
|
through
|
|
|
through
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$ |
(460 |
) |
|
$ |
(1,416 |
) |
|
$ |
(1,876 |
) |
|
Common
stock issued for services
|
|
|
-
|
|
|
|
1,000
|
|
|
|
1,000
|
|
|
Adjustments
to reconcile net loss to net cash provided (used) by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided (used) by operating activities
|
|
|
(460 |
) |
|
|
(416 |
) |
|
|
(876 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS PROVIDED BY INVESTING ACTIVITIES:
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related
party payable
|
|
|
-
|
|
|
|
1
|
|
|
|
1
|
|
|
Proceeds
from sale of common stock
|
|
|
-
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
|
5,001
|
|
|
|
5,001
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(460 |
) |
|
|
4,585
|
|
|
|
4,125
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
4,585
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$ |
4,125
|
|
|
$ |
4,585
|
|
|
$ |
4,125
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$ |
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
|
Interest
paid
|
|
$ |
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
See
accompanying notes to these financial statements.
CORPORATE
OUTFITTERS, INC
NOTES
TO
THE FINANCIAL STATEMENTS
NOTE
1 – DESCRIPTION OF BUSINESS
Corporate
Outfitters, Inc. (“Company”) was organized on March 9, 2007 under the laws of
the State of Delaware. The Company currently has no
operations and, in accordance with Statement of Financial Accounting Standard
(SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is
considered a Development Stage Enterprise.
The
Company is looking to enter into the promotional branding industry with
the
objective of adding value to a wide variety of products by endorsing them
with
the corporate logos of a company for use by the company’s employees or as gifts
or promotional items. The Company’s year-end is March
31.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
This
summary of significant accounting policies of Corporate Outfitters, Inc,
is
presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of
the Company’s management, which is responsible for their integrity and
objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America, and have
been
consistently applied in the preparation of the financial
statements.
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Accounting
Method
The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted
in the
United States of America.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly
liquid
investments and short-term debt instruments with original maturities of
three
months or less to be cash equivalents. There were no cash equivalents
as of June 30, 2007 and March 31, 2007.
CORPORATE
OUTFITTERS, INC
NOTES
TO
THE FINANCIAL STATEMENTS
Earnings
Per Share
The
Company has adopted Statement of Financial Accounting Standards No. 128,
“Earnings Per Share,” which provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per share includes no
dilution and is computed by dividing net income (loss) available to common
shareholders by the weighted average common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution of
securities that could share in the earnings of an entity similar to fully
diluted earnings per share. Basic and diluted loss per share were the
same, at the reporting dates, as there were no common stock equivalents
outstanding.
Fair
Value of Financial Instruments
The
Company's financial instruments as defined by Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
include cash, trade accounts receivable, and accounts payable and accrued
expenses. All instruments are accounted for on a historical cost
basis, which, due to the short maturity of these financial instruments,
approximates fair value at June 30, 2007.
Income
Taxes
Income
taxes are provided based upon the liability method of accounting pursuant
to
Statement of Financial Accounting Standards No. 109 “Accounting for Income
Taxes.” Under this approach, deferred income taxes are recorded to
reflect the tax consequences in future years of differences between the
tax
basis of assets and liabilities and their financial reporting amounts at
each
year-end. A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the “more likely than
not” standard imposed by SFAS No. 109 to allow recognition of such an
asset.
Recent
Accounting Pronouncements
In
February 2007, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement
No.
115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value.
The
objective is to improve financial reporting by providing entities with
the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. This statement is expected to expand the use of
fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This statement is
effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company’s financial
condition or results of operations.
CORPORATE
OUTFITTERS, INC
NOTES
TO
THE FINANCIAL STATEMENTS
In
September 2006, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87,88,106, and 132(R)” (hereinafter “SFAS No. 158”). This statement requires
an employer to recognize the overfunded or underfunded statues of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset
or
liability in its statement of financial position and to recognize changes
in
that funded status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not for
profit organization. This statement also requires an employer to measure
the
funded status of a plan as of the date of its year end statement of financial
position, with limited exceptions. The adoption of this statement had no
immediate material effect on the Company’s financial condition or results of
operations.
In
September 2006, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 157, "Fair Value Measurements," (hereinafter
"SFAS No. 157") which defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. Where applicable, SFAS No. 157
simplifies and codifies related guidance within GAAP and does not require
any
new fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
adoption is encouraged. The Company has not yet determined the financial
impact
of adopting SFAS No. 157.
In
June
2006, the Financial Accounting Standards Board issued FASB Interpretation
No.
48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition
threshold and measurement attribute for the financial statement recognition
and
measurement of a tax position taken or expected to be taken in a tax return.
FIN
48 also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN
48 is
effective for fiscal years beginning after December 15, 2006. The Company
does
not expect the adoption of FIN 48 to have a material impact on its financial
reporting, and the Company is currently evaluating the impact, if any the
adoption of FIN 48 will have on its disclosure requirements.
In
February 2006, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
No. 155”). This statement established the accounting for certain derivatives
embedded in other instruments. It simplifies accounting for certain hybrid
financial instruments by permitting fair value remeasurement for any hybrid
instrument that contains an embedded derivative that otherwise would require
bifurcation under SFAS No. 133 as well as eliminating a restriction on
the
passive derivative instruments that a qualifying special-purpose entity
(“SPE”)
may hold under SFAS No. 140. This statement allows a public entity to
irrevocably elect to initially and subsequently measure a hybrid instrument
that
would be required to be separated into a host contract and derivative in
its
entirety at fair value (with changes in fair value recognized in earnings)
so
long as that instrument is not designated as a hedging instrument pursuant
to
the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to
a
beneficial interest other than another derivative financial instrument.
This
statement is effective for fiscal years beginning after September 15, 2006,
with
early adoption permitted as of the beginning of an entity’s fiscal year.
Management believes the adoption of this statement will have no immediate
impact
on the Company’s financial condition or results of operations.
CORPORATE
OUTFITTERS, INC
NOTES
TO
THE FINANCIAL STATEMENTS
Going
Concern
As
shown
in the accompanying financial statements, the Company had negative working
capital and an accumulated deficit incurred through June 30,
2007. The Company is currently attempting to raise capital in order
to initiate its business plan which will, if successful, mitigate these
factors
which raise substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or
the
amounts and classification of liabilities that might be necessary in the
event
the Company cannot continue in existence.
Management
has established plans designed to increase the sales of the Company’s products,
and decrease debt. The Company plans on continuing to reduce
expenses, and with small gains in any combination of network sales, direct
sales, international sales, and warehouse sales, believe that they will
eventually be able to reverse the present deficit. Management intends
to seek additional capital from new equity securities offerings that will
provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan. Management plans include negotiations to
convert significant portions of existing debt into equity.
An
estimated $100,000 is believed necessary to continue operations and increase
development through the next fiscal year. The timing and amount of
capital requirements will depend on a number of factors, including demand
for
products and services and the availability of opportunities for international
expansion through affiliations and other business
relationships. Management intends to seek new capital from new equity
securities issuances to provide funds needed to increase liquidity, fund
internal growth, and fully implement its business plan.
NOTE
3– CAPITAL STOCK
Common
Stock
The
Company is authorized to issue 75,000,000 shares of common stock. All
shares have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders
of more than 50% of the common stock could, if they choose to do so, elect
all
of the directors of the Company.
In
its
initial capitalization in March 2007, the Company issued 2,100,000 shares
of
common stock for a total of $5,000 in cash and $1,000 in services.
CORPORATE
OUTFITTERS, INC
NOTES
TO
THE FINANCIAL STATEMENTS
NOTE
4 – INCOME TAXES
We
did
not provide any current or deferred U.S. federal income tax provision or
benefit
for any of the periods presented because we have experienced operating
losses
since inception. We provided a full valuation allowance on the net deferred
tax
asset, consisting of net operating loss, because management has determined
that
it is more likely than not that we will not earn income sufficient to realize
the deferred tax assets during the carryforward period.
| |
|
|
|
|
|
|
|
Mar
31, 2007
|
|
| |
|
June
30,
|
|
|
March
31,
|
|
|
(inception)
to
|
|
| |
|
2007
|
|
|
2007
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Net
operating loss carryover
|
|
$ |
460
|
|
|
$ |
1,416
|
|
|
$ |
1,876
|
|
|
Permanent
differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
0
|
|
|
|
1,000
|
|
|
|
1,000
|
|
|
Net
operating loss
|
|
$ |
460
|
|
|
$ |
416
|
|
|
$ |
876
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
asset from net operating loss (35%)
|
|
$ |
161
|
|
|
$ |
146
|
|
|
$ |
307
|
|
|
Valuation
allowance
|
|
|
(161 |
) |
|
|
(146 |
) |
|
|
(307 |
) |
|
Net
deferred tax asset
|
|
$ |
0
|
|
|
$ |
0
|
|
|
$ |
0
|
|
The
net
federal operating loss carry forward will expire between 2026. This
carry forward may be limited upon the consummation of a business combination
under IRC Section 381.
NOTE
5 – RELATED PARTY TRANSACTIONS
The
sole
officer and director of the Company, loaned $1 to open the bank
account.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Corporate
Outfitters has had no changes in or disagreements with the
accountants.
OUTSIDE
BACK COVER:
Until
_______________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver
a
prospectus. This is in addition to the dealer obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments
or
subscriptions.
