Approximate date of commencement of proposed sale to public:
As soon as practical after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities At registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated Filer o Non-accelerated filer o Smaller Reporting Company x
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933
OR UNTIL THE RERGISTRATION SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
The selling shareholders named in this prospectus are offering the 1,900,000 shares of our common stock offered through this prospectus. The 1,900,000 shares offered by the selling shareholders represent 55.88% of the total outstanding shares as of the date of this prospectus. We will not receive any proceeds from this offering. We
have set an offering price for these securities of $0.02 per share of our common stock offered through this prospectus.
Offering Price
Underwriting
Discounts and
Commissions
Proceeds to
Selling Shareholders
Per Share
$
0.02
None
$
0.02
Total
$
38,000
None
$
38,000
Our common stock is presently quoted on the Over-the-Counter Bulletin Board under the symbol “MBSV.OB.” The selling shareholders will sell our shares at prevailing market prices or privately negotiated prices.
The purchase of the securities offered through this prospectus involves a high degree of risk. See section of this Prospectus entitled “Risk Factors.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The 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.
As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our”“ Mobilis Relocation Services”, “Mobilis Relocation” or “Mobilis” refers to Mobilis Relocation Services, Inc. All dollar amounts in this prospectus are in U.S. dollars
unless otherwise stated. The following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common shares.
Mobilis Relocation Services, Inc.
Mobilis Relocation Services, Inc. was incorporated in the State of Nevada as a development stage company with a mission of becoming a leading resource for an individual or family’s relocation / moving needs. It aims to offer a high value service that combines a vast array of current information, contacts, links and
other information regarding all aspects of a move, at a low cost. It will initially begin by offering a purely online presence, which will fill a gap in the current marketplace. We are still in our development stage and plan on commencing business operations in winter 2009.
We have not earned any revenues to date. We do not anticipate earning revenues until such time as we have completed our website and are able to accept business. As of September 30, 2009, we had $13,130 cash on hand and $1,441 liabilities. Accordingly our working capital position as of September 30, 2009 was $11,689.
Since our inception through September 30, 2009, we have incurred a net loss of $41,311. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.
Our fiscal year ended is March 31.
We were incorporated on November 19, 2007 under the laws of the State of Nevada. Our principal offices are located at Suite 410 – 527 15th Avenue SW, Calgary, Alberta, Canada. Our telephone number is (403) 680-8994.
The Offering
Securities Being Offered
Up to 1,900,000 shares of our common stock.
Offering Price
The offering price of the common stock is $0.02 per share. The selling stockholders will sell their shares of our common stock at a price of $0.02 per share or at prevailing market prices, prices related to prevailing market prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our shares of common stock to investors.
3,400,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders and thus there will be no increase in our issued and outstanding shares as a result of this offering. The issuance to the selling shareholders was exempt due to the provisions of Regulation
S.
Use of Proceeds
We will not receive any proceeds from the sale of the common stock by the selling shareholders.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. 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, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related To Our Financial Condition and Business Model
If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable.
Our current operating funds will cover the initial stages of our business plan; however, we currently do not have any operations and we have no income. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our
development activities. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through a loan from our president and the sale of equity capital.
Our Independent Auditor has indicated that he has substantial doubt about our ability to continue as a going concern, if true, you could lose your investment.
John Kinross-Kennedy, C.P.A., our independent auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture,
and the high rate of failure associated with this fact. We have incurred a net loss of $41,311 for the period from November 19, 2007 (inception) to September 30, 2009 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.
Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditor has made reference to the substantial doubt as to our ability to continue as a going concern in his audit report on our audited financial statements for the years ended March31, 2008, and March 31, 2009. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.
Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability
Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able
to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail
Because we are in the development stage of our business, Mr. Zenith will not be spending a significant amount of time on our business. Mr. Zenith expects to expend approximately 15 hours per week on our business. Competing demands on Mr. Zenith's time may lead to a divergence between his interests and the interests of other shareholders.
Mr. Zenith is the founder of a real estate investment management company where he focuses the majority of his time, and none of the work he will be undertaking will directly compete with Mobilis Relocation Services Inc.
Because our president owns approximately 44% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Zenith are inconsistent with the best interests of other stockholders
Mr. Zennith is our president and sole director. He owns approximately 44% of the outstanding shares of our common stock as of the date of this prospectus. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, 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. While we have no current
plans with regard to any merger, consolidation or sale of substantially all of its assets, the interests of Mr. Zenith may still differ from the interests of other stockholders. Mr. Zenith owns 1,500,000 common shares for which he paid $0.01 per share.
Because our President and sole director is a Canadian Resident, difficulty may arise in attempting to effect service or process on him in Canada
Because Mr. Zenith our sole director and officer, is a Canadian resident, difficulty may arise in attempting to effect service or process on him in Canada or in enforcing a judgment against Mobilis Relocation Services, Inc.’s assets located outside of the United States.
The success of our business depends on the continued use and growth of the Internet as a commerce platform
The existence and growth of our service depends on the continued acceptance of the Internet as a commerce platform for individuals and enterprises. The internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of Internet activity, security,
reliability, cost, ease-of-use, accessibility and quality of service. The acceptance and performance of the Internet has been harmed by “viruses,”“worms,” and “spy-ware”. If for some reason the Internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.
Because we will rely on a third-party for hosting and maintenance of our website, mismanagement or service interruptions could significantly harm our business
Our website will be hosted and maintained by a third party hosting service. Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.
Because we face significant competition our business may fail
Many of our competitors have long operating histories, greater financial, technical, and marketing resources. Because we face significant competition from other companies offering similar services, the current and possible increase in competition may result in price reductions, reduced gross margins, and could have a material
adverse effect on our business, financial condition, and results of operations.
Evolving regulation of the Internet may adversely affect us
As Internet commerce continues to evolve there may be increased regulation by federal, state and/or foreign agencies. Any new regulations which restrict our business could harm or cause our business to fail.
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their
investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.
If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline
The selling shareholders are offering 1,900,000 shares of our common stock through this prospectus Shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market
price to fall.
Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock
The shares offered by this prospectus constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. Penny stocks generally are equity securities with a price of less than $5.00. Broker/dealer practices in connection with transactions in “penny
stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must provide the customer with bid
and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules: the broker/dealer must make a special written determination that a penny stock is
a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of price fluctuations in the price of the stock and may reduce the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, investors in this offering may find it difficult to sell their securities, if at all.
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.
The $0.02 per share offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. If a market for the stock develops, the actual price of stock will be determined by prevailing
market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
The selling shareholders named in this prospectus are offering all of the 1,900,000 shares of common stock offered through this prospectus. The selling shareholders acquired the 1,900,000 shares of common stock offered through this prospectus from us at a price of $0.02 per share in an offering that was exempt from registration under
Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and completed on March 31, 2008. We will file with the Securities and Exchange Commission prospectus supplements to specify the names of any successors to the selling shareholders specified in this registration statement who are able to use the prospectus included in this registration statement to resell the shares registered by this registration statement.
The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1.
the number of shares owned by each prior to this offering;
2.
the total number of shares that are to be offered by each;
3.
the total number of shares that will be owned by each upon completion of the offering;
4.
the percentage owned by each upon completion of the offering; and
5.
the identity of the beneficial holder of any entity that owns the shares.
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.
The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.
No Known Agreements to Resell the Shares
To our knowledge, no selling stockholder has any agreement or understanding, directly or indirectly, with any person to resell the shares covered by this prospectus.
Offering Price
There is presently no liquid, public market for our common stock. Our stock is quoted on the Over-the-Counter Bulletin Board under the symbol "MBSV.OB". However, we can provide no assurance that our shares will have a market value or that a market for our securities can be sustained
if developed.
Manner of Sale
The shares may be sold by means of one or more of the following methods:
1.
a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
2.
purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
3.
ordinary brokerage transactions in which the broker solicits purchasers;
4.
through options, swaps or derivatives;
5.
privately negotiated transactions; or
6.
in a combination of any of the above methods.
The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts
to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a selling
stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell
the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with re-sales of the shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.
If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker dealers acting as underwriters.
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Sales Pursuant to Rule 144
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. Presently, there are no shares of our common stock that are available for resale to the public
in accordance with the requirements of Rule 144 of the Securities Act.
Because we are considered a “shell” company, Rule 144 will not be available for resale until 1 year from the date the company files Form 10 information.
Regulation M
The selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, we will advise the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.
Accordingly, during such times as a selling stockholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, the selling stockholder must comply with applicable law and, among other things:
may not engage in any stabilization activities in connection with our common stock;
2.
may not cover short sales by purchasing shares while the distribution is taking place; and
3.
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
Penny Stock Rules
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and “institutional accredited investors.” The term “institutional accredited investor” refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the Securities and Exchange Commission, obtain from the customer a signed and dated acknowledgement of receipt of the disclosure document and to wait two business days before effecting
the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.
The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers
to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
State Securities Laws
Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.
Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. As of November 10, 2009, there were 3,400,000 shares of our common stock issued and outstanding held by thirty (30) stockholders of record. There are no preferred shares authorized or issued.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled
to be cast by all shares of our common stock that are present in person or represented by proxy. Holders of our common stock representing thirty three and one-third percent (33 1/3%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger
or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any dividends in the foreseeable future.
Pre-emptive Rights
Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions
on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions,
the statute does not apply to our company.
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.
John Kinross-Kennedy, C.P.A., our accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in his audit report. John Kinross-Kennedy, C.P.A. has presented his report with respect to our audited financial statements. The report of John Kinross-Kennedy,
C.P.A. on the financial statements herein includes an explanatory paragraph that states that we have not generated revenues and have an accumulated deficit since inception which raises substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The O’Neal Law Firm, P.C., our independent legal counsel, has provided an opinion on the validity of our common stock.
Mobilis Relocation Services Inc. (“Mobilis” or the “Company”) was incorporated in Nevada on November 19, 2007, with a mission of becoming a leading resource for an individual or family’s relocation / moving needs. It aims to offer a high value service – a tailored and complete relocation
report that combines a vast array of current information, contacts, links and other information regarding all aspects of a move, at a low cost. It will initially begin by offering a purely online presence, and will fill a gap in the market for the following reasons.
w
“Traditional” relocation specialists invariably involve a labor intensive process, whereby individuals provide a personalized service which tends to be either high cost or bundled with other high cost services.
w
Simple books and guides on relocating normally do not offer detailed, current, or the most relevant information tailored to an individual’s particular circumstances.
w
Current online offerings are invariably aligned with or are simple extensions of one or more service providers (i.e. owned by a moving or real estate company) and are geared toward steering consumers to purchase particular services (i.e. “call for a quote” or fill in a form and someone will call you).
The basic problem is that high value services are costly and today’s online offerings are really just simple conduits for other services. It is the goal of Mobilis to combine the best features of the above approaches and provide consumers with a best of breed solution – not only with the most information, but
also with highly detailed and relevant information. Because the process will be automated and online, this can be provided at a fraction of the cost of current high value offerings.
This service will appeal to consumers for several reasons:
w
It will offer consumers the ability to specify in detail exactly what kind of information they need.
w
The site will tell them exactly what information is available concerning all the areas they want information on. There will be no guesswork – for example how many moving contacts there are in the database of the relevant area(s), whether there is detailed information concerning costing options, what types of merchant “coupons”
are available in the package, what type of information is available on the new area (i.e. housing market studies, etc.).
w
Fees charged, although low, will be tailored toward the value of the package (i.e. for packages with more information, Mobilis may have higher prices).
The critical difference between Mobilis and virtually every other service available in the marketplace today will be that Mobilis will be providing objective, detailed, relevant information whereas other providers are an attempt to sell particular moving service(s).
Advertising from relevant, reputable businesses – management of Mobilis believes that there are virtually limitless possibilities in this area due to the vast number of businesses and services that may be involved in a relocation (i.e. real estate related, retail stores, moving & storage / truck rental, accommodation, cleaning / packing, renovation
/ repair, professional services, etc.).
The roll out plan for Mobilis is anticipated to be as follows:
w
Design the website using state of the art graphics, techniques, and e-commerce software,
w
Initially focus on a limited number of selected geographic locations (i.e. major demographic areas) and begin to assemble the needed information so as to populate the website with a critical mass of valuable information,
w
Focus initial marketing techniques on these initial areas, and
w
Begin to build out the website to include more and more areas so as to populate the site with a critical mass of information on each market area.
Depending on funding and / or revenues realized, Mobilis may hire one or more additional staff with which to conduct one of more of the following activities:
w
More rapidly build out the site to include more relevant “areas”,
w
Begin to provide some personal assistance for those willing to pay, and
Begin to place focus on new target markets (i.e. working with businesses and their corporate employee relocations – where the business is the customer and pays for the move rather than the individual customer).
The Industry
Traditional Moving & Storage Industry
The US moving and household storage industry consists of 8,000 companies with about $13 billion in combined annual revenue. Large companies include UniGroup (owner of United and Mayflower), SIRVA (Allied and North American), Atlas, and Bekins. Despite
recent consolidation, the industry is largely fragmented; with the 50 largest companies holding only about 45% of the market.
Home sales, residential rental turnover, and corporate relocations drive demand for moving and storage services. The profitability of individual companies depends on good marketing, as services are largely the same. Small companies can compete with large ones by offering competitive prices and better service for local moves.
Large companies have economies of scale in being able to consolidate loads on long hauls. The industry is fairly labor-intensive; with average annual revenue per employee being about $120,000.
Companies in this industry move household and office goods, and specialty items like pianos and trade show exhibits, either locally or interstate. Moving companies also provide long- and short-term storage for the items that they move. About 45% of industry revenue comes from long-distance moving. Most of the
companies in this industry are privately owned.
The industry is divided into three tiers. The top tier includes long-distance moves handled by a dozen large van lines such as North American, Allied, Atlas, United, Mayflower, Bekins, and Wheaton, which each have annual revenues of $500 million to $1 billion. Other tiers include shorter interstate moves and local moves.
The “do-it-yourself” moving (i.e. truck rental) and storage industry is also very large, highly competitive, and includes a number of significant national, regional and local competitors. Competition is generally based on convenience of rental locations, availability of quality rental moving equipment, breadth
of essential services and price. Uhaul (a subsidiary of Amerco Inc. – UHAL – Nasdaq) is the largest competitor, with other major players including AvisBudget Group and Penske Truck Leasing. UHaul claims to have 1,450 Company operated retail moving centers and approximately 14,500 independent U-Haul dealers. Its rental fleet consisted of approximately 100,000 trucks, 78,500 trailers and 31,100 towing devices. For the year ended March, 2007, revenue in the
“self-moving equipment rentals” segment totaled nearly $1.5 billion for UHaul.
Relocation Services
To cater to this very large market, “relocation services” have emerged to fill many needs associated with moving. A relocation service typically directs and manages the process of relocation, and can include many types of activities, from all aspects of the physical move to finding a new house and temporary accommodation,
finding a school for children (education), finding a job for the partner (work), arranging a teacher for the family (language teaching), and arranging necessary documents (visa, long-term stay permissions).
As stated in an informational article found at http://articles.directorym.com/Relocation_Services_Bellingham_WA-r131-Bellingham_WA.html“A
‘Relocation Services professional’ may be employed in one of several related fields: Corporate human resources, household goods movers (HHG), mobility counselors and consultants, international assignment (expatriate) professionals, and a range of concerned practitioners who are involved in workforce mobility.”
Given the breadth of services associated with moving, it is not surprising that there are many different types of “relocation” services available. A simple search on yellowpages.com for “relocation” in “Seattle” gave the following results:
Of the 17 “relocation service” listings, most are affiliated, either directly or indirectly, with moving companies. A few are geared toward working large corporate customers. One of the ostensibly “pure” relocation services is geared heavily toward providing real estate services.
This result is fairly representative. A Google search for “relocation services Seattle” turned up the following result.
Again, this is somewhat of a scattered mix of results (companies). Clicking on the companies under “local business results” gives a simple address / telephone number listing, along with other ads. These results obtained with this particular search are heavily geared toward moving companies, with the others being either linked or directly tied to real estate related companies. Names
such as “Ace Relocation Systems” and “Windermere Relocation” (misspelled on the site), while providing legitimate relocation services, are in reality extensions of other entities (i.e. Ace is an agent for Atlans Van Lines and heavily oriented towards providing moving services).
Extensive research by Mobilis indicates that the results obtained with this particular search is very typical.
Online relocation service offerings that ostensibly appear to offer relocation services usually provide some form of basic information concerning relocating, but key services such as moving, real estate, and other services also become part of a “get a quote” system – whereby one submits information and receives a
call back. One good example of this is Canadian Relocation Systems, which claims to be “the Online Guide for people Relocating or Moving in Canada” (http://relocatecanada.com/). However, with the more important services, readers are simply presented with quote forms such as the “Easy Move” form shown below. Other forms on that particular website include “Easy Realtor”, “Easy Storage”, etc. The site, in the end, is really
a simple conduit to various service providers.
In the case of Windermere Relocation (found in the Seattle search),
“Founded in 1984, we have continually sought to develop the advantages of merging real estate and relocation services. Our experienced team of Personal Relocation Counselors…” and “one of the
most respected and fastest-growing relocation companies in the industry. Our services are backed by an extensive network of more than 8,600 qualified Windermere real estate brokers and associates.”“We can provide coordination and support for your move in many areas, including:
Under the “Moving Yourself” banner, the link to “more information” does not function (it would seem clear that personal counselors are still involved).
From the point of view of the development of the Mobilis business strategy, it is important to distinguish between attempting to provide meaningful, complete and independent information regarding moving / relocating versus an attempt to provide a service in a direct fashion. This is where the “relocation” industry
seems to be – virtually all sites appear oriented toward some form of service provision rather than an effort to enable consumers. While it difficult to generalize using a limited number of examples, extensive research by Mobilis has concluded that:
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“Relocation” means different things to different people and the industry is very highly fragmented,
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“Relocation” services are, by and large, geared toward selling other related products and services (i.e. as an extension of other “core” services such as real estate or moving).
w
Personalized services, where available, are provided by (expensive) relocation counselors.
Other resources under the banner of “relocation” may include offerings such as guides or specialty services (i.e. temporary or furnished accommodation, employment / immigration services).
The Mobilis Relocation Service
Creating a New Best of Breed Offering
Mobilis is geared toward providing a service that capitalizes on the fragmented, conflict-ridden offerings currently in the marketplace. In particular, the Mobilis service will be one that:
w
Can be trusted,
w
Can provide consumers with a vast amount of relevant information,
w
Constantly strives to offer consumers additional value-added services and options,
w
Provides all of the above but at low cost.
Mobilis intends to accomplish these goals through employing the following approach:
w
Inform people as to exactly what its service offers and what it does not provide – right from the outset when the website is introduced to the consumer (i.e. “About Us” / “Home Page”) and also before anything is paid for the service (i.e. details concerning what is available on the site and what they can expected to receive
when they pay for a relocation report). It will not force consumers to go through any form of call backs from sales people or other forms of extensive interview sessions that basically direct them to particular service offerings.
w
Offer consumers a highly detailed search form which enable them to specify precisely what type of information they are interested in receiving.
w
Research particular demographic areas in order to assemble the most information possible in virtually all relevant areas. For example, with they key “moving” area (i.e. moving companies), Mobilis will attempt to offer consumers several options and provide details on
each. The report may provide, for example, an extensive amount of detail that have been researched by Mobilis concerning costing options, ancillary services, etc. – basically how the mover operates – the customer can then make an informed decision regarding who they are interested in following up with.
w
Attempt to offer consumers ways of saving money through the use of the Mobilis service (i.e. coupons and other special offers).
w
Automate the process of interacting with consumers, providing the service online, at a low cost.
The basic theme is to provide the highest value service (i.e. tailored, valuable content) in an automated online service at a low cost that can be trusted in today’s fragmented marketplace.
Benefits to the Consumer
There are many benefits that Mobilis will offer to consumers versus current offerings:
●
Consumers will not be tied to one particular service (i.e. forced to purchase the moving or real estate service of the relocation service provider).
●
Consumers will not be contacted (or upsold) by aggressive service companies being “pushed” on them by many other relocation sites (i.e. request a quote).
More control over the process – rather than simply following the recommendations of one particular consultant, consumers will be given options – along with information concerning these options – with which to make an informed and confident decision (along with conducting any follow up research they may desire).
●
Less time consuming.
●
Money saving coupons and special offers.
●
Low cost.
●
In the future, an option of accessing a hand-on relocation counselor.
The basic underlying theory is that many consumers do not necessarily want to be pigeon-holed into particular service offerings by today’s relocation specialists – many simply desire a source of objective and extensive information.
Examples of Content
There are many elements involved in a major individual or family relocation and Mobilis intends to provide information of as many of these elements as possible. Summarized below are some representative areas.
· Vehicle moving (i.e. motorcycle, ATV, principal vehicles, etc.).
· Removal.
· Coupons & special offers.
Accommodation
· Long term rental services.
· Furnished rental sites.
· Hotel / motel.
· Coupons & special offers.
General Information
· Relocation checklist.
· Moving planner.
· Companies / organizations to be notified.
· Change of service (telephone, utilities, etc.).
·“Trailing spouse”.
· Packing tips.
· Overlooked items.
Revenue Sources
Management of Mobilis believes that – in terms of online offerings – the relocation business offers a multitude of revenue opportunities, including:
●
Advertising in virtually every category mentioned above, including “Real Estate”, “Moving”, “Accommodation”, as well as variety of retail services. Advertising potential is considered to be very high.
●
Fees paid by consumers for reports.
●
Personal consulting, over time as the website and Mobilis operations and funding can support its introduction.
Management believes that the key competitive advantage of Mobilis will lie in its ability to establish trust while at the same time proving extensive, objective, and meaningful content. The site will be marketed in a manner which convinces consumers that it is not geared to simply selling them a service, but rather that they have an opportunity to purchase
a complete package of information, all contained in an easily readable report, at a very reasonable price. In order to accomplish this there are several design features that must be included.
●
Welcome / Home Page will be geared to getting this fundamental message through to consumers from the onset.
●
Background information. Mobilis intends to have the most general, background material available to the consumer. It will be the mission of Mobilis that virtually no other site will have more of this information available online than the Mobilis site. What the site will not offer freely is information that is tailored to their particular
move. While navigating the site, attempts will be made to reinforce the message that valuable information specific to their move is available upon filling out a detailed questionnaire and for a small fee.
●
Questionnaire page. The objective of the website will be to direct consumers to the questionnaire page, at which time they will be given the opportunity to fill out many types of information relevant to their move. Whereas other sites appear to offer this type of service, as noted this is little more than a quote service and the information
requested is not really much more than getting contact information from the consumer and where they are moving from and to. The objective of the questionnaire page(s) will be to obtain the same type of detailed information regarding the move as a actual relocation consultant would need to have in order to begin giving advice concerning the move.
●
Results page. Upon submission of the form, the site will then inform the consumer the extent of and what types of information is available in a report. This will allow the consumer to assess the value proposition being offered. The principal reason for this is the belief that if the consumer is unsure of what is being purchased they
will be more inclined to refuse the service and leave the website.
Marketing Details
The principal target market for Mobilis will be consumers and their families intending to engage in a major relocation. Although it is envisioned that this will normally be from one city to another, the service can also apply to those remaining in the same locale. It will be important to conduct a two-pronged approach to marketing - Πto
drive consumers / customers to the website, and to establish relationships with service providers / vendors / advertisers.
Mobilis will develop its branded internet web-site, initially focused on one or more major metropolitan areas. To date, Mobilis has reserved its domain name.
Instituting a wide range of state of the art “search” strategies (i.e. keyword-based advertising, and major search engines).
●
Use of Web directories. If “paid for” internet advertising is advisable, Mobilis will assess its cost-benefit for each market area being entered / researched.
●
Depending on funding and cost, use of online shopping directories. Most of the major search engines and Web directories have shopping areas on their Web sites that showcase selected merchants and that list hundreds of merchants by product category. It has been shown that many Internet users use one of these shopping directories when
looking for online merchants to buy from, and that it can be a good way to obtain exposure for a service offering.
●
Pursuing a variety of public relations activities, including media articles.
To establish relationships with service providers:
●
Mobilis will develop extensive lists of vendors.
●
In addition to indirectly gathering information on vendors, Mobilis will conduct email and other direct marketing campaigns to them.
●
Vendors will be given the opportunity to provide additional detailed and relevant information concerning their services as well as provide a coupon / discount to Mobilis customers. Selected vendors will be given the opportunity to advertise on the website.
●
Pursuing a range of co-marketing and other arrangements with local providers of services having a weak or non-existent web presence.
●
With partner sites, Mobilis intends to set up cross links to increase traffic and enhance search engine positioning.
Depending on funding, Mobilis may engage a competent Internet marketing individual / firm to assist with these efforts.
Employees
We have no employees as of the date of this prospectus other than our president. We conduct our business largely through the outsourcing of experts in each particular area of our business.
Research and Development Expenditures
We have not incurred any material research or development expenditures since our incorporation.
We maintain our executive office at 527 15th Avenue SW, Suite 410, Calgary, Alberta, Canada, T2R 1R5. This office space is being provided to the company free of charge by our president, Mr. Zenith. This arrangement provides us with the office space necessary
at this point. Upon significant growth of the company it may become necessary to lease or acquire additional or alternative space to accommodate our development activities and growth.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their
investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission,
that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
Mobilis Relocation Services, Inc. is subject to the penny stock rules, and disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and stockholders may have difficulty selling those securities.
Holders of Our Common Stock
As of the date of this Registration Statement, we had thirty (30) shareholders of record.
Rule 144 Shares
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus. Presently, there are no shares of our common stock that are available for resale to the public
in accordance with the requirements of Rule 144 of the Securities Act.
Because we are considered a “shell” company, Rule 144 will not be available for resale until 1 year from the date the company files Form 10 information.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Shareholders
Mobilis Relocation Services Inc.
Reno, Nevada
I have audited the accompanying balance sheet of Mobilis Relocation Services Inc. as of March 31, 2009 and 2008 and the related statements of operations, stockholders’ equity and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management. My
responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered an initial loss and has not yet commenced operations. This raises substantive doubt about the
Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Mobilis Relocation Services Inc. as of March 31, 2009 and 2008 and the results of its operations, its stockholders’ equity and its cash flows for the year ended
March 31, 2009 and the period ended March 31, 2008, in conformity with United States generally accepted accounting principles.
The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.
Mobilis Relocation Services Inc. was organized under the laws of the State of Nevada on November 19, 2007. The Company was formed for the purpose of engaging in all lawful businesses. The Company’s authorized capital consisted of 75,000,000 shares of $0.001 par value common voting stock.
The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America.
All adjustments are of a normal recurring nature.
The Company had no material business operations from inception November 19, 2007 to March 31, 2009. The company formed plans to offer a resource for individual or family relocation / moving needs. A website has been designed and is in the beta stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures About Fair Value of Financial Instruments.” SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to
estimate that value. The carrying amounts of the Company’s financial instruments as of March 31, 2009 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable.
Income Taxes
The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credits through net operating loss carryforwards. However,
a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had an operating
loss of $31,115 and a negative cash flow of $31,115 for the year ended March 31, 2009. The company has a shareholders’ equity of $17,408 at March 31, 2009. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales
of common stock. In the interim, shareholders of the Company are committed to meeting its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.
Development-Stage Company
The Company is considered a development-stage company, having no operating revenues during the period presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report their operations, shareholders deficit and cash flows since
inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as November 19, 2007. Since inception, the Company has incurred an operating loss of $35,592, much of which related to consultants, as a means to generate working capital. The Company’s working capital has been generated through the sales of common stock. Management has provided financial data since November 19,2007“Inception” in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual
results could differ from those estimates.
Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were no potential dilutive securities for the year ended March 31, 2009.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the year ended March 31, 2009 and the period ended March 31, 2008.
Numerato r:
Basic and diluted net loss per share:
2009
2008
Net Income (Loss)
$
(31,115
)
$
( 4,477
)
Denominator
Basic and diluted weighted average number of shares outstanding
3,400,000
1,145,455
Basic and Diluted Net Loss Per Share
$
0.009
$
0.004
NOTE 3 – RELATED PARTY TRANSACTIONS
On January 10, 2008 the President and C.E.O., Zachary Zenith, purchased 1,500,000 shares of common stock of the Company at $0.01 per share.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
There were no commitments or contingencies as at March 31, 2009.
NOTE 5 – CAPITAL STOCK TRANSACTIONS
On January 10, 2008, 1,500,000 shares were issued for cash at $0.01 per share.
In February, 2008, 800,000 shares were issued for cash at $0.02 per share.
In March, 2008, 1,100,000 shares were issued for cash at $0.02 per share.
At March 31, 2009the Company had authorized 75,000,000 common shares, of which the total issued and outstanding was 3,400,000.
There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation
against them or any of the officers or directors.
The unaudited interim financial statements as of and for the six months ended September 30, 2009 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the
accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
These unaudited interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end March 31, 2008 report. The Company assumes that the users of the interim financial information herein have read, or have access
to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three month period ended September 30, 2009 are not necessarily indicative of results for the entire year ending March 31, 2010.
Mobilis Relocation Services Inc. was organized under the laws of the State of Nevada on November 19, 2007. The Company was formed for the purpose of engaging in all lawful businesses. The Company’s authorized capital consisted of 75,000,000 shares of $0.001 par value common voting stock.
The Company had no material business operations from inception November 19, 2007 to June 30, 2009. The company formed plans to offer a resource for individual or family relocation / moving needs. A website has been designed and is in the beta stage.
2.
Summary of Significant Accounting Policies
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107,
“Disclosures About Fair Value of Financial Instruments.” SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of March 31, 2009 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related
party payables is not determinable.
Income Taxes
The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had an operating
loss of $5,719 and a negative cash flow of $5,719 for the six months ended September 30, 2009. The company has a shareholders’ equity of $11,689 at September 30, 2009. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales
of common stock. In the interim, shareholders of the Company are committed to meeting its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.
Development-Stage Company
The Company is considered a development-stage company, having no operating revenues during the period presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report their operations, shareholders deficit and cash
flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as November 19, 2007. Since inception, the Company has incurred an operating loss of $41,311, much of which related to consultants, as a means to generate working capital. The Company’s working
capital has been generated through the sales of common stock. Management has provided financial data since November 19, 2007“Inception” in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were no potential dilutive securities for the three months ended September 30, 2009.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the six months ended September 30, 2009 and 2008.
Numerato r:
Basic and diluted net loss per share:
Net Income (Loss)
2009
2008
$
(5,719
)
$
(25,336
)
Denominator
Basic and diluted weighted average number of shares outstanding
3,400,000
3,400,000
Basic and Diluted Net Loss Per Share
$
0.002
$
0.007
3.
Related Party Transactions
On January 10, 2008 the President and C.E.O., Zachary Zenith, purchased 1,500,000 shares of common stock of the Company at $0.01 per share.
At September 30, 2009the Company had authorized 75,000,000 common shares, of which the total issued and outstanding was 3,400,000.
6.
Litigation
There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers
or directors.
Mobilis has commenced phase I that is dedicated to the following activities.
●
Design and construction of the Mobilis website, which will include an ecommerce capability,
●
Establishing merchant relationships with Paypal and credit card companies,
●
With an initial focus on at least one major market area, developing extensive lists of various industry suppliers (i.e. see “The Mobilis Relocation Service” above for types and examples).
●
Developing detailed marketing techniques and plans that will appeal to consumers.
The budget for phase one is approximately $15,000 to $20,000 and is expected to be complete by the end of 2009. Mobilis currently has sufficient funds to complete phase one of its plan of operations.
The second phase of the operating plan will begin in Spring of 2010 and will be continuous as it will be focused on the build out of the website to additional market areas. It is expected that the President of Mobilis will head this effort. Due to the nature of the costs involved and the fact
that Mr. Zenith will not be receiving a salary at this time, it is expected that expenses related to phase two to be less than approximately $5,000 - $10,000. The company currently has sufficient cash on hand to fund this phase of its plan of operations. The timeline will depend on the revenues and or funding at that time. If the company begins to generate sufficient revenues it will hire additional staff to facilitate a more rapid assembly of relevant content.
If Mobilis is successful implementing its’ business plan and begins to produce meaningful revenues from the website, Management will institute phase three of the business plan, which may involve hiring additional staff to handle special requests and begin to deal with more personalized, complex demands by consumers. It
is anticipated that much higher fees will be charged for this service. However, it is planned at this time that the nature of the service will remain the same – being the delivery of objective advice for consumers (as opposed to “pushing” the delivery of services) in order to continue to reinforce the “pure” Mobilis brand.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
We did not earn any revenues from inception through the period ending September 30, 2009. We do not anticipate earning revenues until such time as we have begun operations on our website. We are presently in the start-up phase of our business and we can provide no assurance that we will
attain sufficient business on our website to attain profitability.
We incurred operating expenses in the amount of $41,311 from inception on November 19, 2007 through the period ended September 30, 2009. These operating expenses included the research and the preparation of our business plan in addition to administrative expenses. We anticipate our operating
expenses will increase as we undertake our plan of operations. The increase will be attributed to costs associated with setting up and maintaining our website, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.
Liquidity and Capital Resources
As of September 30, 2009, we had cash of $13,130 and operating capital of $11,689.
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities beyond those planned for the current fiscal year. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Zacharey Zenith. Mr. Zenith is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr. Zenith has extensive experience in the real estate field. Following receipt of a BBA from the University of Winnipeg in 1994, Mr. Zenith completed the real estate 1000
course and worked as a real estate agent for ReMax and Century 21 through 2003, when he completed an accredited Mortgage Broker licence course. In 2004, Mr. Zenith founded Alphabet Financial Corp. (“Alphabet”), a real estate investment management company that is engaged in raising money for real estate development and lending. Since that time, Alphabet has or is in the process of developing $25 million of single and muti family real estate located in Calgary’s inner city and as a private lender
to many of Calgary’s mid size builders. Alphabet also manages over $30 million worth of residential and commercial real estate in Calgary.
Directors
Our bylaws authorize no less than one (1) director. We currently have one Director.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than our President. We do not believe we will require any additional employees until such time as the website is complete and begins obtaining significant postings. We are outsourcing in the meantime for the development of our website.
The Company presently not does have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers. Due to financial constraints typical
of those faced by a development stage business, the company has not paid any cash and/or stock compensation to its named executive officers.
Our current named executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability. As our business and operations expand and mature, we may develop a formal system of compensation designed
to attract, retain and motivate talented executives.
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
SUMMARY COMPENSATION TABLE
Name
and
principal
position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Zacharey Zenith, CEO, CFO, President, Secretary-Treasurer & Director
2007
2008
2009
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Narrative Disclosure to the Summary Compensation Table
Our named executive officers do not currently receive any compensation from the Company for their service as officers of the Company.
Outstanding Equity Awards At Fiscal Year-end Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
The following table sets forth, as of November 10, 2009, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated,
all shares are owned directly and the percentage shown is based on 3,400,000 shares of common stock issued and outstanding on November 10, 2009.
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as
of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct
the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We issued 1,500,000 total shares of common stock at a price of $0.01 per share to our president, Mr. Zenith for total consideration of $15,000 effective January 10, 2008. This issuance was made to Mr.Zenith, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations.
The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.
Family relationships between any of the selling shareholders and Zacharey Zenith our President and Sole Director:
We have filed a Registration Statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the
Registration Statement and exhibits. Statements made in the Registration Statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our Registration Statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the
Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site.
Until ______________, all dealers that effect in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Item 13. Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee
$
1.50
Federal Taxes
$
0
State Taxes and Fees
$
0
Transfer Agent Fees
$
0
Accounting fees and expenses
$
2,500
Legal fees and expenses
$
5,000
Total
$
7,501.50
All amounts are estimates, other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Item 14. Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from
liability. Excepted from this immunity are:
1.
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
2.
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
3.
a transaction from which the director derived an improper personal profit; and
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or
officer in connection with any proceeding (or part thereof) initiated by such person unless:
1.
such indemnification is expressly required to be made by law;
2.
the proceeding was authorized by our Board of Directors;
3.
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law; or;
4.
such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving
at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably
and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe
to be in or not opposed to the best interests of the company.
We closed an issue to 1,500,000 shares of common stock on January 10, 2008 to our sole officer and director, Zacharey Zenith, at a price of $0.01 per share. The total proceeds received from this offering were $15,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted
shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We completed an offering of 1,900,000 shares of our common stock at a price of $0.02 per share to a total of twenty nine (29) purchasers on March 31, 2008. The total amount we received from this offering was $38,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth
above. We completed this offering pursuant Rule 903(C)(3) of Regulation S of the Securities Act of 1933.
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser,
i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
ii. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Calgary, Alberta, Canada, on November 10, 2009.
