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Blue Line Protection Group, Inc. – ‘10SB12G’ on 11/28/07

On:  Wednesday, 11/28/07, at 4:50pm ET   ·   Accession #:  1393905-7-255   ·   File #:  0-52942

7 References:   By:  Blue Line Protection Group, Inc. – ‘10-K’ on 4/1/24 for 12/31/23 By:  Blue Line Protection Group, Inc. – ‘10-K’ on 3/31/23 for 12/31/22 By:  Blue Line Protection Group, Inc. – ‘S-8’ on 10/12/22 By:  Blue Line Protection Group, Inc. – ‘10-K/A’ on 4/18/22 for 12/31/21 By:  Blue Line Protection Group, Inc. – ‘10-K’ on 4/1/22 for 12/31/21 By:  Blue Line Protection Group, Inc. – ‘10-K’ on 5/14/21 for 12/31/20 By:  Blue Line Protection Group, Inc. – ‘10-K’ on 8/28/20 for 12/31/19 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/28/07  Blue Line Protection Group, Inc.  10SB12G                4:304K                                   Empire Stock Transf… Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business      HTML    149K 
                          Issuer                                                 
 2: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     31K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     69K 
 4: EX-10       Material Contract                                   HTML     43K 

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Jolene M. Uddman, Secretary, Treasurer and Director:  From 2003 to the present, Jolene Uddman was employed by the Make-A-Wish Foundation, providing office support and managing volunteer files.  Mrs. Uddman has also been employed by the family engraving business, The Engraver, Inc., where she was the office manger.  Her responsibilities included maintaining accounts payable and receivable, preparing weekly payroll and monthly payroll taxes, managing customer accounts, and assisting with customer orders.  From 1985 to 1988, Mrs. Uddman attended Spokane Community College in Spokane, Washington in pursuit of  an Associates Degree as an Executive Secretary.  From 1988 to 1989, she attended Trend College in Spokane, Washington, where she studied Computerized Information Processing.

Family Relationships

David Uddman and Jolene Uddman are married.

Executive Compensation

Executive Compensation

Directors’ Compensation

We have no formal or informal arrangements or agreements to compensate our directors for services they provide as directors of our company.  

Employment Contracts and Officers’ Compensation

Since our incorporation on September 11, 2006, no compensation has been paid to our officers.  We do not have employment agreements with any of our officers, directors of employees.  Any future compensation to be paid to these individuals will be determined by the Board of Directors, and employment agreements will be executed.  We do not currently have plans to pay any compensation to our officers or directors until such time as our cash flow is positive.

Stock Option Plan and Other Long-term Incentive Plan

We currently do not have existing or proposed option/SAR grants.

Certain Relationships and Related Transactions

On October 5, 2006, we issued 6,000,000 shares of our $0.001 par value common stock as founders’ shares to David Uddman, our President and a director, in exchange for cash in the amount of $10,000.  

9

We use office space at 3717 W. Woodside, Spokane, Washington 99208.  Mr. and Mrs. Uddman, our directors and officers, are providing the office space at no charge to us.  We believe that this arrangement is suitable given that our current operations are primarily administrative.

On January 12, 2007, we entered into a Procurement Agreement with The Engravers, Inc., an engraving company in Spokane, Washington owned and operated by the family of our officers and directors.  Through the Agreement, we will have access to the inventory and engraving equipment owned by The Engravers.  In accordance with the Agreement, all items and services sold via our proposed website will be acquired and provided by The Engravers.  We will not hire any engraving employees and will not own any capital equipment.  Pursuant to the Procurement Agreement, all products purchased from The Engravers will be acquired at the wholesale cost of the item, calculated as the cost of the inventory, engraving costs, freight in and freight out.

Description of Securities

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share.  As of September 30, 2007, we had 7,630,000 shares of common stock outstanding.  The following summary discusses all of the material terms of the provisions of our common stock as set forth in our "Articles of Incorporation" and bylaws.

Common Stock

As a holder of our common stock:

1.

You have equal rights to dividends from funds legally available, ratably, when as and if declared by our Board of Directors;

2.

You are entitled to share, ratably, in all of our assets available for distribution upon liquidation, dissolution, or winding up of our business affairs;

3.

You do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions applicable;

4.

You are entitled to 1 vote per share of common stock you own, on all matters that stockholders may vote, and at all meetings of shareholders; and

5.

Additionally, there is no cumulative voting for the election of directors.

Anti-Takeover Provisions

Our charter and by-laws allow us to authorize the creation and issuance of preferred or common stock with designations and rights that our Board of Directors may determine at their discretion to create voting impediments or to frustrate persons seeking to effect a merger or to otherwise gain control of our company.

Additionally, the anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Revised Statutes apply to The Engraving Masters.  The Nevada law prohibits us from merging with or selling our company or more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired our shares, unless the transaction is approved by our Board of Directors.  The provisions also prohibit us from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity.  These provisions could delay, defer or prevent a change in control of our company.  Our articles and by-laws do not contain similar provisions.

10

PART II

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resale.  Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.  We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

Shares Available Under Rule 144

There are currently 6,000,000 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933.  All 6,000,000 shares are held by David Uddman, an affiliates, as that term is defined in Rule 144(a)(1).  In general, under Rule 144 as amended, a person who has beneficially owned and held “restricted” securities for at least one year, including “affiliates,” may sell publicly without registration under the Securities Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. A person who is not deemed an “affiliate” of our Company and who has beneficially owned shares for at least two years would be entitled to unlimited resale of such restricted securities under Rule 144 without regard to the volume and other limitations described above.

At the present time, the resale or transfer of the restricted shares of Common Stock are permissible in limited quantities pursuant to Rule 144(e)(1) with notification compliant with Rule 144(h).

Our sole officer and director, possessing approximately 79% of our voting common stock, controls significantly all of our activities and thus, may affect the determination of whether dividends are paid on to our stockholders.

Holders

As of the date of this prospectus, we have 7,630,000 shares of $0.001 par value common stock issued and outstanding held by 26 shareholders of record.  Our transfer agent is Holladay Stock Transfer, Inc., 2939 North 67^th Place, Scottsdale, AZ 85251, phone (480) 481-3940.

Dividends

We have never declared or paid any cash dividends on our common stock.  For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock.  Any future determination to pay dividends will be at the discretion of our sole director and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.

Securities authorized for issuance under equity compensation plans

As of the date of this registration statement, there are no securities authorized for issuance by us under equity compensation plans.

Legal Proceedings

No director, officer, significant employee, or consultant of The Engraving Masters has been convicted in a criminal proceeding, exclusive of traffic violations.

11

No director, officer, significant employee, or consultant of The Engraving Masters has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or banking activities.

No director, officer, significant employee, or consultant of The Engraving Masters has been convicted of violating a federal or state securities or commodities law.

We are not a party to any pending legal proceedings.

Changes in and Disagreements with Accountants

There have been no changes in or disagreements with The Engraving Masters’ accountants.

Recent Sales of Unregistered Securities

Sales conducted under an exemption from registration provided under Section 4(2)

On October 5, 2006, we issued 6,000,000 shares of our common stock to David Uddman, an officer and director, as founders’ shares in exchange for cash in the amount of $10,000.  We believe that this transaction is exempt from the registration provisions of Section 5 of the Securities Act as such exemption is provided under Section 4(2) because:

1.

This issuances did not involve underwriters, underwriting discounts or commissions;

2.

Restrictive legends were placed on all certificates issued;

3.

The distribution did not involve general solicitation or advertising; and

The distributions were made only to insiders, accredited investors or investors who were sophisticated enough to evaluate the risks of the investment.  Mr. Uddman was given access to all information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision.

On the basis of the above facts we claim that the issuances of a total of 6,000,000 shares of its Common Stock in October 2006 qualified for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

Sales conducted under Regulation D

In October 2007, we completed an offering of shares common stock in accordance with Regulation D, Rule 504 of the Securities Act, registered by qualification in the State of Nevada, whereby we sold 1,630,000 shares of common stock, par value, at a price of $0.05 per share to 25 non-affiliated investors.  All investors were, at the time of purchase, residents of the State of Nevada.

This offering was made in reliance upon an exemption from the registration provisions of the Securities Act of 1933, as amended, in accordance with Regulation D, Rule 504 of the Act.  In addition, this offering was underwritten on a best efforts basis.  In regards to the offering closed in October 2007, listed below are the factual circumstances which support the availability of Rule 504:

1.

At the time of the offering, we were not subject to the reporting requirements of section 13 or section 15(d) of the Exchange Act.  Further, we are not now, nor were we at the time of the offering, considered to be an investment company.  Finally, since inception, we have pursued a specific business plan, and continue to do so.

12

2.

We were issued a permit to sell securities by the State of Nevada, pursuant to our application for registration by qualification of offering of our common stock in that state.  The application for registration by qualification was filed pursuant to the provisions of NRS 90.490, which requires the public filing and delivery to investors of a substantive disclosure document before sale.  In October 2007, we completed an offering of shares of common stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended, and the registration by qualification of said offering in the State of Nevada, whereby we sold 1,630,000 shares of our common stock to a total of 25 shareholders.  One of these purchasers is our sole officer and director, although at the time of purchase, he was not.  The entire offering was conducted exclusively in the State of Nevada, pursuant to the permit issued by the State of Nevada.

3.

The aggregate offering price for the offering closed in October 2007 was $32,600, all of which was collected from the offering.

Indemnification of Directors and Officers

Pursuant to the provisions of NRS 78.751, we shall indemnify our directors, officers and employees as follows: Every director, officer, or employee of The Engraving Masters shall be indemnified by us against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of The Engraving Masters or is or was serving at the request of The Engraving Masters as a director, officer, employee or agent of The Engraving Masters, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of The Engraving Masters.  The Engraving Masters shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of The Engraving Masters as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

The Articles of Incorporation of the Company provide for every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith.  Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

The Bylaws of the Company provide for indemnification of its directors, officers and employees against all expenses and liabilities as a result of any suit, litigation or other proceedings for damages.  We have further been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by an affiliate or our company in connection with the securities being registered, we will submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

13

The Engraving Masters, Inc.

(A Development Stage Company)

Condensed Balance Sheet

as of

September 30, 2007

and

Condensed Statements of Operations

and

Cash Flows

for the three and nine months ended

September 30, 2007 and 2006

and

for the Period

September 11, 2006 (Date of Inception)

through

September 30, 2007

14

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Balance Sheet

The accompanying notes are an integral part of these financial statements.

FS1

15

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Statements of Operations

The accompanying notes are an integral part of these financial statements.

FS2

16

The Engraving Masters, Inc.

(a Development Stage Company)

Condensed Statements of Cash Flows

The accompanying notes are an integral part of these financial statements.

FS3

17

The Engraving Masters, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 1 - Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2006 and notes thereto included in the Company's 10-SB registration statement.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 - History and organization of the company

The Company was organized September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc.  The Company is authorized to issue up to 200,000,000 shares of its common stock with a par value of $0.001 per share.

The business of the Company is to sell engraved awards and collectibles via the Internet.  The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.  

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company had a net loss of $6,232 and had no sales for the period from September 11, 2006 (inception) to September 30, 2007.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.  Management has plans to seek capital through a public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.

FS4

18

The Engraving Masters, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 4 - Stockholders’ equity

The Company is authorized to issue 200,000,000 shares of its $0.001 par value common stock.

On September 14, 2006, the sole officer and director of the Company paid for expenses on behalf of the Company in the amount of $175.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On September 25, 2006, the sole officer and director of the Company donated cash in the amount of $100.  The entire amount is considered to be additional paid-in capital.

On October 5, the Company issued 6,000,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $10,000.  

As of September 30, 2007, there have been no other issuances of common stock.

Note 5 - Warrants and options

As of September 30, 2007, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 6 - Related party transactions

In September 2006, an officer, director and shareholder of the Company paid for incorporation expenses on behalf of the Company in the amount $175.  The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.

Also in September 2006, an officer, director and shareholder of the Company donated cash in the amount of $100 to the Company.  The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.

In September 2007, the Company loaned an officer, director and shareholder of the Company $50.  This loan to a related party bears no interest and is due upon demand.

The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.

FS5

19

PART III

Index to Exhibits

20

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

21

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Dates Referenced Herein

This ‘10SB12G’ Filing		Date		Other Filings
Filed on:		11/28/07		None on these Dates
		11/20/07
		9/30/07
		1/12/07
		12/31/06
		10/5/06
		9/30/06
		9/25/06
		9/14/06
		9/11/06
				List all Filings

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7 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Blue Line Protection Group, Inc. 10-K 12/31/23 68:5.7M M2 Compliance LLC/FA 3/31/23 Blue Line Protection Group, Inc. 10-K 12/31/22 69:5.1M M2 Compliance LLC/FA 10/12/22 Blue Line Protection Group, Inc. S-8 10/12/22 7:291K M2 Compliance LLC/FA 4/18/22 Blue Line Protection Group, Inc. 10-K/A 12/31/21 68:5.9M M2 Compliance LLC/FA 4/01/22 Blue Line Protection Group, Inc. 10-K 12/31/21 68:5.9M M2 Compliance LLC/FA 5/14/21 Blue Line Protection Group, Inc. 10-K 12/31/20 65:4.8M M2 Compliance LLC/FA 8/28/20 Blue Line Protection Group, Inc. 10-K 12/31/19 66:5M M2 Compliance LLC/FA

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Filing Submission 0001393905-07-000255   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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