Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SB-2 Registration of Securities by a Small-Business HTML 379K Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 21K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 70K
4: EX-5.1 Opinion re: Legality HTML 16K
5: EX-10.1 Material Contract HTML 64K
6: EX-23.1 Consent of Experts or Counsel HTML 8K
SB-2 — Registration of Securities by a Small-Business Issuer
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Approximate
date of commencement of proposed sale to the public:
From
time
to time 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, please
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 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(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
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box: o
Calculation
of Registration Fee
Title
of Class of Securities to be Registered
Amount
to be Registered
Proposed
Maximum Aggregate Price Per Share
Proposed
Maximum Aggregate Offering Price
Amount
of Registration Fee
Common
Stock, $0.0001 par value (1)
3,000,000
$
0.05
(2)
$
150,000
$
4.61
Common
Stock, $0.0001 par value (3)
3,000,000
$
0.05
(2)
$
150,000
$
4.61
Total
6,000,000
$
300,000
$
9.22
(1)
Represents
common shares currently outstanding to be sold by the selling security
holders.
(2)
There
is no current market for the securities. Although the registrant’s common
stock has a par value of $0.0001, the registrant believes that the
calculations offered pursuant to Rule 457(f)(2) are not applicable
and, as
such, the registrant has valued the common stock, in good faith and
for
purposes of the registration fee, based on $0.05 per share. In the
event
of a stock split, stock dividend or similar transaction involving
our
common stock, the number of shares registered shall automatically
be
increased to cover the additional shares of common stock issuable
pursuant
to Rule 416 under the Securities Act of 1933, as
amended.
(3)
Represents
up to a maximum of 3,000,000 shares of common stock, par value $0.0001
per
share, to be offered and sold by the
registrant.
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 Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
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. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED ______ __, 2008
PROSPECTUS
CASEYCORP
ENTERPRISES, INC.
THE
SALE BY CASEYCORP ENTERPRISES, INC.
OF
UP TO 3,000,000 SHARES OF COMMON STOCK AT $0.05 PER SHARE
AND
THE
RESALE BY CERTAIN SELLING SHAREHOLDERS
OF
3,000,000 SHARES OF COMMON STOCK AT $0.05 PER SHARE
This
prospectus relates to (i), the sale of up to 3,000,000 shares of common stock,
par value $0.0001 per share, to be offered and sold by CaseyCorp Enterprises,
Inc. and (ii) the resale of 3,000,000 shares of common stock, par value $0.0001
per share, of CaseyCorp Enterprises Inc., which are issued and outstanding
and
will be offered and sold by such holders.
The
3,000,000 shares to be offered by us will be newly-issued shares of common
stock. The shares will be offered and sold at a price of $0.05 per share. They
will be offered on a "best efforts basis." The shares will be offered and sold
by our directors and officers, and no underwriters or broker-dealers will
be involved in such offering. The offering will commence as soon as practicable
after the effective date of the registration statement relating to this
prospectus. It will terminate 180 days after such effective date, but such
termination date may be extended for up to an additional 90 days in our
discretion. We reserve the right to terminate the offering at an earlier date,
in its sole discretion, even if no shares are sold.
There
are
no minimum purchase requirements, and there are no arrangements to place the
funds in an escrow, trust, or similar account. Funds received for the payment
of
shares subscribed for in the offering will be deposited into a bank account
maintained by it and under its control and be immediately available for its
use.
Such funds will not be placed into escrow, trust or any other similar
arrangement. All funds received will be retained by us for our use and
will not be refunded.
The
3,000,000 shares to be resold are shares of our common stock which are issued
and outstanding and will be offered and sold by such holders. Such shares
will be offered and sold at a price of $0.05 per share until a market develops
and thereafter at prevailing market prices or privately negotiated
prices.
There
has
been no market for our securities and a public market may not develop, or,
if
any market does develop, it may not be sustained. Our common stock is not traded
on any exchange or on the over-the-counter market. After the effective date
of
the registration statement relating to this prospectus, we intend to have a
market maker file an application with the National Association of Securities
Dealers, Inc. for our common stock to be eligible for trading on the
Over-The-Counter Bulletin Board or a similar electronic inter-dealer quotation
system. We do not yet have a market maker who has agreed to file such
application.
3
Investing
in our securities involves significant risks. See “Risk Factors” beginning on
page 8.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. The selling security holders may not
sell these securities until the registration statement becomes effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Security
Ownership of Certain Beneficial Owners and Management
21
Certain
Relationships and Related Transactions
22
Director
Independence
22
Selling
Security holders
22
Expenses
of Issuance and Distribution
24
Plan
of Distribution
24
Dividend
Policy
28
Share
Capital
28
Legal
Matters
29
Experts
30
Interest
of Named Experts and Counsel
30
Indemnification
for Securities Act Liabilities
30
Where
You Can Find More Information
30
Changes
in and Disagreements on Accounting and Financial
Disclosure
30
Financial
Statements
31
Information
not Required in Prospectus
5
A
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements which relate to future events
or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied
by
these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of
the
forward-looking statements to conform these statements to actual results.
PROSPECTUS
SUMMARY
As
used
in this Prospectus, references to the “Company,” the “Registrant,”“we,”“our”
or “us” refer to CaseyCorp Enterprises, Inc., unless the context otherwise
indicates.
The
following summary highlights selected information contained in this prospectus.
Before making an investment decision, you should read the entire prospectus
carefully, including the "Risk Factors" section, the financial statements and
the notes to the financial statements.
Corporate
Background
CaseyCorp
Enterprises, Inc. was incorporated on February 21, 2007 in the State of Nevada.
We have not generated any revenue to date and are a development stage company.
We are focused on developing and distributing advanced surveillance and security
products. Currently, due to increased global terrorist threats and crime
prevention activities, we believe that there is a growing need for flexible
and technologically advanced security and surveillance products. We hope to
offer security and surveillance products that will include digital, audio,
video
and a third generation photoelectric transmission technology security platform
which is focused on enabling our product users to have uninterrupted, high
quality security surveillance capabilities. We hope that
our applications will allow users, such as municipal police departments,
office buildings, banks, retail and wholesale operations, to better monitor
and
protect their respective areas of purview. This offering will provide us with
an
infrastructure platform to effectuate our business plan.
Our
offices are currently located at 410 Park Avenue, 15th
Floor,
New York10022. Our telephone number is (888) 251-3422. We do not currently
have
a functioning website.
The
Offering
Securities
offered:
(i)
3,000,000 shares of common stock, which are issued and outstanding
and will be offered and sold by the holders thereof; and
(ii)
3,000,000 shares of common stock, to be offered and sold by our
Company
Offering
price:
$.05
per share per
share until a market develops and thereafter at market prices or
prices
negotiated in private transactions
Shares
outstanding prior to offering:
11,000,000
6
Shares outstanding
after offering:
14,000,000, if
the maximum of 3,000,000 shares of common stock is sold in our primary
offering.
Market
for the common
shares:
There
is no market for our securities. Our common stock is not traded on
any
exchange or quoted on the over-the-counter market. After the effective
date of the registration statement relating to this prospectus, we
hope to
have a market maker file an application with the National Association
of
Securities Dealers, Inc. for our common stock to be eligible for
quotation
on the Over The Counter Bulletin Board. We do not yet have a market
maker
who has agreed to file such application.
There
is no assurance that a trading market will develop, or, if developed,
that
it will be sustained. Consequently, a purchaser of our common stock
may
find it difficult to resell the securities offered herein should
the
purchaser desire to do so when eligible for public
resale.
Use
of proceeds:
If
we are successful at selling the maximum of 3,000,000 shares we are
offering, our proceeds from this offering will be $150,000. We intend
to
use these proceeds towards expenses related to this offering, office
facilities and equipment, software development, marketing, general
and
administrative expenses, and working capital. See the section below
entitled “Use of Proceeds.”
We
will not receive any proceeds from the sale of shares by the selling
stockholders.
WE
ARE
SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE RISKS
AND
UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING BEFORE
DECIDING TO PURCHASE OUR COMMON STOCK. IF ANY OF THESE RISKS OR UNCERTAINTIES
ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND
PROSPECTS FOR GROWTH COULD BE MATERIALLY HARMED. IN THAT CASE, THE TRADING
PRICE
OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT.
We
are a development stage company with no operating history and may never be
able
to effectuate our business plan or achieve any revenues or profitability;
at
this stage of our business, even with our good faith efforts, potential
investors have a high probability of losing their entire
investment.
We
are
subject to all of the risks inherent in the establishment of a new business
enterprise. CaseyCorp Enterprises, Inc. was established on February 21, 2007.
Although we have only begun initial investigations into the development and
distribution of advance surveillance and security products, we may not be
able
to successfully effectuate our business. There can be no assurance that we
will
ever achieve any revenues or profitability. The revenue and income potential
of
our proposed business and operations is unproven, and the lack of operating
history makes it difficult to evaluate the future prospects of our business.
We
have not generated any revenues to date. Accordingly, our prospects must
be
considered in light of the risks, expenses and difficulties frequently
encountered in establishing a new business, and our Company is a highly
speculative venture involving significant financial risk.
We
expect losses in the future because we have no revenue to offset
losses.
As
we
have no current revenue, we are expecting losses over the next 12 months
because
we do not yet have any revenues to offset the expenses associated with the
development of our core software and the implementation of our marketing
plan.
We cannot guarantee that we will ever be successful in generating revenues
in
the future. We recognize that if we are unable to generate revenues, 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 can provide investors with no assurance that we
will
generate any operating revenues or ever achieve profitable operations.
We
have a going concern opinion from our auditors, indicating the possibility
that
we may not be able to continue to operate.
We
have
not yet established an ongoing source of revenues sufficient to cover our
operating costs to allow us to continue as a going concern. Furthermore, we
anticipate generating losses for the next 12 months. These factors raise
substantial doubt that we will be able to continue operations as a going
concern, and our independent auditors included an explanatory paragraph
regarding this uncertainty in their report on our financial statements for
the
period February 21, 2007 (inception) to September 30, 2007. Our ability to
continue as a going concern is dependent upon our generating cash flow
sufficient to fund operations and reducing operating expenses. Our business
strategy may not be successful in addressing these issues. If we cannot continue
as a going concern, our stockholders may lose their entire investment in
us.
If
we are able to effectuate our business plan, we will depend on others for
sales
of our products, which may place us at a competitive disadvantage and negatively
affect sales and profitability.
If
we are
able to effectuate our business plan, we expect that our products will be
brought to market by third party distributors. To date, we have no product
and
have not entered into any agreements with distributors. Even if we are
successful in effectuating our business plan, we may never be able to establish
successful relationships with third party distributors and the failure to
procure these relationships would have a material adverse effect on our ability
to timely provide our products and secure sales, which would adversely affect
our operating results and stock price.
8
Since
our officers and directors work or consult for other companies, their activities
could slow down our operations.
Our
officers and directors are not required to work exclusively for us and do
not
devote all of their time to our operations. Therefore, it is possible that
a
conflict of interest with regard to their time may arise based on their
employment for other companies. Their other activities may prevent them from
devoting full-time to our operations which could slow our operations and
may
reduce our financial results because of the slow down in operations. It is
expected that each of our directors will devote between 5 and 30 hours per
week
to our operations on an ongoing basis, and will devote whole days and even
multiple days per week when required.
As
our two officers, Mr. Israel Levi and Mr. Yehoshua Lustig have no technical
training or experience in the development of security and surveillance
equipment, we will have to hire qualified consultants. If we cannot locate
qualified consultants, we may have to suspend or cease operations which will
result in the loss of your investment.
As
neither of our executive officers have any training or experience in the
development of high-tech security and surveillance products, we will have
to
hire qualified consultants to perform various necessary tasks. Additionally,
due
to their lack of experience, our executive officers may make incorrect
management decisions and choices regarding the development and product
marketing. Consequently our operations, earnings and ultimate financial success
could suffer irreparable harm due to management's lack of experience in this
industry. As a result we may have to suspend or cease operations which will
result in the loss of your investment.
If
we are unable to obtain additional funding, our business operations will
be
harmed. Even if we do obtain additional financing our then existing shareholders
may suffer substantial dilution.
We
will
require additional funds to operate our business, develop a marketing program
and address all necessary infrastructure concerns. We anticipate that we
will
require a minimum of $100,000 to fund our continued operations for the next
twelve months. We hope to raise this capital through our public offering
after
the registration statement relating to this prospectus is declared effective
by
the Securities and Exchange Commission. It is possible that additional capital
will be required to effectively support the operations and to otherwise
implement our overall business strategy. The inability to raise the required
capital will restrict our ability to grow and may reduce our ability to continue
to conduct business operations. If we are unable to obtain necessary financing,
we will likely be required to curtail our development plans which could cause
the Company to become dormant. Any additional equity financing may involve
substantial dilution to our then existing shareholders.
We
may not be able to compete with current and potential security and surveillance
product developers, some of whom have greater resources and experience than
we
do.
The
security and surveillance market is intensely competitive and subject to
rapid
change. We do not have the resources to compete with new or existing security
and surveillance product developers. If we are able to effectuate our business
plan, we will compete with many security and surveillance product development
companies which have significantly greater personnel, financial and managerial
resources than we do. Such competition from other companies with greater
resources and reputations may result in our failure to effectuate our business
plan.
9
Our
two principal stockholders, who are our officers and directors, own a
controlling interest in our voting stock. Therefore investors will not have
any
voice in our management, which could result in decisions adverse to our general
shareholders.
Our
officers and directors, in the aggregate, beneficially own approximately
or have
the right to vote 73% of our outstanding common stock. As a result, these
stockholders, acting together, will have the ability to control substantially
all matters submitted to our stockholders for approval including:
• adoption
of measures that could delay or prevent a change in control or impede
a merger,
takeover or other business combination involving us.
As
a
result of their ownership and positions, our directors and executive officers
collectively are able to influence all matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, the future prospect of sales of significant amounts
of shares held by our directors and executive officers, could affect the
market
price of our common stock if the marketplace does not orderly adjust to the
increase in shares in the market and the value of your investment in the
Company
may decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
RISK
RELATED TO THE SECURITY AND SURVEILLANCE TECHNOLOGY
INDUSTRY
The
Company may experience price reductions, reduced gross margins and loss of
market share if we are unable to successfully compete.
Competition
for security and surveillance products is intense and is expected to increase.
If we are able to successfully enter the security and surveillance technology
market, such intense competition could result in low prices, gross margins
and
market share, and could have a material adverse effect on our business,
financial condition and results of operations. We will compete with other
developers and distributors of high-tech security and surveillance products.
Some potential competitors may have formed business alliances with other
competitors that may affect the Company’s ability to work with some potential
customers. In addition, if some of our potential competitors merge, a stronger
competitor may emerge. As a result of these factors, our potential competitors
may be able to respond more quickly to new or emerging technologies, changes
in
customer requirements, and changes in the political, economic or regulatory
environment security industry. These potential competitors may be in a position
to devote greater resources to the development, promotion and sale of their
products than our Company. We may not be able to compete successfully against
future competitors, and such competitive pressures could materially adversely
affect our business, financial condition and operating results.
Rapid
technological change and evolving market may render our products obsolete
and
less competitive.
The
market for the security and surveillance products and services is characterized
by rapidly changing technologies, evolving industry standards and new product
introductions and enhancements that may render any products we develop obsolete
or less competitive. As a result, any position we may acquire in the security
and surveillance market could erode rapidly due to unforeseen changes in
the
features and functions of competing products, as well as the pricing models
for
such products. The Company's future success will depend in part upon our
ability
to enhance our products and services and to develop and introduce new products
and services to meet changing customer requirements. The process of developing
products and services such as those we intend to offer is extremely complex
and
is expected to become increasingly complex and expensive in the future as
new
technologies are introduced.
10
We
may not be able to compete with current and potential manufacturers and
distributors of advance surveillance and security products, some of whom
have
greater resources and experience than we do.
The
market for advance
surveillance and security products
is intensely competitive. A number of the Company's competitors are more
established, benefit from greater name recognition and have substantially
greater financial, technical and marketing resources than the Company. There
can
be no assurance that the Company will be able to compete successfully against
current and future competitors or that competitive pressures faced by the
Company will not materially adversely affect its business, financial condition
and results of operations.
Any
product we develop may have a lengthy sales cycle and we may not be able
to
anticipate sales levels appropriately, which could impair our
profitability.
Some
security and surveillance products and services are designed for medium to
large
commercial, industrial and government facilities desiring to protect valuable
assets and/or prevent intrusion into high security facilities in the United
States and abroad. Given the nature of security and surveillance products
and
the customers that purchase them, sales cycles can be lengthy as customers
conduct intensive investigations and deliberate between competing technologies
and providers. For these and other reasons, any product we develop may involve
sales cycle associated with security and surveillance products and services
and
subject to a number of significant risks over which we have little or no
control.
RISKS
RELATING TO OUR COMMON SHARES
We
may, in the future, issue additional common shares, which would reduce
investors’ percent of ownership and may dilute our share
value.
Our
Articles of Incorporation authorize the issuance of 500,000,000 shares of
common
stock, 11,000,000 of which are issued and outstanding. We can therefore issue
up
to an additional 489,000,000 shares of common. The future issuance of our
common
stock may result in substantial dilution in the percentage of our common
stock
held by our then existing shareholders. We may value any common stock issued
in
the future on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.
Our
common shares are subject to the "Penny Stock" Rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our
stock.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For
any transaction involving a penny stock, unless exempt, the rules
require:
• that
a
broker or dealer approve a person's account for transactions in penny stocks;
and
• the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be
purchased.
In
order
to approve a person's account for transactions in penny stocks, the broker
or
dealer must:
•
obtain
financial information and investment experience objectives of the person;
and
•
make
a
reasonable determination that the transactions in penny stocks are suitable
for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
11
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
•
sets
forth the basis on which the broker or dealer made the suitability
determination; and
•
that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally,
brokers may be less willing to execute transactions in securities subject
to the
"penny stock" rules. This may make it more difficult for investors to dispose
of
our Common shares and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both
public
offerings and in secondary trading and about the commissions payable to both
the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases
of
fraud in penny stock transactions. Finally, monthly statements have to be
sent
disclosing recent price information for the penny stock held in the account
and
information on the limited market in penny stocks.
There
is no current trading market for our securities and if a trading market does
not
develop, purchasers of our securities may have difficulty selling their
shares.
There
is
currently no established public trading market for our securities and an
active
trading market in our securities may not develop or, if developed, may not
be
sustained. We intend to apply for admission to quotation of our securities
on
the OTC Bulletin Board after this prospectus is declared effective by the
SEC.
If for any reason our common stock is not quoted on the OTC Bulletin Board
or a
public trading market does not otherwise develop, purchasers of the shares
may
have difficulty selling their common stock should they desire to do so. No
market makers have committed to becoming market makers for our common stock
and
none may do so.
State
securities laws may limit secondary trading, which may restrict the states
in
which and conditions under which you can sell the shares offered by this
prospectus.
Secondary
trading in common stock sold in this offering will not be possible in any
state
until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing
in
certain recognized securities manuals, is available for secondary trading
in the
state. If we fail to register or qualify, or to obtain or verify an exemption
for the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a resident
of
that state. In the event that a significant number of states refuse to permit
secondary trading in our common stock, the liquidity for the common stock
could
be significantly impacted thus causing you to realize a loss on your
investment.
Because
we do not intend to pay any cash dividends on our common stock, our stockholders
will not be able to receive a return on their shares unless they sell
them.
We
intend
to retain any future earnings to finance the development and expansion of
our
business. We do not anticipate paying any cash dividends on our common stock
in
the foreseeable future. Unless we pay dividends, our stockholders will not
be
able to receive a return on their shares unless they sell them.
We
may issue shares of preferred stock in the future that may adversely impact
your
rights as holders of our common stock.
Our
Articles of Incorporation authorizes us to issue up to 5,000,000 shares of
“blank check” preferred stock. Accordingly, our board of directors will have the
authority to fix and determine the relative rights and preferences of preferred
shares, as well as the authority to issue such shares, without further
stockholder approval. As a result, our board of directors could authorize
the
issuance of a series of preferred stock that would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to the
redemption of such preferred shares, together with a premium, prior to the
redemption of the common stock. To the extent that we do issue such additional
shares of preferred stock, your rights as holders of common stock could be
impaired thereby, including, without limitation, dilution of your ownership
interests in us. In addition, shares of preferred stock could be issued with
terms calculated to delay or prevent a change in control or make removal
of
management more difficult, which may not be in your interest as holders of
common stock
12
THE
OFFERING
This
prospectus relates to the following: (a) the offering and sale by our Company
of
up to an aggregate of 3,000,000 shares of the Company’s common stock, par value
$0.0001 per share; and (b) the resale of 3,000,000 issued and outstanding shares
of the Company’s common stock, par value $0.0001 per share, to be offered and
sold by the holders thereof. Such shares will be offered and sold at a price
of
$0.05 per share until a market develops and thereafter at prevailing market
prices or privately negotiated prices.
The
shares to be offered and sold by us will be offered on a “best efforts basis.”
The shares will be sold by our directors and officers on our behalf, and no
underwriters or broker-dealers will be involved in such offering. The offering
will commence as soon as practicable after the effective date of the
registration statement relating to this prospectus. It will terminate 180 days
after such effective date, but such termination date may be extended for up
to
an additional 90 days in our discretion. We reserve the right to terminate
the
offering at an earlier date, in our sole discretion, even if no shares are
sold.
The
3,000,000 shares to be resold are shares of our common stock, par value $0.0001
per share, which are issued and outstanding and will be offered and sold by
the
holders thereof. Such shares were offered and sold by us at a purchase price
of
$0.015 per share to the selling security holders in private placements conducted
in March 2007 to the selling security holders pursuant to the exemptions
from registration under the Securities Act provided by Regulation S promulgated
thereunder.
USE
OF PROCEEDS
We
will
not receive any of the proceeds from the sale of the 3,000,000 shares of common
stock being offered by the selling security holders.
We
will
receive proceeds from the sale of up to 3,000,000 shares of common stock being
offered by our Company. If the sale of the maximum amount of shares being
offered herein is achieved, of which there is no assurance, we estimate that
the
net proceeds from this offering will be approximately $125,000, after deducting
$25,000 for estimated offering expenses, which include legal, accounting and
filing fees. The proceeds are expected to be disbursed, in the priority listed
below, during the first twelve (12) months after the successful completion
of
the offering as set forth in the table below. The table below sets forth our
anticipated use of proceeds if 3,000,000 shares or 1,500,000 shares are sold
in
the offering.
Sale
of
3,000,000
Shares
Sale
of
1,500,000
Shares
Net
Proceeds:
$
125,000
$
50,000
The
net
proceeds will be used as follows:
Software
Development:
$
60,000
$
25,000
Marketing:
$
20,000
$
5,000
Working
Capital:
$
45,000
$
20,000
Totals:
$
125,000
$
50,000
13
That
portion of the net proceeds not required for immediate expenditure may be
deposited into an interest-bearing account or invested in short-term government
notes, treasury bills, or similar obligations of financial institutions,
at our sole discretion.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange and
we
have not applied for listing or quotation on any public market. Our Company
and
our selling security holders will be offering the shares of common stock being
covered by this prospectus at a price of $0.05 per share until a market develops
and thereafter at prevailing market prices or privately negotiated prices.
Such
offering price does not have any relationship to any established criteria of
value, such as book value or earnings per share. Because we have no significant
operating history and have not generated any revenues to date, the price of
our
common stock is not based on past earnings, nor is the price of our common
stock
indicative of the current market value of the assets owned by us. No valuation
or appraisal has been prepared for our business and potential business
expansion.
The
offering price was determined arbitrarily by our Board of Directors after
consideration of the price at which they believed investors would be willing
to
purchase the shares. Additional factors that were included in determining the
offering price are the lack of liquidity resulting from the fact that there
is
no present market for our stock and the high level of risk considering our
lack
of profitable operating history.
DILUTION
8,000,000
shares of our presently issued and outstanding shares of common stock were
issued to certain shareholders who were involved in the founding of the Company
and to our officers and directors at par value in consideration for cash
payments aggregating $800. The remaining 3,000,000 shares of our presently
issued and outstanding shares of common stock were issued to the selling
shareholders at a purchase price of $0.015 per share in private placements
conducted in March 2007 pursuant to the exemptions from registration under
the Securities Act provided by Regulation S promulgated thereunder. In contrast,
all of the shares offered hereby are being offered at $.05 per share.
Accordingly, the shares offered hereby are being offered at a price
significantly more than the price paid by our founders, officers, and directors,
for shares of common stock purchased by them.
“Dilution,”
as the term is used herein, is a reduction in the value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the common shares after the purchase takes place. "Net
tangible book value" represents the amount of total tangible assets less the
amount of total liabilities divided by the number of shares of our common stock
outstanding. This dilution arises mainly from the arbitrary decision as to
the
offering price per share and the lower book value of the shares currently
outstanding. As we are a development stage company with no assets, operations
or
revenues at this time, there is no reasonable measure of the net tangible book
value per share for our outstanding common stock.
The
following table summarizes the dilution which investors participating in the
offering would incur and the benefit to current shareholders as a result of
this
offering, if 3,000,000 shares or 1,500,000 shares are sold (after deducting
any
legal, accounting, printing, or other offering costs incurred in connection
with
this offering).
Sale
of 3,000,000 Shares
Sale
of 1,500,000 Shares
Net
Tangible Book Value Per Share Prior to the Offering
$
.002
$
.002
Increase
in Net Tangible Book Value Per Share Attributable to this
Offering
$
.012
$
.006
Net
Tangible Book Value Per Share After this Offering
$
.014
$
.008
Dilution
of New Investors
$
.036
$
.042
14
DESCRIPTION
OF BUSINESS
Overview
We
were
incorporated in the State of Nevada on February 21, 2007. We are a development
stage company. We have not generated any revenue to date and our operations
have
been limited to organizational, start-up, and fund raising activities.
In March 2007, we raised an aggregate of $45,000 from 36 investors in a
private placement. These funds were used by us primarily in preparation for
this
offering. We currently have no employees other than our officers, who are also
our directors.
The
address of our principal executive office is 410 Park Avenue, 15th
Floor,
New York, NY10022. Our telephone number is (888) 251-3422 and our facsimile
number is (212) 504-2800. We do not have a website at this time.
The
Company
CaseyCorp
Enterprises, Inc. is a development stage company which was incorporated on
February 21, 2007 in the state of Nevada. We have not yet commenced operations,
other than organizational matters in connection with this offering.
We
are
focused on developing and distributing advanced surveillance and security
products. Currently, due to increased global terrorist threats and crime
prevention activities, there is a growing need for technologically advanced
security and surveillance products. We hope to offer security and surveillance
products that will include digital, audio, video and a third generation
photoelectric transmission technology security platform which is focused on
enabling our product users to have uninterrupted, high quality security
surveillance capabilities. Our goal is to improve security and surveillance
capabilities by providing quality products to municipalities, businesses and
organizations that require reliable security measures. We hope that
the Company’s applications will allow users, such as municipal police
departments, office buildings, banks, retail and wholesale operations, to better
monitor and protect their respective areas of purview.
We
anticipate providing our surveillance and security products to customers through
direct sales or distribution of equipment, as well as the installation and
maintenance for all of our hardware and software sold. The various products
that
we will develop will be of a flexible and modular architecture to allow our
products and software to be installed one application at a time or all at once,
and to integrate easily with software developed by other vendors or the client.
This enables our clients to install our software without the disruption and
expense of replacing their existing software systems to gain additional
functionality.
We
have
not commenced operations other than in connection with this offering. Our
director and officers have no experience in the business of security and
surveillance equipment.
We
do not
have sufficient capital to operate our business and will require additional
funding to sustain operations. There is no assurance that we will have revenue
in the future or that we will be able to secure the necessary funding to develop
our business.
15
Our
Market
We
have
identified three primary markets for our security and surveillance products
and
software solutions. Initial marketing will focus on direct sales to
municipalities, office buildings and retail establishments. Once a strong
customer is established we wish to enter the governmental sector.
Objectives
Our
goal
is to improve security and surveillance capabilities by providing quality
products to municipalities, businesses and organizations that require reliable
security measures with an innovative third generation digital security platform
along with high quality surveillance equipment.
The
Company has no revenues at this time. As of September 30, 2007, we had
approximately $26,000 in cash. It is our belief that this will suffice until
we
are quoted on the NASD Over the Counter Bulletin Board. We are offering up
to a
total of 3,000,000 shares of common stock on a best efforts basis. The offering
price is $0.05 per share. Once any shares are subscribed, accepted and paid
for,
the purchase price paid to us will be immediately used by us and there will
be
no refunds.
Proceeds
from the sale of the 3,000,000 shares of common stock to be sold by the
Company will be used for the creation of beta programming, completion of a
website and the purchase of the necessary hardware and software for future
development. If it turns out that we do not have enough money to effectuate
our
business plan, we may attempt to raise additional funds from a second public
offering, a private placement or loans. At the present time, we have not made
any plans to raise additional money and there is no assurance that we would
be
able to raise additional money in the future. If we need additional money and
are not successful, we may have to suspend or cease operations.
Product
Development
Our
products are intended to assist municipalities, businesses and organizations
that require reliable security measures to improve operations and optimize
effectiveness. We believe that once we are able to offer our customers an
innovative third generation digital security platform along with high quality
surveillance equipment, we will improve the technological and communication
problems currently plaguing the surveillance and security arena. Our equipment
and software will eventually allow our customers to integrate and upgrade their
current surveillance. As providing products for all these various potential
clients would constitute dozens of intricate programs that would require
considerable time and financial resources to create, we intend to approach
product development in an incremental fashion.
·
Stage
1 - Our initial efforts will be to create a beta third generation
surveillance programming platform which will be designed to allow
viewing
of surveillance equipment feeds to our clients through easy and secure
internet access. This will allow our customers direct viewing access
via
any internet portal to the area of surveillance. Additionally, we
would
need to insure that our programming platform will be compatible with
the
state of the art CCTV’s currently available. When creating the beta
products, we will utilize the assistance of a wide array of professionals
including security professionals, programmers, website developers
and
marketing experts. Initially, we hope to employ these professionals
on a
per diem or consulting basis.
·
Stage
2 - Once our surveillance programming platform is operational and
revenue
generating we intend to use any earned revenue we may receive to
commence
development of our own closed caption television cameras and lenses.
This
equipment will assist security minded organizations to improve their
surveillance capabilities in numerous areas. These benefits will
include
improved integration, increased access and the ability to consolidate
their maintenance concerns. By incrementally adding to our products
in a
methodical fashion we hope to attract and retain a broad customer
base.
·
Stage
3 - To be effective on a long term basis it will be a major imperative
for
us to remain relevant and interesting to our customer base. We expect
that
creative and useful programming must be developed on a continued
basis and
will remain an expense for the foreseeable future. This need is further
exaggerated by the ever changing needs of the security field.
Additionally, increased programming will allow us to add to our product
line and that will allow the company to increase corporate revenue.
16
The
incremental approach described above, will allow us to begin product development
on a limited financial budget. As revenues increase, additional programs can
be
developed. Ultimately, we would like to have a product line that offers our
clients an efficient and easy way to monitor and secure their respective
objectives.
Marketing
Upon
completion of our beta programs, the company will have a need for a detailed
marketing plan that will afford for a wide exposure of our services to our
preferred markets. Our preferred markets would include:
·
Municipalities
·
Office
Buildings/Complexes
·
Retail
Organizations
·
Warehouses
·
Government
Facilities
We
hope
to target our preferred markets with a thorough a direct sales approach as
well
as an advertising campaign that would include online and traditional print.
We
expect
to distribute our products through various means including on a subscription
basis via remote application-hosting services as an Application Service Provider
(ASP) or licensed and installed locally.
We
recognize that our current management does not have sufficient marketing
experience to create and execute an effective marketing plan. Accordingly,
it is
our intention to seek out a consulting firm(s) that specializes in this arena.
Currently, we are focusing our efforts on developing a request for proposal
for
prospective marketing firms. Generally we are seeking firms with experience
in
the security and surveillance systems market.
Although
the Company generally anticipates that once the Registration Statement is
declared effective and its shares are quoted on the NASD Bulletin Board, that
we
will need to raise additional funds, we have no specific plans, understandings
or agreements with respect to such an offering, and may seek to raise the
required capital by other means. No arrangements have been made with any third
party with respect to such a private offering and we have given no contemplation
with respect to the securities to be offered or any other issue with respect
to
any offering. Since we have no such arrangements or plans currently in effect,
our inability to raise funds for a marketing program will have a severe negative
impact on our ability to remain a viable company.
Competition
The
security surveillance industry is highly competitive. The products we plan
to
introduce will encounter strong competition from many other companies, including
many with greater financial resources than ours.
As
the
security surveillance industry market continues to expand, we expect there
to be
significant competition from companies similar to ours, as well as from larger
and more established companies. Our competitors include:
1.
Vicon
Industries, Inc. engages
in the design, manufacture, assembly, and marketing of a range of
video
systems and system components used for security, surveillance, safety,
and
control purposes by various end users. The company's product line
consists
of various elements of a video system, including network video encoders,
decoders, servers, and related video management software; analog
and
Internet protocol cameras; digital recorders; display units; matrix
switchers; robotic camera dome systems; and system controls. Its
products
are used in office buildings, manufacturing plants, warehouses apartment
complexes, shopping malls, and retail stores; federal, state, and
local
governments for national security purposes; municipal facilities;
prisons;
and military installations; financial institutions, such as banks,
clearing houses, and brokerage firms and depositories; transportation
departments; gaming casinos; and health care facilities, including
hospitals, primarily psychiatric wards and intensive care units.
Vicon
Industries sells its products primarily to installing dealers, system
integrators, government entities, and distributors in the United
States,
Europe, Scandinavia, and the Middle East. The company was founded
in 1967
and is based in Hauppauge, New
York.
17
2.
GVI
Security Solutions, Inc., through
its subsidiaries, provides video surveillance and security solutions
to
the homeland security, professional, and business-to-business markets.
It
offers a combination of closed circuit televisions, digital video
recorders, access control, rapid access portals, software systems,
and
networking products that enhance life safety for government agencies
and
the private sector. The company's video surveillance and integrated
security solutions include black and white, and color cameras, which
include motion detection, and low light day/night resolution; waterproof
and weather resistant cameras; dome and pinhole cameras and casings;
a
range of lenses; black and white, color, plasma, and flat screen
monitors;
videocassette and digital recorders, and hard disk recorders; video
transmission equipment; digital video processors and recorders, switchers,
and video management systems; digital video recording software; and
hardware and software, which enable intelligent video surveillance.
It
also designs and manufactures building access portals. The company
serves
distributors, system integrators, government agencies, and private
sector
businesses in the United States. GVI Security offers its products
and
services through local, regional, and national system integrators,
as well
as through distributors, internal sales force, and independent
representatives. The company was founded in 1993 and is based in
Carrollton, Texas.
3.
China
Security & Surveillance Technology, INC. (CSCT)
is
a holding company that owns two direct subsidiaries, Safetech and
CSST
China. Safetech is a holding company that owns both Golden and CSST
HK.
CSST HK in turn owns Cheng Feng. CSCT’s primary business operations are
conducted through its indirect subsidiaries Golden and Cheng Feng.
Goldens
business is focused on manufacturing, distributing, installing and
maintaining security and surveillance systems in China. Cheng Fengs
business is focused on the manufacturing, marketing and sales of
security
and surveillance related hardware as well as the development and
integration of software.
Employees
We
have
no full time employees at this time. All functions, including development,
strategy, negotiations and clerical are currently being provided on a voluntary
basis by our two officers.
Description
of Property
We
do not
lease or own any real property. We currently maintain our corporate offices
at
410 Park Avenue, 15th Floor, New York, NY10022. We currently pay rent of $150,
on a month to month basis, for this space. We believe that this space will
be
sufficient until we start generating revenues and need to hire employees.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of CaseyCorp Enterprises, Inc. And the services we expect to offer and other
statements contained herein regarding matters that are not historical facts,
are
“forward-looking” statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made
by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
18
All
forward-looking statements speak only as of the date on which they are made.
We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
Overview
CaseyCorp
Enterprises, Inc. is focused on developing and licensing proprietary software
solutions for healthcare providers, health care professionals and health
insurance companies. With adequate funding we feel that we are well positioned
to execute our business plan.
Plan
of Operation
Over
the
course of the next twelve month period we plan to focus our efforts on software
development with the objective of creating a beta practice management program
which will be designed to automate and streamline a number of administrative
functions required for operating a medical organization/practice. We recognize
that our current management and Board of Directors do not have sufficient
business planning experience to create these systems. Accordingly, it is our
intention to seek out a consulting firm(s) and programmers that specializes
in
this arena. Upon completion of our business plan we will need to raise
additional funds to retain the services of computer programming professionals.
Additionally, we will utilize this time period to actively seek out qualified
individuals who can assume key management positions to assist the company in
attaining its’ stated goals.
Liquidity
and Capital Resources
Our
balance sheet as of September 30, 2007 reflects cash in the amount of $26,197.
Cash and cash equivalents from inception to date have been sufficient to provide
the operating capital necessary to operate to date.
We
do not
have sufficient resources to effectuate our business plan. We expect to incur
a
minimum of $50,000 in expenses during the next twelve months of operations.
We
estimate that this will be comprised mostly of development and operating
expenses including; $25,000 towards software development, $5,000 towards
marketing materials and website. Additionally, $20,000 will be needed for
general overhead expenses such as for reimbursed expenses, corporate legal
and
accounting fees, office overhead and general working capital. Accordingly,
we
will have to raise the funds to pay for these expenses. We might do so through
a
private offering after this registration statement is declared effective and
our
shares are quoted on the Over the Counter Bulletin Board. We potentially will
have to issue debt or equity or enter into a strategic arrangement with a third
party. There can be no assurance that additional capital will be available
to
us. We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
Going
Concern Consideration
Our
independent auditors included an explanatory paragraph in their report on the
accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
Off-Balance
Sheet Arrangements
We
have
no off-balance sheet arrangements.
LEGAL
PROCEEDINGS
There
are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
19
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors
and Executive Officers
Set
forth
below is certain information regarding our board of directors and our executive
officers including their names, ages, and business experience.
Mr.
Israel Levy has been our Chairman, Chief Executive Officer, President, Treasurer
and a Director since the Company’s inception. Mr. Levy currently owns and
operates a small software development firm and has been doing so since the
fall
of 2001. His area of expertise is assisting start-up medical practices to
implement effective surveillance systems. Prior to starting his own consulting
business in Jerusalem, Israel, Israel worked as a software programmer at the
office of LygroTech in Jerusalem, Israel during the period of 1999 through
the
summer of 2001.
Mr.
Yehoshua Lustig has been our Secretary and a Director since the Company’s
inception. Mr. Lustig is currently an accounting tutor to university students
in
Tel-Aviv and Jerusalem, Israel. Yehoshua has operated in this capacity since
the
summer of 2003. For two years prior, Yehoshua served as a teaching assistant
for
high school mathematics. Additionally, Yehoshua intends to return to school
on a
part-time basis to earn a masters degree in accounting.
There
are
no familial relationships among any of our directors or officers. None of our
directors or officers is a director in any other U.S. reporting companies.
None
of our directors or officers has been affiliated with any company that has
filed
for bankruptcy within the last five years.
The
Company is not aware of any proceedings to which any of the Company’s officers
or directors, or any associate of any such officer or director, is a party
adverse to the Company or any of the Company’s subsidiaries or has a material
interest adverse to it or any of its subsidiaries.
Each
director of the Company serves for a term of one year or until the successor
is
elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders. Each officer serves, at the pleasure
of the board of directors, for a term of one year and until the successor is
elected at the annual meeting of the board of directors and is qualified.
Auditors;
Code of Ethics; Financial Expert
Wolinetz,
Lafazan & Company, P.C., an independent registered public accounting firm is
our auditors.
We
do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers. We do not have a “financial expert” on the board or an
audit committee or nominating committee.
20
Potential
Conflicts of Interest
Since
we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees
are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or directors.
Involvement
in Certain Legal Proceedings
There
are
no legal proceedings that have occurred within the past five years concerning
our directors, or control persons which involved a criminal conviction, a
criminal proceeding, an administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.
EXECUTIVE
COMPENSATION
Summary
Compensation
Since
our
incorporation on February 21, 2007, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such. We have no employment agreements with any
of
our directors or executive officers. We have no pension, health, annuity, bonus,
insurance, stock options, profit sharing or similar benefit plans.
Since
our
incorporation on February 21, 2007, no stock options or stock appreciation
rights were granted to any of our directors or executive officers. We have
no
long-term equity incentive plans.
Outstanding
Equity Awards
None
of
our directors or executive officers holds unexercised options, stock that has
not vested, or equity incentive plan awards.
Compensation
of Directors
Since
our
incorporation on February 21, 2007, no compensation has been paid to any of
our
directors in consideration for their services rendered in their capacity as
directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of December 4, 2007, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules,
a
person is deemed to be a beneficial owner of a security if that person has
or
shares voting power, which includes the power to vote or direct the voting
of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and
a
person may be deemed to be a beneficial owner of securities as to which he
or
she may not have any pecuniary beneficial interest. Except as noted below,
each
person has sole voting and investment power.
The
percentages below are calculated based on 11,000,000 shares of our common stock
issued and outstanding as of December 4, 2007. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock. Unless otherwise indicated, the address of each person
listed is c/o CaseyCorp Enterprises, Inc., 410 Park Avenue, 15th Floor, NewYork, NY10022.
21
Name
of Beneficial Owner
Number
of Shares
of
Common Stock
Beneficially
Owned
Percent
of
Common
Stock
Beneficially
Owned
Israel
Levy
7,500,000
68
%
Yehoshua
Lustig
500,000
5
%
All
directors and executive officers as a group (two persons)
On
February 21, 2007 by action taken by our board of directors, we issued 500,000
shares of our common stock to Yehoshua Lustig, our Secretary and Director.
The
shares were issued in consideration for the payment of a purchase price equal
to
the par value of the shares, $0.0001 per share, which amounted in the aggregate
to $50. This transaction was conducted in reliance upon an exemption from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended. Mr. Lustig was our officer and director and had access to all of the
information which would be required to be included in a registration statement,
and the transaction did not involve a public offering.
DIRECTOR
INDEPENDENCE
We
are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
We do not believe that any of our directors currently meet the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange.
SELLING
SECURITY HOLDERS
The
following table sets forth the shares beneficially owned, as of December 4,2007, by the selling security holders prior to the offering contemplated by
this
prospectus, the number of shares each selling security holder is offering by
this prospectus and the number of shares which each would own beneficially
if
all such offered shares are sold.
Beneficial
ownership is determined in accordance with Securities and Exchange Commission
rules. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power
to
vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a
right
to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
22
None
of
the selling security holders is a registered broker-dealer or an affiliate
of a
registered broker-dealer. Each of the selling security holders has acquired
his,
her or its shares pursuant to a private placement solely for investment and
not
with a view to or for resale or distribution of such securities. The shares
were
offered and sold to the selling security holders at a purchase price of $0.015
per share in private placements made in March 2007, pursuant to the
exemptions from the registration under the Securities Act provided by Regulation
S of the Securities Act. None of the selling security holders are affiliates
or
controlled by our affiliates and none of the selling security holders are now
or
were at any time in the past an officer or director of ours or any of any of
our
predecessors or affiliates.
The
percentages below are calculated based on 11,000,000 shares of our common stock
issued and outstanding. We do not have any outstanding options, warrants or
other securities exercisable for or convertible into shares of our common
stock.
Common
Number
of Shares offered by Selling
Number
of Shares Owned by
Selling Security holder After Offering and Percent of Total
Issued
and Outstanding Held Before the Offering(1)
Shares
Security
Number
Percentage
Name
of Selling Security Holder
Owned
Holder
of
Shares
of
Class
1)
Shulamit Levi
50,000
50,000
0
*
2)
Amos Saada
50,000
50,000
0
*
3)
Saadia Orksi
50,000
50,000
0
*
4)
Maish Lapidot
50,000
50,000
0
*
5)
David Deutsch
50,000
50,000
0
*
6)
Yonathan Davis
50,000
50,000
0
*
7)
Yehiel Hetzroni
50,000
50,000
0
*
8)
Ophira Shaviv
50,000
50,000
0
*
9)
Dan Marans
50,000
50,000
0
*
10)
Jonathan Chiceo
50,000
50,000
0
*
11)
Sima Wetzler
50,000
50,000
0
*
12)
Aryeh Koenigsberg
50,000
50,000
0
*
13)
Batsheva Schur-Lefcoe
50,000
50,000
0
*
14)
Daniel Elul
50,000
50,000
0
*
15)
Alyssa Aftel
50,000
50,000
0
*
16)
Bayla Kurtz
50,000
50,000
0
*
17)
Deborah Wigman
50,000
50,000
0
*
18)
Annette Aaronson
50,000
50,000
0
*
19)
Meir Perry
50,000
50,000
0
*
20)
Mimi Kamilar
50,000
50,000
0
*
21)
Rebecca Rubinstein
50,000
50,000
0
*
22)
Boaz Ophar
50,000
50,000
0
*
23)
Michele Grafstein
100,000
100,000
0
*
24)
Rebecca Poch
100,000
100,000
0
*
25)
Ronni Suna
100,000
100,000
0
*
26)
Miriam Deutsch
100,000
100,000
0
*
27)
Paula Burg
100,000
100,000
0
*
28)
Eliezer Schenkolewski
100,000
100,000
0
*
29)
Hadassah Strahl
100,000
100,000
0
*
30)
Sue Gershon
100,000
100,000
0
*
31)
Joshua Persky
100,000
100,000
0
*
32)
Allison Rosenbaum
200,000
200,000
0
1.82
33)
Bayla Barron
200,000
200,000
0
1.82
34)
Doni Waxman
200,000
200,000
0
1.82
35)
Nancy Hershkowitz
200,000
200,000
0
1.82
36)
Sharona Rosenberg
200,000
200,000
0
1.82
*
Represents less than one percent of the total number of shares of common stock
outstanding as of the date of this filing.
(1)
Assumes
all of the shares of common stock offered in this prospectus are
sold and
no other shares of common stock are sold or issued during this offering
period. Based on 11,000,000 shares of common stock issued and outstanding
as of December 4, 2007.
23
We
may
require the selling security holders to suspend the sales of the securities
offered by this prospectus upon the occurrence of any event that makes any
statement in this prospectus, or the related registration statement, untrue
in
any material respect, or that requires the changing of statements in these
documents in order to make statements in those documents not misleading. We
will
file a post-effective amendment to this registration statement to reflect any
material changes to this prospectus.
EXPENSES
OF ISSUANCE AND DISTRIBUTION
We
have
agreed to pay all expenses incident to the offering and sale to the public
of
the shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes, which shall be borne
by
the selling security holders. The expenses which we are paying are set forth
in
the following table. All of the amounts shown are estimates except the SEC
registration fee.
Nature
of Expense
Amount
Accounting
Fees and Expenses
$
10,000.00
SEC
registration fee
$
9.22
Legal
fees and other expenses
$
15,000.00
Total
$
25,009.22
PLAN
OF DISTRIBUTION
There
has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the National Association of Securities Dealers,
Inc. for our common stock to eligible for trading on the OTCBB. We do not yet
have a market maker who has agreed to file such application.
We
are
offering up to a maximum of 3,000,000 shares of our common stock by direct
public offering on a "best efforts basis." The offering price is $0.05 per
share. The shares will be sold on our behalf by our officers and directors.
None
of our officers or directors will receive any commissions or proceeds from
the
offering for selling shares on our behalf. No brokers, dealers or finders or
agent for commission are involved in this offering.
24
The
offering will commence as soon as practicable after the effective date of the
registration statement relating to this prospectus. It will terminate 180 days
after such effective date, but such termination date may be extended for up
to
an additional 90 days in our discretion. We reserve the right to terminate
the
offering at an earlier date, in our sole discretion, even if no shares are
sold.
There
are
no other minimum purchase requirements, and there are no arrangements to place
the funds in an escrow, trust, or similar account. Funds received by us for
the
payment of shares subscribed for in the offering will be deposited into a bank
account maintained by us and under our control and be immediately available
for
our use. All funds received by us will be retained by us for our use and will
not be refunded.
As
noted
above, we will sell the shares in this offering through our officers and
directors. Such persons will receive no commission from the sale of any shares.
They will not register as a broker-dealer under section 15 of the Securities
Exchange Act of 1934, in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those
conditions under which a person associated with an issuer may participate in
the
offering of the issuer's securities and not be deemed to be a broker/dealer.
The
conditions are namely: (1) The person is not statutorily disqualified, as that
term is defined in Section 3(a)(39) of the Act, at the time of his
participation; (2) The person is not compensated in connection with his
participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities; (3) The person is not
at
the time of their participation, an associated person of a broker/dealer; and
(4) The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of
the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of
the
Issuer otherwise than in connection with transactions in securities; and (B)
is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) does not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our
officers and directors are not statutorily disqualified, are not being
compensated, and are not associated with a broker/dealer. They are and will
continue to be our officers and directors at the end of the offering and have
not been during the last twelve months and are currently not a broker/dealer
or
associated with a broker/dealer. They will not participate in selling and
offering securities for any issuer more than once every twelve
months.
Only
after our registration statement relating to this prospectus is declared
effective by the SEC, do we intend to hold investment meetings in various states
where the offering will be registered. We will not utilize the Internet or
any
form of paid media to advertise our offering, but rather through meetings
arranged by our officers and directors and their business associates and his
friends or relatives who may also distribute the prospectus to potential
investors, to see who are interested in us and in making a possible investment
in the offering. No shares purchased in this offering will be subject to any
kind of lock-up or trust agreement, implicit or explicit.
Procedures
for Subscribing
We
will
not accept any money until this registration statement is declared effective
by
the SEC. Once the registration statement is declared effective by the SEC,
if
you decide to subscribe for any shares in this offering, you must
1.
execute and deliver a subscription agreement, a copy of which is included with
the prospectus.
2.
deliver a check or certified funds to us for acceptance or rejection.
All
checks for subscriptions must be made payable to "CaseyCorp Enterprises, Inc."
25
Right
to Reject Subscriptions
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
Resale
by Selling Security Holders
The
selling security holders may, from time to time, sell all or a portion of the
shares of common stock on any market upon which the common stock may be listed
or quoted (anticipated to be the OTC Bulletin Board in the United States),
in
privately negotiated transactions or otherwise. Such sales may be at fixed
prices prevailing at the time of sale, at prices related to the market prices
or
at negotiated prices. The shares of common stock being offered for resale by
this prospectus may be sold by the selling security holders by one or more
of
the following methods, without limitation:
(a)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
(b)
privately negotiated transactions;
(c)
market sales (both long and short to the extent permitted under the federal
securities laws);
(d)
at
the market to or through market makers or into an existing market for the
shares;
(e)
through transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and
(f)
a
combination of any of the aforementioned methods of sale.
In
the
event of the transfer by any of the selling security holders of its common
shares to any pledgee, donee or other transferee, we will amend this prospectus
and the registration statement of which this prospectus forms a part by the
filing of a post-effective amendment in order to have the pledgee, donee or
other transferee in place of the selling stockholder who has transferred his,
her or its shares.
In
effecting sales, brokers and dealers engaged by the selling security holders
may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling stockholder or, if any of the
broker-dealers act as an agent for the purchaser of such shares, from a
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
a
selling stockholder to sell a specified number of the shares of common stock
at
a stipulated price per share. Such an agreement may also require the
broker-dealer to purchase as principal any unsold shares of common stock at
the
price required to fulfill the broker-dealer commitment to the selling
stockholder if such broker-dealer is unable to sell the shares on behalf of
the
selling stockholder. Broker-dealers who acquire shares of common stock as
principal may thereafter resell the shares of common stock 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. Such
sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to
or
receive from the purchasers of the shares commissions as described
above.
The
selling security holders and any broker-dealers or agents that participate
with
the selling stockholders in the sale of the shares of common stock may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with
these sales. In that event, any commissions received by the broker-dealers
or
agents and any profit on the resale of the shares of common stock purchased
by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
26
From
time
to time, any of the selling security holders may pledge shares of common stock
pursuant to the margin provisions of customer agreements with brokers. Upon
a
default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. Upon a sale of the shares
of
common stock, the selling security holders intend to comply with the prospectus
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act which may be required
in the event any of the selling stockholders defaults under any customer
agreement with brokers.
To
the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-dealers,
the number of shares of common stock involved, the price at which the common
stock is to be sold, the commissions paid or discounts or concessions allowed
to
such broker-dealers, where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this prospectus and other facts material to the transaction.
We
and
the selling security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling security holder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the common stock.
All
expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in such transaction, or
both.
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.
Underwriters
We
have
no underwriter and do not intend to have one. In the event that we or any
selling shareholder qualifying shares under this SB-2 sells or intends to sell
by means of any arrangement with an underwriter, then we will file a
post-effective amendment to this SB-2 to accurately reflect the changes to
us
and our financial affairs and any new risk factors, and in particular to
disclose such material relevant to this Plan of Distribution.
Regulation
M
We
are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation
M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
Penny
Stock Regulations
You
should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to
be
any equity security that has a market price (as defined) 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 "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. 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 prepared by the SEC which 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.
27
Blue
Sky Restrictions on Resale
If
a
selling security holder wants to sell shares of our common stock under this
registration statement in the United States, the selling security holders will
also need to comply with state securities laws, also known as “Blue Sky laws,”
with regard to secondary sales. All states offer a variety of exemption from
registration for secondary sales. Many states, for example, have an exemption
for secondary trading of securities registered under Section 12(g) of the
Securities Exchange Act of 1934 or for securities of issuers that publish
continuous disclosure of financial and non-financial information in a recognized
securities manual, such as Standard & Poor’s. The broker for a selling
security holder will be able to advise a selling security holder which states
our common stock is exempt from registration with that state for secondary
sales.
Any
person who purchases shares of our common stock from a selling security holder
under this registration statement who then wants to sell such shares will also
have to comply with Blue Sky laws regarding secondary sales.
When
the
registration statement becomes effective, and a selling security holder
indicates in which state(s) he desires to sell his shares, we will be able
to
identify whether it will need to register or will rely on an exemption there
from.
DIVIDEND
POLICY
We
have
not declared or paid dividends on our common stock since our formation, and
we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant
by
the board of directors. There are no contractual restrictions on our ability
to
declare or pay dividends.
SHARE
CAPITAL
Security
Holders
At
December 4, 2007, there were 11,000,000 common shares outstanding which were
held by 38 stockholders of record.
Transfer
Agent
We
are
currently serving as our own transfer agent, and plan to continue to serve
in
that capacity until such time as management believes it is necessary or
appropriate to employ an independent transfer agent in order to facilitate
the
creation of a public trading market for its securities. Until such time as
a
transfer agent is retained, we will be responsible for all record-keeping and
administrative functions in connection with the shares of our common stock.
Should our securities be quoted on any exchange or OTC quotation system or
application is made to have the securities quoted, an independent transfer
agent
will be appointed.
28
Admission
to Quotation on the OTC Bulletin Board
We
intend
to have our common stock be quoted on the OTC Bulletin Board. However, we do
not
have a market maker that has agreed to file such application. If our securities
are not quoted on the OTC Bulletin Board, a security holder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market
value
of our securities. The OTC Bulletin Board differs from national and regional
stock exchanges in that it
(1)
is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and
(2)
securities admitted to quotation are offered by one or more Broker-dealers
rather than the "specialist" common to stock exchanges.
To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid
or
sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our securities
will trade on the OTC Bulletin Board. We may not now or ever qualify for
quotation on the OTC Bulletin Board. We currently have no market maker who
is
willing to list quotations for our securities.
Description
of Securities
The
following description of our capital stock is a summary and is qualified in
its
entirety by the provisions of our Articles of Incorporation which has been
filed
as an exhibit to our registration statement of which this prospectus is a
part.
Common
Stock
We
are
authorized to issue 500,000,000 common stock with par value of $0.0001, of
which
11,000,000 shares are issued and outstanding as of December 4, 2007. Each holder
of our shares of our common stock is entitled to one vote per share on all
matters to be voted upon by the stockholders, including the election of
directors. The holders of shares of common stock have no preemptive, conversion,
subscription or cumulative voting rights. There is no provision in our Articles
of Incorporation or By-laws that would delay, defer or prevent a change in
control of our Company.
Preferred
Stock
We
are
authorized to issue 5,000,000 shares of preferred stock with par value of
$0.0001, none of which is issued and outstanding. Our board of directors
has the right, without shareholder approval, to issue preferred shares with
rights superior to the rights of the holders of shares of common stock. As
a
result, preferred shares could be issued quickly and easily, negatively
affecting the rights of holders of common shares and could be issued with terms
calculated to delay or prevent a change in control or make removal of management
more difficult. Because we may issue up to 5,000,000 shares of preferred stock
in order to raise capital for our operations, your ownership interest may be
diluted which results in your percentage of ownership in us decreasing.
Warrants
and Options
Currently,
there are no warrants, options or other convertible securities
outstanding.
LEGAL
MATTERS
David
Lubin & Associates, PLLC has opined on the validity of the shares of common
stock being offered hereby.
29
EXPERTS
The
financial statements included in this prospectus and in the registration
statement have been audited by Wolinetz, Lafazan & Company, P.C., an
independent registered public accounting firm, to the extent and for the period
set forth in their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had,
or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the registrant or any of its parents or subsidiaries. Nor
was
any such person connected with the registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer or employee.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
By-laws provide to the fullest extent permitted by law, our directors or
officers, former directors and officers, and persons who act at our request
as a
director or officer of a body corporate of which we are a shareholder or
creditor shall be indemnified by us. We believe that the indemnification
provisions in our By-laws are necessary to attract and retain qualified persons
as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act" or "Securities Act") may be permitted to directors, officers or persons
controlling us 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.
WHERE
YOU CAN FIND MORE INFORMATION
We
have
filed a registration statement on Form SB-2 under the Securities Act with the
SEC for the securities offered hereby. This prospectus, which constitutes a
part
of the registration statement, does not contain all of the information set
forth
in the registration statement or the exhibits and schedules which are part
of
the registration statement. For additional information about us and our
securities, we refer you to the registration statement and the accompanying
exhibits and schedules. Statements contained in this prospectus regarding the
contents of any contract or any other documents to which we refer are not
necessarily complete. In each instance, reference is made to the copy of the
contract or document filed as an exhibit to the registration statement, and
each
statement is qualified in all respects by that reference. Copies of the
registration statement and the accompanying exhibits and schedules may be
inspected without charge (and copies may be obtained at prescribed rates) at
the
public reference facility of the SEC at Room 1024, 100 F Street, N.E.
Washington, D.C. 20549.
You
can
request copies of these documents upon payment of a duplicating fee by writing
to the SEC. You may call the SEC at 1-800-SEC-0330 for further information
on
the operation of its public reference rooms. Our filings, including the
registration statement, will also be available to you on the Internet web site
maintained by the SEC at http://www.sec.gov.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Wolinetz,
Lafazan & Company, P.C., an independent registered public accounting firm,
is our auditors. There have not been any changes in or disagreements with
accountants on accounting and financial disclosure or any other matter.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of
Directors and Stockholders
CaseyCorp
Enterprises, Inc.
We
have
audited the accompanying balance sheet of CaseyCorp Enterprises, Inc. (a
Development Stage Company) (“the Company”) as of September 30, 2007 and the
related statements of operations, stockholders’ equity and cash flows for the
period February 21, 2007 (inception) to September 30, 2007. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the
financial
statements are free of material misstatement. The Company is not required
to
have, nor were we engaged to perform, an audit of its internal control
over
financial reporting. Our audit included consideration of internal control
over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. Also, an audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the financial position of CaseyCorp Enterprises, Inc.
at
September 30, 2007, and the results of its operations and its cash flows
for the
period February 21, 2007 (inception) to September 30, 2007 in conformity
with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming the Company
will
continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has incurred an operating loss for the period February 21,2007
(inception) to September 30, 2007, has had no revenues and has not commenced
planned principal operations. These factors raise substantial doubt about
the
Company’s ability to continue as a going concern. Management’s plans regarding
those matters are also described in Note 2. The financial statements do
not
include any adjustments that might result from the outcome of this
uncertainty.
Adjustments
to Reconcile Net Loss to Net Cash Used
in
Operating Activities:
Changes
in Assets and Liabilities
-
Net
Cash Used in Operating Activities
(2,103
)
Cash
Flows from Investing Activities:
-
Cash
Flows from Financing Activities:
Proceeds
from Sale of Common Stock
45,800
Payments
of Deferred Offering Costs
(17,500
)
Net
Cash Provided by Financing Activities
28,300
Increase
in Cash
26,197
Cash
- Beginning of Period
-
Cash
- End of Period
$
26,197
Supplemental
Disclosures of Cash Flow Information:
Interest
Paid
$
-
Income
Taxes Paid
$
-
The
accompanying notes are an integral part of these financial
statements.
F-5
CASEYCORP
ENTERPRISES, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
NOTE
1
-Summary
of Significant Accounting Policies
Organization
CaseyCorp
Enterprises, Inc. (“the Company”) was incorporated on February 21, 2007 under
the laws of the State of Nevada. The Company has selected December 31 as
its
fiscal year.
The
Company has not yet generated revenues from planned principal operations
and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7. The Company intends to develop and
distribute advanced surveillance and security products. There is no assurance,
however, that the Company will achieve its objectives or goals.
Cash
and Cash Equivalents
The
Company considers all highly-liquid investments purchased with a maturity
of
three months or less to be cash equivalents.
Revenue
Recognition
For
revenue from product sales, the Company will recognize revenue in accordance
with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104),
which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price
is
fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management’s judgment
regarding the fixed nature of the selling prices of the products delivered
and
the collectibility of those amounts. Provisions for discounts and rebates
to
customers, estimated returns and allowance, and other adjustments will
be
provided for in the same period the related sales are recorded.
Advertising
Costs
Advertising
costs will be charged to operations when incurred. The Company did not
incur any
advertising costs during the period ended September 30, 2007.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method
described
in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
establish deferred tax assets and liabilities for the temporary differences
between the financial reporting and the tax bases of the Company’s assets and
liabilities at enacted tax rates expected to be in effect when such amounts
are
realized or settled. A valuation allowance related to deferred tax assets
is
recorded when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Loss
Per Share
The
computation of loss per share is based on the weighted average number of
common
shares outstanding during the period presented. Diluted loss per common
share is
the same as basic loss per common share as there are no potentially dilutive
securities outstanding (options and warrants).
F-6
CASEYCORP
ENTERPRISES, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
NOTE
1
-Summary
of Significant Accounting Policies
(Continued)
Deferred
Offering Costs
Deferred
offering costs represents costs incurred in connection with the proposed
initial
public offering of the Company’s common stock. Upon successful completion of
such offering, the aggregate offering costs will be charged to additional
paid-in capital. In the event that the proposed offering is unsuccessful,
the
aggregate offering costs will be charged to operations in the appropriate
period.
Research
and Development
Research
and development costs will be charged to expense in the period incurred.
The
Company did not incur any research and development costs during the period
ended
September 30, 2007.
Accounting
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management
to
make estimates and assumptions that affect the reported amounts of assets
and
liabilities, the disclosures of contingent assets and liabilities at the
date of
the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
Fair
Value of Financial Instruments
The
carrying value of cash approximates fair value because of the immediate
or
short-term maturity of this financial instrument.
Recently
Issued Accounting Pronouncements
SAB
108
In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was
issued
in order to eliminate the diversity in practice surrounding how public
companies
quantify financial statement misstatements. SAB 108 requirements that
registrants quantify errors using both a balance sheet and income statement
approach and evaluate whether either approach results in a misstated amount
that, when all relevant quantitative and qualitative factors are considered,
is
material. The Company has considered the SAB 108 to be not
material.
SFAS
157
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No.
157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition
of fair value and establishes a framework to make the measurement of fair
value
in generally accepted accounting principles more consistent and comparable.
SFAS
157 also requires expanded disclosures to provide information about the
extent
to which fair value is used to measure assets and liabilities, the methods
and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS 157 is effective for the Company’s year end 2008, although early
adoption is permitted. The Company has considered SFAS 157 to be not
material.
F-7
CASEYCORP
ENTERPRISES, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
NOTE
2
-Going
Concern
The
Company is a development stage Company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $2,103
for
the period February 21, 2007 (inception) to September 30, 2007. These factors
raise substantial doubt about the Company’s ability to continue as a going
concern.
There
can
be no assurance that sufficient funds required during the next year or
thereafter will be generated from operations or that funds will be available
from external sources such as debt or equity financings or other potential
sources. The lack of additional capital resulting from the inability to
generate
cash flow from operations or to raise capital from external sources would
force
the Company to substantially curtail or cease operations and would, therefore,
have a material adverse effect on its business. Furthermore, there can
be no
assurance that any such required funds, if available, will be available
on
attractive terms or that they will not have a significant dilutive effect
on the
Company’s existing stockholders.
The
accompanying financial statements do not include any adjustments related
to the
recoverability or classification of asset-carrying amounts or the amounts
and
classification of liabilities that may result should the Company be unable
to
continue as a going concern.
The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination thereof.
The
Company currently plans to raise gross proceeds of approximately $150,000
through an offering 3,000,000 shares of its common stock at $.05 per share.
There can be no assurances that the Company will be able to raise the additional
funds it requires.
NOTE
3
-Common
Stock
In
February 2007 the Company issued 8,000,000 shares of common stock at $.0001
per
share to the two founders of the Company for $800.
In
March
2007 the Company sold 3,000,000 shares of common stock at $.015 per share
for
$45,000 to private investors.
NOTE
4
-Preferred
Stock
The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized
but
unissued or unreserved shares of preferred stock in series and at the time
of
issuance, determine the rights, preferences and limitations of each series.
The
holders of preferred stock may be entitled to receive a preference payment
in
the event of any liquidation, dissolution or winding-up of the Company
before
any payment is made to the holders of the common stock. Furthermore, the
board
of directors could issue preferred stock with voting and other rights that
could
adversely affect the voting power of the holders of the common
stock.
F-8
INFORMATION
NOT REQUIRED IN PROSPECTUS
Indemnification
of Directors, Officers, Employees and Agents
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes and our By-laws.
Under
the
Nevada Revised 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 specifically limit our directors' immunity. Excepted from
that immunity are: (a) a willful failure to deal fairly with the company or
its
stockholders in connection with a matter in which the director has a material
conflict of interest; (b) 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; (c) a transaction from
which the director derived an improper personal profit; and (d) willful
misconduct.
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 such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by our board of directors,
(c) is provided by us, in our sole discretion, pursuant to the powers vested
in
us under Nevada law or (d) is required to be made pursuant to the
bylaws.
Our
bylaws also provide that we may indemnify a director or former director of
subsidiary corporation and we may indemnify our officers, employees or agents,
or the officers, employees or agents of a subsidiary corporation and the heirs
and personal representatives of any such person, against all expenses incurred
by the person relating to a judgment, criminal charge, administrative action
or
other proceeding to which he or she is a party by reason of being or having
been
one of our directors, officers or employees.
Our
directors cause us to purchase and maintain insurance for the benefit of a
person who is or was serving as our director, officer, employee or agent, or
as
a director, officer, employee or agent or our subsidiaries, and his or her
heirs
or personal representatives against a liability incurred by him as a director,
officer, employee or agent.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and control 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, and is, therefore, unenforceable.
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the registrant; none shall be borne by any selling
stockholders.
On
February 21, 2007 by action taken by our board of directors, we issued 7,500,000
shares of our common stock to Israel Levy, our President, Chief Executive
Officer, Chairman, and Director. The shares were issued in consideration for
the
payment of a purchase price equal to the par value of the shares, $0.0001 per
share, which amounted in the aggregate to $750. This transaction was conducted
in reliance upon an exemption from registration provided under Section 4(2)
of
the Securities Act of 1933, as amended. Mr. Levy was our officer and director
and had access to all of the information which would be required to be included
in a registration statement, and the transaction did not involve a public
offering.
On
February 21, 2007 by action taken by our board of directors, we issued 500,000
shares of our common stock to Yehoshua Lustig, our Secretary and Director.
The
shares were issued in consideration for the payment of a purchase price equal
to
the par value of the shares, $0.0001 per share, which amounted in the aggregate
to $50. This transaction was conducted in reliance upon an exemption from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended. Mr. Lustig was our officer and director and had access to all of the
information which would be required to be included in a registration statement,
and the transaction did not involve a public offering.
In
March
2007, we issued 3,000,000 shares of common stock to 36 investors. The purchase
price paid for such shares was $0.015 per share, amounting to an aggregate
of
$45,000. The shares were offered and sold in a private placement pursuant to
the
exemption from the registration requirements of the Securities Act of 1933
provided by Regulation S promulgated thereunder. Each purchaser represented
to
us that such purchaser was not a United States person (as defined in Regulation
S) and was not acquiring the shares for the account or benefit of a United
States person. Each purchaser further represented that at the time of the
origination of contact concerning the subscription for the shares and the date
of the execution and delivery of the subscription agreement for such shares,
such purchaser was outside of the United States. We did not make any offers
in
the United States, and there were no selling efforts in the United States.
There
were no underwriters or broker-dealers involved in the private placement and
no
underwriting discounts or commissions were paid.
EXHIBITS
The
following exhibits are filed as part of this registration
statement:
Opinion
of David Lubin & Associates, PLLC regarding the legality of the
securities being registered*
10.1
Form
of Regulation S Subscription Agreement *
23.1
Consent
of Wolinetz, Lafazan, and Company, P.C.*
23.2
Consent
of David Lubin & Associates, PLLC (included in Exhibit
5.1)
*
Filed
herewith
UNDERTAKINGS
(A)
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i)
Include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
32
(ii)
Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information set forth in the registration statement;
and
(iii) Include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(B)
Undertaking
Required by Regulation S-B, Item 512(a)(4)
For
determining liability of the Registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities of the
undersigned 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 or sell such securities to such
purchaser:
(1)
Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(2)
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;
(3)
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
(4)
Any
other communication that is an offer in the offering made by the undersigned
Registrant to
the
purchaser.
(C)
Undertaking Required by Regulation S-B, Item 512(e).
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers or controlling persons pursuant to the
foregoing provisions, 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 Securities Act of 1933 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 that
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 of 1933 and will be
governed by the final adjudication of such issue.
33
(D)
Undertaking Required by Regulation S-B, Item 512(f)
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
34
SIGNATURES
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 this Form SB-2 and has authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on December 6, 2007.
CASEYCORP
ENTERPRISES, INC.
By:
/s/
Israel
Levy
Name:
Israel Levy
Title:
President, Chief Executive
Officer,
Chairman, Treasurer and Director
(Principal
Executive, Financial,
and
Accounting Officer)
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Israel Levy, his true and lawful attorney-in-fact,
with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement and to sign a
registration statement pursuant to Section 462(b) of the Securities Act of
1933,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto
said attorney-in-fact, full power and authority to do and perform each and
every
act and thing requisite and necessary to be done in and about the premises,
as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
