From
time
to time after this Registration Statement becomes effective.
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. [_]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(C) under he
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [_]
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. [_]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. [_]
If
any
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [ ]
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be
registered
Amount
to be
registered
(1)
Proposed
maximum
offering
price
per
share
(1)
Proposed
maximum
a
aggregate
offering
price
Amount
of
registration
fee
Common
Stock, $.001 par value
300,000
$.50
$150.000
$4.61
(1)
Estimated solely for purposes of calculating the registration fee based on
300,000 shares of common stock offered at $.50 per share.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
RED
HERRING LANGUAGE---Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
State.
SUBJECT
TO COMPLETION
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION, DATED June 12, 2007
PROSPECTUS
$75,000
Minimum / $150,000 Maximum
PACIFIC
SOFTWARE, INC.
COMMON
STOCK
This
is
our initial public offering. We are offering a minimum of 150,000 shares and
a
maximum of 300,000 shares of common stock. The public offering price is $0.50
per share. No public market currently exists for our shares and we do not plan
to apply to have our shares listed on any national securities exchange or the
Nasdaq Stock Market. We do not have any agreements with any market makers.
It is
likely that any shares purchased from this offering will not be liquid and
you
may not be able to resell your shares. We only have a limited history of
operations.
This
investment involves a high degree of risk, including immediate and substantial
dilution from the public offering price. You should carefully read and consider
the sections entitled RISK FACTORS beginning at page __ It is likely our stock
will become subject to the Penny Stock rules which impose significant
restrictions on any Broker-Dealers who may deal in our stock and may affect
the
resale of our stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of the securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
shares are offered on a “minimum/maximum, best efforts” basis directly through
our officer and director without any involvement of underwriters or
broker-dealers. No commission or other compensation related to the sale of
the
shares will be paid to our officer and director. Our officer and director will
not register as a broker-dealer with the Securities and Exchange Commission
in
reliance on Rule 3a4-1 of the Securities Exchange Act. There is no public
trading market for our securities, and if a market develops for our securities,
it will most likely be limited, sporadic and highly volatile. If no market
develops, you will not be able to resell your shares in the public market
place.
.
The
proceeds of the offering will be placed and held in a special account at Escrow
Specialists of Ogden, Utah, until a minimum of $75,000 in proceeds has been
received. If we do not receive $75,000 in proceeds within 90 days from the
date
of this Prospectus, unless extended by Management for up to an additional 30
days(total of 120 days), your investment will be promptly returned to you
without interest and without any deductions.. We may terminate this offering
prior to the expiration date.
Price
to Public Commissions Proceeds
to Company
Per
Share $0.50 $-0- $0.50(1)
Minimum $75,000 $-0- $75,000(1)
Maximum $150,000 $-0- $150,000(1)
(1)
Does
not give effect to the expenses of the Offering of approximately
$_______
We
were
formed as a Nevada corporation on October 12, 2005 as Pacific Mining, Inc.
On
November 28, 2006 we changed our name to Pacific Software, Inc. We are in the
business of developing and marketing a large file transfer software package
which we have named “LargeFilesASAP”. The LargeFilesASAP software is designed to
allow a client to send large electronic files over the Internet by logging
in on
our server and entering a recipient’s e-mail address. We intend to offer our
products on the internet using the domain name www.LargeFilesASAP.com.
We
intend to establish our initial clientele via existing relationships with web
site developers and companies providing web hosting services. .Any references
to
our website or any other website are inactive textual references only and any
information on our website is not intended to be a part of this
Prospectus.
We
have
commenced only limited operations. We have not sold any of our products or
services as of the date of this prospectus. As of March 31, 2007, we had a
cumulative net loss of $13,288 and have not yet established profitable
operations. See “Risk Factors” below.
THE
OFFERING
Common
stock offered:
300,000
Common
Stock Outstanding prior
to
Offering
3,840,000
Common
stock to be outstanding after the offering:
Minimum
3,990,000
Maximum
4,140,000
Offering
Price Per Share
$.50
Use
of proceeds:
Repayment
of Indebtedness, Software Development and Working
Capital
Proposed
Over-The-Counter Bulletin Board Symbol:
______
Risks:
As
part of your evaluation, you should take into account not only our
business approach and strategy, but also special risks we face in
our
business. For a detailed discussion of these risks and others, see
“Risk
Factors” beginning on page 5.
We
will
need to raise at least the minimum offering amount from this offering to
continue operations and implement our business plan for the next twelve months.
We believe that with the minimum net offering proceeds, we can repay our
outstanding debt, and cover our costs over the next year.
Our
principal executive offices are located at 6517 Gerke Place, Nanaimo, BC V9V
1V8, Canada. Our telephone number is (250) 701-1873.
2
RISK
FACTORS
RISKS
RELATED TO OUR BUSINESS
An
investment in our securities is extremely risky. You should carefully consider
the following risks, in addition to the other information presented in this
prospectus, before deciding to buy our securities. If any of the following
risks
actually materialize, our business and prospects could be seriously harmed
and,
as a result, the price and value of our securities could decline and you could
lose all or part of your investment. The risks and uncertainties described
below
are intended to be the material risks that are specific to us and to our
industry.
Because
we are a new business and we have not proven our ability to generate profit,
an
investment in our company is risky.
We
have a
short operating history and must be considered in the development stage. We
have
no history of earnings or profits and there is no assurance that we will operate
profitably in the future. There is no meaningful historical financial data
upon
which to base planned operating expenses. As a result of this limited operating
history, it is difficult to accurately forecast our potential revenue. We have
accumulated a total loss of $13,288 from October 12, 2005 through March 31,2007.
Our
auditors have expressed substantial doubt as to whether our company can continue
as a going concern.
We
have
generated no revenues since our inception and have incurred substantial losses.
We have negative cash flow from operations of approximately $17,000 from our
inception in October 2005 through March 31, 2007. These factors among others
indicate that we may be unable to continue as a going concern, particularly
in
the event that we cannot generate sufficient cash flow or raise sufficient
capital to conduct our operations. Our financial statements do not include
any
adjustments to the value of our assets or the classification of our liabilities
that might result if we would be unable to continue as a going
concern.
If
we do not raise money through this offering, it is unlikely we can continue
operations.
As
of
March 31, 2007, we had assets of $23,581 and current liabilities of $27,269.
We
are devoting substantially all of our present efforts to establishing a new
business and need the proceeds from this offering to continue implementing
our
business plan. We have not generated any income as of March 31, 2007. If we
cannot raise money through this offering, we will have to seek other sources
of
financing or we will be forced to curtail or terminate our business. There
is no
assurance that additional sources of financing will be available at all or
at a
reasonable cost. These factors raise substantial doubt about our ability to
continue as a going concern.
3
If
our operating costs exceed our estimates, it may impact our ability to continue
operations.
We
believe we have accurately estimated our needs for the next twelve months based
on receiving both the minimum and maximum amounts of this offering. It is
possible that we may need to purchase additional equipment or that our operating
costs will be higher than estimated. If this happens, it may impact our ability
to generate revenue and we would need to seek additional funding. We intend
to
establish our initial clientele via existing relationships with web site
developers and companies providing web hosting services. Should these
relationships not generate the anticipated volume of clientele, any
unanticipated marketing would diminish our working capital.
We
cannot predict our revenues and we expect that our contracts can be terminated
with little or no notice.
Our
target market is average consumers as well as small to medium sized businesses
that need to transfer large electronic files over the Internet. Our revenues
will be derived primarily from use levels that will vary from single use to
unlimited use over a given period. Our rates will vary depending on the services
to be provided. As a result, our revenues will be difficult to predict from
period to period. In addition, we expect that our service agreements will be
terminable upon little or no notice which will also make it difficult to predict
our revenue.
The
pricing structure of our services may preclude our ability to be
profitable.
We
have
reviewed select competitors’ pricing policies and have made what we believe is a
reasonable estimate of what our pricing structure will be. If our pricing is
non-competitive, we may deter potential clientele. Our management is less
experienced in estimating and setting the pricing of our services than many
of
our competitors. Thus, we may find that while keeping our pricing competitive,
our costs may be higher than our competitors, and we therefore may not be able
to operate profitably.
We
may not be able to compete in the market because we lack experience and have
limited funds.
The
majority of our competitors have greater financial and other resources than
we
do. Our competitors may also have a history of successful operations and an
established reputation within the industry. Some of our competitors may be
prepared to accept less favorable payment terms than us when negotiating or
renewing contracts. In addition, the market is characterized by an increasing
number of entrants that have introduced or developed services similar to those
we intend to offer. We believe that competition will intensify and increase
in
the future. As a result, our competitors may be better positioned to address
these developments or may react more favorably to these changes. Our inability
to be competitive in obtaining and maintaining clients would have a negative
effect on our revenues and results of operations.
If
we lose the services of Mr. Marinus Jellema, it is unlikely that our business
could continue.
We
require the services of our executive officer to run our business. Our business
relies exclusively on Mr. Jellema's services because he is currently our sole
employee, officer and director. We have no employment agreement with our
executive officer. If we lost the services of our executive officer, it is
questionable we would be able to find a replacement and it is likely our
business would fail.
4
Our
existing principal stockholder exercises control of our Company.
Marinus
Jellema, our President and sole director will directly control a majority of
our
issued and outstanding common stock Accordingly, Mr. Jellema will be able to
control the election of directors and all other matters subject to stockholder
votes. This concentration of ownership may have the effect of delaying or
preventing a change in control of the Company, even if this change in control
would benefit stockholders.
Management
has limited experience in running this type of service operation and our
business may suffer from unforeseen problems.
Although
our Management is knowledgeable in many aspects of the business and internet
related industry, it has had no specific past experience in running a software
business. There may be significant unforeseen obstacles to intended growth
strategies that have not been accurately anticipated that could significantly
impact our operations and cause us to cease operating.
Internet
system failures or viruses could seriously impact our operations and cause
customers to seek other solutions.
The
need
to process and securely transmit all confidential information as well as deliver
the software will be critical to our clients. Any computer virus that is spread
over the Internet could disable or damage our system or delay our ability to
allow our clients to download the purchased product. Additionally, any breach
of
confidentiality caused by internet failure or hackers could cause credibility
problems with our clients. Our success will be dependent upon our ability to
deliver quality, uninterrupted software downloads via the Internet to the
clients. Any system failure that causes interruption in our operations could
impact our ability to maintain customers. Failures in the telecommunications
network on which we rely would result in customers’ receiving no or diminished
service.
Our
business is in a rapidly changing industry and if we do not keep pace with
new
technology, we may not be able to compete and keep our
customers.
If
we do
not keep pace with changing technologies and client preferences, our intended
services may become obsolete or unmarketable. For example, many competitors
provide file transfers via Instant Messenger Service as well as web sites or
Blogs. We do not currently provide any other ways of transferring large files.
Many companies seek to engage file transfer services that include managed
solutions and other tools we do not currently offer. Also, if we are unable
to
keep up with changes in technology, it is likely our services and products
would
become obsolete which would severely limit our ability to attract and service
our clients.
We
have no client subscriptions and need to develop a client base in order to
generate revenue,
Our
target market is consumers and small to medium sized businesses that desire
to
transfer large files by bypassing e-mail. We do not currently have any paid
subscriptions for our services, and there can be no assurance we will be able
to
develop a significant client base for our products. Our inability to attract
and
retain clients will seriously jeopardize our business and may cause us to cease
operations. As of the date of this prospectus we have provided file transfer
services to a number of potential clients at no cost for testing and marketing
purposes. Should these relationships not generate the anticipated volume of
subscribers, we may not be able to generate a profit.
5
If
the market does not accept our other new products or upgrades to existing
products that we launch from time to time, our operating results and financial
condition would be materially adversely affected.
From
time
to time, we plan on launching new products and upgrades to existing products.
Our future success with our next generation product offerings will depend on
our
ability to accurately determine the functionality and features required by
our
customers, as well as the ability to enhance our products and deliver them
in a
timely manner. We cannot predict the present and future size of the potential
market for our next generation of products, and we may incur substantial costs
to enhance and modify our products and services in order to meet the demands
of
this potential market.
If
we experience delays in product development or the introduction of new products
or new versions of existing products, our business and sales will be negatively
affected.
There
can
be no assurance that we will not experience delays in connection with our
current product development or future development activities. If we are unable
to develop and introduce new products, or enhancements to existing products
in a
timely manner in response to changing market conditions or customer
requirements, it will materially and adversely affect our operating results
and
financial condition. Because we have limited resources, we must effectively
manage and properly allocate and prioritize our product development efforts.
There can be no assurance that these efforts will be successful or, even if
successful, that any resulting products will achieve customer acceptance.
Lower
than expected demand for our products and services will impair our business
and
would materially adversely affect our results of operations and financial
condition.
Overall
demand for larger file transfer products in general may grow slowly or decrease
in upcoming quarters and years because of unfavorable general economic
conditions, decreased spending by consumers or companies in need of larger
file
transfer solutions or otherwise. This may reflect a saturation of the market
for
large file transfer software solutions. To the extent that there is a slowdown
in the overall market for large file transfer software, our business, results
of
operations and financial condition are likely to be materially adversely
affected.
Exchange
rate fluctuations between the U.S. Dollar and other currencies in which we
do
business may result in currency translation losses.
Our
offices are located in Canada. We believe that our products will attract
international users who will pay for their subscriptions in currencies other
than US Dollars. In that case we may need to exchange some of the cash held
in
other foreign currencies to U.S. Dollars. We do not engage in hedging
transactions, and an unfavorable foreign exchange rate at the time of conversion
to U.S. Dollars would adversely affect the net fair value of the foreign
denominated cash upon conversion.
6
We
have only limited protection of our proprietary rights and technology and any
misappropriation of our technology could jeopardize our business.
Our
success is heavily dependent upon our proprietary technology. We rely on a
combination of the protections provided under applicable copyright, trade secret
laws, confidentiality procedures and licensing arrangements, to establish and
protect our proprietary rights. As part of our confidentiality procedures,
we
generally enter into non-disclosure agreements with our developers, distributors
and marketers. Despite these precautions, it may be possible for unauthorized
third parties to copy certain portions of our products or to reverse engineer
or
obtain and use information that we regard as proprietary, to use our products
or
technology without authorization, or to develop similar technology
independently. Moreover, the laws of some other countries do not protect our
proprietary rights to the same extent as do the laws of the United States.
Furthermore, we have no patents and have not sought to register any trademarks
and existing copyright laws afford only limited protection. There can be no
assurance that we will be able to protect our proprietary software against
unauthorized third party copying or use.
Customer
claims, whether successful or not, could be expensive and could harm our
business.
The
sale
and support of our products may entail the risk of product liability claims.
Our
license agreements contain provisions designed to limit exposure to potential
product liability claims. It is possible, however, that the limitation of
liability provisions contained in such license agreements may not be effective
as a result of federal, state or local laws or ordinances or unfavorable
judicial decisions. A successful product liability claim brought against us
relating to our product or third party software embedded in our products could
have a material adverse effect upon our business, operating results and
financial condition.
RISKS
ASSOCIATED WITH OUR COMMON STOCK
There
is no active trading market for our common stock and if a market for our common
stock does not develop, our investors will be unable to sell their
shares.
There
is
currently no active trading market for our common stock and such a market may
not develop or be sustained. We currently plan to have our common stock quoted
on the OTC Bulletin Board upon the effectiveness of this registration statement
of which this prospectus forms a part. In order to do this, a market maker
must
file a Form 15c-211 to allow the market maker to make a market in our shares
of
common stock. At the date hereof, we are not aware that any market maker has
any
such intention. However, we cannot provide our investors with any assurance
that
our common stock will be traded on the OTC Bulletin Board or, if traded, that
a
public market will materialize. Further, the OTC Bulletin Board is not a listing
service or exchange, but is instead a dealer quotation service for subscribing
members. If our common stock is not quoted on the OTC Bulletin Board or if
a
public market for our common stock does not develop, then investors may not
be
able to resell the shares of our common stock that they have purchased and
may
lose all of their investment. If we establish a trading market for our common
stock, the market price of our common stock may be significantly affected by
factors such as actual or anticipated fluctuations in our operation results,
general market conditions and other factors. In addition, the stock market
has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the shares of developmental
stage companies, which may materially adversely affect the market price of
our
common stock.
7
Because
we do not intend to pay any dividends on our common shares, investors seeking
dividend income or liquidity should not purchase shares in this
offering.
We
do not
currently anticipate declaring and paying dividends to our shareholders in
the
near future. It is our current intention to apply net earnings, if any, in
the
foreseeable future to increasing our working capital. Prospective investors
seeking or needing dividend income or liquidity should, therefore, not purchase
our common stock. There can be no assurance that we will ever have sufficient
earnings to declare and pay dividends to the holders of our shares, and in
any
event, a decision to declare and pay dividends is at the sole discretion of
our
board of directors, who currently do not intend to pay any dividends on our
common shares for the foreseeable future.
Our
stock is a penny stock. Trading of our stock may be restricted by the SEC's
penny stock regulations which may limit a stockholder's ability to buy and
sell
our stock.
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.
We
are self-underwriting our offering and do not have the typical public market
interest of an offering underwritten by a market maker which will probably
result in fewer purchasers and potential lack of a future public market to
sell
your shares.
Most
initial public offerings are underwritten by a registered broker-dealer firm
or
an underwriting group. These underwriters generally will act as market makers
in
the stock of a company they underwrite to help insure a public market for the
stock. This offering is to be sold by our executive officer. We have no
commitment from any brokers to sell shares in this offering. As a result, we
will not have the typical broker public market interest normally generated
with
an initial public offering. Lack of a market for shares of our stock could
adversely affect a shareholder in the event a shareholder desires to sell his
shares.
Because
there is no current market and a trading market may never develop for our stock,
your investment may be illiquid.
Currently,
we are privately owned and there is no public trading market for our stock
and
there can be no assurance that any market will develop. If a market develops
for
our stock, it will likely be limited, sporadic and highly volatile. 100% of
our
outstanding shares are restricted securities under Rule 144, which means that
they are subject to restrictions on resale in the public market. Future sale
of
the restricted stock after these restrictions lapse or are satisfied, could
have
a depressive effect on the price of the stock in any public market that develops
and the liquidity of your investment. Public trading of the common stock is
covered by Rule 15c2-6 of the Securities Exchange Act of 1934, which imposes
certain sales practice requirements on broker-dealers who sell certain
designated securities to persons other than established customers and certain
categories of investors. For transactions covered by the rule, the broker-dealer
must make a suitability determination for the purchaser and receive the
purchaser’s written agreement to the transaction prior to sale. Under certain
circumstances, the purchaser may enjoy the right to rescind the transaction
within a certain period of time. Consequently, so long as the common stock
is a
designated security under the rule, the ability of broker-dealers to effect
certain trades may be affected adversely, thereby impeding the development
of a
meaningful market in the stock.
Shares
of stock that are eligible for sale by our stockholders may decrease the price
of our stock
Upon
completion of the offering, if we sell the minimum we will have 3,990,000 shares
outstanding, including 150,000 shares that will be freely tradable and if we
sell the maximum we will have 4,140,000 shares outstanding, including 300,000
shares that will be freely tradable. The remaining 3,840,000 shares are
restricted shares but may be sold under Rule 144. If there is a public market
for our stock and if the holders sell substantial amounts of our stock, then
the
market price of our stock could decrease.
The
book value of your investment will be much lower than the purchase
price.
Investors
in this offering will suffer a substantial and immediate dilution to the book
value of the common stock below the offering price. The book value of our shares
at March 31, 2007 was approximately ($0.001) per share. After sales of the
minimum 150,000 shares, the book value per share will be approximately $0.01,
or
a dilution, based on the net book value, to subscribers of approximately $0.49
per share. After sales of the maximum 3000,000 shares, the book value per share
will be approximately $0.028, or a dilution to subscribers, based on the net
tangible book value, of approximately $0.472 per share.
We
may issue more stock without shareholder input or consent which could dilute
the
book value of your investment.
The
board
of directors has authority, without action by or vote of the shareholders,
to
issue all or part of the authorized but unissued shares. In addition, the board
of directors has authority, without action by or vote of the shareholders,
to
fix and determine the rights, preferences, and privileges of the preferred
stock, which may be given voting rights superior to that of the common stock
in
this offering. Any issuance of additional shares of common stock or preferred
stock will dilute the ownership percentage of shareholders and may further
dilute the book value of our shares. It is likely we will seek additional
capital in the future to fund operations. Any future capital will most likely
reduce investors in this offerings percentage of ownership.
You
cannot withdraw your funds once invested and you will not receive a refund
unless we fail to sell the minimum offering amount of $75,000 during the
offering period.
Investors
do not have the right to withdraw invested funds. Subscription payments will
only be released from the escrow account to us, if the minimum number of shares
is sold, or for the purpose of refunding subscription payments to the
subscribers, if the minimum number of shares is not sold. Therefore, once you
have invested, you will not have the use or right to return of such funds during
the escrow period, which may last as long as 120 days from the effective date
of
this Prospectus.
You
will not receive dividend payments.
We
have
not paid and do not plan to pay dividends in the foreseeable future even if
our
operations are profitable. Earnings, if any, will be used to expand our
operations, hire additional staff, pay operating expenses and salaries, rather
than to make distributions to shareholders. Future value of an investment will
be tied to an increase in Princeton enterprise value and/or market price of
our
common stock, if trading on an exchange or market.
8
FORWARD-LOOKING
STATEMENTS
You
should carefully consider the risk factors set forth above, as well as the
other
information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results,
and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in the risk factors section and elsewhere in this prospectus identify important
risks and uncertainties affecting our future, which could cause actual results
to differ materially from the forward-looking statements made in this
prospectus.
DILUTION
AND COMPARATIVE
DATA
As
of
March 31 ,2007, we had a net book value, which is the total assets less total
liabilities, of ($3,688) or approximately ($0.001) per share. The following
table shows the dilution to your investment without taking into account any
changes in our net book value after March 31, 2007, except the sale of the
minimum and maximum number of shares offered.
Assuming
Minimum
Shares
Sold
Assuming
Maximum
Shares
Sold
Shares
Outstanding
3,990,000
4,140,000
Public
offering proceeds
at
$0.50 per share
$75,000
$150,000
Net
offering proceeds after
Expenses
$45,000
$120,000
Net
book value
before
offering
Per
share
($3,688)
($0.001)
($3,688)
($0.001)
Pro
forma net
book
value after offering
Per
share
$41,312
$0.01
$116,312
$0.028
Increase
attributable to purchase of shares by new investors
$0.01
$0.028
Dilution
per share to new investors
$0.49
$0.472
Percent
dilution
98%
94%
9
USE
OF PROCEEDS
The
net
proceeds to be realized by us from this offering, after deducting estimated
offering related expenses of approximately $30,000 is $45,000 if the minimum
number of shares is sold and $120,000 if the maximum number of shares is
sold.
The
following table sets forth our estimate of the use of proceeds from the sale
of
the minimum and the maximum amount of shares offered. Since the dollar amounts
shown in the table are estimates only, actual use of proceeds may vary from
the
estimates shown.
Through
March31,2007 the
President of the Company made a cash advance of $7,600 to the Company. In
addition, an amount of $13,771 is owed to the President pursuant to a Technology
Purchase Agreement. Both amounts are unsecured, bear interest at 8% per annum
and are repayable on demand. At March31,2007 interest
of $698 has been accrued on this indebtedness. We intend to use proceeds from
this offering to repay, our President. The Technology Purchase Agreement
included all right, title and interest in and to the LargeFilesASAP domain,
all
data and information related to LargeFilesASAP, software code and cold fusion
code, all contents of the administrative database, potential customer list
and
all intellectual property rights.
Since
August 1, 2006, Marinus Jellema, President of the Company has provided
managerial services to the Company. Commencing on October 1, 2006, managerial
services of $400 per month ($2,400 as at March 31, 2007) were accrued. We intend
to pay the past due amounts owed for managerial services to Mr. Jellema from
the
proceeds of this offering.
The
working capital reserve may be used for general corporate purposes to operate,
manage and maintain the current and proposed operations including additional
product development, professional fees including legal and consulting fees,
expenses including office supplies and travel costs and other administrative
costs. The amounts actually expended for working capital purposes may vary
significantly and will depend on a number of factors, including the amount
of
our future revenues and the other factors described under Risk
Factors.
Costs
associated with being a public company, including compliance and audits of
our
financial statements will be paid from working capital and revenues generated
from our operations.
Pending
expenditures of the proceeds of this offering, we may make temporary investments
in short-term, investment grade, interest-bearing securities, money market
accounts, insured certificates of deposit and/or in insured banking
accounts.
DETERMINATION
OF OFFERING PRICE
The
offering price of the shares was arbitrarily determined by our management.
The
offering price bears no relationship to our assets, book value, net worth or
other economic or recognized criteria of value. In no event should the offering
price be regarded as an indicator of any future market price of our securities.
In determining the offering price, we considered such factors as the prospects
for our products, our management’s previous experience, our historical and
anticipated results of operations and our present financial
resources.
10
DESCRIPTION
OF BUSINESS
General
We
were
formed as a Nevada corporation on October 12, 2005 as Pacific Mining, Inc.
On
November 28, 2006 we changed our name to Pacific Software, Inc. We are in the
business of developing and marketing a large file transfer software package
named LargeFilesASAP. To date, we have not sold any of our products. Further,
we
rely on our sole employee, officer and director, Mr. Jellema to conduct our
business.
The
LargeFilesASAP software allows its users to send large electronic files over
the
Internet by transmitting data to our server which transmits the data to a
recipient’s e-mail address.
Technology
rights
On
April1, 2005, Marinus Jellima acquired all of the rights in and to the LargeFilesASAP
software package, and all rights, title and interest in and to the
LargeFilesASAP domain at www.LargeFilesASAP.com, pursuant to a Technology
Purchase Agreement (the “Agreement”). On October 30, 2006, the Agreement was
assigned to us by Mr. Jellima for $14,152 (C$15,900) which was the cost to
Mr.
Jellima. The C$15,900 was paid by way of a promissory note bearing interest
at
8% per annum and payable on demand. As of March 31, 2007, the Company owed
$13,771 plus accrued interest of $462 to Mr. Jellema.
The
technology is comprised of the following components:
1. All
right, title, and interest in and to the LargeFilesASAP domain;
2. All
present pages and graphics relating to the LargeFilesASAP product;
3. Software
code and cold fusion code comprising the SEO Injector tool;
4. All
contents of the administrative database for the LargeFilesASAP
domain;
5. The
present potential customer list including contact names, numbers and
addresses;
6.
All
intellectual property rights, including the rights to existing trademarks or
trademarks in process or the rights to file trademark applications in
all jurisdictions, to the LargeFilesASAP
name.
The
potential customer database was compiled by us from a variety of industry
sources for internal marketing use only.
11
Our
business
LargeFilesASAP
is a “web service” designed to meet the growing needs of broadband connected
home and business users. With the increasing bandwidth available to users,
the
size of electronic files is rapidly growing.
For
server space and bandwidth reasons, many internet service providers (“ISP”)
limit the size of an attached file on an email message to no more that 5 or
10
megabytes. The ISPs limit the attached file size because all email sent through
the ISP’s mail server must be checked for computer viruses and unsolicited
electronic messaging (“Spam”)
and
then
sent, via email protocol to another email server. The process is repeated as
the
email message is transmitted throughout the internet until the message arrives
at the recipient’s computer. Due to design issues, a file essentially doubles in
size when sent as an email attachment. The enlarged file must then be checked
for viruses and Spam which taxes the ISP’s server resources, as every line of
code of the attached file must be checked.
Also,
with Spam volumes soaring, email server resources are getting overloaded and
most ISPs ration the resources available to the users. This results in a
standard “No large files” policy. This policy makes it difficult to send large
files such as high-resolution photographs or digital video files as e-mail
attachments.
For
consumers and businesses that work with large files (video, sound, Graphics),
there is no faster way to sending a large file than via the Internet. For
example, advertising agencies, medical imaging companies and legal document
creators routinely send media files in excess of 1GB. The corporate email
systems in place in most cases were not designed to handle large files. Some
users have turned to custom developed software and infrastructure to handle
their file movement needs (which can amount to 500GB/month).. In addition,
sending these large files by email exposes the sender of confidential
information to the risk of moving on the public Internet, where the files move
through possibly hundreds of routers, server and public networks and may be
accessed by unauthorized viewers on their way to their
destinations.
Our
LargeFilesASAP service will allow for the transfer of large files securely
over
the Internet. To achieve that, LargeFilesASAP bypasses the ordinary email
process. It is intended to work as follows:
1.
A
client will access our LargeFilesASAP.com website, select the file they wish
to
send, input an email address to the recipient and press send.
2.
The
file is uploaded to our servers using HTTP (Hypertext Transfer Protocol) rather
than SMTP (Simple Mail Transfer Protocol), which allows transfers of large
files
up to ten times faster than SMPT.
3.
Once
the file is received by our servers, an email is sent to the intended recipient
containing a link, which the recipient can click to download the file. This
is
also done via the faster, HTTP service.
Our
plan
is to offer our basic service at no cost to the clients, However, we intend
to
charge our customers for our upgraded service offerings which include
Compression, Encryption, Multiple Recipients, Tracking, and Increased Storage
capacity. Compression makes files smaller therefore faster to transmit.
Encryption allows the client to encrypt the file with 256Bit AES Encryption
(Military Grade) as an executable file (self extracting). This means the
recipient would need a password to de-crypt the file. The Multiple Recipients
Upgrade will make it possible for clients to send the file to up to 100
recipients. This is useful for Corporate or Organizational users who need to
broadcast the same file multiple recipients but only upload one file. Our
Tracking feature will show what file was sent and which recipient has opened
the
message. We believe the Tracking feature is especially beneficial for use by
businesses when tracking file pickups.
12
We
expect
our revenues will be derived from user upgrades which range from single use
to
annual subscriptions. As a result, our revenues will be difficult to predict
from period to period. We intend to target small and medium sized business
as
well as consumers and need to cultivate a significant base of subscribers in
order to generate a ratable flow of services and revenue. We anticipate that
most of our subscribers will first try the free version before deciding to
upgrade to the paid service. We do not believe that any single subscriber will
be our major revenue stream.
Our
reputation and positive feedback will be dependent on our ability to meet
subscribers’ expectations and delivering quality service and customer support.
It is critical that our quality of service will meet client expectations in
order for us to then retain existing users and to obtain new
subscribers.
We
intend
to demonstrate to subscribers that we have a quality product and are flexible
to
their needs because of our variety of subscription options.
We
have
researched the existing market for our services and have made a reasonable
estimate with respect to the pricing structure required to attract business.
However, there can be no assurance that we can operate our business
profitably.
When
our
capital resources permit, we intend to hire information technology (IT)
personnel in order to maintain and upgrade our software package, or to contract
with such individuals on a consulting basis for software services. However,
any
unforeseen problems with the software, equipment, or IT could severely decrease
our ability to serve and maintain clients.
Generating
revenue
Our
projected pricing and packages available are as follows:
Feature
Free
Level
1
Level
2
Monthly
price
Free
From
$10
From
$25
Terms
Flexible
Flexible
Flexible
Users
1
Unlimited
Unlimited
Storage
Unlimited
Unlimited
Unlimited
Bandwidth
500MB
2GB
5GB
File
expiration
7
days
30
to 180 days
45
to 240 days
Our
clients will be able to maximize their CPA (Cost Per Action) on the
LargeFilesASAP file transfer tool by contacting us for larger plans and
dedicated servers. Also, our clients will be offered the option to subscribe
for
a defined time frame of subscription.
We
intend
to establish our initial clientele via relationships with web page designers,
web hosting companies, and other professionals. We also intend to offer
privately branded sites for corporate use. We believe, we can derive additional
revenue by creating private corporate versions of our software with a set amount
of bandwidth and no file size restrictions or recipient restrictions.
We
also
intend to offer an incentive program, the “Large Files ASAP Affiliate Program.”
If a webmaster refers a client to our services and that client then purchases
our services, we will pay the referring webmast 50% of all revenue from that
specific sale. This is a one-time payment for that one initial purchase and
any
renewals would not be included in this incentive program.
13
Marketing
strategy
Our
sales
and marketing efforts will be focused on strengthening our name and building
our
reputation as a secure, reliable and cost-efficient provider of large file
transfer solutions. We intend to establish our initial users via existing
relationships that we have and will develop with page designers, web hosting
companies, and other companies that have a need of large file transfers.
We
will
submit a link to our free basic service to web sites offering free downloads.
To
improve our chances of attracting repeat subscribers we are planning on adding
new features and updating our current software. We intend to notify all then
existing subscribers of any new products or updates.
We
believe that our clients will find the values and benefits of our services
to be
superior to their other options. We plan to provide our customers
with personal
attention and increased subscription plan flexibility.
Competition
While
the
market for large file transfer is relatively new, it is already highly
competitive. There have been an increasing number of businesses that have
commenced services similar to ours. We expect that this will continue to be
the
trend in this service niche. In some cases we will be competing with the
in-house technical staff of our prospective subscribers or our referral sources.
Some of our competitors include Heavymail (www.heavymail.com), Memba.com,
FilesDirect www.filesdirect.com), as well as others.
Most
of
these businesses have longer operating histories and significantly greater
financial, technical, marketing and managerial resources than we do. There
are
relatively low barriers to entry into our business. We have no patented or
other
proprietary technology that would preclude or inhibit competitors from designing
software with similar features as LargeFilesASAP software package. We expect
that we will continue to face additional competition from new entrants into
the
market in the future.
Our
business is in an evolving industry and we may not be able to keep up with
technology. If we do not keep pace with changing technologies and user
preferences, our current services may become obsolete or unmarketable. For
example, many competitors provide file transfers via Instant Messengers as
well
as web sites or Blogs. We do not currently provide any other ways of
transferring large files. Many companies seek to engage file transfer services
that include managed solutions and other tools we do not currently offer. Also,
if we are unable to keep up with changes in technology, it is likely our
services and products would become obsolete which would severely limit our
ability to attract and service our clients.
Governmental
Regulation
Although
we intend to comply with all applicable laws and regulations, we cannot assure
you that we are in compliance or that we will be able to comply with all future
laws and regulations. Additional federal or state legislation, or changes in
regulatory implementation, may limit our activities in the future or
significantly increase the cost of regulatory compliance. If we fail to comply
with applicable laws and regulations, criminal sanctions or civil remedies,
including fines, injunctions, or seizures, could be imposed on us. This could
have a material adverse effect on our operations.
Several
proposals have been made at the U.S. state and local level that would
impose additional taxes on the sale of goods and services through the Internet.
These proposals, if adopted, could substantially impair the growth of
e-commerce, and could diminish our opportunity to derive financial benefit
from
our activities. In December 2004, the U.S. federal government enacted
legislation extending the moratorium on states and other local authorities
imposing access or discriminatory taxes on the Internet through November 2007.
This moratorium does not prohibit federal, state, or local authorities from
collecting taxes on our income or from collecting taxes that are due under
existing tax rules. In conjunction with the Streamlined Sales Tax Project,
the
U.S. Congress continues to consider overriding the Supreme Court’s
Quill
decision, which limits the ability of state governments to require sellers
outside of their own state to collect and remit sales taxes on goods purchased
by in-state residents. An overturning of the Quill
decision
would harm our users and our business.
Employees
At
the
present time our Pesident, Marinus Jellema, is our only employee as well as
our
sole officer and director and a major shareholder. Mr. Jellema will devote
such
time as required to actively market and further develop our services and
software products. At present, we expect Mr. Jellema will devote at least 30
hours per week to our business. We expect to contract the services of a web
hosting company and use their central server for our web site needs. We do
not
anticipate hiring any additional employees until such time as additional staff
is required to support our operations.
Facilities
and Property
We
currently maintain a 500 square foot office space provided by Marinus Jellema,
our officer and director, at no cost to us. We do not have any written agreement
regarding our office space. Our address is 6517 Gerke Place, Nanaimo BC, Canada
V9V 1V8,
Our
telephone number is (250) 701-1873
We
anticipate this situation will be maintained for at least the next twelve
months. The facility meets our current needs, however should we expand in the
future, we may have to relocate. If we have to relocate, we will seek office
space at or below then prevailing rates.
Legal
proceedings
Our
company is not a party to any bankruptcy, receivership or other legal
proceeding, and to the best of our knowledge, no such proceedings by or against
PSI have been threatened.
We
did
not generate any revenue from October 12, 2005 (inception) to March 31, 2007.
From inception to September 30, 2006 our expenses were $8,074. For the six
months ended March 31, 2007, our expenses were $1,448. Expenses consisted of
professional fees, administrative and management fees, as well as travel and
promotion. The professional fees were, to a large extent, to our auditors and
legal counsel for preparation of this registration statement. As a result,
we
have reported a net loss of $8,074 and $5,608 respectively, for the periods
ended September 30, 2006, and six months ended March 31,2007
Liquidity
and Capital Resources
At
March31, 2007 we had total assets of $23,581. Current assets consisted of $446 in
cash, $8,983 in prepaid expenses and technology rights valued at $14,152. Total
current liabilities at March 31, 2007 consisted of $24,863 in amounts payable
to
related parties and other accounts payable of $2,800.
We
do not
anticipate any capital expenditures in the next twelve months. We anticipate
using the funds from this offering to pay off our debts, develop promotional
literature, update our website and software and continue operations for the
next
twelve months.
MANAGEMENT
Our
business will be managed by our officer and director.
The
following is a brief biography of our officer and director.
Marinus
Jellema, President, Secretary, Treasurer and Director.
From
2002
to the present, .Mr. Jellema has been Manager of Utilities for Catalyst Papers
Inc. a large integrated pulp and paper mill located in Crofton, British
Columbia, Canada, where he is responsible for an annual operating budget of
just
under 100 million Canadian dollars. Prior to August 2002 he was Manager of
Utilities at the Powell River division of Catalyst Papers Inc. also in British
Columbia. He currently serves as a member of the board of directors of Gravity
West Mining, a company which has shares listed for trading on the on the TSX
Venture Exchange. Gravity West Mining is a mining exploration company. Mr.
Jellema is a graduate of the University of British Columbia with a Diploma
in
Urban Land Economics. He will devote approximately ten hours per week to the
business of the Company.
COMPENSATION
There
are
no formal written employment arrangements in place. We have agreed to pay Mr.
Jellema $400 per month for his management services with payment to be made
as
the services are performed. . In addition, we have agreed to reimburse Mr.
Jellema for expenses incurred on our behalf. We do not have any agreements
or
understandings that would change the terms of compensation during the course
of
the next 12 months. We do not anticipate compensating any
directors.
The
table
below shows what we have paid to Mr. Jellema since our inception of October12,2005 through March 31, 2007.
SUMMARY
COMPENSATION TABLE
Name
and
Principal
Position
Year
Ended
Annual
Compensation
Long
Term Compensation
All
Other Compen-
sation
($)
Awards
Payouts
Salary
($)
Bonus
($)
Other
Annual
Compen-
sation
($)
Restricted
Stock Awards
($)
Securities
Underlying Options/
SARs
(#)
LTIP
Payouts ($)
Marinus
Jellema, President, Secretary, Treasurer, Chief Financial Officer,
Director
10/12-05
(inception) to 9-30-06
Six
months
Ended
3/31/07
$--
(1)
-0-
$2,400
-0-
-0-
-0-
-0-
$800
$2,400
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
15
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
As
at
March 31, 2007, the Company is indebted to Marinus Jellema, President of the
Company, in the amount of $22,069, which is the amount due on the promissory
note issued by us to Mr. Jellema as consideration for the assignment to us
of
the Technology Purchase Agreement as well as cash advances to pay ongoing
expenses. This amount is unsecured, bears interest at 8% per annum and is
repayable on demand. At March 31, 2007, interest of $698 has been accrued on
this amount. In addition, $2,400 is owing for unpaid management
fees.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth the beneficial ownership of our common stock as
of
the date of this prospectus, and as adjusted to reflect the sale of 150,000
shares should we sell the minimum amount and 300,000 should we sell maximum
number of shares.
The
table
includes:
·
each
person known to us to be the beneficial owner of more than five percent of
the
outstanding shares
·
each
director of PSI
·
each
named executive officer of PSI
Name
& Address
#
of Shares Beneficially Owned
%
Before Offering
%
After Minimum
%
After Maximum
Marinus
Jellema (1)
2189
West 2nd
Ave.
Suite
11
Vancouver,
BC V6K1H7
3,200,000
83.33%
80.20%
77.29%
George
McNeill
3778
Westrige Ave.
West
Vancouver, BC V7V 3H5
320,000
8.33%
8.20%
7.73%
John
McLaughlin
320,000
8.33%
8.20%
7.73%
12480
204th St
Maple
Ridge BC V2X 0T7
All
directors and executive officers as a group (1 person)
3,200,000
83.33%
80.20%
77.29%
(1)
Officer
and director.
16
DESCRIPTION
OF THE SECURITIES
Common
Stock
We
are
authorized to issue up to 100,000,000 shares of common stock with a par value
of
$.001 per share. As of the date of this prospectus, there are 3,840,000 shares
of common stock issued and outstanding.
The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have
no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders
of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available therefor. The outstanding common
stock is, and the common stock to be outstanding upon completion of this
offering will be, validly issued, fully paid and non-assessable.
We
anticipate that we will retain all of our future earnings, if any, for use
in
the operation and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future.
Transfer
Agent
Action
Stock Transfer Corp of Salt Lake City, Utah is our transfer agent.
SHARES
AVAILABLE FOR FUTURE SALE
As
of the
date of this prospectus, there are 3,840,000 shares of our common stock issued
and outstanding. Upon the effectiveness of this registration statement, 150,000
shares will be freely tradable if the minimum is sold and 300,000 shares will
be
freely tradeable if the maximum number of shares is sold. The remaining
3,840,000 shares of common stock will be subject to the resale provisions of
Rule 144. Sales of shares of common stock in the public markets may have an
adverse effect on prevailing market prices for the common stock.
Rule
144
governs resale of “restricted securities” for the account of any person, other
than an issuer, and restricted and unrestricted securities for the account
of an
“affiliate of the issuer. Restricted securities generally include any securities
acquired directly or indirectly from an issuer or its affiliates which were
not
issued or sold in connection with a public offering registered under the
Securities Act. An affiliate of the issuer is any person who directly or
indirectly controls, is controlled by, or is under common control with the
issuer. Affiliates of the company may include its directors, executive officers,
and person directly or indirectly owning 10% or more of the outstanding common
stock. Under Rule 144 unregistered re-sales of restricted common stock cannot
be
made until it has been held for one year from the later of its acquisition
from
the company or an affiliate of the company. Thereafter, shares of common stock
may be resold without registration subject to Rule 144’s volume limitation,
aggregation, broker transaction, notice filing requirements, and requirements
concerning publicly available information about the company (“Applicable
Requirements”). Re-sales by the company’s affiliates of restricted and
unrestricted common stock are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate their sales)
cannot, within any three-month period, sell more than the greater of one percent
of the then outstanding shares, or the average weekly reported trading volume
during the four calendar weeks preceding each such sale. A non-affiliate may
resell restricted common stock which has been held for two years free of the
Applicable Requirements.
17
MARKET
FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
We
have
three shareholders. Currently, there is no public trading market for our
securities and there can be no assurance that any market will develop. If a
market develops for our securities, it will likely be limited, sporadic and
highly volatile. Currently, we do not plan to have our shares listed nor do
we
have any agreements with any market makers. At some time in the future, a market
maker may make application for listing our shares.
Presently,
we are privately owned. This is our initial public offering. Most initial public
offerings are underwritten by a registered broker-dealer firm or an underwriting
group. These underwriters generally will act as market makers in the stock
of a
company they underwrite to help insure a public market for the stock. This
offering is to be sold by our sole officer and director. We have no commitment
from any brokers to sell shares in this offering. As a result, we will not
have
the typical broker public market interest normally generated with an initial
public offering. Lack of a market for shares of our stock could adversely affect
a shareholder in the event a shareholder desires to sell his
shares.
Currently
the Shares are subject to Rule 15g-1 through Rule 15g-9, which provides,
generally, that for as long as the bid price for the Shares is less than $5.00,
they will be considered low priced securities under rules promulgated under
the
Exchange Act. Under these rules, broker-dealers participating in transactions
in
low priced securities must first deliver a risk disclosure document which
describes the risks associated with such stocks, the broker-dealer's duties,
the
customer's rights and remedies, and certain market and other information, and
make a suitability determination approving the customer for low priced stock
transactions based on the customer's financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in writing
to the customer and obtain specific written consent of the customer, and provide
monthly account statements to the customer. Under certain circumstances, the
purchaser may enjoy the right to rescind the transaction within a certain period
of time. Consequently, so long as the common stock is a designated security
under the Rule, the ability of broker-dealers to effect certain trades may
be
affected adversely, thereby impeding the development of a meaningful market
in
the common stock. The likely effect of these restrictions will be a decrease
in
the willingness of broker-dealers to make a market in the stock, decreased
liquidity of the stock and increased transaction costs for sales and purchases
of the stock as compared to other securities.
18
PLAN
OF DISTRIBUTION
We
are
offering a minimum of 150,000 shares and a maximum of 300,000 shares on a best
efforts basis directly to the public through our officer and director. This
offering will expire 90 days after the date of this offering and can be extended
by the management for an additional 30 days. If we do not receive the minimum
proceeds within 90 days (120 days if the offering is extended) from the date
of
this prospectus, your investment will be promptly returned to you without
interest and without any deductions. We may terminate this offering prior to
the
expiration date.
In
order
to buy our shares, you must complete and execute the subscription agreement
and
make payment of the purchase price for each share purchased by check payable
to
the order of “Escrow
Specialists
Escrow
Account for Subscribers to the Common Stock of Pacific Software,
Inc.”
Until
the
minimum 150,000 shares are sold, all funds will be deposited in a non-interest
bearing escrow account at,
Escrow
Specialists, P. O. Box 3287, Ogden, UT84405. In
the
event that 150,000 shares are not sold during the 90
days
(120 days if the offering is extended) selling
period commencing on the date of this prospectus, all funds will be promptly
returned to investors without deduction or interest.
Solicitation
for purchase of our shares will be made only by means of this prospectus and
communications with our sole officer and director who:
(i)
will
not receive any commission in connection with the sale of any securities
registered in this offering;
(ii)
is
not and has not been associated persons of a broker dealer within
the
preceding 12 months;
(iii)
does
not participate in selling an offering of securities for any issuer
more
than once every 12 months;
(iv)
has
not been subject to any statutory disqualification as defined in
section
3(a)(39) of the Securities Exchange Act; and
(v)
intends
to primarily perform, at the end of this offering, substantial duties
on
behalf of the issuer otherwise than in connection with transactions
in
securities.
As
a
result, our sole officer
and director, Mr. Marinus Jellema, will not register as a broker-dealer pursuant
to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule
3a4-1, which 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. Mr. Marinus Jellema meets the conditions of Rule
3a4-1 and therefore, is not required to register as a broker-dealer pursuant
to
Section 15.
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.
19
LEGAL
MATTERS
The
legality of the issuance of the shares offered hereby and certain other matters
will be passed upon by de Castro P,C. of San Diego, California.
EXPERTS
Our
financial statements as of September 30, 2006 and March 31, 2007, appearing
in
this prospectus and registration statement have been audited by Dale Matheson
Carr-Hilton LaBonte LLP as set forth in their report appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of Dale
Matheson Carr-Hilton LaBonte LLP as experts in accounting and
auditing.
CHANGES
IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy and is, therefore, unenforceable.
ADDITIONAL
INFORMATION
We
have
filed a Registration Statement on Form SB-2 under the Securities Act of 1933,
as
amended (the “Securities Act”), with respect to the shares offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to Pacific Software, INC. and the shares offered hereby, reference
is
made to the Registration Statement and the exhibits and schedules filed
therewith. Statements contained in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and
in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. A copy of the Registration
Statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities maintained by the Securities and
Exchange Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
and
copies of all or any part of the Registration Statement may be obtained from
the
Commission upon payment of a prescribed fee. This information is also available
from the Commission’s Internet website, http://www.sec.gov.
Once
this
registration statement becomes effective, we will be required to file annual
and
quarterly reports as well as other reports with the Securities and Exchange
Commission. At such time that we are required to file such reports, they may
be
read and inspected without charge at the public reference facilities maintained
by the Securities and Exchange Commission in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and copies of all or any part of the reports may be obtained
from the Commission upon payment of a prescribed fee. This information will
also
be available from the Commission’s Internet website, http://www.sec.gov.
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE
SHEETS
STATEMENTS
OF OPERATIONS
STATEMENTS
OF CASH FLOWS
STATEMENT
OF STOCKHOLDERS’ EQUITY
NOTES
TO
FINANCIAL STATEMENTS
21
Report
of
Independent Registered Public Accounting Firm
To
the
Stockholders and Board of Directors of Pacific
Software Inc.
We
have
audited the accompanying balance sheets of Pacific
Software Inc.
(a
development stage company) as of March 31, 2007 and September 30, 2006
and the
statements of operations, stockholders’ equity and cash flows for the six months
ended March 31, 2007, the period from October 12, 2005 (inception) to September30, 2006 and the period from October 12, 2005 (inception) to March 31,2007.
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 audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform an audit to obtain reasonable assurance 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 audits 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. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, these financial statements present fairly, in all material respects,
the financial position of the
Company as of March 31, 2007 and September 30, 2006 and the results of
its
operations and its cash flows for the six months ended March 31, 2007,
the
period from October 12, 2005 (inception) to September 30, 2006 and the
period
from October 12, 2005 (inception) to March 31, 2007 in
accordance 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 1 to the financial statements, the Company has not generated
revenues since inception, has incurred losses in developing its business,
and
further losses are anticipated. The Company requires additional funds to
meet
its obligations and the costs of its operations. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s
plans in this regard are described in Note 1. 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
Accrued
interest payable
698
-
698
Management
fees accrued
2,400
-
2,400
Foreign
exchange
(381)
-
(381)
Change
in non-cash working capital items
Prepaid
expenses
(
8,983)
-
(
8,983)
Accounts
payable and accrued liabilities
(
3,900)
6,700
2,800
(15,380)
(1,374)
(16,754)
Financing
Activities
Proceeds
from issuance of common stock
-
9,600
9,600
Increase
in due to related party
7,600
-
7,600
7,600
9,600
17,200
Increase
(decrease) in cash
(
7,780)
8,226
446
Cash,
beginning
8,226
-
-
Cash,
ending
$446
$8,226
$446
Other
non-cash transaction:
During
the period ended March 31, 2007, the Company acquired technology
rights
valued at $14,152 by issuance of a promissory note. Refer to Notes
3 and
5.
Supplementary
disclosure of cash flow information:
Cash
paid for:
Interest
$-
$-
$-
Income
Taxes
$-
$-
$-
The
accompanying notes are an integral part of these financial
statements
The
Company was incorporated in the State of Nevada, United States of America on
October 12, 2005 and its fiscal year end is September 30. The Company is in
the
development stage and has acquired the rights to a software package named
LargeFilesASAP software and the LargeFilesASAP.com domain name. The Company
has
filed a registration statement with the Securities and Exchange Commission
and
is planning to list its shares for trading on the OTC Bulletin
Board.
Going
Concern
These
financial statements have been prepared on a going concern basis. The Company
has a working capital deficiency of $17,840 at March 31, 2007, and has
accumulated a deficit of $13,682 since inception and further losses are
anticipated in developing the Company’s business plans. The ability to continue
as a going concern is dependent upon raising the necessary capital to develop
its business, to meet its obligations and repay its liabilities arising from
normal business operations when they come due and ultimately upon generating
profitable operations. The outcome of these matters cannot be predicted with
any
certainty at this time. These factors raise substantial doubt that the Company
will be able to continue as a going concern. Management plans to continue to
provide for its capital needs by the issuance of common stock and related party
advances. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern.
Note
2Summary
of Significant Accounting Policies
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent
upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
Actual results may vary from these estimates.
The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
Development
Stage Company
The
Company complies with Financial Accounting Standard Board Statement (“FAS”) No.
7 and The Securities and Exchange Commission Act Guide 7 for its
characterization of the Company as development stage.
Note
2Summary
of Significant Accounting Policies
-
(cont’d)
Technology
rights
In
accordance with ” Statement of Position (SOP) No. 98-1, “Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use” and Statement
of Financial Accounting Standards (“SFAS”) No. 86, software development costs
are expensed as incurred until technological feasibility has been established,
at which time such costs are capitalized until commercial operations have
commenced. These capitalized costs are subject to an ongoing assessment of
recoverability based on anticipated future revenues and changes in hardware
and
software technologies. Software development costs capitalized include direct
labour and purchased software expenses incurred after technological feasibility
has been established. Amortization of capitalized application software
development costs begins upon the commencement of commercial operations.
Capitalized costs will be amortized over the estimated product life of three
to
five years, using the greater of the straight-line method or the ratio of
current product revenues to total projected future revenues. At the balance
sheet date, management evaluates the net realizable value of the capitalized
costs and adjusts the current period amortization for any impairment of the
capitalized asset value. In October 2006, the Company capitalized direct costs
incurred in the acquisition of its proprietary application software totalling
$14,152 (CAD $15,900). The net book value of capitalized application software
is
reviewed annually for impairment. During the period ended March 31, 2007 the
Company determined that no impairment in the carrying value of capitalized
technology rights had occurred.
Impairment
of Long-lived Assets
Capital
assets are reviewed for impairment in accordance with FAS No. 144, “Accounting
for the Impairment or Disposal of Long-lived Assets”. Under FAS No. 144, these
assets are tested for recoverability whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. An impairment
charge is recognized for the amount, if any, which the carrying value of the
asset exceeds the fair value.
Foreign
Currency Translation
The
Company’s functional currency and reporting currency is the U.S. dollar. In
accordance with SFAS No. 2, “Foreign Currency Translation”, foreign denominated
monetary assets and liabilities are translated to their U.S. dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the year.
Related translation adjustments are reported as a separate component of
stockholders’ equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.
Net
Loss
per Share
Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities diluted loss
per
share is equal to basic loss per share.
Note
2Summary
of Significant Accounting Policies
-
(cont’d)
Stock-based
Compensation
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to
date.
In
December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
123R, “Share-Based
Payment.”
SFAS
No. 123R establishes standards for the accounting for transactions in which
an
entity exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity’s equity instruments or
that may be settled by the issuance of those equity instruments. SFAS No. 123R
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. SFAS No. 123R requires
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the
fair
value of the equity or liability instruments issued. Public entities that file
as small business issuers will be required to apply SFAS No. 123R in the first
interim or annual reporting period that begins after December 15, 2005.
Management has adopted this standard since inception.
In
March
2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No.
107,“Share-Based
Payment,”
to
give guidance on the implementation of SFAS No. 123R. Management will consider
SAB No. 107 during the implementation of SFAS No. 123R.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes
in
accordance with FAS No. 109 “Accounting for Income Taxes”. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and loss
carryforwards and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.
Fair
Value of Financial Instruments
The
carrying value of the Company’s financial instruments consisting of cash,
accounts payable and accrued liabilities and due to related party approximate
their carrying value due to the short-term maturity of such instruments. Unless
otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments.
Note
2Summary
of Significant Accounting Policies
-
(cont’d)
Recent
Accounting Pronouncements
In
February 2006, the FASB issued SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments-an amendment of FASB Statements No.
133
and 140,
to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities,
to
permit fair value remeasurement for any hybrid financial instrument with an
embedded derivative that otherwise would require bifurcation, provided that
the
whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
SFAS No. 140, Accounting
for the Impairment or Disposal of Long-Lived Assets,
to
allow a qualifying special-purpose entity to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entity's first fiscal year that begins
after
September 15, 2006, with earlier application allowed. This adoption of this
standard did not have a significant effect on the Company’s reported financial
position or results of operations.
In
March
2006, the FASB issued SFAS No. 156, "Accounting
for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits
for
subsequent measurement using either fair value measurement with changes in
fair
value reflected in earnings or the amortization and impairment requirements
of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first
fiscal year beginning after September 15, 2006. This adoption of this
standard did not have a significant effect on the Company’s reported financial
position or results of operations.
In
September 2006, the FASB issued SFAS No. 157, “Fair
Value Measures”(“SFAS No. 157”).
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), expands disclosures
about fair value measurements, and applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 does not
require any new fair value measurements. However, the FASB anticipates that
for
some entities, the application of SFAS No. 157 will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. The Company is currently
evaluating the impact of SFAS No. 157 but does not expect that it will
have a material impact on its financial statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement
Plans.”
This
Statement requires an employer to recognize the over funded or under funded
status of a defined benefit post retirement plan (other than a multiemployer
plan) as an asset or liability in its statement of financial position, and
to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income. SFAS No. 158 is effective for fiscal years
ending after December 15, 2006. The adoption of this standard did not have
a
material impact on the Company’s financial position and results of
operations.
Note
2Summary
of Significant Accounting Policies
-
(cont’d)
Recent
Accounting Pronouncements
-
(cont’d)
In
September 2006, the SEC issued SAB No. 108, “Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements.”
SAB
No. 108 addresses how the effects of prior year uncorrected misstatements
should be considered when quantifying misstatements in current year financial
statements. SAB No. 108 requires companies to quantify misstatements using
a balance sheet and income statement approach and to evaluate whether either
approach results in quantifying an error that is material in light of relevant
quantitative and qualitative factors. SAB
No.
108 is effective for periods ending after November 15, 2006. The
adoption of SAB No. 108 did not have a material effect
on the
Company’s financial statements.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the
impact of SFAS No. 159 on its financial position and results of
operations.
Note
3Technology
rights
Pursuant
to an Assignment Agreement dated October 30, 2006 (the “Agreement”), the
Company acquired from the president of the Company a 100% undivided
right
in and to a LargeFilesASAP software package, all rights, title and
interest in and to the LargeFilesASAP.com domain, and all intellectual
property rights related to LargeFilesASAP products and trademarks
for
$14,152 (CAD$15,900). The $14,152 was paid by way of a promissory
note
bearing interest at 8% per annum and payable on demand. As at March31,2007, the Company owed $14,152 plus accrued interest of $711 to the
President of the Company.
The
LargeFilesASAP software allows the transfer of large electronic files over
the
Internet by login on the Company’s server and entering a recipient’s e-mail
address.
The
Company intends to raise funds in order to continue to develop and market the
software.
Note
4Capital
Stock
The
total
number of shares authorized to be issued by the Company is 100,000,000 common
shares with a par value of $0.001 and 10,000,000 preferred shares with a par
value of $0.001.
As
at March 31, 2007, the Company owes $13,771 (CAD$15,900) (September30,2006 - $Nil), to the President of the Company pursuant to the Agreement
(Note 3). In addition, the President of the Company made cash advances
of
$7,600 (September 30, 2006 - $Nil). These amounts are unsecured,
bear
interest at 8% per annum and are repayable on demand. At March 31,2007,
interest of $698 has been accrued on these
amounts.
There
were no temporary differences between the Company’s tax and financial bases that
result in deferred tax assets, except for the Company’s net operating loss
carryforwards amounting to approximately $13,000 at March 31, 2007, which may
be
available to reduce future year’s taxable income. These carryforwards will
expire, if not utilized, commencing in 2026. Management
believes that the realization of the benefits from these deferred tax assets
appears uncertain due to the Company’s limited operating history and continuing
losses. Accordingly a full, deferred tax asset valuation allowance has been
provided and no deferred tax asset benefit has been recorded.
32
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
24.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE
VI of our Bylaws states that to the extent and in the manner permitted
by the laws of the State of Nevada, and specifically as
is permitted under the Nevada Revised Statutes
pertaining to Corporations, the corporation shall indemnify
any person who was or is a party or is threatened to be
made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement.
We
have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act
of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable. In the
event a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel
the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM
25. EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth our expenses in connection with this registration
statement. All of these expenses are estimates, other than the fees and expenses
of legal counsel and filing fees payable to the Securities and Exchange
Commission.
Expense
or Fee
Amount
to
Be Paid
SEC
Registration Fee
$
4.61
Printing
and Edgarizing Expenses
$
5,00.00
Legal
Fees and Expenses
$
15,000.00
Accounting
Fees and Expenses
$
13,000.00
Trustee
& Transfer Agent
$
,500.00
Miscellaneous
$
995.00
TOTAL
$
30,000.00
33
ITEM
26. RECENT
SALES OF UNREGISTERED SECURITIES.
The
following sets forth information regarding all sales of our unregistered
securities during the past three years. All of these shares were exempt from
registration under the Securities Act by reason of Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, as transactions by
an
issuer not involving a public offering. The recipients of securities in each
of
these transactions represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution of the securities, and appropriate legends were affixed to the
share certificates and warrants issued in such transactions. All recipients
had
adequate access, through their relationships with us or otherwise, to
information about us. Unless otherwise indicated, the issuances of the
securities described below were affected without the involvement of
underwriters.
On
August18, 2006, 3,200,000 founder’s shares were issuedto
Marinus Jellema at a price of $0.001 per share. The
sale
of the shares was an exempt transaction pursuant to Section 4(1) of the
Securities Act of 1933.
ITEM
27. EXHIBITS.
The
following exhibits are included as part of this Form SB-2. References to "the
Company" in this Exhibit List mean IMMS, Inc., a Nevada
corporation.
Exhibit
#
Description
3(i).1
Articles
of Incorporation of Pacific Software, Inc., as amended
Consent
of de Castro P.C. (included with Exhibit 5.1)
23.2
Consent
of Pacific Software, Inc.’s
Auditors
34
ITEM
28.UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
1.
To
file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(a)
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(b)
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in this registration
statement; and notwithstanding the forgoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not
exceed that which was registered) and any deviation from the low or high end
of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration Statement; and
(c)
include any additional or changed material information on the plan of
distribution.
2.
That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein,
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 hereby which remain unsold at the termination
of the offering.
4.
For
determining liability of the undersigned small business issuer under
the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that
in a
primary offering of securities of the undersigned small business
issuer
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 small business issuer will be a seller
to
the purchaser and will be considered to offer or sell such securities
to
such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, 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 Securities Act, and is, therefore, unenforceable.
35
In
the
event that a claim for indemnification against such liabilities, other than
the
payment by us of expenses incurred or paid by one of our directors, officers,
or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such indemnification
is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
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 of filing on Form SB-2 and authorizes this registration statement
to be signed on its behalf by the undersigned, in the City of Newport Beach,
State of California, on June 12, 2007.
Consent
of de Castro P.C. (included with Exhibit 5.1)
23.2
Consent
of Pacific Software Inc.’s Auditors
*
To
be
filed by Amendment
37
====================================
Until
---, all dealers that effect transactions in these securities, whether
or
not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to deliver a
prospectus when acting as underwriters and with respect to their
unsold
allotments or subscriptions.
--------------------------------
TABLE
OF CONTENTS
--------------------------------
Prospectus
Summary
2
Risk
Factors
3
Forward-Looking
Statements
7
Dilution
and Comparative
Data
7
Use
of
Proceeds
8
Determination
of Offering
Price
9
Description
of
Business
14
Management’s
Discussion and
Analysis 15
Management 15
Compensation
15
Certain
Relationships and Related
Transactions 16
Principal
Stockholders
16
Description
of the
Securities
17
Shares
Available for Future
Sale
17
Market
for Common
Stock
18
Plan
of
Distribution
19
Legal
Matters
20
Experts
20
Additional
Information
20
Index
to Financial
Statements
21
No
dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained
in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
This
Prospectus does not constitute an offer to sell or a solicitation
of an
offer to buy any of the securities offered hereby to whom it is unlawful
to make such offer in any jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information contained herein is correct
as of
any time subsequent to the date hereof or that there has been no
change in
the affairs of the Company since such date.
====================================
=================================
$75,000
Minimum
$150,000
Maximum
PACIFIC
SOFTWARE, INC.
150,000
Shares Minimum
300,000
Shares Maximum
Common
Stock
$.001
Par Value
---------------------
PROSPECTUS
---------------------
---
================================
38
Dates Referenced Herein and Documents Incorporated by Reference
