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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/18/09 Flameret, Inc. S-1/A 3:829K Publicease Inc/FA |
Document/Exhibit Description Pages Size 1: S-1/A Form S-1 Amendment HTML 478K 2: EX-5.1 Opinion re: Legality HTML 10K 3: EX-23.1 Consent HTML 6K
Nevada
|
2390
|
27-0755877
|
(State
or other Jurisdiction of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer Identification No.)
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
||||||||||
Common
Stock, $0.001 par value per share
|
8,000,000
|
$
|
0.001
|
$
|
8,000
|
$0.45
|
*
|
|||||||
Total
Registration fee
|
$
|
8,000
|
$0.45
|
*
|
PROSPECTUS
SUMMARY
|
1
|
THE
OFFERING
|
3
|
RISK
FACTORS
|
6
|
(A)
RISKS RELATED TO OUR BUSINESS AND THIS OFFERING
|
6
|
(B)
RISKS RELATED TO THE INDUSTRY
|
7
|
(C)
RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES AND RISKS RELATED TO THIS
OFFERING
|
11
|
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
12
|
USE
OF PROCEEDS TO ISSUER
|
13
|
DILUTION
|
13
|
SELLING
SECURITY HOLDERS
|
13
|
PLAN
OF DISTRIBUTION
|
14
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
15
|
RESULTS
OF OPERATIONS
|
18
|
LIQUIDITY
AND CAPITAL RESOURCES
|
19
|
PLAN
OF OPERATION
|
20
|
DESCRIPTION
OF BUSINESS
|
21
|
MANAGEMENT
|
28
|
MANAGEMENT
BIOGRAPHIES
|
31
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
30
|
REMUNERATION
OF DIRECTORS AND OFFICERS
|
31
|
EXECUTIVE
COMPENSATION
|
31
|
SUMMARY
COMPENSATION TABLE
|
31
|
COMPENSATION
OF DIRECTORS
|
31
|
STOCK
INCENTIVE PLAN
|
32
|
EMPLOYMENT
AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
|
33
|
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
|
33
|
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
33
|
DESCRIPTION
OF SECURITIES
|
34
|
LEGAL
MATTERS
|
35
|
EXPERTS
|
35
|
INTEREST
OF NAMED EXPERTS AND COUNSEL
|
35
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
35
|
AVAILABLE
INFORMATION
|
35
|
REPORTS
TO SECURITY HOLDER
|
35
|
EXHIBITS
AND FINANCIAL STATEMENTS SCHEDULES
|
35
|
FINANCIAL
STATEMENTS
|
F-1
|
PART
II INFORMATION NOT REQUIRED IN PROSPECTUS
|
II-1
|
Common
stock offered by selling security holders
|
8,000,000
shares of common stock. This number represents approximately 45% of our
current outstanding common stock.
|
|
Selling
Shareholder
|
Christopher
Glover
|
|
Offering
price
|
$0.001
|
|
Minimum
number of shares to be sold in this offering
|
None | |
Minimum number of shares to be offered per investor | 100 | |
Common
stock outstanding before the offering
|
18,000,000
common shares as of August 31, 2009.
|
|
Common
stock outstanding after the offering
|
18,000,000
shares.
|
|
Terms
of the Offering
|
The
selling security holder will determine when and how they will sell the
common stock offered in this prospectus.
|
|
Termination
of the Offering
|
The offering will conclude upon
the earliest of (i) such time as all of the common stock has been sold
pursuant to the registration statement or (ii) within 25 days of the
registration statement being declared effective (iii) such time as all of the
common stock becomes eligible for resale without volume limitations
pursuant to Rule 144 under the Securities Act, or any other rule of
similar effect.
|
|
Use
of proceeds
|
We
are not selling any shares of the common stock covered by this
prospectus.
|
|
Risk
Factors
|
The
Common Stock offered hereby involves a high degree of risk and should not
be purchased by investors who cannot afford the loss of their entire
investment. See “Risk Factors” beginning on page 4.
|
|
(1)
|
Based
on 18,000,000 shares of common stock outstanding as of August 31,
2009.
|
(inception)
to
|
||||
Revenue
|
$
|
-
|
||
Operating
expenses:
|
||||
General
and administrative
|
44
|
|||
Professional
fees
|
17,231
|
|||
Total
operating expenses
|
17,275
|
|||
Net
operating loss
|
(17,275
|
)
|
||
Other
income (expense)
|
-
|
|||
Loss
before provision for income taxes
|
(17,275
|
)
|
||
Provision
for income taxes
|
-
|
|||
Net
(loss)
|
$
|
(17,275
|
)
|
|
Weighted
average number of common shares outstanding - basic and fully
diluted
|
18,000,000
|
|||
Net
(loss) per share - basic and fully diluted
|
$
|
(0.00
|
)
|
●
|
Increase
awareness of our brand name;
|
|
●
|
Develop
an effective business plan;
|
|
●
|
Meet
customer standards;
|
|
●
|
Implement
advertising and marketing plan;
|
|
●
|
Attain
customer loyalty;
|
|
●
|
Maintain
current strategic relationships and develop new strategic
relationships;
|
|
●
|
Respond
effectively to competitive pressures;
|
|
●
|
Continue
to develop and upgrade our service; and
|
|
●
|
Attract,
retain and motivate qualified
personnel.
|
Name
|
Shares
Beneficially Owned
prior
to
Offering
|
Shares
to be Offered
|
Shares
Beneficially Owned
after
Offering
if
all
8,000,000
sold
|
Percent
Beneficially
Owned
after
Offering
if
all
8,000,000
sold
|
|||||||||||||||
1
|
Christopher
Glover
|
18,000,000
|
8,000,000
|
10,000,000
|
55%
|
(1)
|
Christopher
Glover if the founder an officer and director of the company. He presently
owns 18,000,000 shares of the company stock, which he obtained on August
13, 2009. Mr. Glover is the sole shareholder of the
company.
|
*
|
Not
engage in any stabilization activities in connection with our common
stock;
|
|
*
|
Furnish
each broker or dealer through which common stock may be offered, such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and,
|
|
*
|
Not
bid for or purchase any of our securities or attempt to induce any person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
|
•
|
The
implementation of our direct sales model through Mr. Glover through the
commencement of sales will cost at least $75,000. We need to establish and
print all of the marketing material. We have allocated $35,000 toward
marketing materials which include filers, broachers, direct marketing
DVD’s and mailing costs. The company intends to allocate these
funds as soon as they are
available.
|
•
|
The
development of strategic relationships with mattress manufactures in
Canada and the United States will cost the company at least $10,000. We
need to educate mattress manufactures about our products and work to
obtain sales. We shall do this through direct sales and direct
mail. The company intends to allocate $5,000 as soon as funds
are available to the company and $5,000 six months later when the funds
become available.
|
•
|
Software
and hardware updates to maintain service will cost the company at least
$10,000. As a direct sales company continued improvements and
upgrade to our systems is required. User features and website content
updates are vital to continued visitations by online users. This cost
signifies the system modifications. The company intends to allocate these
funds with four month of the funds becoming
availabe
|
•
|
Program
administration and working capital expenses until such time as there are
sufficient sales to cash-flow operations will cost the company at least
$20,000. This is the necessary working capital to fund operations until
such time as revenues exceed expenses. This will cover audit fees, legal
fees associated with the offering and all other management expenses such
as those from industry consultants and advisors. The company
intends to pay its legal and accounting and all other management fees as
they become due.
|
(inception)
to
|
||||
Revenue
|
$
|
-
|
||
Operating
expenses:
|
||||
General
and administrative
|
44
|
|||
Professional
fees
|
17,231
|
|||
Total
operating expenses
|
17,275
|
|||
Net
operating loss
|
(17,275
|
)
|
||
Other
income (expense)
|
-
|
|||
Loss
before provision for income taxes
|
(17,275
|
)
|
||
Provision
for income taxes
|
-
|
|||
Net
(loss)
|
$
|
(17,275
|
)
|
|
Weighted
average number of common shares outstanding - basic and fully
diluted
|
18,000,000
|
|||
Net
(loss) per share - basic and fully diluted
|
$
|
(0.00
|
)
|
(inception)
to
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
(loss)
|
$
|
(17,275
|
)
|
|
Adjustments
to reconcile net (loss) to net cash used in operating
activities:
|
||||
Shares
issued for services
|
-
|
|||
Decrease
(increase) in assets:
|
||||
Prepaid
expenses
|
-
|
|||
Net
cash used in operating activities
|
(17,275
|
)
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds
from sale of common stock, related party
|
18,000
|
|||
Contributed
capital, related party
|
2,500
|
|||
Net
cash provided by financing activities
|
20,500
|
|||
NET
CHANGE IN CASH
|
3,225
|
|||
CASH
AT BEGINNING OF YEAR
|
-
|
|||
CASH
AT END OF YEAR
|
$
|
3,225
|
||
SUPPLEMENTAL
INFORMATION:
|
||||
Interest
paid
|
$
|
-
|
||
Income
taxes paid
|
$
|
-
|
•
|
The
implementation of our direct sales model through Mr. Glover through the
commencement of sales will cost at least $75,000. We need to establish and
print all of the marketing material. We have allocated $35,000 toward
marketing materials which include filers, broachers, direct marketing
DVD’s and mailing costs. The company intends to allocate these
funds as soon as they are
available.
|
•
|
The
development of strategic relationships with mattress manufactures in
Canada and the United States will cost the company at least $10,000. We
need to educate mattress manufactures about our products and work to
obtain sales. We shall do this through direct sales and direct
mail. The company intends to allocate $5,000 as soon as funds
are available to the company and $5,000 six months later when the funds
become available.
|
•
|
Software
and hardware updates to maintain service will cost the company at least
$10,000. As a direct sales company continued improvements and
upgrade to our systems is required. User features and website content
updates are vital to continued visitations by online users. This cost
signifies the system modifications. The company intends to allocate these
funds with four month of the funds becoming
availabe
|
•
|
Program
administration and working capital expenses until such time as there are
sufficient sales to cash-flow operations will cost the company at least
$20,000. This is the necessary working capital to fund operations until
such time as revenues exceed expenses. This will cover audit fees, legal
fees associated with this offering and all other management expenses such
as those from industry consultants and advisors. The company
intends to pay its legal and accounting and all other management fees as
they become due.
|
1.
|
Generate
less than 15 Mega joules (MJ) of total heat during the first 10 minutes of
the test, and
|
2.
|
Produce
a peak heat release rate (PHRR) of less than 200 Kilowatts (kW) during the
30 minutes following ignition.
|
1.
|
Generate
less than 15 Mega joules (MJ) of total heat during the first 10 minutes of
the test, and
|
2.
|
Produce
a peak heat release rate (PHRR) of less than 200 Kilowatts (kW) during the
30 minutes following
ignition.
|
3.
|
Non
Woven Loft and Side Panels – In some applications a fire barrier
inserted under the ticking is necessary as in the case of pillow top with
heavy fuel load and some institutional
beds
|
4.
|
Mattress
Sock – Like the word implies in some applications such as with
memory foam a stretchy material is needed to shape with the memory foam
when it is slept on.
|
5.
|
Filler
Cloth - is the material that goes on the top of the foundation. An
inexpensive cotton cloth.
|
NAME
|
AGE
|
POSITION/INITIAL
ELECTION
|
APPOINTMENT
DATE
|
|||
Christopher
Glover
|
63
|
Chief
Executive Officer, President, Chief Financial Officer,
Secretary
|
||||
Michael
O’Driscoll
|
43
|
Vice
President, Finance
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Owner
|
Percent
of Class (1)
|
Common
Stock
|
Christopher
Glover
|
18,000,000
|
100%
|
Common
Stock
|
All
executive officers and directors as a group
|
18,000,000
|
100%
|
Total
|
18,000,000
|
100%
|
NAME
OF INDIVIDUAL
|
CAPACITIES
IN WHICH REMUNERATION WAS RECEIVED
|
AGGREGATE
CASH REMUNERATION
|
Christopher
Glover
|
Chief
Executive Officer,
President,
Chief Financial Officer, Secretary
|
$
NIL
|
Michael
O'Driscoll
|
Vice
President
|
$
NIL
|
Neil
Glover
|
Vice
President, Sales
|
$NIL
|
Total
|
All
Officers and Directors
|
$NIL
|
NAME
PRINCIPAL OTHER
|
CAPACITIES
IN WHICH REMUNERATION WAS RECEIVED
|
OTHER
ANNUAL COMPENSATION
|
||
YEAR
|
SALARY
$
|
BONUS
$
|
||
Christopher Glover
|
Chief
Executive Officer, President, Chief Financial Officer,
Secretary
|
2009
|
$
NIL
|
$
NIL
|
Michael
O’Driscoll
|
Vice
President, Finance
|
2009
|
$
NIL
|
$
NIL
|
Niel
Glover
|
Vice
President, Sales
|
2009
|
$NIL
|
$NIL
|
Name
|
Shares
Beneficially
Owned
prior to
Offering
|
Shares
to be
Offered
|
Shares
Beneficially
Owned
after
Offering
|
Percent
Beneficially
Owned
after
Offering
|
||||||||||||
Christopher
Glover
|
18,000,000
|
8,000,000
|
10,000,000
|
55%
|
||||||||||||
Total
Officers, Directors and Significant Shareholders as a
group
|
18,000,000
|
10,000,000
|
55%
|
*
|
Any
of our Directors or Officers;
|
|
*
|
Any
nominee for election as a director;
|
|
*
|
Any
principal security holder identified in the preceding “Security Ownership
of Selling Shareholder and Management" section; or
|
|
*
|
Any
relative or spouse, or relative of such spouse, of the above referenced
persons.
|
*
|
For
any breach of their duty of loyalty to us or our security
holders;
|
|
*
|
For
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
|
|
*
|
For
unlawful payment of dividend or unlawful stock repurchase or redemption,
as provided under Section 174 of the Nevada General Corporation Law;
or,
|
|
*
|
For
any transaction from which the director derived an improper personal
benefit.
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$
|
3,225
|
||
Total
current assets
|
3,225
|
|||
Total
assets
|
$
|
3,225
|
||
STOCKHOLDERS'
EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable
|
-
|
|||
Total
current liabilities
|
-
|
|||
Stockholders'
equity:
|
||||
Preferred
stock, $0.001 par value, 10,000,000 shares authorized,
|
||||
no
shares issued and outstanding as of August 31, 2009
|
-
|
|||
Common
stock, $0.001 par value, 90,000,000 shares authorized,
|
||||
18,000,000
shares issued and outstanding as of August 31, 2009
|
18,000
|
|||
Additional
paid-in capital
|
2,500
|
|||
(Deficit)
accumulated during development stage
|
(17,275
|
)
|
||
Total
stockholders' equity
|
3,225
|
|||
Total
stockholders' equity
|
$
|
3,225
|
(inception)
to
|
||||
Revenue
|
$
|
-
|
||
Operating
expenses:
|
||||
General
and administrative
|
44
|
|||
Professional
fees
|
17,231
|
|||
Total
operating expenses
|
17,275
|
|||
Net
operating loss
|
(17,275
|
)
|
||
Other
income (expense)
|
-
|
|||
Loss
before provision for income taxes
|
(17,275
|
)
|
||
Provision
for income taxes
|
-
|
|||
Net
(loss)
|
$
|
(17,275
|
)
|
|
Weighted
average number of common shares
|
||||
outstanding
- basic and fully diluted
|
18,000,000
|
|||
Net
(loss) per share - basic and fully diluted
|
$
|
(0.00
|
)
|
(Deficit)
|
||||||||||||||||||||||||||||
accumulated
|
||||||||||||||||||||||||||||
Additional
|
during
|
Total
|
||||||||||||||||||||||||||
Preferred
stock
|
Common
stock
|
paid-In
|
development
|
stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
equity
|
||||||||||||||||||||||
Common
stock issued to founder at $0.001 per share, related party
|
-
|
$
|
-
|
18,000,000
|
$
|
18,000
|
$
|
-
|
$
|
-
|
$
|
18,000
|
||||||||||||||||
Contributed
capital, related party
|
-
|
-
|
-
|
-
|
2,500
|
-
|
2,500
|
|||||||||||||||||||||
Net
loss for the year ended August 31, 2009
|
-
|
-
|
-
|
-
|
-
|
(17,275
|
)
|
(17,275
|
)
|
|||||||||||||||||||
Balance,
August 31, 2009
|
-
|
$
|
-
|
18,000,000
|
$
|
18,000
|
$
|
2,500
|
$
|
(17,275
|
)
|
$
|
3,225
|
(inception)
to
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
(loss)
|
$
|
(17,275
|
)
|
|
Adjustments
to reconcile net (loss) to net cash used in operating
activities:
|
||||
Shares
issued for services
|
-
|
|||
Decrease
(increase) in assets:
|
||||
Prepaid
expenses
|
-
|
|||
Net
cash used in operating activities
|
(17,275
|
)
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds
from sale of common stock, related party
|
18,000
|
|||
Contributed
capital, related party
|
2,500
|
|||
Net
cash provided by financing activities
|
20,500
|
|||
NET
CHANGE IN CASH
|
3,225
|
|||
CASH
AT BEGINNING OF YEAR
|
-
|
|||
CASH
AT END OF YEAR
|
$
|
3,225
|
||
SUPPLEMENTAL
INFORMATION:
|
||||
Interest
paid
|
$
|
-
|
||
Income
taxes paid
|
$
|
-
|
Securities
and Exchange Commission Registration Fee approximate.
|
$
|
464
|
*
|
|
Audit
Fees and Expenses
|
3,000
|
*
|
||
Legal
Fees and Expenses
|
17,000
|
*
|
||
Miscellaneous
Expenses
|
500
|
|||
Total
|
$
|
20,500
|
*
|
Exhibit
No.
|
Description
|
|
3.1
|
*
|
Articles
of Incorporation
|
3.1A
|
**
|
Articles
of incorporation
|
3.2
|
*
|
|
5.1
|
Legal
Opinion of Leo Moriarty, Attorney, September 10,
2009
|
|
10.1
|
**
|
Contract
between Flameret, Inc. and United American, Inc.
|
23.1
|
Consent
of M & K CPAS, PLLC, September 18,
2009
|
*
|
Incorporated
by reference to the Company’s Registration Statement on Form S-1, filed on
September 18, 2009.
|
**
|
Incorporated
by reference to the Company’s Registration Statement on Form S-1, filed on
November 16, 2009.
|
FLAMERET, INC. | |
By: /s/ Christopher Glover | |
Christopher Glover | |
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
||||
/s/ Christopher
Glover
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
|||||
Christopher
Glover
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit
No.
|
Description
|
|
3.1
|
*
|
Articles
of Incorporation
|
3.1A
|
**
|
Articles
of incorporation
|
3.2
|
*
|
|
5.1
|
||
10.1
|
**
|
Contract
between Flameret, Inc. and United American, Inc.
|
23.1
|
Consent
of M & K CPAS, PLLC, December 18 ,
2009
|
*
|
Incorporated
by reference to the Company’s Registration Statement on Form S-1, filed on
September 18, 2009.
|
**
|
Incorporated
by reference to the Company’s Registration Statement on Form S-1, filed on
November 16, 2009.
|
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/18/09 | None on these Dates | ||
11/16/09 | ||||
9/18/09 | ||||
9/10/09 | ||||
8/31/09 | ||||
8/14/09 | ||||
8/13/09 | ||||
1/1/09 | ||||
12/15/08 | ||||
11/15/08 | ||||
11/15/07 | ||||
9/10/07 | ||||
7/1/07 | ||||
1/29/07 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/31/09 SEC UPLOAD¶ 9/30/17 1:58K Flameret, Inc. |