Genvor Inc S-1/A, filed Feb 21, 2020
Genvor Inc (GNVR)
v
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 3)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Allure Worldwide, Inc
(Exact Name of registrant in its charter)
| Nevada | 6770 | 83-2054746 |
|
(State or jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Robert Bubeck
18731 SE River Ridge
Tequesta, FL 33469
561-310-4692
(Address and telephone number of principal executive offices)
Elaine A. Dowling, Esq.
EAD LAW GROUP, LLC
8275 S. Eastern Ave. Suite 200
Las Vegas, NV 89123
(702) 724-2636
E-mail: ead@eadlawgroup.com
(Name, address and telephone number of agent for service)
Copies to:
Elaine A. Dowling, Esq.
EAD LAW GROUP, LLC
8275 S. Eastern Ave. Suite 200
Las Vegas, NV 89123
(702) 724-2636
E-mail: ead@eadlawgroup.com
Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 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. ☐
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☑ |
| (Do not check if a smaller reporting company) | |||
| Emerging Growth Company | ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒
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CALCULATION OF REGISTRATION FEE
|
Tile of each class of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share (1) |
Proposed maximum aggregate offering price |
Amount of registration fee(2) |
||||||||||||
| Common Stock-New Issue | 1,000,000 | $ | 0.02 | $ | 20,000 | $ | 4.04 | |||||||||
| Common Stock—Current Shareholders | 20,000,000 | $ | 0.02 | $ | 400,000 | $ | 46.36 | |||||||||
(1) This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.
Prospectus Allure Worldwide, Inc
21,000,000 Shares of Common Stock
$0.02 per share
Allure Worldwide, Inc (“Allure” or the “Company”) is offering 1,000,000 shares of its common stock at a price of $0.02 per share. In addition, there are 20,000,000 shares of common stock being registered for sale from our selling shareholders also at $0.02 per share. The selling shareholders’ shares will not be offered until all 1,000,000 shares offered by the Company have been sold. If the offering is terminated before shares offered by the Company have been sold, no shares owned by Messrs. Doro, Bubeck, Pedigo, Gladdis and Ms. McLaughlin will be sold. Messrs. Doro, Bubeck, Pedigo, Gladdis and Ms. McLaughlin are an underwriter for the purposes of this offering. The shares are intended to be sold directly through the efforts of Margaret McLaughlin our Secretary. Messrs. Doro, Bubeck, Pedigo, Gladdis and Ms. McLaughlin sale is subject to the requirements of Rule 419 and the shares they are offering during the offering period will be deposited into the escrow account prior to commencement of this offering. Further, all proceeds from the resale of his shares will be deposited into the Escrow Account pending completion of this offering and any acquisition. The intended methods of communication by Margaret McLaughlin include, without limitation, telephone and personal contacts. For more information, see the section titled “Plan of Distribution” herein.
The proceeds from the sale of the shares in this offering should be payable to Branch Banking & Trust Company (the “Trustee” or the “Escrow Agent”) fbo Allure Worldwide, Inc. All subscription funds will be held in escrow by the Trustee in a non-interest bearing Trust Account pending the achievement of the Minimum Offering and no funds shall be released to Allure Worldwide, Inc until such a time as the Minimum Offering is attained, at which time such release shall be limited to 10% of the proceeds for expenses. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 180 days. See the section entitled “Plan of Distribution” herein. Neither the Company nor any subscriber shall receive any interest payments no matter how long subscriber funds might be held. The primary offering will terminate at the discretion of the Company on the earlier of: (i) the date when the sale of all 1,000,000 shares to be sold by the issuer is completed, (ii) any time after the minimum offering of 250,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document, or any extension thereto with a maximum extension totaling 180 days. The secondary offering will terminate when all the selling shareholders shares are sold. If an acquisition is not consummated within 18 months of the effective date the funds in escrow will be returned pro rata to all investors.
Prior to this offering, there has been no public market for Allure Worldwide, Inc’s common stock. The Company is a company that currently has limited operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.
The Company is conducting a “Blank Check” offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the “S.E.C.”) under the Securities Act of 1933, as amended (the “Securities Act”). The offering proceeds, and the securities to be issued to investors will be deposited in an account (the “Deposited Funds” and “Deposited Securities,” respectively). While held in the escrow account, the Deposited Securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Except for an amount up to 10% of the Deposited Funds otherwise releasable under Rule 419, the Deposited Funds and the Deposited Securities may not be released until an acquisition meeting the requirements of Rule 419 (see Plan of Distribution) has been consummated and 80% of investors reconfirm their investment in accordance with the procedures set forth in Rule 419 ie: the company will be able to release the deposit funds and securities upon the execution of an agreement for the acquisition of a business or assets for which the fair value of the business or net assets to be acquired represent at least 80 percent of the maximum offering proceeds (a fair value of $336,000 for the business or assets to be acquired is required in this offering). Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the Deposited Funds to any investor who does not elect to remain an investor.
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The Company is an emerging growth company under the Jumpstart Our Business Startups Act.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS” HEREIN ON PAGE 9.
| Number of Shares | Offering Price | Underwriting Discounts & Commissions | Proceeds to the Company | |||||||||||||
| Per Share | 1 | $ | 0.02 | $ | 0.00 | $ | 0.02 | |||||||||
| Minimum | 250,000 | $ | 5,000 | $ | 0.00 | $ | 5,000 | |||||||||
| Maximum | 1,000,000 | $ | 20,000 | $ | 0.00 | $ | 20,000 | |||||||||
| Selling Shareholders | 20,000,000 | $ | 400,000 | $ | 0.00 | $ | 0.00 | |||||||||
This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Subject to completion, dated February__, 2020
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TABLE OF CONTENTS
| PART I – INFORMATION REQUIRED IN THE PROSPECTUS | PAGE |
| Summary Information and Risk Factors | 6 |
| Use of Proceeds | 16 |
| Determination of Offering Price | 16 |
| Dilution | 16 |
| Selling Shareholder | 17 |
| Plan of Distribution | 17 |
| Common Stock | 20 |
| Interest of Named Experts and Counsel | 21 |
| Description of Business | 21 |
| Description of Property | 22 |
| Legal Proceedings | 22 |
| Market price and Dividends on the Issuer’s Common Stock | 22 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 28 |
| Directors, Executive Officers, Promoters and Control Persons | 28 |
| Executive Compensation | 30 |
| Security Ownership of Certain Beneficial Owners and Management | 31 |
| Certain Relationships and Related Transactions | 32 |
| Reports to Security Holders | 32 |
| Disclosure of Commission Position on Indemnification | 32 |
| Financial Statements | F1 – F10 |
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SUMMARY INFORMATION AND RISK FACTORS
RIGHTS AND PROTECTIONS UNDER RULE 419
The net proceeds of this offering by the Company will be placed in the Escrow Account until the completion of a merger or acquisition as detailed herein other than up to 10% of the proceeds that may be released to the company in accordance with Rule 419 following completion of the minimum offering. Other than the 10% that may be released to the Company, such escrowed funds may not be used for salaries or reimbursable expenses. Prior to completion of the offering contemplated by this prospectus, all shares offered by the Selling Shareholders will be placed in escrow. All net funds received from the sale of Selling Shareholders shares will be placed in the Escrow Account pending completion, if any, of an acquisition complying with Rule 419. All offering proceeds and all securities issued in connection with the offering will be held in escrow and, except for the 10% of proceeds that may be released to the company, will remain in escrow until the completion of any acquisition or the return of all funds after a lapse of 18 months when no acquisition has been consummated.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information appearing elsewhere in this prospectus (“Prospectus”). Each prospective investor is urged to read this Prospectus, and the attached Exhibits, in their entirety. In this Prospectus, ‘‘Allure Worldwide’’ the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Allure Worldwide, Inc, unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending September 30. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.
THE COMPANY
Business Overview
Allure Worldwide, Inc (“Allure” or the “Company”), was incorporated in the State of Florida on September 26, 2018, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has no operations to date. Other than issuing shares to its original shareholders, the Company never commenced any operational activities.
The Company was formed by Robert Bubeck and Margaret McLaughlin for the purpose of creating a corporation that could be used to consummate a merger or acquisition. Robert Bubeck serves as President, Treasurer and Director and Margaret McLaughlin serves as Secretary and Director. The directors determined next to proceed with filing a Form S-1.
Robert Bubeck, the President, Treasurer and Director, elected to commence implementation of the Company’s principal business purpose, described below under “Plan of Operation”. As such, the Company can be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the Company as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully implemented its business plan described herein. Shares sold hereunder by the Selling Shareholder will be placed into escrow until such time as legal counsel has confirmed that a merger or acquisition has been successfully consummated. While in escrow, the shares will be held for the benefit of the purchasing shareholder.
As of the date of this prospectus, we have 20,000,000 shares of $0.0001 par value common stock issued and outstanding. 20,000,000 of these shares may be sold by the Selling Shareholders, but only after 1,000,000 shares are sold by the Company pursuant to this prospectus.
All subscription funds will be held in escrow by the Trustee in a non-interest bearing Trust Account pending the achievement of the Minimum Offering and no funds shall be released to Allure Worldwide, Inc until such a time as the Minimum Offering is attained, at which time such release shall be limited to 10% of the proceeds for expenses. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 180 days.
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The Company is an emerging growth company under the Jumpstart Our Business Startups Act.
The Company shall continue to be deemed an emerging growth company until the earliest of--
(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of Title 17, Code of Federal Regulations, or any successor thereto.
As an emerging growth company, the Company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. The statement in the annual reports shall also assess the effectiveness of such internal controls and procedures. The Company believes its internal controls and procedures are not effective due to two identified material weaknesses: a) we lack an audit committee and b) we have limited or no segregation of duties.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company, the Company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act. Allure Worldwide, Inc’s operations and corporate offices are located at 18731 SE River Ridge, Tequesta, FL 33469, with a telephone number of 561-310-4692. Allure Worldwide, Inc’s fiscal year end is July 31.
THE OFFERING
Allure Worldwide, Inc is offering, on self-underwritten basis, 1,000,000 new issue shares of its common stock at a price of $0.02 per share in addition to 20,000,000 shares currently held by the existing shareholders also at $0.02 per share. The proceeds from the sale of the shares in this offering should be payable to “Branch Banking & Trust Company fbo Allure Worldwide, Inc” and will be deposited in a non-interest bearing Escrow Account until the escrow conditions are met and thus no interest shall be paid to any investor or to the Company. All subscription agreements and checks are irrevocable and should be delivered to Allure Worldwide, Inc., at the address provided on the Subscription Agreement.
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Failure to do so will result in checks being returned to the investor who submitted the check. The proceeds from any sale by the Selling Shareholder will also be held in escrow upon their sale.
All subscription funds will be held in escrow pending the achievement of the Minimum Offering after which no funds shall be released to Allure Worldwide, Inc, other than 10% which may only be released to Allure for expenses (see “Plan of Distribution”). The Company intends to withdraw the 10% and investors should expect to receive a return of no more than 90% of their deposited funds in the event that an acquisition is not consummated or such investors choose not to reconfirm, as provided by Rule 419. The offering by the Company will terminate on the earlier of: (i) the date when the sale of all 1,000,000 shares being sold by the issuer is completed, (ii) any time after the minimum offering of 250,000 shares of common stock is achieved at the discretion of the Board of Directors, or (iii) 180 days from the effective date of this document, or a 180 day extension thereto at the discretion of the Board of Directors and which extension any subscribers will be notified of in writing a minimum of 30 days prior to the beginning of such extension. If the Minimum Offering is not achieved within 180 days of the date of this prospectus all subscription funds will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees unless the Company extends the offering period an additional 180 days in which case if the Minimum offering still is not achieved, the funds will be returned promptly at the end of the second 180 day period. The determination of the meeting of the minimum offering amount will be made solely based upon the records of Branch Banking & Trust Company. The Company will cause stock certificates to be issued within five (5) days of the receipt of any subscription and will within 1 day of issuance cause such shares to be delivered to the Escrow Account. Funds received for any subscription will also be placed into the Escrow Account.
The reconfirmation offer must commence within five business days after the effective date of the post-effective amendment. The post-effective amendment will contain information about the acquisition/merger candidate including their audited financial statements. The reconfirmation is for the protection of investors as they will have an opportunity to review information on the merger/acquisition entity and to have their subscriptions canceled and payment refunded or reconfirm their subscriptions. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment;
(2) Each investor will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;
(3) If the Company does not receive written notification from any investor within 45 business days following the effective date, the pro rata portion of the net Deposited Funds (without interest or dividends) held in the escrow account on such investor’s behalf will be returned to the investor within five business days by first class mail or other equally prompt means;
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(4) The acquisition(s) will be consummated only if investors having contributed 80% of the offering proceeds elect to reconfirm their investment; and
(5) If a consummated acquisition(s) has not occurred within 18 months from the date of this prospectus, the net Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days by first class mail or other equally prompt means.
The offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.
Allure Worldwide, Inc has not secured a transfer agent, but will identify one prior to the filing of an application for trading in order to facilitate the processing of stock certificates. The Company expects to seek quotations or listings for its securities upon completion of the offering and a merger/acquisition and the reconfirmation offering.
The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please see the sections entitled “Risk Factors” and “Dilution” before making an investment in this stock.
SUMMARY FINANCIAL INFORMATION
The following information should be read in conjunction with the financial statements appearing later in this prospectus.
| Allure Worldwide, Inc Balance Sheet | ||||||||
| September 30, | September 30, | |||||||
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Total assets | $— | $— | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Due to Related Party | $ | 3,846 | $ | 3,846 | ||||
| Accrued expenses | 12,000 | 6,000 | ||||||
| Total current liabilities | 15,846 | 9,846 | ||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding | — | — | ||||||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 20,000,000 shares issued and outstanding | 2,000 | 2,000 | ||||||
| Additional paid in capital | - | - | ||||||
| Accumulated deficit | (17,846 | ) | (11,846 | ) | ||||
| Total stockholders’ deficit | (15,846 | ) | (9,846 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | — | $ | — | ||||
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| Allure Worldwide, Inc Statement of Operations |
| For the year ended September 30, 2019 | For the period from September 26, 2018 (inception) to September 30, 2018 | |||||||
| Operating expenses | ||||||||
| General and Administrative expenses | $ | 6,000 | $ | 11,846 | ||||
| Total operating expenses | 6,000 | 11,846 | ||||||
| Net loss | $ | (6,000 | ) | $ | (11,846 | ) | ||
| Basic and diluted net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Basic and diluted weighted average common shares outstanding | 20,000,000 | 20,000,000 | ||||||
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RISK FACTORS
Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock. This section discloses all of the material risks of an investment in this Company.
OFFICERS AND DIRECTORS’ LACK OF EXPERIENCE MAY HINDER OPERATIONS. Allure Worldwide, Inc’s operations depend solely on the efforts of Robert Bubeck and Margaret McLaughlin, the officers and directors of the Company. None of Messrs. Bubeck and Ms. McLaughlin have any experience related to public company management, nor as a principal accounting officer. Because of this, the Company may be unable to offer and sell the shares in this offering, develop our business or manage our public reporting requirements. The Company cannot guarantee that it will be able overcome any such obstacles.
POTENTIAL CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS. Robert Bubeck and Margaret McLaughlin are involved in other employment opportunities and may periodically face a conflict in selecting between Allure Worldwide, Inc and other personal and professional interests. The Company has not formulated a policy for the resolution of such conflicts should they occur. If the officers or directors choose other interests ahead of Allure, such choice may result in lower or a lack of business for Allure.
RULE 419 LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS. Rule 419 requires that the securities to be issued and the funds received in this offering be deposited and held in an escrow account pending the completion of a qualified acquisition. Before the acquisition can be completed and before the funds and securities can be released, the Company will be required to update its registration statement with a post-effective amendment. After the effective date of any such post-effective amendment, the Company is required to furnish investors with the new prospectus containing information, including audited financial statements, regarding the proposed acquisition candidate and its business. Investors must decide to remain investors or require the return of their investment funds. Any investor not making a decision within 45 days of the effectiveness of the post-effective amendment will automatically receive a return of his investment funds. Up to 10% of the proceeds from the offering may be released to the Company upon completion of the minimum offering amount and therefore may not be returned to investors. These regulation may limit potential business combinations for the Company as potential candidates may not wish to go through the process, disclosure or time requirements imposed by these regulations.
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OFFERING PROCEEDS MAY BE INSUFFICIENT TO LOCATE A MERGER TARGET. The net offering proceeds from this offering may be as low as $4,500 and no higher than $18,000 and therefore may be insufficient to locate a merger target thus resulting in the failure of the Company’s business plan.
Although investors may request the return of their funds in connection with the reconfirmation offering, the Company’s shareholders will not be afforded an opportunity to approve or disapprove any particular transaction. See Risk Factor entitled “Conflicts of Interest.”
PROHIBITION TO SELL OR OFFER TO SELL SHARES IN ESCROW ACCOUNT MAY LIMIT LIQUIDITY FOR A SIGNIFICANT PERIOD OF TIME. It shall be unlawful for any person to sell or offer to sell Shares (or any interest in or related to the Shares) held in the escrow account other than pursuant to a qualified domestic relations order or by will or the laws of descent and distribution. As a result investors may be unable to sell or transfer their shares for up to the maximum period of the escrow which is 18 months from the date of the effectiveness of the registration statement.
DISCRETIONARY USE OF PROCEEDS; “BLANK CHECK” OFFERING LEADS TO UNCERTAINTY AS TO FUTURE BUSINESS SUCCESS. As a result of management’s broad discretion with respect to the specific application of the net proceeds of this offering, this offering can be characterized as a “blank check” offering. Although substantially all of the net proceeds of this offering are intended generally to be applied toward effecting a Business Combination, such proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in the Company without an opportunity to evaluate the specific merits or risks of any one or more business combinations.
There can be no assurance that determinations ultimately made by the Company relating to the specific allocation of the net proceeds of this offering will permit the Company to achieve its business objectives. See “Description of Business.”
REGULATIONS CONCERNING “BLANK CHECK” ISSUERS MAY LIMIT BUSINESS COMBINATIONS. The ability to register or qualify for sale the Shares for both initial sale and secondary trading is limited because a number of states have enacted regulations pursuant to their securities or “blue sky” laws restricting or, in some instances, prohibiting, the sale of securities of “blank check” issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting “blank check” companies, may not register the Shares for sale in their states. Because of such regulations and other restrictions, the Company’s selling efforts, and any secondary market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the Shares have been registered. These regulation may limit potential business combinations for the Company as potential candidates may not wish to go through the process, disclosure or time requirements imposed by these regulations.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS. The Company has had no operating history nor any revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. This may lessen the possibility of finding a suitable acquisition or merger candidate as such loss would be inherited on their financial statements. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination. Our auditor has issued an opinion that raises substantial doubt about our ability to continue as a going concern in our September 30, 2019 and 2018 audit. The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the year ended September 30, 2019 and for the period from September 26, 2018 (inception) through September 30, 2018, the Company incurred a net loss of $6,000 and $11,846 respectively. As of September 30, 2019 and 2018, the Company has an accumulated deficit of $15,846 and $9,846, respectively. Currently, the Company does not have cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
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SPECULATIVE NATURE OF COMPANY’S PROPOSED OPERATIONS RESULTS IN NO ASSURANCE OF SUCCESS. The success of the Company’s proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. A related entity, Atlantic Acquisitions II, Inc. completed an acquisition and the same officer and director as the Company determined that the business of the acquired company was not significant enough to devote additional resources to and therefore chose not to expand the operations of the acquired entity but instead to pursue another acquisition. While management intends to seek business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company’s operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond the Company’s control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY LIMIT POSSIBLE BUSINESS COMBINATIONS. The Company is and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private entities. A large number of established and well- financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, an entity. There can be no assurance the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluations. The Company has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities. There is no assurance the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which the Company would not consider a business combination in any form with such business opportunity. Accordingly, the Company may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY MAY LIMIT BUSINESS COMBINATIONS. While seeking a business combination, management anticipates devoting between five and ten hours per month to the business of the Company. The Company’s officer has not entered into a written employment agreement with the Company and is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations. See “Directors, Executive Officers, Promoters and Control Persons.”
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CONFLICTS OF INTEREST MAY RESULT IN A LOSS OF BUSINESS OR FAILURE TO COMPLETE A MERGER OR ACQUISITION OR TO DO SO AT LESS PROFIT. The Company’s officers and directors currently participate and may in the future participate in other business ventures which compete directly with the Company. Additional conflicts of interest and non- arm’s length transactions may also arise in the future in the event the Company’s officers and director is involved in the management of any firm with which the Company transacts business.
CONFLICTS RELATING TO THE LOCATION OF MERGER/ACQUISITION CANDIDATES. Our officers and directors are not full time employees of our company and are actively involved in other business pursuits. Since our officers and directors are not required to devote any specific amount of time to our business, they will experience conflicts in allocating their time among their various business interests. Moreover, any future blank check companies that are organized by our officers and directors may compete with our company in the search for a suitable target.
To minimize potential conflicts of interest arising from multiple corporate affiliations, our officers and directors will not make affirmative decisions to allocate a particular business opportunity to a particular acquisition vehicle. Instead, they will provide the available due diligence information on all available acquisition vehicles to the potential target, and ask the potential target to make a final selection. There is no assurance that a potential target will conclude that our company is best suited to its needs or that an acquisition will ever occur.
See “Directors, Executive Officers, Promoters and Control Persons.”
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. The Company will be required to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT BUSINESS COMBINATIONS. The Company has neither conducted, nor have others made available to it, results of market research indicating that market demand exists for the transactions contemplated by the Company. Moreover, the Company does not have, and does not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.
LACK OF DIVERSIFICATION MAY LIMIT FUTURE BUSINESS. The Company’s proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business opportunity. Consequently, the Company’s activities will be limited to those engaged in by the business opportunity which the Company merges with or acquires. The Company’s inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.
POSSIBLE INVESTMENT COMPANY ACT REGULATION MAY INCREASE COSTS. Although the Company will be subject to regulation under the Securities Exchange Act of 1933, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the Company to material adverse consequences.
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PROBABLE CHANGE IN CONTROL AND MANAGEMENT MAY RESULT IN UNCERTAIN MANAGEMENT FUTURE. A business combination involving the issuance of the Company’s common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in the Company. Any such business combination may require management of the Company to sell or transfer all or a portion of the Company’s common stock held by him, or resign as a member of the Board of Directors of the Company. The resulting change in control of the Company could result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY RESULT IN DILUTION. The Company’s primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in the Company issuing securities to shareholders of such private company. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by present and prospective shareholders of the Company and would most likely result in a change in control or management of the Company.
DISADVANTAGES OF BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS. The Company may enter into a business combination with an entity that desires to establish a public trading market for its shares. A potential business combination candidate may find it more beneficial to go public directly rather than through a combination with a blank check company and the requirements of a post-effective amendment and having to clear its application to trade using information provided by the Company rather than its own internal information.
FEDERAL AND STATE TAXATION OF BUSINESS COMBINATION MAY DISCOURAGE BUSINESS COMBINATIONS. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction, reduce the future value of the shares and potentially discourage a business combination.
BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, and the Company has no current plans to register or qualify its shares in any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon the ability of new investors to purchase the securities which could reduce the size of the potential market. As a result of recent changes in federal law, non-issuer trading or resale of the Company’s securities is exempt from state registration or qualification requirements in most states. However, some states may continue to attempt to restrict the trading or resale of blind pool or “blank-check” securities. Accordingly, investors should consider any potential secondary market for the Company’s securities to be a limited one.
NO ASSURANCE SHARES WILL BE SOLD MAY LIMIT FUTURE OPERATING CAPITAL. The 1,000,000 Common Shares to be sold by the issuer are to be offered directly by the Company, and no individual, firm, or corporation has agreed to purchase or take down any of the shares. No assurance can be given that any or all of the Shares will be sold.
BUSINESS ANALYSIS BY NON-PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS. Analysis of business operations will be undertaken by Robert Bubeck, who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.
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ARBITRARY OFFERING PRICE MEANS SHARES MAY NOT REFLECT FAIR MARKET VALUE. The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that even if a public trading market develops for the Company’s securities, the Shares will attain market values commensurate with the Offering Price.
NO ASSURANCE OF SUCCESSFUL MARKETING EFFORTS MAY RESULT IN FAILURE OF THE BUSINESS. One of the methods the Company will use to find potential merger or acquisition candidates will be to run classified ads in the Wall Street Journal and similar publications periodically seeking companies that are looking to merge with a public shell. Other methods included personal contacts and contacts gained through social networking. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. Lack of identification and completion of a successful merger/acquisition will render the shares sold hereunder worthless.
NO PUBLIC MARKET FOR COMPANY’S SECURITIES MAY LIMIT THE LIQUIDITY OF THE SHARES. Prior to the Offering, there has been no public market for the Shares being offered. There can be no assurance that an active trading market will develop, or that purchasers of the Shares will be able to resell their securities at prices equal to or greater than the respective initial public offering prices. The market price of the Shares may be affected significantly by factors such as announcements by the Company or its competitors, variations in the Company’s results of operations, and general market conditions. No trading in our common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419. Movements in prices of stock may also affect the market price in general. As a result of these factors, purchasers of the Shares offered hereby may not be able to liquidate an investment in the Shares readily or at all.
SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE MARKET. All of the 20,000,000 Shares, which are held by management, have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended (“Act”) (pending effectiveness of this registration statement). Such Shares will not be available for sale in the open market except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell such shares. This offering will make a substantial number of the Shares owned by management eligible for sale in the future which may adversely affect the market price of the Common Stock. Mr. Bubeck, our President, Treasurer and Director and Ms. McLaughlin, our Secretary and Director, will remain bound by the affiliate resale restrictions enumerated in Rule 144 of the Securities Act of 1933. The Company is a shell company and as such, holders of our restricted or control securities will not be able to sell their securities in reliance on Rule 144 until such time, if ever, as we meet the requirements of Rule 144(i)(2). The Company is authorized to issue 300,000,000 shares of common stock. The issuance of these shares in the future presents the possibility of dilution of existing ownership.
SUBSCRIPTIONS IRREVOCABLE. Investors’ subscriptions are irrevocable and therefore, the investors’ funds may be held in escrow for longer than a year, and that investors will receive no return on invested funds because the escrow account will be non-interest bearing.
Special Note Regarding Forward-Looking Statements.
This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the proposed services that we expect to market, our ability to establish a substantial customer base, managements’ ability to raise capital in the future, the retention of key employees, and changes in the regulation of the industry in which we function.
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There may be other risks and circumstances that management may be unable to predict. When used in this document, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates,” and similar expressions are intended to identify and qualify forward-looking statements; although there may be certain forward-looking statements not accompanied by such expressions.
USE OF PROCEEDS
Without realizing the minimum offering proceeds, the Company will not be able to commence planned operations and implement our business plan. See “Management’s Discussion and Plan of Operation” for further information. In the case that the Offering does not reach the maximum and the total proceeds are less than those indicated in the table, we will have the discretion to apply the available net proceeds to various acquisition efforts within the dollar limits established in the table below.
The Company intends to use the proceeds from this offering for an acquisition as follows:
| Minimum | 50% of Maximum | Maximum | ||||||||||||||||||||||||||||||||||
| Application Of Proceeds | $ |
% of total |
% of net proceeds |
$ |
% of total |
% of net proceeds |
$ |
% of total |
% of net proceeds |
|||||||||||||||||||||||||||
| Total Offering Proceeds | $ | 5,000 | 100.00 | % | $ | 10,000 | 100.00 | % | $ | 20,000 | 100.00 | % | ||||||||||||||||||||||||
| Net Offering Proceeds * | $ | 4,500 | 90.00 | % | 100.00 | % | $ | 9,000 | 90.00 | % | 100.00 | % | $ | 20,000 | 90.00 | % | 100.00 | % | ||||||||||||||||||
| Total Use of Proceeds | $ | 5,000 | 100.00 | % | $ | 10,000 | 100.00 | % | $ | 20,000 | 100.00 | % | ||||||||||||||||||||||||
*Funds remaining after removal of the 10% of the funds invested which may immediately be delivered to the Company under Rule 419.
DETERMINATION OF OFFERING PRICE
The offering price of the common stock has been arbitrarily determined, and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings, or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue, or that the securities will ever trade at a price higher than the offering price.
DILUTION
“Dilution” represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net book value” is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of our issued and outstanding stock. Assuming all shares offered herein are sold, giving effect to the receipt of the maximum estimated proceeds of this offering net of the offering expenses, our net book value will be ($15,846) or ($0.0008) per share. Therefore, the purchasers of the common stock in this offering will incur an immediate and substantial dilution of approximately $0.0191 per share while our present stockholders will receive an increase of $0.0002 per share in the net tangible book value of the shares they hold. This will result in a 100.00% dilution for purchasers of stock in this offering
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The following table illustrates the dilution to the purchasers of the common stock in this offering:
| Minimum | Maximum | |||||||
| Offering | Offering | |||||||
| Offering Price Per Share | $ | 0.02 | $ | 0.02 | ||||
| Book Value Per Share Before the Offering | $ | (0.0008 | ) | $ | (0.0008 | ) | ||
| Book Value Per Share After the Offering | $ | (0.0005 | ) | $ | 0.0002 | |||
| Net Increase to Original Shareholder | $ | 0.0003 | $ | 0.001 | ||||
| Decrease in Investment to New Shareholders | $ | 0.0195 | $ | 0.0198 | ||||
| Dilution to New Shareholders (%) | 97 | % | 99 | % | ||||
SELLING SHAREHOLDER
The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of September 30, 2019 and 2018 and the number of shares of common stock being offered by the selling stockholders. The 20,000,000 shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
| No. Of Shares | Percentage of Shares | No. of Shares | Percentage of Shares | |||||||||||||
| Name | Before Offering | Before Offering | After Offering | After Offering | ||||||||||||
| Robert Bubeck | 5,000,000 | 25 | % | 0 | 0 | % | ||||||||||
| Benny Doro* | 800,000 | 4 | % | 0 | 0 | % | ||||||||||
| Margaret McLaughlin | 5,000,000 | 25 | % | 0 | 0 | % | ||||||||||
| Lawson Pedigo | 4,600,000 | 23 | % | |||||||||||||
| John Gladdis | 4,600,000 | 23 | % | |||||||||||||
*The selling shareholders are underwriters; as such, they will be subject to the applicable prospectus delivery and liability revisions of the Securities Act.
**** Robert Bubeck, is President and director and MARGARET MCLaughlin is Secretary and Director.
PLAN OF DISTRIBUTION
There is no public market for our common stock. Our common stock is currently held by four shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. Other than pursuant to certain exemptions permitted by Rule 419, no trading in the common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. The Company has not identified or approached any broker/dealers with regard to assisting us to apply for such listing. The Company is unable to estimate when we expect to undertake this endeavor or that we will be successful. In the absence of listing, no market is available for investors in our common stock to sell their shares. The Company cannot guarantee that a meaningful trading market will develop or that we will be able to get our common stock listed for trading.
If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.
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Checks payable as disclosed herein received in connection with sales of our securities will be transmitted immediately into an Escrow Account until the offering is closed. There can be no assurance that all, or any, of the shares will be sold. The shares from Robert Bubeck, Benny Doro, Lawson Pedigo, John Gladdis, and Margaret McLaughlin will be placed into the Escrow Account. The escrow agreement sets forth the offering priorities between the Company’s shares and those held by Robert Bubeck, Benny Doro, Lawson Pedigo, John Gladdis and Margaret McLaughlin.
Margaret McLaughlin will not receive commissions for any sales originated on the Company’s behalf. We believe that Margaret McLaughlin is exempt.
1. Is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his or her participation; and
2. Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
3. Is not an associated person of a broker or dealer; and
4. Meets the conditions of the following:
| a. | Primarily performs, or is intended primarily to perform, at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and |
| b. | Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and |
| c. | Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to Rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration. |
Margaret McLaughlin, our Secretary and Director, is an underwriter for the purposes of this offering. Robert Bubeck, Benny Doro, Margaret McLaughlin, Lawson Pedigo, and John Gladdis are promoters for the purpose of this offering.
There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.
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In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered, or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold.
The Company is conducting a “Blank Check” offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the “S.E.C.”) under the Securities Act of 1933, as amended (the “Securities Act”). The offering proceeds and the securities to be issued to investors must be deposited in an escrow account (the “Deposited Funds” and “Deposited Securities,” respectively). While held in the escrow account, the Deposited Securities may not be traded or transferred other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Except for an amount up to 10% of the Deposited Funds releasable under Rule 419, the Deposited Funds and the Deposited Securities may not be released until an acquisition meeting certain specified criteria (having a value of at least 80% of the amount raised in this offering) has been consummated and a sufficient number of investors (80% of those purchasing in the offering) reconfirm their investment in accordance with the procedures set forth in Rule 419 ie the company will be able to release the deposit funds and securities upon the execution of an agreement for the acquisition of a business or assets for which the fair value of the business or net assets to be acquired represent at least 80 percent of the maximum offering proceeds (a fair value of $336,000 for the business or assets to be acquired is required in this offering). An amount equal to 10% of the gross proceeds of the offering may be released to the Company for expenses upon completion of the minimum offering. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be filed in a post-effective amendment to this registration statement, and delivered to all investors. The Company must return the pro rata portion of the Deposited Funds to any investor who does not elect to remain an investor. Unless 80% of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the net Deposited Funds (without interest) and none of the Deposited Securities will be issued to investors. In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the net Deposited Funds will be returned on a pro rata basis to all investors (10% may have been released to the Company upon completion of at least the minimum offering).
The proceeds from the sale of the shares in this offering should be payable to Branch Banking & Trust Company fbo Allure Worldwide, Inc (“Escrow Account”) and will be deposited in a non-interest bearing account until the escrow conditions are met. No interest will be paid to any shareholder or the Company. All subscription agreements and checks are irrevocable. All subscription funds net of amounts releasable under Rule 419 for expenses (up to 10%) will be held in the Escrow Account until the earlier of: (i) consummation of an acquisition meeting the requirements of Rule 419; or (ii) 18 months have passed from the date of the prospectus and no such acquisition has been consummated and no funds shall be released to Allure Worldwide, Inc until such a time as the escrow conditions are met other than up to 10% as disclosed herein. In the event that 18 months have passed from the date of the prospectus and no such acquisition has been consummated, net funds shall be returned pro rata to investors. Securities will be released to investors upon the consummation of an acquisition meeting the requirements of Rule 419. The escrow agent will continue to receive or hold funds and perform disbursements required or allowed under Rule 419 until either (i) consummation of an acquisition meeting the requirements of Rule 419; or (ii) 18 months have passed from the date of the prospectus and no such acquisition has been consummated. Thereafter, the escrow agreement shall terminate. If the Minimum Offering is not achieved within 180 days of the date of this prospectus (or an additional 180 days if so extended at the sole discretion of the Company), all subscription funds will be returned to investors promptly without interest or deduction of fees upon the expiration of 180 days or the second 180 days if the offering period is extended. The fee of the Escrow Agent is $2,500.00 (see Exhibit 99a). The amount of funds actually collected in the escrow account from checks that have cleared the interbank payment system, as reflected in the records of the escrow agent, is the only factor assessed in determining whether the minimum offering condition has been met. Branch Banking & Trust Company will act as escrow agent and trustee for investors and it will make the determination based solely on its account records. Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99b) and sending it to the Company together with payment in full. All payments must be made in United States currency either by personal check, bank draft, or cashiers check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.
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COMMON STOCK
Allure Worldwide, Inc is authorized to issue 300,000,000 shares of common stock, $0.0001 par value. The company has issued 20,000,000 shares of common stock to date held by five (5) shareholders of record.
The holders of Allure Worldwide, Inc’s common stock:
1. Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;
2. Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, Dissolution, or winding up of corporate affairs;
3. Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
4. Are entitled to one vote per share on all matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable, and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable.
PREFERRED STOCK
The preferred stock shall have the rights and terms granted it by the Board of Directors at the time of issuance.
PREEMPTIVE RIGHTS
No holder of any shares of Allure Worldwide, Inc stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.
NON-CUMULATIVE VOTING
Holders of Allure Worldwide, Inc common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any directors.
CASH DIVIDENDS
As of the date of this prospectus, Allure Worldwide, Inc has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and our financial position, general economic conditions, and other pertinent conditions. The Company does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.
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REPORTS
After this offering, Allure Worldwide, Inc will make available to its shareholders annual financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.
INTEREST OF NAMED EXPERTS AND COUNSEL
Ellaine A. Dowling, Esq., of EAD Law Group, LLC, is legal counsel to the Company. Ms. Dowling has provided an opinion on the validity of the common stock to be issued pursuant to this Registration Statement. Ms. Dowling has also been retained as special counsel to our Company for purposes of facilitating our efforts in securing registration before the Commission and eventual listing on the OTC.
The financial statements included in this prospectus as of September 30, 2019 and for the period from inception (September 26, 2018) through September 30, 2018, have been audited by Adeptus Partners LLC an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
Allure Worldwide, Inc (the “Company”), was incorporated on September 26, 2018, under the laws of the State of Florida, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has no operations to date. Other than issuing shares to its original shareholders, the Company never commenced any operational activities.
The Company was formed by Robert Bubeck and Margaret McLaughlin for the purpose of creating a corporation that could be used to consummate a merger or acquisition. Robert Bubeck serves as President, Treasurer and Director and Margaret McLaughlin serves as Secretary and Director. The directors determined next to proceed with filing a Form S-1.
Mr. Bubeck, President, Treasurer and Director, elected to commence implementation of the Company’s principal business purpose described below under “Plan of Operation”. As such, the Company can be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the Company as a “blank check” company. Many states have enacted statutes, rules, and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully implemented its business plan described herein. In order to provide assurances that no trading will occur in the Company’s securities until a merger or acquisition has been consummated, all shares will be placed in escrow, and will not be released until such time as legal counsel has confirmed that a merger or acquisition has been successfully consummated. However, while management believes that the procedures established to preclude any sale of the Company’s securities prior to closing of a merger or acquisition will be sufficient, there can be no assurances that the procedures established herein will unequivocally limit any shareholder’s ability to sell their respective securities before such closing.
The Company is an emerging growth company under the Jumpstart Our Business Startups Act. The Company shall continue to be deemed an emerging growth company until the earliest of—
(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
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(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000 in non-convertible debt; or
(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in Section 240.12b-2 of Title 17, Code of Federal Regulations, or any successor thereto.
As an emerging growth Company, the Company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company, the Company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act. Number of Total Employees and Number of Full Time Employees.
Allure Worldwide, Inc plans to rely exclusively on the services of our officers and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal.
DESCRIPTION OF PROPERTY
We use a corporate office located at 18731 SE River Ridge, Tequesta, FL 33469. Office space, utilities, and storage are currently being provided free of charge at the present time at this address. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.
LEGAL PROCEEDINGS
There are no known pending legal or administrative proceedings against the Company.
MARKET PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK
Market Price
As of the date of this prospectus, there is no public market in Allure Worldwide, Inc common stock. This prospectus is a step toward creating a public market for our stock, which may enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will develop. Allure Worldwide, Inc and its management make no representation about the present or future value of our common stock. Other than pursuant to certain exceptions permitted by Rule 419, no trading in your common stock being offered will be permitted until the completion of a business combination meeting the requirements of Rule 419.
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As of the date of this prospectus,
1. There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Allure Worldwide, Inc;
2. There are currently 20,000,000 shares of our common stock held by our officers and director that are not eligible to be sold pursuant to Rule 144 under the Securities Act;
3. Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to the current shareholder.
All of the presently outstanding shares of common stock (20,000,000) are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
HOLDERS
As of the date of this prospectus, Allure Worldwide, Inc has 20,000,000 shares of $0.0001 par value common stock issued and outstanding held by five (5) shareholders of record.
DIVIDENDS
We have neither declared nor paid any cash dividends on either our preferred or common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section must be read in conjunction with the Audited Financial Statements included in this prospectus.
PLAN OF OPERATION
Allure Worldwide, Inc was incorporated on September 26, 2018.
The Registrant intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. The Registrant has no acquisitions in mind and has not entered into any negotiations regarding such an acquisition. Neither the Company’s officers, directors, promoter nor any affiliates thereof have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.
The Company will obtain audited financial statements of a target entity. The Board of Directors does intend to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. These assurances consist mainly of financial statements. The Company will also examine business, occupational and similar licenses and permits, physical facilities, trademarks, copyrights, and corporate records including articles of incorporation, bylaws and minutes if applicable. In the event that no such assurances are provided the Company will not move forward with a combination with this target. Closing documents relative thereto will include representations that the value of the assets conveyed to or otherwise so transferred will not materially differ from the representations included in such closing documents.
The Registrant has no full-time employees. The Registrant’s officer has agreed to allocate a portion of his time to the activities of the Registrant, without compensation. Management anticipates that the business plan of the Company can be implemented by our officer devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. See “DIRECTORS, EXECUTIVE OFFICERS.”
The Company is filing this registration statement on a voluntary basis because the primary attraction of the Registrant as a merger partner or acquisition vehicle will be its status as an SEC reporting company. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Registrant.
GENERAL BUSINESS PLAN
The Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will upon effectiveness be required to file periodic reports as required by Item 15(d) of the Exchange Act, and also that the company intends to file a form 8A registering the company under Section 12G of the Exchange Act within 5 business days of the effectiveness of this registration statement, which will register the Company’s common shares under the Exchange Act. Upon the effectiveness of such registration statement, the Company will be required to report pursuant to Section 13 of the Exchange Act.
The Company will not restrict its search to any specific business, industry, or geographical location, and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See “Financial Statements.” This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.
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The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly- owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
One of the methods the Company will use to find potential merger or acquisition candidates will be to run classified ads in the Wall Street Journal and similar publications periodically seeking companies that are looking to merge with a public shell. Other methods included personal contacts and contacts gained through social networking. There is no evidence showing that these methods of identifying a suitable merger opportunity will be successful. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. It is management’s belief that funds raised form the offering should be sufficient to merge with or acquire an acquisition target. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The costs of an initial public offering may include substantial attorney and auditor fees and the time factor can vary widely (could be as short as a month or take several years for example) and is unpredictable. A business combination with The Company may eliminate some of those unpredictable variables as the initial review process on a large active business could easily extend over a period of a year or more requiring multiple audits and opinions prior to clearance. On the other hand a business combination with the Company may raise other variables such as the history of the Company having been out of the targets control and knowledge. Thus they have to rely on the representations of the Company in their future filings and decisions. In addition, the additional step of a business combination may increase the time necessary to process and clear an application for trading. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s or 10-KSB’s, agreements and related reports and documents. If an entity is deemed a Shell Company the 8-K which must be filed upon the completion of a merger or acquisition requires all of the information normally disclosed in the filing of a Form 10. Once deemed a Shell Company, Rule 144 imposes additional restrictions on securities sought to be sold or traded under Rule 144. The Securities Exchange Act of 1934 (the “34 Act”), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, the officer and director of the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under the supervision of, Robert Bubeck, an officer and director of the Company, who is not a professional business analyst. Management intends to concentrate on identifying preliminary prospective business opportunities which may be brought to its attention through present associations of Robert Bubeck, a Company officer and shareholder. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Management will meet personally with management and key personnel of the business opportunity as part of his investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.
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Management of the Company, while not experienced in matters relating to the new business of the Company, will rely upon his own efforts in accomplishing the business purposes of the Company. It is not anticipated that any outside consultants or advisors, other than the Company’s legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as the Company has no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, the Company’s management has never used outside consultants or advisors in connection with a merger or acquisition.
The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.
ACQUISITION OPPORTUNITIES
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholder of the Company will no longer be in control of the Company. In addition, the Company’s director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company’s shareholders.
Robert Bubeck, Benny Doro, Lawson Pedigo, John Gladdis, and Margaret McLaughlin’s shares must be sold at $0.02 per share, if at all, during the offering period. It is anticipated that, after the offering period is closed, Robert Bubeck, Benny Doro, Lawson Pedigo, John Gladdis, and Margaret McLaughlin may actively negotiate or otherwise consent to the purchase of a portion of his common stock as a condition to, or in connection with, a proposed merger or acquisition transaction at a negotiated price. No transfer or sales of any shares held in escrow shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a “shell” company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company’s securities may have a depressive effect on the value of the Company’s securities in the future, if such a market develops, of which there is no assurance.
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While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event, and thereby structure the acquisition in a so-called “tax-free” reorganization under Sections 368a or 351 of the Internal Revenue Code (the “Code”).
With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of the Company, which target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, the Company’s shareholders will, in all likelihood, hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s then-shareholders.
The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity that cannot provide independent audited financial statements. The Company will need to file such audited statements as part of its post-effective amendment (reconfirmation). The Company will be subject to all of the reporting requirements of the 1934 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on Form 10-K. In the event that a previously approved target acquisition was later voided by management, shareholders may be left without an operating company and thus the value of their shares would be greatly diminished.
The Company’s President has verbally agreed that he will advance to the Company any additional funds which the Company needs for operating capital, and for costs in connection with searching for or completing an acquisition or merger. He has also agreed that such advances will be made interest free without expectation of repayment. There is no dollar cap on the amount of money that he may advance to the Company. The Company will not borrow any funds from anyone for the purpose of repaying advances made by the shareholder, and the Company will not borrow any funds to make any payments to the Company’s promoters, management, or their affiliates or associates. While this agreement is not binding, it is in Mr. Bubeck’s best interests to continue to advance any funds needed to advance this offering. He holds a significant number of shares and has already advanced all necessary money required for expenses. It is currently anticipated that Mr. Bubeck will continue to have sufficient funds for these expenses, which are not expected to be significant.
The Board of Directors has passed a resolution which prohibits the Company from completing an acquisition or merger with any entity in which the Company’s sole Officer, Director, and principal shareholder or his affiliates or associates serve as officer or director or hold any ownership interest. Management is not aware of any circumstances under which this policy, through their own initiative may be changed. All offering proceeds and all securities issued in connection with the offering will be held in escrow and, except for the 10% of proceeds that may be released to the Company, will remain in escrow until the completion of any acquisition or the return of all funds after a lapse of 18 months when no acquisition has been consummated.
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LIQUIDITY AND CAPITAL RESOURCES
The Company had assets of $0 as of September 30, 2019 and 2018 and total current liabilities of $15,846 and $9,846, respectively. The net cash used in operating activities for the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018 was $0 and $3,846. The net cash provided by financing activities for the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018 was $0 and $3,846.
The Rule 419 escrow fee is $2,500 and it is expected that the total cost of finding an acquisition is between $10,000 and $20,000 dollars.
COMPETITION
The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company’s combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Independent registered public accounting firm for the Company is Adeptus Partners LLC.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our director is elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Our officer is appointed by the Board of Directors to a term of one year and serve until a successor is duly elected and qualified, or until removed from office. Our Board of Directors does not have any nominating, auditing or compensation committees.
The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus:
| Name | Age | Position | Period of Service(1) |
| Robert Bubeck | 61 | President, Treasurer and Director | Inception – current |
| Margaret. McLaughlin | 80 | Secretary and Director | Inception – current |
Notes:
(1) Our directors will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. At the present time, our officers were appointed by our director and will hold office until resignation or removal from office.
(2) Officers have outside interests and obligations to companies other than Allure Worldwide, Inc They intend to spend approximately 10 hours per week on the Company’s business affairs. At the date of this prospectus, Allure Worldwide, Inc is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.
BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Mr. Robert Bubeck, President, Treasurer, Director, Age 60
Currently, Mr. Bubeck is the President of WJLL, Inc., a Florida consulting practice founded in 1997, initially as Market Link of South Florida, Inc. Clients have included the successful launch, development, and continued operation of many cable networks, television programs, and other media ventures. The company’s lead clients include Comcast, Newsmax Media, TimeLife Media, Zuus Digital Networks, The Country Network, Zuus Latino, The FAD Network, and Pyramid Entertainment.
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Mr. Bubeck is a founding partner of Zeplin Media, a media buying service in the infomercial industry.
In 2007, Mr. Bubeck co-foundered Cross Media Works, a multiplatform sales agent in the media industry. Mr. Bubeck directed the company to the acquisitions of Apex Media Sales (Scottsdale), TelAmerica Media (Philadelphia), Affiliated Media (Jacksonville), and WizeBuys (Philadelphia). These acquisitions totaled over $150 million.
In 1991, Mr. Bubeck served as the Senior Vice President of Operations for American Cable Advertising, an independent sales organization in the spot cable arena. Under Mr. Bubz c
Ms. McLaughlin was also an officer and director of Atlantic Acquisition II, Inc., and Atlantic Acquisition I, Inc. a blank check both of which recently went effective and are behind in its reporting obligations.
eck’s direction, ACA launched and operated its organization to 10 sales offices nationwide. Mr. Bubeck also served as the Vice President of Sales in the Southeast for National Cable Communications, a joint venture of Comcast, Cox Cable Communications, Time Warner, and Katz Communications.
Mr. Bubeck was also an officer and director of Atlantic Acquisition II, Inc., (since June 29, 2017), and Atlantic Acquisition I, Inc.(from Dec. 29, 2017 to Feb. 2018) a blank check both of which a blank check which recently went effective and is behind in its reporting obligations.
Margaret McLaughlin, Secretary, Director Age 80
Ms. McLaughlin has worked in the New York area for most of her career. Ms. McLaughlin has worked as a professional bookkeeper for several large companies. She has been retired since before 2012 and will occasionally informally consult for companies.
Ms. McLaughlin was also an officer and director of Atlantic Acquisition II, Inc., and Atlantic Acquisition I, Inc. a blank check both of which recently went effective and are behind in its reporting obligations.
Conflicts of Interest
Robert Bubeck and Margaret McLaughlin are the officers and directors of Allure Worldwide, Inc which is a blank check company. They are also an officer and director of Atlantic Acquisition II, Inc., a blank check which recently went effective and they are not current in reporting obligations.
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Our officers and directors will offer the securities of our Company on the same basis as any other blank check company in which he is involved and to the same group of intended shareholders. There is, of course, no guarantee that any offering will be subscribed in sufficient quantity to close the offering, but, in that event, investors will receive their money back and the offering will be withdrawn. Offers of each company’s stock in which our officer and director is a principal will be made immediately upon the Securities and Exchange Commission deeming it effective and in order of the date on which the registration became effective. Therefore, an offering with the oldest effective date will be closed, before a more recent offering is closed.
Our officers and directors are not full-time employees of our Company and are actively involved in other business pursuits. Moreover, any future blank check companies that are organized by our officers and directors may compete with our company in the search for a suitable target.
To minimize potential conflicts of interest arising from multiple corporate affiliations, our officers and directors will not ordinarily make affirmative decisions to allocate a particular business opportunity to a particular acquisition vehicle. Instead, he will provide the available due diligence information on all available acquisition vehicles to the potential target, and ask the potential target to make a final selection. There is no assurance that a potential target will conclude that our Company is best suited to its needs or that an acquisition will ever occur.
Board Committees
Allure Worldwide, Inc has not yet implemented any board committees as of the date of this prospectus.
Directors
The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Although we anticipate appointing additional directors, the Company has not identified any such person or any time frame within which this may occur.
EXECUTIVE COMPENSATION
No compensation was paid during the period.
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DIRECTORS’ COMPENSATION
Our directors are not entitled to receive compensation for services rendered to Allure Worldwide, Inc, or for any meeting attended. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.
EMPLOYMENT CONTRACTS AND OFFICERS’ COMPENSATION
We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement may be executed. We do not currently have plans to pay any compensation until such time as the Company maintains a positive cash flow.
STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN
Allure Worldwide, Inc currently does not have existing or proposed option or Stock Appreciation Right “SAR” grants.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.
| No. Of Shares | Percentage of Shares | No. of Shares | Percentage of Shares | |||||||||||||
| Name | Before Offering | Before Offering | After Offering | After Offering | ||||||||||||
| Benny Doro | 800,000 | 4 | % | 0 | 0 | % | ||||||||||
| Robert Bubeck* | 5,000,000 | 25 | % | 0 | 0 | % | ||||||||||
| Margaret McLaughlin* | 5,000,000 | 25 | % | 0 | 0 | % | ||||||||||
| Lawson Pedigo | 4,600,000 | 23 | % | |||||||||||||
| John Gladdis | 4,600,000 | 23 | % | |||||||||||||
| All officers and directors as a group* | 20,000,000 | 100 | % | 0 | 0 | % | ||||||||||
Footnotes
(1) The address of the executive officers and directors is c/o Allure Worldwide, Inc, 18731 SE River Ridge, Tequesta, FL 33469.
(2) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
(3) All selling shareholders are officers, directors or 5% shareolders of the Company. The above table reresemts a complete list of the selling shareholders.
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(3) Assumes the sale of the maximum amount of this offering (1,000,000 shares of common stock newly issued and the sale of 20,000,000 shares held by Robert Bubeck, Benny Doro, Lawson Pedigo, John Gladdis, and Margaret McLaughlin). The aggregate amount of shares to be issued and outstanding after the offering is 21,000,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 26, 2018, Robert Bubeck, paid for expenses involved with the incorporation of Allure Worldwide, Inc with personal funds on behalf of Allure Worldwide, Inc, as a capital contribution. Margaret McLaughlin was issued 5,000,000 and Robert Bubeck was issued 5,000,000 common shares par value $0.001 as founders shares.
On September 26, 2018, Robert Bubeck, paid for expenses involved with the incorporation of Allure Worldwide, Inc with personal funds on behalf of Allure Worldwide, Inc, as a capital contribution. Margaret McLaughlin was issued 5,000,000 and Robert Bubeck was issued 5,000,000 common shares par value $0.001 as founders shares. Benny Doro, Lawson Pedigo and John Gladdis were issued 800,000, 4,600,000 and 4,600,000 common shares for future anticipated services.
Our President, Treasurer and Director, Bub Bubeck, our Secretary and Director, Margaret McLaughlin our, Benny Doro, Lawson Pedigo, and John Gladdis, are the only promoters of the Company.
During the period ended September 30, 2018, Robert Bubeck, CEO paid $3,846 of expenses on behalf of the Company. The amount due to related party at both September 30, 2019 and 2018 is $3,846 and is due on demand and non-interest bearing.
REPORTS TO SECURITY HOLDERS
1. After this offering, Allure will furnish shareholders with audited annual financial reports certified by independent accountants, and may, in its discretion, furnish unaudited quarterly financial reports.
2. After this offering, Allure will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status. The Company intends to file Form 8-K upon effectiveness of this registration.
3. The public may read and copy any materials Allure files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Allure’s SEC filings will also be available on the SEC’s Internet site. The address of that site is: http://www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Securities and Exchange Commission’s Policy on Indemnification
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, Allure Worldwide, Inc has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Allure of expenses incurred or paid by a director, officer or controlling person of Allure 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, Allure will, unless in the opinion of Allure legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| 33 |
FINANCIAL STATEMENTS AND EXHIBITS.
Allure Worldwide, Inc Index to Financial Statements
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Financial Statements: | ||
| Balance Sheets as of September 30, 2019 and 2018 | F-3 | |
| Statements of Operations for the year ended September 30, 2019 and for the period September 26, 2018 (inception through September 30, 2018 | F-4 | |
| Statements of Changes in Stockholders Deficit for the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018 | F-5 | |
| Statements of Cash Flows for the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018 | F-6 | |
| Notes to Financial Statements | F-7 - F-10 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| F-2 |
| F-3 |
Allure Worldwide, Inc
Balance Sheet
|
September 30, |
September 30, | |||
| 2019 | 2018 | |||
| ASSETS | ||||
| Total assets | $ — | $ | — | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Current liabilities | ||||
| Due to Related Party | $ 3,846 | $ | 3,846 | |
| Accrued expenses | 12,000 | 6,000 | ||
| Total current liabilities | 15,846 | 9,846 | ||
| Stockholders’ deficit | ||||
| Preferred stock, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding | — | — | ||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 20,000,000 shares issued and outstanding | 2,000 | 2,000 | ||
| Additional paid in capital | - | |||
| Accumulated deficit | (17,846) | (11,846 | ) | |
| Total stockholders’ deficit | (15,846) | (9,846 | ) | |
| Total liabilities and stockholders’ deficit | $ — | $ | — | |
See accompanying notes to financial statements.
| F-4 |
Allure Worldwide, Inc
Statement of Operations
| For the year ended September 30, 2019 | For the period from September 26, 2018 (inception) to September 30, 2018 | |||||||
| Operating expenses | ||||||||
| General and Administrative expenses | $ | 6,000 | $ | 11,846 | ||||
| Total operating expenses | 6,000 | 11,846 | ||||||
| Net loss | $ | (6,000 | ) | $ | (11,846 | ) | ||
| Basic and diluted net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Basic and diluted weighted average common shares outstanding | 20,000,000 | 20,000,000 | ||||||
See accompanying notes to financial statements.
| F-5 |
Allure Worldwide, Inc
Statement of Changes in Stockholders’ Deficit
For the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018
| Common Stock |
Additional Paid In |
Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Shares issued to Directors for services on September 26, 2018 (inception) | 18,000,000 | $ | 1,800 | $ | — | $ | — | $ | 1,800 | |||||||||||
| Shares issued for services on September 26, 2018 (inception) | 2,000,000 | 200 | — | — | 200 | |||||||||||||||
| Expenses paid by related party contributed to capital | — | — | — | — | — | |||||||||||||||
| Net loss | — | — | — | (11,846 | ) | (11,846 | ) | |||||||||||||
| Balance at September 30, 2018 | 20,000,000 | $ | 2,000 | $ | — | $ | (11,846 | ) | $ | (9,846 | ) | |||||||||
| Net loss | — | — | — | (6,000 | ) | (6,000 | ) | |||||||||||||
| Balance at September 30, 2019 | 20,000,000 | $ | 2,000 | $ | — | $ | (17,846 | ) | $ | (15,846 | ) | |||||||||
See accompanying notes to financial statements.
| F-6 |
Allure Worldwide, Inc
Statements of Cash Flows
| For the year ended September 30, 2019 | For the period from September 26, 2018 (inception) to September 30, 2018 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (6,000 | ) | $ | (11,846 | ) | ||
| Stock issued for services provided | — | 2,000 | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Accrued expenses | 6,000 | 6,000 | ||||||
| Net cash used in operating activities | — | (3,846 | ) | |||||
| Cash flow from financing activities: | ||||||||
| Due to related party | — | 3,846 | ||||||
| Cash provided by financing activities | — | 3,846 | ||||||
| Net change in cash | — | — | ||||||
| Cash, beginning of the period | — | — | ||||||
| Cash, end of the period | $ | — | $ | — | ||||
See accompanying notes to financial statements.
| F-7 |
Allure Worldwide, Inc
Notes to Financial Statements
September 30, 2018
Note 1 - Nature of Business
Allure Worldwide, Inc (the Company) was incorporated under the laws of the State of Florida on September 26, 2018 with the principal business objective of merging with or being acquired by another entity and is therefore a blank check company.
The Company has elected a fiscal year end of September 30.
Note 2 - Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities 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. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. No deferred tax assets or liabilities were recognized at September 30, 2019 or 2018.
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that be used to measure fair value:
| F-8 |
Allure Worldwide, Inc
Notes to Financial Statements
September 30, 2018
Note 2 - Significant Accounting Policies (continued)
Level 1 - quoted prices in active markets for identical assets or
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The Company’s financial liabilities are measured at fair value and include its notes payable. These liabilities are subject to the measurement and disclosure requirements of ASC 820 and are considered to be Level 3 inputs.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2019 and 2018.
| F-9 |
Allure Worldwide, Inc
Notes to Financial Statements
September 30, 2018
Note 2 - Significant Accounting Policies (continued)
Earnings Per Share Information
FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.
Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the year ended September 30, 2019 and for the period September 26, 2018 through September 30, 2018 (inception), the Company has a net loss of $6,000 and $11,846 and accumulated deficit of $17,846 and $11,846, respectively. Currently, the Company does not have cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
Recent Accounting Pronouncements
There were recently issued updates most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows.
| F-10 |
Allure Worldwide, Inc
Notes to Financial Statements
September 30, 2018
Note 3 - Stockholders’ Deficit
Common stock
The authorized common stock of the Company consists of 300,000,000 shares with a $0.0001 par value.
On September 26, 2018 the Company’s 2 officers and directors were issued 5,000,000 common shares each for services. The value of the total shares issued was $1,000.
On September 26, 2018, Lawson Pedigo, and John Gladdis were issued 4,600,000 and 4,600,000 shares respectively and Benny Doro was issued 800,000 shares for services valued at a total of $1,000.
There were 20,000,000 common shares issued and outstanding as of September 30, 2019.
Preferred stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.0001 par value and none issued and outstanding.
Note 4 - Income Taxes
Any net loss carryforward may be subject to the 382 limitation upon a change in control as defined therein.
As of September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018, the Company incurred net losses of $6,000 and $11,846, which resulted in a net operating loss carryforward for income tax purposes. The losses resulted in a deferred tax asset of approximately $1,500 and $3,00 at September 30, 2019 and 2018, respectively, at the effective rate of 25.1.
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended September 30, 2019 and for the period September 26, 2018 (inception) through September 30, 2018 applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
Note 5 - Related Party Transactions
During the period ended September 30, 2018, Robert Bubeck, CEO paid $3,846 of expenses on behalf of the Company. The amount due to related party at both September 30, 2019 and 2018 is $3,846 and is due on demand and non-interest bearing.
The Company does not own or rent property. The office space is provided by an officer at no charge.
Note 6—Subsequent Events
The Company has evaluated subsequent events from the balance sheet through November 20, 2019 which is through the date of this filing, and determined there are were the following events to disclose.
| F-11 |
Dealer Prospectus Delivery Obligation
Until _________________2019, 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.
| F-12 |
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by Allure in connection with the sale of the common stock being registered. Allure has agreed to pay all costs and expenses in connection with this offering of common stock. Our officers and directors are the source of the funds for the costs of the offering. They have no agreement in writing to pay the expenses of this offering on behalf of Allure and thus such agreement to do so is not enforceable. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.
| Legal and Professional Fees | $ | 5,000 | ||
| Accounting Fees | $ | 6,000 | ||
| Escrow Fees | $ | 2,500 | ||
| Registration Fee | $ | 50.40 | ||
| Total | $ | 13,550.40 |
ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Allure Worldwide, Inc’s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted by Florida law, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.
| F-13 |
ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES
Since its inception of the Company through the date of this S-1, Allure Worldwide, Inc issued the following unregistered securities in private transactions without registering the securities under the Securities Act:
On September 26, 2018, the Company’s 2 officers and directors received founders shares of 5,000,000 shares each of common stock of the Company, each, par value $0.0001 per share. On September 26, 2018 Pedigo, and John Gladdis were issued, 4,600,000 and 4,600,000 shares respectively and Benny Doro was issued 800,000 shares. The total for services performed was valued at $2,000.
At the time of the issuance, the five (5) purchasers were in possession of all available material information about us. On the basis of these facts, Allure Worldwide, Inc claims that the issuance of stock to its founding shareholders qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.
Allure believes that the exemption from registration for these sales under Section 4(2) was available because:
● They were an executive officer or director of Allure or related party thereto and thus had fair access to all material information about Allure before investing;
● There was no general advertising or solicitation; and
● The shares bear a restrictive transfer legend.
The price of the common stock issued to them was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, Allure was recently formed or in the process of being formed and possessed no assets.
ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX OF EXHIBITSx
|
Exhibit No. |
Name/Identification of Exhibit |
| 3 | Articles of Incorporation & Bylaws |
| a) | Articles of Incorporation |
| b) | Bylaws adopted on September 26, 2018 |
| 5.1 | Opinion of Elaine A. Dowling, Esq. |
| 23.1 | Consent of Independent Auditor |
| 99 | Additional Exhibits |
| a) Escrow Agreement | |
| b) Subscription Agreement |
| F-14 |
ITEM 17 - UNDERTAKINGS
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided however, That:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| F-15 |
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
i. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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.
| F-16 |
The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Miami, state of Florida on February 20, 2020 .
| Allure Worldwide, Inc (Registrant) | ||
| By: /s/ Robert Bubeck | ||
| Robert Bubeck, President, Treasurer, Principal Executive Officer | ||
| By: /s/ Margaret McLaughlin | ||
| Margaret McLaughlin, Secretary, Principal Accounting Officer, Principal Financial Officer |
| Signature | Title | Date | |
| /s/ Robert Bubeck | President, Treasurer, Director, Principal Executive Officer | February 20, 2020 | |
| Robert Bubeck | |||
| /s/ Margaret McLaughlin | Secretary, Director Principal Accounting Officer, Principal Financial Officer | February 20, 2020 | |
| Margaret McLaughlin |
| F-17 |
Exhibit 3.a
| 1 |
| 2 |
Exhibit 3.b
BY-LAWS
OF
Allure Worldwide, Inc.
ARTICLE I - OFFICES
The principal offices of the Corporation shall be located at 18731 SE River Ridge, Tequesta, FL 33469, and the office address may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meeting of the stockholders of the corporation shall be held within six (6) months after the close of the fiscal year of the Corporation, which is established as the 31st of July of each year, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and the place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such stockholder at the address as it appears on the transfer agency records or the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.
| 1 |
(b) Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.
SECTION 5 - QUORUM:
(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles, and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation", at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record 51% of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.
(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attorney-in-fact thereunto duly authorized in writing. No Proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of stockholders at a meeting, may be taken without a meeting if authorized by a written consent of shareholders holding at least a majority of the voting power; provided that if a greater proportion of voting power is required by such action at a meeting, then such greater proportion of written consent shall be required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the corporation shall not be less than 1 nor more than 9 unless and until otherwise determined by vote of a majority of the entire Board of Directors.
(b) Except as may be otherwise provided herein or in the Articles of Incorporation by way of cumulative voting rights the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified; or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS:
The Board of Directors shall be responsible for the control and management of the affairs, property .and interests of' the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) The regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders at the place of such annual meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such change was made within the time limit, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph(c) of such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.
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(b) Except as otherwise required by statute, notices of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice except as required by Section 8 of this Article III, need not specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Vice Chairman shall preside, and in his absence, a Chairman chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or by statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or Committee. Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation or by statute members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Such participation is constituted presence of all of the participating persons at such meeting
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, and each person participating in the meeting shall sign the minutes thereof, which may be signed in counterparts.
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless the vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective;
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.
(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of' such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transactions which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a Treasurer and a Secretary, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman or Vice Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified or until his death, resignation or removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.
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SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power; of the Corporation as such stockholder (including the attendance, acting and voting at stockholders’ meetings and execution of waivers consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. The certificates shall bear the following: the Corporate Seal, the holder’s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President; and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.
(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.
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(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.
SECTION. 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the-record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which the notice is given,
or if no notice is given, the day preceding the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of, or to vote at, any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.
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ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amount, and at such time or times as the Board of Directors may determine
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be August 1 to July 31, and may be changed by the Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of stockholders holding of record, in the aggregate, at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice -or-waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.
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SECTION 2 - BY DIRECTORS:
The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the stockholders. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.
CERTIFICATE OF THE PRESIDENT
This is to certify that I am the duly elected, qualified and acting President of:
Allure Worldwide, Inc.
and that the foregoing By-laws constituting a true and original copy were duly adopted as the by-laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand, this 26th day of September, 2018.
/s/ Robert Bubeck
Robert Bubeck, President
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Exhibit 5.1
EAD LAW GROUP, LLC
November 21, 2019
Board of Directors Allure Worldwide, Inc.
18731 SE River Ridge
Tequesta, FL 33469
| Re: | Registration Statement on Form S-1 for Allure Worldwide, Inc., a Nevada corporation (the "Company") |
Dear Ladies and Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 20,000,000 shares held by existing shareholders and 1,000,000 newly issued shares for public sale of the Company's common stock, $.001 par value, to be sold by the existing selling shareholders and the issuer.
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:
i. The Certificate of Incorporation of the Company; ii. The Registration Statement and the Exhibits thereto; and
iii. Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
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6671 S. Las Vegas Blvd. Building D, Suite 210
Las Vegas, NV 89119
Email: ead@eadlawgroup.com 702-761-6769
Board of Directors Allure Worldwide, Inc.
November 1, 2019
Page 2
Based on the foregoing, I am of the opinion that (i) the 1,000,000 shares to be offered by the company will when sold be legally issued, fully paid and non-assessable, and (ii) the 20,000,000 shares held by the selling shareholders are and will be when sold in this offering be legally issued, fully paid and non-assessable.
This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date of the effectiveness of this registration statement.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
Sincerely,
EAD LAW GROUP, LLC
/s/ Elaine Dowling, Esq.
Elaine Dowling, Esq.
| EAD:gd |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the registration statement on Form S-1, amendment number 2, of Allure Worldwide, Inc., of our report dated November 20, 2019 on our audit of the financial statements of Allure Worldwide, Inc. as of September 30, 2019 and 2018, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended September 30, 2019 and from inception September 26, 2018 through September 30, 2018, and the reference to us under the caption “Experts.”
/s/ Adeptus Partners, LLC
Ocean, New Jersey
February 20, 2020
Exhibit 99.b
Subscription Agreement
Allure Worldwide, Inc.
1. Investment:
| (a) | The undersigned (“Buyer”) subscribes for _________ Shares of Common Stock of Allure Worldwide, Inc. at $0.02 per share. |
| (b) | Total subscription price ($0.02 times number of Shares): = $____________ |
PLEASE MAKE CHECKS PAYABLE TO: Branch Banking & Trust Co. fbo Allure Worldwide, Inc.
2. Investor Information:
| Name (type or print) | SSN/EIN/Taxpayer I.D. | ||||||||||
| E-mail address: | |||||||||||
| Address: | |||||||||||
| Joint Name (type or print) | SSN/EIN/Taxpayer I.D. | ||||||||||
| E-mail address: | |||||||||||
| Address: | |||||||||||
| Mailing Address (if different from above): | |||||||||||
| Street | City/State | Zip | |||||||||
| Business Phone: (_____) ________________________ | Home Phone: (_____) _________________________ | ||||||||||
3. Type of ownership: (You must check one box)
.Individual .Custodian for ________________________
.Tenants in Common .Uniform Gifts to Minors Act of the State of: ___________
.Corporation (Inc., LLC, LP) - Please Attach a List all officers, directors, partners, managers, etc.:
.Joint Tenants with rights of Survivorship
.Partnership (Limited Partnerships use “Corporation”)
.Trust
.Community Property
.Other (please explain) ______________________________
4. Further Representations, Warrants and Covenants. Buyer hereby represents, warrants, covenants and agrees as follows:
| (a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. |
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| (b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment. |
| (c) Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment. |
| (d) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares. |
| (e) Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely. |
| (f) If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the Offering. |
| (g) Buyer has been furnished with the Prospectus. Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the Offering. |
5. Indemnification
Buyer acknowledges an understanding of the meaning of the legal consequences of Buyer’s representations and warranties contained in this Subscription Agreement and the effect of his or her signature and execution of this Agreement, and Buyer hereby agrees to indemnify and hold the Company and each of its officers and/or directors, representatives, agents or employees, harmless from and against any and all losses, damages, expenses or liabilities due to, or arising out of, a breach of any representation, warranty or agreement of or by Buyer contained in this Subscription Agreement.
6. Acceptance of Subscription
It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.
7.. Governing Law
This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.
| Signature of Buyer | Investor’s Subscription | |
| Accepted this_____ day of ________, 2019 | ||
| Printed Name | Allure Worldwide, Inc. | |
| Date: | Accepted by: | |
Deliver completed subscription agreements and checks to:
Allure Worldwide, Inc.
18731 SE River Ridge
Tequesta, FL 33469
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