![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Grand Havana Inc (PK) | USOTC:GHAV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0011 | 0.0009 | 0.001 | 0.00 | 16:12:43 |
·
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
·
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i. e., an auditor discussion and analysis);
|
·
|
provide proxy statement disclosure and submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”, “say-on-frequency” and “golden parachute compensation arrangements ;”
|
·
|
present more than two years of audited financial statements, selected financial data or management’s discussion and analysis (MD&A) in a registration statement for an initial public offering (rather than the usual three years of financial statements and MD&A and five years of selected financial data);
|
·
|
present selected financial data and MD&A in Exchange Act periodic reports for any period prior to the earliest audited period presented in connection with the issuer’s first registration statement that became effective under the Securities Act or Exchange Act; and
|
·
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
Securities being offered:
|
12,460,612 shares of Common Stock, par value $0.001 by selling stockholders.
|
Initial Offering Price:
|
$0.15
|
Terms of the Offering:
|
The Selling Stockholders will determine when and how they will sell the Common Stock offered in this prospectus.
|
Termination of the Offering:
|
The offering will conclude upon the earliest of (i) such time as all of the Common Stock has been sold pursuant to the registration statement, (ii) two years or (iii) such time as all of the Common Stock become eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or any other rule of similar effect.
|
Use of Proceeds:
|
We are not selling any shares of Common Stock in this offering and, as a result, will not receive any proceeds from this offering.
|
Risk Factors:
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8.
|
·
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
·
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
·
|
provide proxy statement disclosure and submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”, “say-on-frequency” and “golden parachute compensation arrangements ;”
|
·
|
present more than two years of audited financial statements, selected financial data or management’s discussion and analysis (MD&A) in a registration statement for an initial public offering (rather than the usual three years of financial statements and MD&A and five years of selected financial data);
|
·
|
present selected financial data and MD&A in Exchange Act periodic reports for any period prior to the earliest audited period presented in connection with the issuer’s first registration statement that became effective under the Securities Act or Exchange Act; and
|
·
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
(i)
|
Control of the market for the security by one or a few broker-dealers that is often related to the promoter or issuer;
|
(ii)
|
Manipulation of prices through prearranged matching of purchases, sales, and false or misleading press releases;
|
(iii)
|
Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced broker-dealers;
|
(iv)
|
Excessive or undisclosed bid-ask differentials and mark-ups by selling broker-dealers;
|
(v)
|
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices with a consequential investor loss.
|
|
|
●
|
KCM HOLDINGS CORP. – “ offered to provide corporate restructuring counseling to UUI and assist UUI in the sale and transfer of assets, assist in formation of capital structure, provide UUI with a legal and accounting team, as well as a market maker, getting the company stock traded on OTCBB and raising additional $500K to $1M once public.”
|
●
|
MOONTAE HOLDINGS LLC - “offered to provide strategic consulting, planning and development services in preparation of plans and supporting documents for areas of marketing, branding, design and business development.”
|
●
|
UNDERDOG INVESTMENTS LLC – “offered to review the Company's business plan and corporate strategy, meet with company management and review long term and short term objectives, assist with market and investor relations.”
|
●
|
CONNOR & KIRK CAPITAL, LLC - "offered to raise capital to finance the launch and operations of the Company."
|
●
|
KCM STRATEGIC MEDIA GROUP INC. - "offered to provide media design and internet technology consulting including social media tools and other applicable emerging technology support."
|
·
|
A block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
Purchase by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;
|
·
|
Ordinary brokerage transactions and transactions in which the broker solicits purchasers
|
|
·
|
Face to face transactions between sellers and purchasers without a broker/dealer.
|
Common Shares
Owned by the
Selling Security
Holder
|
Number
of Shares
to be sold
in this
Offering
|
Number of Shares Owned after Offered
|
Percentage of Total
Issued and Outstanding
Held Before/After
the Offering
|
|||||||||||||
John
|
Allen
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Joseph
|
Allooh
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Robert
|
Almogabar
|
16,667
|
16,667
|
0
|
0.00022/0
|
|||||||||||
Robert L. and Theresa
|
Almogabar
|
106,700
|
106,700
|
0
|
0.00138/0
|
|||||||||||
Stephen
|
Andre
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Curtis
|
Andrews
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Valerie and Eric
|
Barnes & Marbie
|
13,333
|
13,333
|
0
|
0.00017/0
|
|||||||||||
Neil
|
Barney
|
30,000
|
30,000
|
0
|
0.00039/0
|
|||||||||||
Larry
|
Baynton
|
17,333
|
17,333
|
0
|
0.00022/0
|
|||||||||||
James
|
Bogucki
|
24,000
|
24,000
|
0
|
0.00031/0
|
|||||||||||
Barbara
|
Breggs
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Kristin
|
Broussard
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Norvell
|
Brown
|
125,000
|
125,000
|
0
|
0.00161/0
|
|||||||||||
Sigrunn
|
Brown
|
125,000
|
125,000
|
0
|
0.00161/0
|
|||||||||||
Ronda
|
Brown-Varner
|
13,337
|
13,337
|
0
|
0.00017/0
|
|||||||||||
Lester
|
Bryant
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Toni
|
Bryant
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Dee
|
Burtraw
|
13,333
|
13,333
|
0
|
0.00017/0
|
|||||||||||
Christine
|
Butcher
(1)
|
426,667
|
426,667
|
0
|
0.00551/0
|
|||||||||||
JD
|
Butcher
|
106,667
|
106,667
|
0
|
0.00138/0
|
|||||||||||
BeJay
|
Chambers
|
3,334
|
3,334
|
0
|
0.00004/0
|
|||||||||||
John
|
Cochran
|
20,000
|
20,000
|
0
|
0.00026/0
|
|||||||||||
Tonya
|
Copeland
(2)
|
125,000
|
125,000
|
0
|
0.00161/0
|
|||||||||||
Melva
|
Corbett
|
13,333
|
13,333
|
0
|
0.00017/0
|
|||||||||||
Cary
|
Dainton
|
83,333
|
83,333
|
0
|
0.00108/0
|
|||||||||||
Barbara
|
DeLuca-Weaver
|
20,000
|
20,000
|
0
|
0.00026/0
|
|||||||||||
Karen
|
Diaz
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Ruth
|
Dryzer
|
1,550,000
|
1,550,000
|
0
|
0.01990/0
|
|||||||||||
Law Offices of Steve Dryzer
A Professional Corporation
|
50,000
|
50,000
|
0 |
0.00066/0
|
Law Offices of Steve Dryzer
A Professional Corporation
|
(3)
|
100,000
|
100,000
|
0 |
0.00129/0
|
|||||||||||
Kevin & LaSherrie
|
Edwards
|
3,334
|
3,334
|
0
|
0.00004/0
|
|||||||||||
Roger
|
Elsheimer
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Bernard
|
Eskins
|
70,000
|
70,000
|
0
|
0.00090/0
|
|||||||||||
Cynthia
|
Flores
|
30,000
|
30,000
|
0
|
0.00039/0
|
|||||||||||
James
|
Fountain
|
5,000
|
5,000
|
0
|
0.00006/0
|
|||||||||||
Mark
|
Fritz
|
200,000
|
200,000
|
0
|
0.00258/0
|
|||||||||||
Brent
|
Fruzia
|
50,000
|
50,000
|
0
|
0.00065/0
|
|||||||||||
Oscar
|
Galloway
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Jason &
Wanetta
|
Gill & Harvey
|
133,334
|
133,334
|
0
|
0.00172/0
|
|||||||||||
Darlene
|
Gill-Jackson
|
13,334
|
13,334
|
0
|
0.00017/0
|
|||||||||||
Seth
|
Goldberg
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Linda
|
Gross
|
13,334
|
13,334
|
0
|
0.00017/0
|
|||||||||||
Michael
|
Halford
|
66,667
|
66,667
|
0
|
0.00086/0
|
|||||||||||
Robert
|
Hardy
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Ralph
|
Harju
|
12,000
|
12,000
|
0
|
0.00015/0
|
|||||||||||
Lyn
|
Hawthorne
|
40,000
|
40,000
|
0
|
0.00052/0
|
|||||||||||
Arthemus
|
Henry
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Jill P and David E
|
Hildreth
|
66,667
|
66,667
|
0
|
0.00086/0
|
|||||||||||
Misty
|
Hinkle
|
73,333
|
73,333
|
0
|
0.00095/0
|
|||||||||||
Anthony
|
Holder
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Daniel
|
Jacobson
|
236,667
|
236,667
|
0
|
0.00306/0
|
|||||||||||
Judy E. and H. LeRoy
|
Johannes
|
20,000
|
20,000
|
0
|
0.00026/0
|
|||||||||||
Carl
|
Johnson
|
6,668
|
6,668
|
0
|
0.00009/0
|
|||||||||||
Brent
|
Jones
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Gary
|
Jones
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Stacie
|
Jones
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Lawrence
|
Kasian
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Ronald
|
Kasian
|
166,667
|
166,667
|
0
|
0.00215/0
|
|||||||||||
Rachele
|
Kessler
|
140,667
|
140,667
|
0
|
0.00182/0
|
|||||||||||
David
|
Kiselak
|
100,000
|
100,000
|
0
|
0.00129/0
|
Elizabeth
|
Kiselak
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Joan
|
Kiselak
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Thomas
|
Kiselak
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Edward
|
Kosowicz
|
13,333
|
13,333
|
0
|
0.00017/0
|
|||||||||||
Rhonda
|
Lauricella
|
5,000
|
5,000
|
0
|
0.00006/0
|
|||||||||||
William/Dorian
|
Lauto
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Richard Keith
|
Lee
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Clayton and Dayna
|
Lemmons
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Michael
|
Locksley
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Israel
|
Lopez
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Alexander and Kristine
|
Louviere
|
24,667
|
24,667
|
0
|
0.00032/0
|
|||||||||||
Stephen
|
Lowe
|
66,667
|
66,667
|
0
|
0.00086/0
|
|||||||||||
Eric
|
Marbrie
|
46,667
|
46,667
|
0
|
0.00060/0
|
|||||||||||
David
|
Marroquin
|
13,400
|
13,400
|
0
|
0.00017/0
|
|||||||||||
Barbara
|
Maust
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Paul
|
Maust
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
David and Debora
|
McDonald
|
30,000
|
30,000
|
0
|
0.00039/0
|
|||||||||||
Jeff & Judy
|
McElroy
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Marcia
|
McGown
(4)
|
200,000
|
200,000
|
0
|
0.00258/0
|
|||||||||||
Shafford
|
McKinney
|
400,000
|
400,000
|
0
|
0.00516/0
|
|||||||||||
Taniqua
|
Medina
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Harry
|
Mosby
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Laela
|
Naghela-El
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Armando
|
Nava
|
113,333
|
113,333
|
0
|
0.00146/0
|
|||||||||||
Adela
|
Nino-Cochrun
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Christina
|
Padilla
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Robert
|
Parson
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Anthony
|
Pitts
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Angela
|
Pope
|
53,333
|
53,333
|
0
|
0.00069/0
|
|||||||||||
Frances
|
Potter
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Frances
|
Potter
(5)
|
75,075
|
75,075
|
0
|
0.00097/0
|
|||||||||||
Fred
|
Potter
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Fred
|
Potter
(6)
|
275,075
|
275,075
|
0
|
0.00355/0
|
|||||||||||
Charles
|
Prince
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Laquetta
|
Prince
|
100,000
|
100,000
|
0
|
0.00129/0
|
David
|
Raper
(7)
|
200,000
|
200,000
|
0
|
0.00258/0
|
|||||||||||
Rudolph J.
|
Renda
(8)
|
2,000,000
|
2,000,000
|
0
|
0.02582/0
|
|||||||||||
Thomas
|
Reyes
|
60,000
|
60,000
|
0
|
0.00077/0
|
|||||||||||
Percival
|
Richardson
|
5,000
|
5,000
|
0
|
0.00006/0
|
|||||||||||
Ronald K and Argie M
|
Rivers
|
6,668
|
6,668
|
0
|
0.00009/0
|
|||||||||||
Michael
|
Rodriguez
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Frank
|
Rosenstern
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Sandra
|
Roy
|
50,000
|
50,000
|
0
|
0.00065/0
|
|||||||||||
Philip
|
Scott
|
3,333
|
3,333
|
0
|
0.00004/0
|
|||||||||||
Oswest
|
Senior-Smith
|
114,383
|
114,383
|
0
|
0.00148/0
|
|||||||||||
Julia
|
Smart
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Arri
|
Smith
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Harriet A and Othni M
|
Smith
|
66,667
|
66,667
|
0
|
0.00086/0
|
|||||||||||
Jamila
|
Smith
|
12,068
|
12,068
|
0
|
0.00016/0
|
|||||||||||
Jasmine
|
Smith
|
23,333
|
23,333
|
0
|
0.00030/0
|
|||||||||||
Jonathan
|
Smith
|
18,000
|
18,000
|
0
|
0.00023/0
|
|||||||||||
William
|
Smith
|
20,000
|
20,000
|
0
|
0.00026/0
|
|||||||||||
Edward
|
Snelling
|
13,333
|
13,333
|
0
|
0.00017/0
|
|||||||||||
Joseph
|
Sommorigo
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Marie
|
Sommorigo
|
50,000
|
50,000
|
0
|
0.00065/0
|
|||||||||||
Donna
|
Spencer
|
131,400
|
131,400
|
0
|
0.00170/0
|
|||||||||||
Raymond
|
Spicka
|
35,000
|
35,000
|
0
|
0.00045/0
|
|||||||||||
John
|
Swope
|
15,000
|
15,000
|
0
|
0.00019/0
|
|||||||||||
Tyronne
|
Tillis
|
6,667
|
6,667
|
0
|
0.00009/0
|
|||||||||||
Kathryn
|
Travers
|
170,000
|
170,000
|
0
|
0.00219/0
|
|||||||||||
William
|
Travers
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Benton and Theresa
|
Wade
|
3,334
|
3,334
|
0
|
0.00004/0
|
|||||||||||
Latoya
|
Wall
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Cathy
|
Wallace
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Robert and Michelle
|
Wallace
(9)
|
300,000
|
300,000
|
0
|
0.00387/0
|
|||||||||||
David
|
Ward
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Hammie
|
Ward
|
12,500
|
12,500
|
0
|
0.00016/0
|
|||||||||||
Adam
|
Warmuth
|
10,000
|
10,000
|
0
|
0.00013/0
|
|||||||||||
Christopher and Gwendolyn
|
Warner
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Martin
|
Washington
|
100,000
|
100,000
|
0
|
0.00129/0
|
|||||||||||
Alfreda
|
Whitley
|
200,000
|
200,000
|
0
|
0.00258/0
|
|||||||||||
Sterling
|
Whitley
|
243,333
|
243,333
|
0
|
0.00314/0
|
|||||||||||
Herschel
|
Wynn
|
80,000
|
80,000
|
0
|
0.00103/0
|
|||||||||||
Jose
|
Zavala
|
33,333
|
33,333
|
0
|
0.00043/0
|
|||||||||||
Totals
|
12,460,612
|
12,460,612
|
0
|
(1)
|
Christine Butcher, as Chief Marketing Manager, directs the company’s overall marketing strategic planning programs, and corporate communications. Ms. Butcher facilitates client development through marketing and client services programs. The criteria Management used to determine the actual amount of common shares to award Christine Butcher was based on her extensive experience in the business, selling life insurance, managing direct mail lead programs, as well as her past and current expertise in the insurance marketing profession. Agreed to services for 426,667 common shares of which the aggregate value is equal to $64,000.00.
|
(2)
|
Tonya Copeland
, as Operations Manager, is responsible for, but not limited to, managing all administrative duties and responsibilities for the office operations. Ms. Copeland oversees the processes, transactions, licensing, training, lead management, and carrier coordinator for commissions, licensing, contracting, new business, debt management, human resources and agent management. Tonya is also responsible for assisting, reviewing, and completing the necessary documents for all SEC compliance documents, including but not limited to, the S-1, the PCAOB audit, the 15c211 to FINRA, DTC and Transfer Agent application and all supporting documentation.
Management believes it is appropriate, based on her salary, to provide her with the number of common shares previously agreed upon. Agreed to services for 1
25,000 common shares of which the aggregate value is equal to$18,750.
|
(3)
|
Law Offices of Steve Dryzer, A Professional Corporation,
as General Counsel for the Company, provides legal services to the Company including the preparation, analysis and review of all legal documentation, employment agreements, corporate and business agreements, shareholder agreements, agency agreements, leases and facilities agreements, web site development agreements, as well as all SEC documents, including but not limited to, the S-1, the PCAOB audit, 15c211 to FINRA, DTC and Transfer Agent applications and all supporting documentation. Mr. Dryzer also provides advice regarding all litigation and non-litigation matters involving the Company, including both internal and external issues, employee relations and SEC matters. The criteria Management used to determine the actual amount of common shares to Steve Dryzer was based on his experience as a corporate lawyer with specialized experience in SEC compliance and securities law. Management believes it is appropriate based on his salary to provide him with the common shares that have been agreed upon. Agreed to services for
100,000 common shares of which the aggregate value is equal to $15,000.
|
(4)
|
Marcia McGown, as Lead Manager, is responsible for all aspects of our lead system including ordering and organizing data to prepare it to be sent to our mail house for generating our lead letters to be mailed out to potential clients and once the letters are returned being responsible for entering and distributing the leads to our agents. Also responsible for lead management and evaluating and assessing the best sources and place of the leads and determine where we get the most productivity from our agents in regards to the leads.
The criteria Management used to determine the actual amount of common shares to Marcia McGown was based on her experience with managing a lead generation department. Marcia has experience in managing a lead program and management believes it is appropriate based on her salary to provide her with the common shares that they agreed on. Agreed to services for 200,000 common shares of which the aggregate value is equal to $30,000.
|
(5)(6)
|
Fred and Frances Potter, original incorporators and initial directors, assisted with the initial set up of the corporation. Fred was the initial registered agent for UUI and completed the initial Texas incorporation documents required to form a Texas corporation
(Original Certificate of Formation and Articles of Incorporation)
. The criteria management used to determine the actual amount of common shares to Fred and Frances Potter was based on the extensive experience Fred and Frances Potter have had in the insurance business. Management took into account Fred’s experience with developing financing strategies and policies, and Frances’s experience with recruiting and working with agents.
M
anagement felt that it was appropriate to provide Mr. and Mrs. Potter with the common stock.
Furthermore, Fred Potter has taken on additional responsibilities since our initial incorporation and formation consisting of assessing our organizational performance against both our annual budgets and long term financial strategies. Mr. Potter has provided critical financial and operational information to both our CEO and COO. Mr. Potter has informed the Board of Directors about information associated with finance, audits, investments, trends and changes in the operating models. He has also assisted the Board of Directors with long term budgetary planning, cost management and strategic planning associated with possible future acquisitions. Mr. Potter has also assisted in selecting and engaging outside legal and accounting consultants.
Agreed to services for 3
50,150 common shares of which the aggregate value is equal to$52,522.50.
|
(7)
|
David Raper provided consulting services to the Company on the state of the insurance industry and the availability, development and acceptability of products in the US and abroad. The criteria Management used to determine the actual amount of common shares to David Raper was based on his involvement with management at the inception of the Company. David researched different carriers that UUI should contract with once UUI launched its operations and provided management with the information that we needed in regards to contracting with carriers prior to the inception of UUI. Management believes it is appropriate for David to receive the common shares agreed on based on his involvement with the Company from inception. Agreed to services for 200,000 common shares of which the aggregate value is equal to $30,000.
|
(8)
|
Rudolph J. Renda is an independent board member for Unique Underwriters, Inc. and serves on the Audit Committee, Compensation Committee, as well as the Nominating and Corporate Governance Committee. Mr. Renda is the founder and CEO of Oscar Renda Contracting, listed as one of the top 100 national utility water construction contractors engaged in the construction of environmental infrastructure, water and wastewater treatment plants, cross-country pipelines, tunneling and river crossings. Mr. Renda is also fifty percent owner of Renda Environmental, which engages in the recycling of bio-organics. Mr. Renda also owns a minority Interest in a medical research and diagnostics firm, True- Bios LLC, and a minority interest in an advertising agency, The Integrated Advertising Agency. Prior to the founding of Oscar Renda Construction, Mr. Renda was the majority owner of Landmark Banks Mid-cities, with three branches in Euless Texas, Colleyville, Texas, and Fort Worth, Texas, which were sold to Southtrust Bank. After graduating from college in 1974 with a major in accounting, Mr. Renda became a staff auditor with PricewaterhouseCoopers for two years. Agreed to services for 2,000,000 common shares
of which the aggregate value is equal to
$300,000.
|
|
|
(9)
|
Robert Wallace, as Chief Sales Manager, is responsible for the development of business strategies, policies, and marketing programs for mortgage and final expense insurance divisions. Michelle Wallace, as Chief Training Manager, is responsible for the development of training strategies, policies, and marketing programs for our mortgage and final expense insurance divisions. The criteria management used to determine the actual amount of common shares to Robert and Michelle Wallace was based on the extensive experience Robert and Michelle have had in the Insurance Marketing Profession. Management took into account their experience with developing business strategies, policies, and marketing programs, as well as successful careers selling life insurance, recruiting agents and building agencies in the past. Agreed to services for 300,000 common shares of which the aggregate value is equal to $45,000.
|
|
|
Table of Oral Agreements
|
||||||||||||
Number
|
Period of Performance
|
Issuance
|
Price
|
|||||||||
of Shares |
From
|
to
|
Date
|
Per Share
|
||||||||
Christine Butcher
|
26, 667 shares
|
7/28/2009
|
2/8/2011
|
2/8/2011
|
$ | 0.150 | ||||||
Christine Butcher
|
400,000 shares
|
7/28/2009
|
11/19/2010
|
11/19/2010
|
$ | 0.150 | ||||||
Robert & Michelle Wallace
|
300,000 shares
|
7/28/2009
|
11/19/2010
|
11/19/2010
|
$ | 0.150 | ||||||
Marcia McGown
|
200,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
David Raper
|
200,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
Tonya Copeland
|
25,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
Tonya Copeland
|
100,000 shares
|
3/01/2011
|
10/1/2011
|
10/1/2011
|
$ | 0.150 | ||||||
Law Offices of Steve Dryzer,
A Professional Corporation
|
100,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
Samuel Wolfe
|
32,500,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
Ralph Simpson
|
32,500,000 shares
|
7/28/2009
|
3/1/2011
|
3/1/2011
|
$ | 0.150 | ||||||
Fred & Frances Potter
|
100 shares
|
7/28/2009
|
8/6/2009
|
8/6/2009
|
$ | 0.150 | ||||||
Fred & Frances Potter
|
50 shares
|
7/28/2009
|
4/15/2010
|
4/15/2010
|
$ | 0.150 | ||||||
Fred & Frances Potter
|
150,000 shares
|
7/28/2009
|
4/18/2011
|
4/18/2011
|
$ | 0.150 | ||||||
Fred Potter
|
200,000 shares
|
7/28/2009
|
6/05/2012
|
6/05/2012
|
$ | 0.150 | ||||||
Rudolph J Renda
|
500,000 shares
|
11/01/2011
|
12/31/2011
|
11/01/2011
|
$ | 0.150 | ||||||
Rudolph J Renda
|
1,500,000 shares
|
7/28/2009
|
6/05/2012
|
6/05/2012
|
$ | 0.150 |
•
|
At a price of $0.15 per share for the duration of the offering or until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices;
|
•
|
In transactions on the Pink Sheets, the OTCBB or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;
|
•
|
In private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
•
|
In a combination of such methods of sale; or
|
•
|
Any other method permitted by law.
|
•
|
The market price of our common stock prevailing at the time of sale;
|
•
|
A price related to such prevailing market price of our common stock; or
|
•
|
Such other price as the selling shareholders determine from time to time.
|
•
|
Engage in any stabilization activity in connection with any of the shares;
|
•
|
Bid for or purchase any of the shares or any rights to acquire the shares;
|
•
|
Attempt to induce any person to purchase any of the shares or rights to acquire the shares other than as permitted under the Securities Exchange Act; or
|
•
|
Effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, describing the terms of the sale or distribution
|
•
|
Have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;
|
•
|
Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or discontinuation of the Company’s affairs;
|
•
|
Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
|
•
|
Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
|
•
|
Have equal ratable rights to dividends from funds legal available and when declared by our Board of Directors;
|
•
|
Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
•
|
Do not have preemptive, subscription or conversation rights and there are no redemption or sinking fund provisions or rights;
|
•
|
Are entitled to 10 non-cumulative votes per share on all matters on which stockholders may vote;
|
•
|
And have the right to convert each share of Series A preferred stock to 10 shares of common stock.
|
•
|
Have equal ratable rights to dividends from funds legal available, if and when declared by our Board of Directors;
|
•
|
Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
•
|
Do not have preemptive, subscription or conversation rights and there are no redemption or sinking fund provisions or rights;
|
•
|
Are entitled to one (1) non-cumulative votes per share on all matters on which stockholders may vote;
|
•
|
And have the right to convert each share of Series B preferred stock to (one) 1 share of common stock.
|
•
|
Agent selection and retention.
|
•
|
High quality lead generation and distribution program which provides agents with Mortgage Protection and Final Expense leads.
|
•
|
Instruction and training to the independent agents on how to sell life insurance utilizing the direct mail leads provided to the agents by UUI.
|
•
|
Administrative support for the independent agents consisting of processing new agent contracts, new client applications, lead generation, lead distribution, and technical support.
|
•
|
Marketing support for the independent agents consisting of agency building support, agent mentorship, recruiting, and advertising.
|
•
|
Term Insurance - A life insurance policy which provides a stated benefit upon the holder’s death, provided that the death occurs within a certain specified time period. However, the policy does not provide any returns beyond the stated benefit, unlike an insurance policy which allows investors to share in returns from the insurance company’s investment portfolio
|
•
|
Whole Life Insurance
- Insurance on the life of the insured for a fixed amount at a definite premium that is paid each year in the same amount during the entire lifetime of the insured.
|
•
|
Universal Life Insurance (UL)
- Universal Life is a type of permanent life insurance based on a cash value. That is, the policy is established with the insurer where premium payments above the cost of insurance are credited to the cash value.
|
•
|
Final Expense Insurance
- Is an insurance policy used to pay for funeral services and a burial when the named insured dies.
|
•
|
Annuities - A fixed sum of money paid to someone each year, typically for the rest of their life or a form of insurance or investment entitling the investor to a series of annual sums.
|
LEVELS
|
AGENT COMMISSION
|
UUI
REVENUE
|
ANNUALIZED PREMIUM
|
CONSECUTIVE
PERIODS
|
PRODUCTION
SOURCE
|
||||||||||
GENERAL MANAGER
|
95 | % | 5 | % | $ | 200,000 |
3 Months
|
Personal and subagents
|
|||||||
REGIONAL MANAGER
|
90 | % | 10 | % | $ | 100,000 |
3 Months
|
Personal and subagents
|
|||||||
AGENCY MANAGER
|
85 | % | 15 | % | $ | 75,000 |
3 Months
|
Personal and subagents
|
|||||||
TEAM LEADER
|
80 | % | 20 | % | $ | 50,000 |
2 Months
|
Personal and subagents
|
|||||||
PLATINUM AGENT
|
75 | % | 25 | % | $ | 25,000 |
2 Months
|
Personal and subagents
|
|||||||
GOLD AGENT
|
70 | % | 30 | % | $ | 15,000 |
2 Months
|
Personal and subagents
|
|||||||
SILVER AGENT
|
65 | % | 35 | % | $ | 10,000 |
2 Months
|
Personal and subagents
|
|||||||
BRONZE AGENT
|
60 | % | 40 | % | $ | 7,500 |
2 Months
|
Personal and subagents
|
|||||||
ENTRY LEVEL AGENT
|
55 | % | 45 | % |
Personal
|
•
|
“Gold B” leads have been rented one time previously as an “A” lead. The cost of a “Gold B” lead is $7.00.
|
•
|
“Silver B” leads have been rented as an “A” lead and again as a “Gold B” lead. It is rented to an agent for 30 days at a cost of $5.00 per lead.
|
•
|
“Bronze B” leads has been rented once as an A lead, once as a “Gold B” lead, and once as a “Silver B” lead and is rented to an agent at a cost of $3.00.
|
·
|
Contracting with Company insurance carriers
|
·
|
Participation in the National Conference Call (defined below)
|
·
|
Invitation to all Company events and conferences (described below)
|
·
|
Allowed to rent “B” Leads
|
·
|
Mentorship and training from immediate manager only
|
·
|
All benefits of the Basic membership
|
·
|
Allowed to rent all Leads
|
·
|
Access to a telephone sales support helpline offering personalized support for agents to assist with clients.
|
·
|
Access to an assigned sales support manager to answer sales questions and administrative needs.
|
·
|
For a $500.00 deposit, an Executive member can request that the Company directly mail letters to new home owners and/or senior citizens to generate new direct mail response leads.
|
·
|
Access to a customized website template to help with recruiting new agents into their agent network.
|
·
|
Access to additional training materials, scripts, and training videos.
|
·
|
All benefits of the Executive membership
|
·
|
An Entrepreneur member can request that the Company directly mail letters to new home owners and/or senior citizens to generate new direct mail response leads and the Entrepreneur member is not required to deposit $500.00.
|
·
|
All benefits of the Entrepreneur membership
|
·
|
Invitation to all Company events and conferences at 10% off cost where applicable.
|
·
|
50% discount on Final Expense “B” Leads.
|
·
|
The Partner member receives a $10.00/month commission for each agent recruited by the Partner member who signs up for the Partner membership.
|
·
|
The Partner member receives 5 free leads for every 5 new business applications submitted to the Company each month.
|
·
|
All benefits of the Partner membership
|
·
|
“A” Leads discounted to $19/lead with an exclusive 10-day rental.
|
·
|
The Founder member receives a $12.00/month commission for each agent recruited by the Founder member who signs up for the Founder membership
.
|
•
|
Emphasize service and ongoing support, which greatly enhances client and agent retention.
|
•
|
Build strong partnerships. UUI concentrates on building long-term relationships with our clients and agents, emphasizing the value of UUI’s customer–oriented objectives to ensure a long-term relationship with both the client and the agent.
|
•
|
Focus on target markets. We must continue to focus on selected insurance market segments that UUI identifies as prime candidates, for which we have significant experience and knowledge.
|
BALANCE SHEETS | 43 | |||
STATEMENTS OF OPERATIONS | 44 | |||
STATEMENTS OF CASH FLOWS | 45 | |||
NOTES TO THE AUDITED FINANCIAL STATEMENTS | 46 |
UNIQUE UNDERWRITERS, INC.
|
||||||||
BALANCE SHEETS
|
||||||||
AS OF SEPTEMBER 30, 2012 AND JUNE 30, 2012
|
UNIQUE UNDERWRITERS, INC.
|
||||
STATEMENTS OF OPERATIONS (UNAUDITED)
|
||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
|
For the three months ended
|
||||||||
September 30,
2012
|
September30,
2011
|
|||||||
REVENUES
:
|
||||||||
Insurance sales commissions
|
$ | 447,102 | $ | 384,187 | ||||
Lead sales commissions
|
223,276 | 160,135 | ||||||
Total commission
|
670,377 | 544,322 | ||||||
Cost of sales
|
(304,700 | ) | (316,346 | ) | ||||
Gross profit
|
365,677 | 227,976 | ||||||
EXPENSES:
|
||||||||
Consulting fees
|
31,727 | 37,185 | ||||||
Contract labor
|
61,486 | 73,165 | ||||||
Payroll and related taxes
|
160,129 | 89,379 | ||||||
Computer/internet expenses
|
4,755 | 4,447 | ||||||
Credit card processing fee
|
6,026 | 5,399 | ||||||
Professional fees
|
12,210 | 9,620 | ||||||
Insurance expenses
|
19,343 | 18,713 | ||||||
Rent
|
20,174 | 14,574 | ||||||
Other general and administrative expenses
|
38,147 | 48,390 | ||||||
Total expenses
|
353,998 | 300,872 | ||||||
Income (loss) from operations
|
$ | 11,680 | $ | (72,896 | ) | |||
Interest income
|
124 | 13 | ||||||
Loss before income taxes
|
11,804 | (72,883 | ) | |||||
Provision for income taxes
|
(4,131 | ) | — | |||||
NET INCOME(LOSS)
|
$ | 7,673 | $ | (72,883 | ) | |||
Basic and fully diluted net (loss) per common share:
|
* | * | ||||||
Weighted average common shares outstanding
|
77,460,612 | 75,192,642 |
UNIQUE UNDERWRITERS, INC.
|
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
|
For the three months ended
|
||||||||
September 30,
2012
|
September 30,
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income (loss)
|
$
|
7,673
|
$
|
(72,883
|
)
|
|||
Adjustments to reconcile (net loss) to net cash
|
||||||||
(used in) operations:
|
||||||||
Increase (decrease) in operating liabilities
|
||||||||
Accounts payable
|
(32,421
|
)
|
63,691
|
|||||
Checks in excess of bank balance
|
742
|
|||||||
Customer deposit
|
—
|
(8,665
|
)
|
|||||
Accrued payroll taxes
|
4,850
|
—
|
||||||
NET CASH (USED IN) OPERATING ACTIVITIES
|
(19,156
|
)
|
(17,857
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Stock redemption and cancellation
|
—
|
(8,001
|
)
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
—
|
(8,001
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(19,156
|
)
|
(25,858
|
)
|
||||
CASH AND CASH EQUIVALENTS,
|
||||||||
BEGINNING OF THE YEAR
|
19,156
|
41,269
|
||||||
END OF THE PERIOD
|
$
|
—
|
$
|
15,410
|
(i)
|
persuasive evidence of an arrangement exists,
|
(ii)
|
the services have been rendered and all required milestones achieved,
|
(iii)
|
the sales price is fixed or determinable, and
|
(iv)
|
collectability is reasonably assured.
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
2012
|
2011
|
|||||||
Total deferred tax asset
|
$
|
348,000
|
$
|
278,000
|
||||
Valuation allowance
|
(348,000
|
)
|
(278,000
|
)
|
||||
Net deferred tax asset
|
$
|
—
|
$
|
—
|
2012
|
2011
|
|||||||
Income tax computed at the federal statutory rate
|
35
|
%
|
35
|
%
|
||||
Valuation allowance
|
(35
|
%)
|
(35
|
%)
|
||||
Total deferred tax asset
|
0
|
%
|
0
|
%
|
2012
|
$ | 74,040 | ||
2013
|
74,040 | |||
2014
|
63,380 | |||
2015
|
10,080 | |||
2016
|
9,240 | |||
$ | 230,780 |
1.
|
We have revised the language describing Mr. Wolfe’s employment agreement to remove the references to “Employer” and “Employee” and instead refer to “the Company” and “Mr. Wolfe” to remove any confusion. In addition, we have revised the description of the termination provision of Mr. Wolfe’s Employment Agreement to reflect a change made by the First Amendment, which is now included as part of Exhibit 10.5, to remove the implication that Mr. Wolfe may only voluntarily terminate his employment with Mr. Simpson’s consent.
|
2.
|
Employer hereby employs Employee, and Employee hereby accepts employment with Employer, for a period commencing on August 8, 2011 (the “commencement date”), and continuing until terminated as provided in this Agreement. This agreement has no fixed term and will terminate pursuant to the terms listed below.
|
a.
|
Employee
’
s death;
|
|
b.
|
Employee
’
s permanent disability as determined by the Employer;
|
c.
|
Employee is convicted by a court of competent jurisdiction of fraud, misappropriation, embezzlement, dishonesty, or other similar act; or
|
2012
|
2011
|
|||||||
Income Taxes
|
$
|
-0-
|
$
|
-0-
|
||||
Interest
|
$
|
-0-
|
$
|
-0-
|
UNIQUE UNDERWRITERS, INC.
|
BALANCE SHEETS
|
AS OF JUNE 30, 2012 AND 2011
|
UNIQUE UNDERWRITERS, INC.
|
STATEMENTS OF OPERATIONS
|
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011
|
For the year ended
|
||||||||
June 30, 2012
|
June 30, 2011
|
|||||||
(Restated)
|
||||||||
REVENUES: | ||||||||
Insurance sales commissions | $ | 1,741,975 | $ | 1,225,497 | ||||
Lead sales commissions
|
750,690 | 700,463 | ||||||
Total commission
|
2,492,664 | 1,925,960 | ||||||
Cost of sales
|
(1,183,810 | ) | (1,046,887 | ) | ||||
Gross profit
|
1,308,854 | 879,073 | ||||||
EXPENSES:
|
||||||||
Consulting fees
|
144,698 | 102,457 | ||||||
Contract labor
|
324,622 | 836,187 | ||||||
Payroll and related taxes
|
551,449 | 200,692 | ||||||
Computer/internet expenses
|
23,606 | 46,425 | ||||||
Credit card processing fee
|
18,114 | 35,302 | ||||||
Stock issued for services rendered
|
345,000 | 9,961,251 | ||||||
Professional fees
|
48,523 | 23,250 | ||||||
Insurance expenses
|
62,458 | 37,070 | ||||||
Rent
|
67,357 | 80,737 | ||||||
Other general and administrative expenses
|
347,767 | 108,671 | ||||||
Total expenses
|
1,933,593 | 11,432,042 | ||||||
Income (loss) from operations
|
$ | (624,739 | ) | $ | (10,552,969 | ) | ||
Interest income
|
15 | 198 | ||||||
Loss before income taxes
|
(624,724 | ) | (10,552,771 | ) | ||||
Provision for income taxes
|
— | — | ||||||
NET (LOSS)
|
$ | (624,724 | ) | $ | (10,552,771 | ) | ||
Basic and fully diluted net (loss) per common share:
|
$ | (0.01 | ) | $ | (0.56 | ) | ||
Weighted average common shares outstanding
|
75,681,505 | 18,795,185 |
UNIQUE UNDERWRITERS, INC.
|
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
|
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011
|
Common Stock
|
Common
Stock
|
Additional
|
(Restated)
|
(Restated)Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
(Par value $0.001)
|
Subscription
Receivable
|
Paid-in
Capital
|
Retained
(Deficit)
|
Equity
(Deficit)
|
|||||||||||||||||||
Balances, June 30, 2010
|
1,000 | $ | — | $ | (28,500 | ) | $ | 100,000 | $ | (131,616 | ) | $ | (60,116 | ) | ||||||||||
Stock issued for services rendered
|
66,400,817 | 66,401 | — | 9,894,850 | — | 9,961,251 | ||||||||||||||||||
Stock issued for cash
|
8,985,465 | 8,985 | 28,500 | 588,836 | — | 626,322 | ||||||||||||||||||
Net loss for the year ended June 30, 2011
|
— | — | — | — | (10,552,771 | ) | (10,552,771 | ) | ||||||||||||||||
Balances, June 30, 2011
|
75,387,282 | $ | 75,387 | $ | — | $ | 10,583,686 | $ | (10,684,387 | ) | $ | (25,315 | ) | |||||||||||
Stock issued for services rendered
|
2,300,000 | 2,300 | — | 342,700 | — | 345,000 | ||||||||||||||||||
Stock redemption and cancellations
|
(226,670 | ) | (227 | ) | (7,774 | ) | — | (8,001 | ) | |||||||||||||||
Net loss for the year ended June 30, 2012
|
— | — | — | — | (624,724 | ) | (624,724 | ) | ||||||||||||||||
Balances, June 30, 2012
|
77,460,612 | $ | 77,461 | $ | — | $ | 10,918,611 | $ | (11,309,111 | ) | $ | (313,040 | ) |
UNIQUE UNDERWRITERS, INC.
|
STATEMENTS OF CASH FLOWS
|
FOR THE YEARS ENDED JUNE 30, 2012 AND 2011
|
For the year ended June 30,
|
||||||||
2012
|
2011
|
|||||||
(Restated)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net (loss)
|
$ | (624,724 | ) | $ | (10,552,771 | ) | ||
Adjustments to reconcile (net loss) to net cash
(used in) operations:
|
||||||||
Stock issued for services rendered
|
345,000 | 9,961,251 | ||||||
Increase (decrease) in operating liabilities
|
||||||||
Accounts payable
|
26,408 | (8,703 | ) | |||||
Customer deposit
|
(27,497 | ) | (8,003 | ) | ||||
Accrued payroll taxes
|
16,700 | — | ||||||
NET CASH (USED IN) OPERATING ACTIVITIES
|
(264,113 | ) | (608,226 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Issuance of common shares to accredited investors
|
— | 626,322 | ||||||
Incurrence of unsecured demand loan payable
|
250,000 | — | ||||||
Stock redemption and cancellation
|
(8,001 | ) | — | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
242,000 | 626,322 | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(22,113 | ) | 18,096 | |||||
CASH AND CASH EQUIVALENTS,
|
||||||||
BEGINNING OF THE YEAR
|
41,269 | 23,174 | ||||||
END OF THE YEAR
|
$ | 19,156 | $ | 41,269 |
(i)
|
persuasive evidence of an arrangement exists,
|
(ii)
|
the services have been rendered and all required milestones achieved,
|
(iii)
|
the sales price is fixed or determinable, and
|
(iv)
|
collectability is reasonably assured.
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
2012
|
2011
|
|||||||
Total deferred tax asset
|
$ | 351,000 | $ | 253,000 | ||||
Valuation allowance
|
(351,000 | ) | (253,000 | ) | ||||
Net deferred tax asset
|
$ | — | $ | — |
2012
|
2011
|
|||||||
Income tax computed at the federal statutory rate
|
35
|
%
|
35
|
%
|
||||
Valuation allowance
|
(35
|
%)
|
(35
|
%)
|
||||
Total deferred tax asset
|
0
|
%
|
0
|
%
|
2012
|
$
|
74,040
|
||
2013
|
74,040
|
|||
2014
|
63,380
|
|||
2015
|
10,080
|
|||
2016
|
9,240
|
|||
$
|
230,780
|
a.
|
an annual salary of $130,000.00, payable to Employee on a weekly basis; and
|
|
b.
|
an amount equal to 5% of Total Annual Revenue received by Employer, described below, determined on a cash basis during each fiscal year, provided and on the condition that Employee’s employment by Employer is not terminated by Employer pursuant to Article IV hereof. “
Total Annual Revenue
” shall be defined herein the total revenue received by Employer during its fiscal year from all sources, including but not limited to, insurance commissions, leads and sales of membership packages. All payments due under this Section 3.1 shall be paid within thirty (30) days after determination of the Total Annual Revenue by Employer.
|
1.
|
We have revised the language describing Mr. Wolfe’s employment agreement to remove the references to “Employer” and “Employee” and instead refer to “the Company” and “Mr. Wolfe” to remove any confusion. In addition, we have revised the description of the termination provision of Mr. Wolfe’s Employment Agreement to reflect a change made by the First Amendment, which is now included as part of Exhibit 10.5, to remove the implication that Mr. Wolfe may only voluntarily terminate his employment with Mr. Simpson’s consent.
|
2.
|
Employer hereby employs Employee, and Employee hereby accepts employment with Employer, for a period commencing on August 8, 2011 (the “commencement date”), and continuing until terminated as provided in this Agreement. This agreement has no fixed term and will terminate pursuant to the terms listed below.
|
a.
|
Employee’s death;
|
|
b.
|
Employee’s permanent disability as determined by the Employer;
|
c.
|
Employee is convicted by a court of competent jurisdiction of fraud, misappropriation, embezzlement, dishonesty, or other similar act; or
|
2012
|
2011
|
|||||||
Income Taxes
|
$ | -0- | $ | -0- | ||||
Interest
|
$ | -0- | $ | -0- |
As of June 30, 2010 | Original |
Restated
|
||||||
Customer deposit
|
$ | — | $ | 37,000 | ||||
For the year ended June 30, 2010
|
Original
|
Restated
|
||||||
Total revenue
|
$ | 103,668 | $ | 66,668 | ||||
Statement of Retained Deficit
|
2010
(as restated
)
|
|||||||
Balance, June 30
|
$ | (94,616 | ) | |||||
Adjustment
|
$ | (37,000 | ) | |||||
Adjusted balance, June 30
|
$ | (131,616 | ) | |||||
As of June 30, 2011
|
Original
|
Restated
|
||||||
Customer deposit
|
$ | — | $ | 28,997 | ||||
Additional paid in capital
|
$ | 807,686 | $ | 10,583,686 | ||||
Retained deficit
|
$ | (879,390 | ) | $ | (10,684,387 | ) | ||
For the year ended June 30, 2011
|
Original
|
Restated
|
||||||
Revenue
|
$ | 1,917,957 | $ | 1,925,960 | ||||
Consulting fee
|
$ | 163,958 | $ | 102,457 | ||||
Stock issued for service rendered
|
$ | 143,750 | $ | 9,961,251 | ||||
NET LOSS
|
$ | (784,774 | ) | $ | (10,552,771 | ) | ||
Statement of Retained Deficit
|
2011
(as restated)
|
|||||||
Balance, June 30
|
$ | (879,390 | ) | |||||
Adjustment
|
$ | (9,804,997 | ) | |||||
Adjusted balance, June 30
|
$ | (10,684,387 | ) |
· |
The success or failure of the Company’s efforts to successfully market the website and product matrix as scheduled;
|
·
|
The Company’s ability to attract, and build an agent base;
|
· |
The Company’s ability to attract and retain quality employees;
|
·
|
The effect of changing economic conditions;
|
·
|
The ability of the Company to obtain adequate debt financing if only a fraction of this offering is sold; and other risks, which are described under “RISK FACTORS” and which may be described in future communications to shareholders. The Company makes no representation and undertakes no obligation to update the information to reflect actual results or changes in assumptions or other factors that could affect those statements.
|
1)
|
Direct Mail – For the
fiscal year ending June 30, 2012
, we sent out an additional 200,000 pieces of direct mail over what was sent out in 2011
|
2)
|
Lead Generation – For the
fiscal year ending June 30, 2012
, we obtained 28,873 leads, which was 1,932 leads greater than 2011 (7%)
|
3)
|
Lead revenue – For the
fiscal year ending June 30, 2012
, our lead revenue was equal to $750,690, which was $50,227 greater than 2011 (7%)
|
4)
|
Commissions from sales of new policies - For the
fiscal year ending June 30, 2012
, we earned sales commissions of $1,741,975 which was 30% greater than 2011.
|
For the three
months ended
September 30,
2012
|
For the three
months ended
September 30,
2011
|
|||||||
Consulting fee
|
31,727 | 37,185 | ||||||
Contract labor
|
61,486 | 73,165 | ||||||
Payroll and related taxes
|
160,129 | 89,379 | ||||||
Rent
|
20,174 | 14,574 | ||||||
Other general and administrative expenses
|
80,482 | 86,569 |
1)
|
Direct Mail – For the year 2012, we sent out an additional 200,000 pieces of direct mail over what was sent out in 2011
|
2)
|
Lead Generation – For the year 2012, we obtained 28,873 leads, which was 1,932 leads greater than 2011 (7%)
|
3)
|
Lead revenue – For the year 2012, our lead revenue was equal to $750,690, which was $50,227 greater than 2011 (7%)
|
4)
|
Commissions from sales of new policies - For the year 2012, we earned sales commissions of $1,741,975 which was 30% greater than 2011.
|
For the year ended
June 30, 2012
|
For the year ended
June 30, 2011
|
|||||||
Consulting fee
|
144,698 | 102,457 | ||||||
Contract labor
|
324,622 | 836,187 | ||||||
Payroll and related taxes
|
551,449 | 200,692 | ||||||
Rent
|
67,357 | 80,737 | ||||||
Professional fees paid with common stock
|
345,000 | 9,961,251 | ||||||
Other general and administrative expenses
|
347,767 | 108,671 |
(i)
|
persuasive evidence of an arrangement exists,
|
(ii)
|
the services have been rendered and all required milestones achieved,
|
(iii)
|
the sales price is fixed or determinable, and
|
(iv)
|
collectability is reasonably assured.
|
Name
|
Age
|
Title
|
||
Samuel Wolfe
|
31
|
Chief Executive Officer, President, Director
|
||
Ralph Simpson
|
50
|
Chief Financial Officer and Controller, Chairman, Founder, Director,
|
||
Rudolph J. Renda
|
60
|
Director
|
SUMMARY COMPENSATION TABLE* | |||||||||||||||||||||||||||||||||
Name and principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Non-qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
Samuel Wolfe, CEO/
|
2012
|
130,000 | 0 | 0 | 0 | 0 | 0 | 120,795 | (1) | 250,795 | |||||||||||||||||||||||
President
|
2011
|
106,000 | 0 | 4,875,000 | 0 | 0 | 0 | 0 | 4,981,000 | ||||||||||||||||||||||||
2010
|
100,000 | 0 | 0 | 0 | 0 | 0 | 0 | 100,000 | |||||||||||||||||||||||||
Ralph Simpson,
|
2012
|
130,000 | 0 | 0 | 0 | 0 | 0 | 70,532 | (2) | 200,532 | |||||||||||||||||||||||
COO/
|
2011
|
106,000 | 0 | 4,875,000 | 0 | 0 | 0 | 0 | 4,981,000 | ||||||||||||||||||||||||
Chairman
|
2010
|
100,000 | 0 | 0 | 0 | 0 | 0 | 0 | 100,000 |
1.
|
an annual salary of $130,000.00, shall be payable to Employee on a weekly basis;
|
2.
|
an amount equal to 5% of Total Annual Revenue received by Employer, described below, shall be payable to Employee, and determined on a cash basis during each
fiscal
year, provided and on the condition that Employee’s employment by Employer is not terminated by Employer. “Total Annual Revenue” shall be defined herein
as
the total revenue received by Employer during its fiscal year from all sources, including but not limited to, insurance commissions, leads and sales of membership
packages.
All payments due and payable hereunder shall be paid within thirty (30) days after determination of the Total Annual Revenue by Employer.
|
3.
|
The Employment Agreement shall immediately terminate upon the occurrence of any one of the following events:
|
a.
|
Employee’s death;
|
b.
|
Employee’s permanent disability as determined by the Employer;
|
c.
|
Employee is convicted by a court of competent jurisdiction of fraud, misappropriation, embezzlement, dishonesty, or other similar act; or
|
d.
|
if Employee should voluntarily terminate his employment with Employer.
|
Directors/Members
|
Audit
Committee
|
Compensation Committee
|
Nominating and Corporate
Governance
Committee
|
|||||||||
Samuel Wolfe
|
X | X | X | |||||||||
Ralph Simpson
|
X | X | X | |||||||||
Rudolph J. Renda
|
X | X | X |
·
|
Appointing, compensating and overseeing the work of our independent auditors;
|
·
|
Approving engagements of the independent auditors to render any audit or permissible non-audit services;
|
·
|
Reviewing the qualifications and independence of the independent auditors;
|
·
|
Monitoring the rotation of partners of the independent auditors on our engagement team as required by law;
|
·
|
Reviewing our financial statements and reviewing our critical accounting policies and estimates;
|
·
|
Reviewing the adequacy and effectiveness of our internal controls; and
|
·
|
Reviewing and discussing with management and the independent auditors the results of our annual audit, our quarterly financial statements and our publicly filed reports.
|
·
|
Reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees;
|
·
|
Reviewing and approving compensation and the corporate goals and objectives relevant to compensation of our Chief Executive Officer;
|
·
|
Evaluating the performance of our executive officers in light of established goals and objectives ; and
|
·
|
Administering our equity compensation plans for our employees and directors.
|
·
|
Evaluating and making recommendations regarding the organization and governance of the board of directors and its committees;
|
·
|
Assessing the performance of members of the board of directors and making recommendations regarding committee and chair assignments;
|
·
|
Recommending desired qualifications for board of directors membership and conducting searches for potential members of the board of directors; and
|
·
|
Reviewing and making recommendations with regard to our corporate governance guidelines.
|
Name of Beneficial Owner
|
Number of Shares of Common Stock
Beneficially Owned
|
Percent of
Common
Stock
Beneficially
Owned
|
||||||
Samuel Wolfe,
|
32,500,000 | 42.90 | % | |||||
Ralph Simpson,
|
32,500,000 | 42.90 | % |
1 Year Grand Havana (PK) Chart |
1 Month Grand Havana (PK) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions