As Filed With the Securities and Exchange Commission on May 13, 2010
Registration No. 333-______
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KROSSBOW HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada 800 27-0971332
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
831-77th Avenue Corp 95, LLC
Edmonton, Alberta 2620 Regatta Dr. Suite 102
Canada T6P 1S9 Nevada 89128
Tel: 780-860-9261 Tel: (949) 487-2436
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)
With a Copy to:
Karen A., Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel. 619.475.7882
Fax. 619.512.5184
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
From time to time after this Registration Statement is declared effective.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price (2) Fee (2)
--------------------------------------------------------------------------------
Common Stock 2,200,000 $0.01 per share $22,000 $1.57
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(2) In the event of a stock split, stock dividend or similar transaction
involving the common shares of the registrant, in order to prevent
dilution, the number of shares of common stock registered shall be
automatically increased to cover additional shares in accordance with Rule
416(a) under the United States Securities Act of 1933, as amended (the
"Securities Act").
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 SECTION 8(A), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION
PROSPECTUS
KROSSBOW HOLDING CORP.
2,200,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date.
Our common stock is presently not traded on any market or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS"
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders named in this prospectus are offering the 2,200,000
shares of our common stock offered through this prospectus. The 2,200,000 shares
offered by the selling shareholders represent 40.9% of the total outstanding
shares as of the date of this prospectus. We will not receive any proceeds from
this offering. We have set an offering price for these securities of $0.04 per
share of our common stock offered through this prospectus.
Underwriting
Offering Discounts and Proceeds to
Price Commissions Selling Shareholders
----- ----------- --------------------
Per Share $ 0.04 None $ 0.04
Total $88,000 None $88,000
Our common stock is presently not traded on any market or securities exchange.
The sales price to the public is fixed at 0.04 per share until such time as the
shares of our common stock are traded on the NASD Over-The-Counter Bulletin
Board electronic quotation service. Although we intend to apply for trading of
our common stock on the NASD Over-The-Counter Bulletin Board electronic
quotation service, public trading of our common stock may never materialize. If
our common stock becomes traded on the NASD Over-The-Counter Bulletin Board
electronic quotation service, then the sale price to the public will vary
according to prevailing market prices or privately negotiated prices by the
selling shareholders.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS: MAY 13, 2010
Table of Contents
Page
----
Summary 3
Risk Factors 4
Use of Proceeds 9
Determination of Offering Price 9
Dilution 9
Selling Shareholders 9
Plan of Distribution 11
Description of Securities 13
Interest of Named Experts and Counsel 14
Description of Business 14
Legal Proceedings 18
Market for Common Equity and Related Stockholder Matters 18
Plan of Operations 19
Changes in and Disagreements with Accountants 22
Available Information 22
Directors, Executive Officers, Promoters and Control Persons 23
Executive Compensation 24
Security Ownership of Certain Beneficial Owners and Management 25
Certain Relationships and Related Transactions 25
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 25
Financial Statements 26
2
SUMMARY
As used in this prospectus, unless the context otherwise requires, "we", "us",
"our" " Krossbow Holding Corp." or "Krossbow" refers to Krossbow Holding Corp.
All dollar amounts in this prospectus are in U.S. dollars unless otherwise
stated. The following summary is not complete and does not contain all of the
information that may be important to you. Prospective investors are urged to
read the entire prospectus before making an investment decision to purchase our
common shares.
We intend to produce Verified Emission Reduction (VER) and Reduced Emissions
from Deforestation and Degradation (REDD) carbon offsets through global
restoration projects. The offsets will be validated and verified to ISO 14064-2
standard for sale to companies, foundations, and other entities that, for
branding, policy and corporate social responsibility reasons, wish to offset
their carbon footprints to support climate change mitigation efforts.
We were incorporated on September 17, 2010 under the laws of the state of
Nevada. Our principal offices are located at 831-77th Avenue, Edmonton, Alberta
Canada, T6P 1S9. Our telephone number is 780-860-9261.
THE OFFERING:
Securities Being Offered Up to 2,200,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at a
fixed price of $0.04 per share unless and until our
shares are quoted on the OTC Bulletin Board.
There is no public market for our common stock. We
cannot give any assurance that the shares offered
will have a market value, or that they can be
resold at the offered price if and when an active
secondary market might develop, or that a public
market for our securities may be sustained even if
developed. The absence of a public market for our
stock will make it difficult to sell your shares in
our stock.
We intend to apply to the OTC Bulletin Board,
through a market maker that is a licensed broker
dealer, to allow the trading of our common stock
upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common
stock becomes so traded and a market for the stock
develops, the actual price of stock will be
determined by prevailing market prices at the time
of sale or by private transactions negotiated by
the selling shareholders. The offering price would
thus be determined by market factors and the
independent decisions of the selling shareholders.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
Termination of the
Offering The offering will conclude when all of the
2,200,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold due to the operation of Rule 144 or we decide
at any time to terminate the registration of the
shares at our sole discretion but in no event later
than two years from the effective date of this
registration statement. ( Date of expiration will
be provided for this continuous offering once
known)
Securities Issued and
to be Issued 2,200,000 shares of our common stock to be sold in
this prospectus are issued and outstanding as of
the date of this prospectus. All of the common
stock to be sold under this prospectus will be sold
by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
3
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of March 31 2010 (Audited)
-----------------------------
BALANCE SHEET
Total Assets $ 25,450
Total Liabilities $ 1,079
Stockholders Equity $ 19,789
Period from September 17, 2009
(date of inception)
to March 31, 2009 (Audited)
---------------------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 6,211
Net Loss $ (6,211)
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
WE ARE AT RISK TO CHANGES IN DOMESTIC AND INTERNATIONAL CARBON POLICY.
The supply and demand fundamentals of carbon credits are determined by
governments and international consortiums and are beyond the Company's control.
The ability of the company to continue operations will be dependent on the level
of adoption and observance of the Kyoto Protocol, the post Kyoto Protocol
environment and other initiatives aimed at reducing greenhouse gas emissions.
Changes in government and corporate priorities as a result of government
deficits, domestic industries or as a result of changes in the prevailing views
concerning the impact of greenhouse gases on climate change could adversely
affect the observance of the Kyoto Protocol, the adoption of successor
protocols, and corporate initiatives.
IF PRICES OF FOREST-BASED CARBON CREDITS DROP SUBSTANTIALLY OUR BUSINESS COULD
FAIL.
The principle factors affecting the Company's revenues are factors which affect
the price of carbon credits and are beyond the Company's control. The actual
market price of carbon credits fluctuates drastically and the price of
Over-The-Counter "OTC" transactions fluctuate to an even greater degree. If
prices were to fall substantially our business could fail.
4
WE ARE AT RISK TO CHANGES IN REGULATIONS AND VERIFICATIONS THAT COULD NEGATIVELY
AFFECT THE COMPANY'S PROFITABILITY.
The processes by which carbon credits are created and verified are subject to
change and beyond the Company's control. Governments, lobby groups, private
firms, and Environmental Non-Government Organizations "ENGO's" all work to
create a more efficient and accountable system to bring carbon credits available
for market and to assure validity. As the industry matures the regulatory
environment will as well. These changes could become more demanding in terms of
time and costs and negatively affect the Company's profitability.
WE ARE SUBJECT TO CURRENCY FLUCTUATIONS THAT COULD NEGATIVELY AFFECT THE
COMPANY'S PROFITABILITY.
The profitability of the Company may be adversely affected by fluctuations in
the rate of exchange of the Canadian dollar and other currencies the Company may
do business in. The company at this time does not expect to hedge against
currency fluctuations and changes in exchange rates are beyond the Company's
control.
WE OPERATE IN A COMPETITIVE INDUSTRY AND WILL COMPETE AGAINST OTHER COMPANY'S
THAT COULD NEGATIVELY AFFECT THE COMPANY'S PROFITABILITY.
The carbon credit industry is a competitive industry. The Company will compete
with numerous other participants in the search for, and the acquisition of,
properties and in the marketing of the sale of carbon credits. The Company's
competitors will include companies that have substantially greater financial
resources, staff and facilities than those of the Company.
PROJECTS WILL BE AT RISK OF FIRE, PESTS AND DISEASES
Our assets will be made up of the environmental rights attached to carbon stocks
in forests. Forests are at risk to damage from fire, pests and diseases. The
company will implements strategies including fuels management, species
composition management and pathogen assessments as part of routine monitoring
procedures but often forces of nature are outside the control of the company and
could require the company to incur losses in order to replace lost carbon
stocks.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at March 31, 2010, we had cash on hand of $25,450, we have accumulated a
deficit of $6,211 in business development expenses. We anticipate that
additional funding will be needed for general administrative expenses and
marketing costs. We intend to raise the required funds through an equity
placement. However, there is no guarantee that we will be able to raise the
required cash and because of this our business may fail. We have not generated
any revenue from operations to date. The specific cost requirements needed to
maintain operations will depend upon the restoration projects we are able to
procure. Specific costs include but are not limited to the following:
Travel and project selection
Feasibility studies
Consultants
Registration and Validation
Project Implementation
Measurement and Monitoring
Marketing
Sale Efforts
The amount of each of the specific costs described above will vary based on the
project size, type and location. Reforestation projects have higher costs than
do REDD projects due to the need to physically prepare and plant the site.
5
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our sole director.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Jason Kropp, will only be devoting limited time
to our operations. Mr. Kropp intends to devote 50% of his business time to our
affairs. Because our sole officer and director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to him. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations. It is possible that the demands on Jason Kropp from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In addition, Mr. Kropp
may not possess sufficient time for our business if the demands of managing our
business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO FORMAL TRAINING IN
FINANCIAL ACCOUNTING AND MANAGEMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls. When the disclosure and accounting controls referred to
above are implemented, he will be responsible for the administration of them.
Should he not have sufficient experience, he may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the SEC which ultimately could cause an investor to lose their
investment. However, because of the small size of our expected operations, we
believe that he will be able to monitor the controls he will have created and
will be accurate in assembling and providing information to investors. Mr.
Kropp's lack of training in financial accounting and management my result in a
material misstatement of the Company's financial statements. In addition due to
the Company's lack of accounting personnel we may be unsuccessful in maintaining
effective internal controls over financial reporting and disclosure controls and
procedures, which may result in material misstatements of our financial
statements.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to
provide proper service to our potential clients. At this time, we cannot assure
investors that we will be able to obtain financing. If we are unable to raise
needed financing, we will have to delay or abandon further consulting efforts.
If we cannot raise financing to meet our obligations, we will be insolvent and
will be forced to cease our business operations.
6
IF JASON KROPP, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT
HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING,
AND INVESTORS COULD LOSE THIER INVESTMENT.
We depend on the services of our sole officer and director, Jason Kropp for the
future success of our business. The loss of the services of Mr. Kropp could have
an adverse effect on our business, financial condition and results of
operations. If he should resign or die we will not have a chief executive
officer. If that should occur, until we find another person to act as our chief
executive officer, our operations could be suspended. In that event it is
possible an investor could lose their entire investment. We do not carry any key
personnel life insurance policies on Mr. Kropp and we do not have a contract for
his services.
BECAUSE OUR DIRECTOR OWNS 31.25% OF OUR ISSUED AND OUTSTANDING COMMON STOCK,
THEY CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Our director, Jason Kropp, owns approximately 31.25% of the outstanding shares
of our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our directors may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
THE AMOUNT OF SHARES TO BE SOLD THROUGH THIS OFFERING MAY MAKE IT UNLIKELY THAT
WE WEILL BE ABLE TO MAKE A SUCCESSFUL OFFERING OF OUR SECURITIES IN THE NEAR
FUTURE.
Our selling shareholders are offering a significant percentage (40.9%) of our
outstanding shares through this registration statement. As such, it is unlikely
that we will be able to make a successful offering of our securities to raise
capital in the near future.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
director is non-U.S. resident. Consequently, it may be difficult for investors
to affect service of process on Mr. Kropp in the United States and to enforce in
the United States judgments obtained in United States courts against Mr. Kropp
based on the civil liability provisions of the United States securities laws.
Since our assets will be located in Canada and other non-US countries it may be
difficult or impossible for U.S. investors to collect a judgment against us. As
well, any judgment obtained in the United States against us may not be
enforceable in the United States.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
7
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
8
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at a fixed price of $0.04 per
share unless and until our shares are quoted on the OTC Bulletin Board. We
determined this offering price arbitrarily by adding a $0.03 premium to the last
sale price of our common stock to investors. There is no relationship between
this price and our assets, earnings, book value or any other objective criteria
of value.
We intend to apply to the OTC Bulletin Board through a market maker for the
quotation of our common stock upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common stock becomes so traded and a
market for the stock develops, the actual price of stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would thus be
determined by market factors and the independent decisions of the selling
shareholders.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
2,200,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1. 1,00,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
December 30, 2009;
2. 2,200,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
March 10, 2010;
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
9
Total Number Of
Shares To Be Total Shares Percentage of
Offered For to Be Owned Shares owned
Shares Owned Selling Upon Completion Upon Completion
Name Of Prior To This Shareholders Of This of This
Selling Shareholder Offering Account Offering Offering
------------------- -------- ------- -------- --------
Bernard Kropp 100,000 100,000 Nil Nil
Brenda Kropp 100,000 100,000 Nil Nil
Gilene Kropp 100,000 100,000 Nil Nil
Jenise Kropp 100,000 100,000 Nil Nil
Janaya Hackemann 100,000 100,000 Nil Nil
Gregor Hackemann 100,000 100,000 Nil Nil
Mike Eisbrenner 75,000 75,000 Nil Nil
Nathan Kropp 100,000 100,000 Nil Nil
Delores Langston 75,000 75,000 Nil Nil
Lisa Langston 40,000 40,000 Nil Nil
Chris Oviatt 75,000 75,000 Nil Nil
Xiao Luo 100,000 100,000 Nil Nil
Frederic Agrapart 100,000 100,000 Nil Nil
Marcel Mandin 40,000 40,000 Nil Nil
Erin Shanahan 40,000 40,000 Nil Nil
James Yushchyshyn 75,000 75,000 Nil Nil
Barbara Edgar 40,000 40,000 Nil Nil
Bonnie Harrison 75,000 75,000 Nil Nil
Jaymes Bakker 40,000 40,000 Nil Nil
Owen Lepps 75,000 75,000 Nil Nil
Luc Laforge 40,000 40,000 Nil Nil
Scott O'Donoghue 40,000 40,000 Nil Nil
Patricia Kropp 100,000 100,000 Nil Nil
Randy Kropp 100,000 100,000 Nil Nil
Megan Schafers 40,000 40,000 Nil Nil
Dennis Pidzarko 75,000 75,000 Nil Nil
Cheryl Pidzarko 75,000 75,000 Nil Nil
Cory Kropp 100,000 100,000 Nil Nil
Carol Danyluk 40,000 40,000 Nil Nil
Steve Munn 40,000 40,000 Nil Nil
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 3,200,000 shares of
common stock issued and outstanding on the date of this prospectus.
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None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at a fixed price of $0.04 unless
and until our shares are quoted on the OTC Bulletin Board. We determined this
offering price arbitrarily by adding a $0.03 premium to the last sale price of
our common stock to investors. We intend to contact an authorized OTC Bulletin
Board market-maker for sponsorship of our securities on the OTC Bulletin Board.
Although we intend to apply for quotation of our common stock on the OTC
Bulletin Board, public trading of our common stock may never materialize. If our
common stock becomes traded on the OTC Bulletin Board, then the sales price to
the public will vary according to the selling decisions of each selling
shareholder and the market for our stock at the time of resale.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of
their nominees who are unaffiliated with us. Such nominees may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us. There is no agreement
or understanding between the selling shareholders and any nominees with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.
For the purpose of this registration statement nominee will be defined as: (a) a
person or entity who is requested or named to act for another, such as an agent
or trustee, or (b) a potential successor to another's rights under a contract.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The persons listed in the following table plan to offer the shares shown
opposite their respective names by means of this prospectus. The owners of the
shares to be sold by means of this prospectus are referred to as the "selling"
shareholders". The selling shareholders acquired their shares from us in private
negotiated transactions. These shares may be sold by one or more of the
following methods, without limitations.
* 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.
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Presently, the selling shareholders cannot sell their common stock of our
company in accordance with new Rule 144 under the Securities Act because we are
defined as a "shell company."
In competing sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither, we nor the selling stockholders can
presently estimate the amount of such compensation.
The selling shareholders and any broker/dealers who act in connection with the
sale of the shares will be deemed to be "underwriters" within the meaning of the
Securities Acts of 1933, and any commissions received by them and any profit on
any resale of the shares as a principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
If any selling shareholders enters into an agreement to sell his or her shares
to a broker/dealer as principal and the broker/dealer is acting as an
underwriter, we will file a post-effective amendment to the registration
statement, of which this prospectus is a part, identifying the broker/dealer,
providing required information concerning the plan of distribution, and
otherwise revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the broker/dealer as an
exhibit to the post-effective amendment to the registration statement.
We have advised the selling shareholders that they and any securities
broker/dealers or others who will be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 of Regulation M
under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is complete. Rule 102 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class, as is the subject of the distribution. A "distribution" is defined in
Rule 102 as an offering of securities "that is distinguished from ordinary
trading transaction by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid"
or "stabilizing purchase" for purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.
No selling shareholder (other than the current officer/director) has, or had,
any material relationship with our officers or directors. No selling shareholder
is affiliated with a broker/dealer.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
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than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of March 31, 2010, there were 3,200,000 shares of our common stock issued and
outstanding that are held by 31 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
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Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Karen A. Batcher. Of Synergen Law Group, APC has provided an opinion on the
validity of our common stock.
The financial statements included in this prospectus have been audited by
Silberstein Ungar, PLLC. To the extent and for the periods set forth in their
report appearing elsewhere in this document and in the registration statement
filed with the SEC, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on September 17, 2010 and have not
begun operations. We intend to produce Verified Emission Reduction (VER) and
Reduced Emissions from Deforestation and Degradation (REDD) carbon offsets
through global restoration projects. The offsets will be validated and verified
to ISO 14064-2 standard for sale to companies, foundations, and other entities
that, for branding, policy and corporate social responsibility reasons, wish to
offset their carbon footprints to support climate change mitigation efforts.
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Krossbow Holdings has the capacity to assess carbon resource potentials,
prescribe and implement ecosystem restorations to develop those resources, and
thereby generate carbon offset products for sales directly with subscribers, or
through brokers and re-sellers. Krossbow's business model may be likened to an
integrated resource company that "stakes" its claims to carbon resources,
develops those resources into carbon offsets that it owns, and then markets
those offsets to the voluntary carbon markets.
The Company's revenue will be generated by the sale of carbon offsets. Carbon
offsets will be generated through three separate methods:
Afforestation: Establishing forests on bare or cultivated land that has not been
forested in recent history.
Reforestation: Re-growing forests in areas where forested have previously been
harvested.
Reducing emissions from Deforestation and Degradation "REDD": Deforestation
refers to direct human-induced, long-term conversion of forests to non-forest
land. Degradation refers to gradual, direct human-induced loss of forest carbon
stocks.
Through these three methods we intend to generate carbon offsets which represent
the carbon consumption capability of the planted and/or protected trees. The
carbon offsets will be validated and verified to international standards for
sale to various entities.
BUSINESS MODEL (VER CREDITS)
Step 1 - Identify degraded ecosystem
Step 2 - Approach, and consult land owner
Step 3 - Conduct biometric research and site prescription
Step 4 - Secure seed stock
Step 5 - Prepare site and plant
Step 6 - Verify Emissions
Step 7 - Transaction Step 8- Monitor
BUSINESS MODEL (REDD CREDITS)
Step 1 - Identify forested ecosystem slated/available for harvest
Step 2 - Approach, and consult land owner
Step 3 - Conduct biometric research and site prescription
Step 4 - Verify Emissions
Step 5 - Transaction Step 6- Monitor
MARKETS
Voluntary carbon markets nearly doubled in 2008 and are up over 700 percent from
2006. For the international carbon offsets market, comprised of both regulated
and voluntary carbon offset and credit trading, the current and anticipated
trend is of sustained growth, modulated by corporate and government policy
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developments. The forest-based carbon offsetting industry is heavily affected by
international policy and decisions made over the upcoming years will have
substantial impacts on the company's success.
This growth is supported by the findings of McKinsey & Company, a global
management consulting firm that has reported that 35% of greenhouse gas
abatement potential internationally arises from forest-based projects, which
represent Krossbows primary focus. This finding also reflects on market
potential for the Company. In terms of the company's operational performance, a
number of economic and policy factors continue to affect the Company. For
example, on March 31, 2009 the U.S. House subcommittee released a discussion
draft of The American Clean Energy and Security Act of 2009, which strongly
supports market-based programming and the inclusion of carbon offsets for US
climate policy implementation, and forest-based offsets explicitly, both
domestic and international. Currently, the Boxer Kerry Climate Bill is the focus
of U.S. climate policy development. As The Company is investigating and
developing a number of international opportunities in equatorial Africa and
South America, the advancement of this Bill should positively impact the
Company's performance in 2010 and beyond.
Based on the current status of policy and regulatory developments, the Company
may also have access to U.S. markets from its domestic operations as well,
particularly with respect to potential avoided deforestation projects.
International and domestic policy uncertainties continue, and though the Company
will remain committed to establishing relationships with large and credible
ethical organizations and corporations that are committed to climate mitigation,
along with marketing, sales, there is no guarantee that markets will continue to
be supported by the world's policy makers.
6.2 MARKETS TYPES:
Voluntary Market: The Voluntary Market involves individuals, companies, and
organizations who purchase carbon offsets voluntarily to mitigate or neutralize
their own greenhouse gas emissions from transportation, electricity use, and
other sources. These groups are not obligated to purchase carbon offsets, but
choose to for various reasons such as green branding, social corporate
responsibility, or choosing to do the "right" thing.
Carbon offset products used in voluntary markets are generally referred to as
Verified Emissions Reductions or (VERs)
Krossbow intends to provide the voluntary market with a carbon offset source
that is third party validated and verified to the international greenhouse gas
project standard "ISO 14064-2" to assure scientific rigor.
Compliant Market: The Compliant Market (or regulated market) involves companies,
governments or other entities that buy carbon offsets in order to comply with
regulations on the total amount of carbon dioxide they are allowed to emit.
Examples of the regulated market are the European Union Emissions Trading System
or EU ETS. All companies which abide by these systems are obligated to meet
specific carbon emission reduction targets.
These carbon credits are generally referred to as Certified Emissions Reductions
or (CERs).
The vast majority of CERs are created through technology transfers and by
fuel-switching from carbonaceous fossil fuels to cleaner renewable energy
sources. Over time, however, the role of forests in mitigating climate change
has increasingly gained credence and there is a growing political consensus on
the need to incorporation forest based emissions in a greater capacity.
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COMPETITION
The carbon credit industry is a competitive industry. The Company will compete
with numerous other participants in the search for, and the acquisition of,
properties and in the marketing of the sale of carbon credits. The Company's
competitors will include companies that have substantially greater financial
resources, staff and facilities than those of the Company. Our failure to
maintain a competitive position within the market could have a materially
adverse effect on our business, financial condition and results of operations.
INSURANCE
We do not maintain any insurance at present but intend to insure all timber
assets once credits have been verified. Insurance will be needed for the life of
the project and will vary based on species and terms outlined in the
verification documents. Insurance will be required in the case of fire, pests,
disease or other potential hazards to the trees which are the source of the
carbon credits the Company intends to sell. Because we do not have any insurance
at present, if we are made a party of a liability action, we may not have
sufficient funds to defend the litigation. If that occurs a judgment could be
rendered against us that could cause us to cease operations.
EMPLOYEES
We are a development stage company and currently have no employees, other than
our sole officer and director. We intend to hire additional employees on an as
needed basis.
GOVERNMENT REGULATIONS
The regulatory environment of carbon credits is presently handled by third party
organizations that verify the validity and quality of carbon offsetting
projects. In order to sell Verified Emission Reduction credits (VER's) and
Reduced Emissions from Deforestation and Degradation credits (REDD's) we will be
required to have a third party verify the project with an onsite visit. We
intend to verify any carbon offsets through ISO 14064 project accounting
standard. ISO 14064 is a greenhouse gas project accounting standard developed by
the International Organization and Standardization beginning in 2002 and
launched in spring of 2006. The standard is meant to be applicable regardless of
a country's current climate policy, and does not apply restrictions of project
types, size, location and crediting period. Requirements for certification
include:
1. The first part (14064-1) specifies requirements for designing and
developing organization or entity-level GHG inventories.
2. The second part (14064-2) details requirements for quantifying,
monitoring and reporting emission reductions and removal enhancements
from GHG projects.
3. The third part (14064-3) provides requirements and guidance for the
conducting of GHG information validation and verification.
The verification process is still in its infancy stages and it is possible this
process will become more regulated in the future causing increases in time
delays and costs for the Company.
We intend to register our projects to ensure credibility and transparence of all
aspects from consultation to monitoring.
RESEARCH AND DEVELOPMENT
We have not incurred any other research or development expenditures since our
incorporation.
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SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
OFFICES
Our principal offices are located at 831-77th Avenue, Edmonton, Alberta Canada,
T6P 1S9.. Our telephone number is 780-860-9261. We intend to move to a more
suitable location if we are able to raise additional capital through an equity
placement. We do not pay any rent and there is no agreement to pay any rent in
the future. Such costs are immaterial to the financial statements and,
accordingly have not been reflected therein.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 2620 Regatta Dr. Suite 102, 89128.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 30 registered
shareholders.
RULE 144 SHARES
A total of 1,000,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act. The SEC has recently adopted amendments to Rule 144 which became effective
on February 15, 2008 and applies to securities acquired both before and after
that date. Under these amendments, a person who has beneficially owned
restricted shares of our common stock for at least six months is entitled to
sell their securities PROVIDED that (i) such person is not deemed to have been
one of our affiliates at the time of, or at any time during the three months
preceding the sale and (ii) we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at
least six months but who are our affiliates at the time of, or at any time
during the three months preceding the sale, are subject to additional
restrictions. Such person is entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the
following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 32,000 shares as of the date of this
prospectus; or
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* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of
Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 1,000,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
PLAN OF OPERATION
Upon completion of our public offering, our specific goal is to procure suitable
forest-based carbon offsetting projects where we can establish new forests, or
protect forested landscapes in danger of deforestation and degradation. We
intend to use these projects to create verified carbon credits for sale to
market. Our plan of operations is as follows:
DEVELOP WEBSITE
We have begun work on a corporate website and have begun initial marketing and
networking efforts. Our website will be used to raise awareness for our business
and the business model we intend to implement. At the time of this prospectus we
have paid CarbonBull Inc. US $500.00 for a six month corporate banner.
CarbonBull is an Australian based Carbon news and marketing website that we hope
to use to gain interest and access to international markets for both sales and
possible future forestry projects.
COMPLETION OF FINANCING (6 MONTHS)
We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate all our efforts on raising capital during
this period. We do not plan to begin business operations until we complete our
public offering. We will require additional financing of $300,000 in order to
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proceed with our full business plan for a full year. We plan to sell additional
common shares in order to raise the funds necessary to pursue our plan of
operations. Issuances of additional shares will result in dilution to our
existing shareholders. We also may receive loans from our directors and
officers. We currently do not have any arrangements in place for obtaining
director loans and there is no assurance that we will be successful in
completing any equity financing.
PROCURE INITIAL PROJECT IN CANADA (1 MONTH)
We intend to use a forest/pastureland interface in the province of Alberta for
an initial project. Several suitable projects have been identified but no
advanced steps have been taken to draft contracts or begin initial feasibility
studies. We require additional capital to initiate a feasibility study and have
legal contracts drafted.
INITIATE FEASIBILITY STUDY (2 WEEKS)
In order to assess the economic viability of our initial project we intend to
conduct a feasibility study where by growth and yield data will be used to
calculate carbon potential of the chosen project. The carbon potential will be
used to calculate revenues while costs will be determined by price of seed
stock, labor, verification, overhead and monitoring costs.
IMPLEMENT WORK PROGRAM (1-2 MONTH(S))
If the results of the feasibility study show positive economics we will
implement the site specific work program. The specific characteristics of the
chosen site will determine how much planting and site preparation is required
and how much preservation of existing vegetation is required. In order to
complete our work program the following costs will likely be incurred:
Legal - documents drafted to define terms of environmental rights, property
rights and responsibilities.
Seed Stock - seedlings will need to be purchased from local stock providers.
Labor - planting sites will need to be cleared and prepared and a planting crew
will need to be hired in order to complete the afforestation/reforestation.
Monitoring- costs associated with assuring the planted and protected trees are
growing to their potential and that adverse growing conditions, pests, fire and
disease have not negatively affected growth. This cost will not be incurred at
the time of the work program but a liability will be added to the balance sheet.
VERIFY CARBON CREDITS (1 MONTH)
Once the work program has been completed the project will undergo a review by a
third party. We intend to verify any carbon offsets through ISO 14064 project
accounting standard. ISO 14064 is a greenhouse gas project accounting standard
developed by the International Organization and Standardization beginning in
2002 and launched in spring of 2006. The standard is meant to be applicable
regardless of a country's current climate policy, and does not apply
restrictions of project types, size, location and crediting period. Requirements
for certification include:
1. The first part (14064-1) specifies requirements for designing and
developing organization or entity-level GHG inventories.
20
2. The second part (14064-2) details requirements for quantifying,
monitoring and reporting emission reductions and removal enhancements
from GHG projects.
3. The third part (14064-3) provides requirements and guidance for the
conducting of GHG information validation and verification.
LOCATE BUYER FOR VERIFIED EMISSIONS (1-3 MONTH(S))
Once the carbon credits have been verified we will have the ability to sell the
carbon credits associated with the project. There are two primary buyers of
carbon credits we intend to market our product too:
Voluntary Market: The Voluntary Market involves individuals, companies, and
organizations who purchase carbon offsets voluntarily to mitigate or neutralize
their own greenhouse gas emissions from transportation, electricity use, and
other sources. These groups are not obligated to purchase carbon offsets, but
choose to for various reasons such as green branding, social corporate
responsibility, or choosing to do the "right" thing.
Carbon offset products used in voluntary markets are generally referred to as
Verified Emissions Reductions or (VERs)
Compliant Market: The Compliant Market (or regulated market) involves companies,
governments or other entities that buy carbon offsets in order to comply with
regulations on the total amount of carbon dioxide they are allowed to emit.
Examples of the regulated market are the European Union Emissions Trading System
or EU ETS. All companies which abide by these systems are obligated to meet
specific carbon emission reduction targets.
These carbon credits are generally referred to as Certified Emissions Reductions
or (CERs).
The vast majority of CERs are created through technology transfers and by
fuel-switching from carbonaceous fossil fuels to cleaner renewable energy
sources. Over time, however, the role of forests in mitigating climate change
has increasingly gained credence and there is a growing political consensus on
the need to incorporation forest based emissions in a greater capacity.
At present the company has no buyers for potential carbon credits. There is no
guarantee we will be able to source a buyer at a secured price to achieve
profitable operations. If we are unable to find a suitable buyer for our
potential carbon credits our business may fail.
SUMMARY
In summary, we should be in full operation and taking on contracts within 180
days (6 months) of the effectiveness of our registration statement. The
completion or our first operational project should take 5-7 months from
identification to final sale of verified carbon credits.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any revenues. We cannot guarantee success of our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.
21
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR PERIOD ENDING MARCH 31, 2010
We did not earn any revenues from our incorporation on September 17, 2009 to
March 31, 2010. We incurred operating expenses in the amount of $6,211 for the
period from our inception on September 17, 2009 through March 31, 2010. These
operating expenses were comprised incorporation costs, web-marketing and other
development costs.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTOR:
Name of Director Age
---------------- ---
Jason Kropp 40
EXECUTIVE OFFICERS:
Name of Officer Age Office
--------------- --- ------
Jason Kropp 40 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and Chief
Accounting Officer
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our sole officer and director.
Since our inception on September 17, 2010, Jason Kropp has been our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Chief
Accounting Officer and sole member of our board of directors. Mr. Kropp attended
the University of British Columbia where he obtained degrees and Economics in
1994. After completing his education Jason went on to join Berja Group Ltd, an
Edmonton based company that provides a wide range of services in the Petroleum
and Chemical Industry. Mr Kropp runs the business end of Beria while his brother
runs the technical end.
Jason has been interested in the carbon offsetting space for some time as it is
becoming a major issue with oil and gas companies around the world. Jason has
not been a member of the board of directors of any corporations during the last
five years. He intends to devote approximately 50% of his business time to our
affairs.
During the past five years, Mr. Kropp has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Kropp was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Kropp's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
23
TERM OF OFFICE
Our sole officer and director is appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on September 17, 2009 to
March 31, 2010 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Jason Kropp 2009 None None None None None None None None
President, CEO,
CFO, Secretary,
Treasurer, Chief
Accounting Officer,
and sole director
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Jason Kropp. We do not
pay him for acting as a director or officer.
24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group as at
March 31, 2010 except as otherwise indicated, all shares are owned directly.
Title of Name and address Amount of Percent
Class of beneficial owner beneficial ownership of class
----- ------------------- -------------------- --------
Common Jason Kropp 1,000,000 31.3%
Stock President, Chief Executive Officer,
Chief Financial, Officer, Secretary,
Treasurer, Chief Accounting Officer
and sole Director
831-77th Avenue
Edmonton, Alberta
Canada T6P 1S9
Common All Officers and Directors as a 1,000,000 31.3%
Stock group that consists of one person shares
The percent of class is based on 3,200,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Kropp purchased 1,000,000 shares of Krossbow Holding Corp. at a price of
$0.004 per share on December 30, 2009. He currently owns 31.3% of the company's
outstanding common stock. None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
25
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
MARCH 31, 2010
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of March 31, 2010 F-2
Statement of Operations for the period from September 17, 2009
(Date of Inception) to March 31, 2010 F-3
Statement of Stockholders' Equity as of March 31, 2010 F-4
Statement of Cash Flows for the period from September 17, 2009
(Date of Inception) to March 31, 2010 F-5
Notes to Financial Statements F-6
26
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Krossbow Holding Corp.
Edmonton, Alberta, Canada
We have audited the accompanying balance sheet of Krossbow Holding Corp., as of
March 31, 2010, and the related statements of operations, stockholders' equity,
and cash flows for the period from September 17, 2009 (date of inception) to
March 31, 2010. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Krossbow Holding Corp., as of
March 31, 2010 and the results of their operations and cash flows for the period
from September 17, 2009 (date of inception) to March 31, 2010, in conformity
with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that Krossbow
Holding Corp. will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has incurred losses from operations and is in
need of additional capital to grow its operations so that it can become
profitable. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 6. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
-----------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
April 30, 2010
F-1
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AT MARCH 31, 2010
March 31,
2010
--------
ASSETS
Current Assets
Cash and cash equivalents $ 25,450
--------
TOTAL ASSETS $ 25,450
========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accrued expenses $ 4,582
Note payable - related party 1,079
--------
TOTAL LIABILITIES 5,661
--------
STOCKHOLDERS' EQUITY
Common stock, par $0.001, 75,000,000 shares authorized,
3,200,000 shares issued and outstanding 3,200
Paid in capital 22,800
Deficit accumulated during the development stage (6,211)
--------
TOTAL STOCKHOLDERS' EQUITY 19,789
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,450
========
The accompanying notes are an integral part of the financial statements.
F-2
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2010
Period from
September 17, 2009
(Date of Inception) to
March 31,
2010
---------
GROSS REVENUES $ 0
OPERATING EXPENSES 6,211
LOSS FROM OPERATIONS (6,211)
OTHER EXPENSES 0
---------
NET LOSS BEFORE INCOME TAXES (6,211)
PROVISION FOR INCOME TAXES 0
---------
NET LOSS $ (6,211)
=========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 716,327
=========
NET LOSS PER SHARE $ (0.01)
=========
The accompanying notes are an integral part of the financial statements.
F-3
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2010
Common Stock Additional
------------------- Paid in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Inception, September 17, 2009 0 $ 0 $ 0 $ 0 $ 0
Common stock issued to founder at
$0.004 per share 1,000,000 1,000 3,000 -- 4,000
Common stock issued for cash at
$0.01 per share 2,200,000 2,200 19,800 -- 22,000
Net loss for the period ended
March 31, 2010 -- -- -- (6,211) (6,211)
--------- ------- -------- -------- --------
Balance, March 31, 2010 3,200,000 $ 3,200 $ 22,800 $ (6,211) $ 19,789
========= ======= ======== ======== ========
The accompanying notes are an integral part of the financial statements.
F-4
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2010
Period from
September 17, 2009
(Date of Inception) to
March 31,
2010
---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $ (6,211)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Changes in Assets and Liabilities
Increase in accrued expenses 4,582
--------
Net Cash Used in Operating Activities (1,629)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party 1,079
Proceeds from the sale of common stock 26,000
--------
Net Cash Provided by Financing Activities 27,079
--------
Net Increase in Cash and Cash Equivalents 25,450
Cash and Cash Equivalents - Beginning 0
--------
Cash and Cash Equivalents - Ending $ 25,450
========
Supplemental Cash Flow Information:
Cash paid for interest $ 0
========
Cash paid for income taxes $ 0
========
The accompanying notes are an integral part of the financial statements.
F-5
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
Krossbow Holding Corp. ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on September 17, 2009. The Company is in the development
stage and it intends to design and construct eco-friendly self assembly housing
and storage structures. The Company intends to build a product that will be well
suited to a more environmentally conscious market looking for affordable quality
housing and storage that can be put together easily and quickly. Initially the
target market will be the resort and cabin markets of Europe, Asia and North
America.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, September 17, 2009 through
March 31, 2010 the Company has accumulated losses of $6,211.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
ACCOUNTING BASIS
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted an August 31 fiscal year end.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts payable and notes payable approximate their
fair value due to the short period of these instruments.
DEVELOPMENT STAGE COMPANY
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
REVENUE RECOGNITION
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
F-6
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.
LOSS PER COMMON SHARE
Basic loss per share is calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock
option plan and has not granted any stock options.
As of March 31, 2010, the Company has not issued any stock-based payments to its
employees.
FOREIGN CURRENCY TRANSLATION
The Company's functional currency is the Canadian dollar and its reporting
currency is the United States dollar.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent Events".
Companies are now required to disclose the date through which subsequent events
have been evaluated by management. Public entities (as defined) must conduct the
evaluation as of the date the financial statements are issued, and provide
disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10)
provides that financial statements are considered "issued" when they are widely
distributed for general use and reliance in a form and format that complies with
GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending
after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165
(ASC 855-10) during the quarter ended September 30, 2009 did not have a
significant effect on the Company's financial statements as of that date or for
the quarter or year-to-date period then ended. In connection with preparing the
accompanying unaudited financial statements as of September 30, 2009 and for the
quarter and nine month period ended September 30, 2009, management evaluated
subsequent events through the date that such financial statements were issued
(filed with the SEC).
F-7
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
("SFAS 168" or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The adoption
of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company's results of
operations or financial condition. The Codification did not change GAAP,
however, it did change the way GAAP is organized and presented.
As a result, these changes impact how companies reference GAAP in their
financial statements and in their significant accounting policies. The Company
implemented the Codification in this Report by providing references to the
Codification topics alongside references to the corresponding standards.
With the exception of the pronouncements noted above, no other accounting
standards or interpretations issued or recently adopted are expected to have a
material impact on the Company's financial position, operations or cash flows.
NOTE 2 - CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In December 2009, the Company issued 1,000,000 shares of common stock at a price
of $0.004 per share for total cash proceeds of $4,000.
In January through March 2010, the Company issued 2,200,000 shares of common
stock at a price of $0.01 per share for total cash proceeds of $22,000.
The Company has 3,200,000 shares of common stock issued and outstanding as of
March 31, 2010.
NOTE 3 - ACCRUED EXPENSES
Accrued expenses at March 31, 2010 consisted of amounts owed to the Company's
outside independent auditors and a company assisting in building the Company's
logo and website.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
On September 17, 2009, the sole Director and President, Jason Kropp loaned the
Company $1,079. The loan is non-interest bearing, unsecured and due upon demand.
F-8
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2010
NOTE 5 - INCOME TAXES
For the period ended March 31, 2010, the Company has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward is approximately $6,000 at March 31, 2010, and will expire
beginning in the year 2030.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2009
-------
Income tax expense at statutory rate $ 2,111
Valuation allowance (2,111)
-------
Income tax expense per books $ --
=======
Net deferred tax assets consist of the following components as of:
2009
-------
NOL Carryover $ 2,111
Valuation allowance (2,111)
-------
Net deferred tax asset $ --
=======
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company incurred losses of $6,211 since its inception and has
not yet produced revenues from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern. Management anticipates that it will
be able to raise additional working capital through the issuance of stock and
through additional loans from investors.
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to attain a satisfactory level of profitability and obtain
suitable and adequate financing. There can be no assurance that management's
plan will be successful.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to March 31, 2010 and has determined that it does not have any
material subsequent events to disclose in these financial statements.
F-9
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act with
the SEC with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration statement
but does not contain all of the information contained in the registration
statement and exhibits. Statements made in the registration statement are
summaries of the material terms of the referenced contracts, agreements or
documents of our company. You may inspect the registration statement, exhibits
and schedules filed with the SEC at the SEC's principal office in Washington,
D.C. Copies of all or any part of the registration statement may be obtained
from the Public Reference Section of the SEC, at 100 F Street, NE, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. Our registration
statement and the referenced exhibits can also be found on this site.
We are not currently subject to the Exchange Act and currently are not required
to, and do not, deliver annual, quarterly or special reports to stockholders. We
will not deliver such reports to our stockholders until after, and if, this
offering is declared effective by the SEC. Once such effectiveness is granted,
if ever, we plan to file a registration statement pursuant to the Exchange Act
in order to register our common stock under Section 12(g) of the Exchange Act.
Upon our common stock becoming registered under the Exchange Act we will be
required to file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings will be available to the public
over the Internet at the SEC's website at http://www.sec.gov.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 1.57
Transfer Agent Fees $ 5,000.00
Accounting fees and expenses $ 5,500.00
Legal fees and expenses $ 4,500.00
Edgar filing fees $ 800.00
----------
Total $14,801.57
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
II-1
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000 shares of our common stock to Jason Kropp on January 16,
2009. Mr. Kropp is our President, Chief Executive Officer, Treasurer, Secretary
and our sole director. He acquired these 3,000,000 shares at a price of $0.001
per share for total proceeds to us of $3,000.00. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").
In connection with this issuance, Mr. Kropp was provided with access to all
material aspects of the company, including the business, management, offering
details, risk factors and financial statements.
He also represented to us that he was acquiring the shares as principal for his
own account with investment intent. He also represented that he was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation. The shares were issued with a Rule 144
restrictive legend.
We completed an offering of 2,200,000 shares of our common stock at a price of
$0.01 per share to the following 30 purchasers on March 10, 2010:
Name of Subscriber Number of Shares
------------------ ----------------
Bernard Kropp 100,000
Brenda Kropp 100,000
Gilene Kropp 100,000
Jenise Kropp 100,000
Janaya Hackemann 100,000
Gregor Hackemann 100,000
Mike Eisbrenner 75,000
Nathan Kropp 100,000
Delores Langston 75,000
Lisa Langston 40,000
Chris Oviatt 75,000
Xiao Luo 100,000
Frederic Agrapart 100,000
Marcel Mandin 40,000
Erin Shanahan 40,000
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James Yushchyshyn 75,000
Barbara Edgar 40,000
Bonnie Harrison 75,000
Jaymes Bakker 40,000
Owen Lepps 75,000
Luc Laforge 40,000
Scott O'Donoghue 40,000
Patricia Kropp 100,000
Randy Kropp 100,000
Megan Schafers 40,000
Dennis Pidzarko 75,000
Cheryl Pidzarko 75,000
Cory Kropp 100,000
Carol Danyluk 40,000
Steve Munn 40,000
The total amount received from this offering was $22,000. We completed this
offering pursuant to Regulation S of the Securities Act
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.
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EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation
3.2 By-Laws
5.1 Legal opinion of Karen A, Batcher, with consent to use
23.1 Consent of Silberstein Ungar, PLLC.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or
decrease in Volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b)if, in the aggregate, the changes in the volume
and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.
5. 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 430(B) 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 referenced into the registration
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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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
SIGNATURES
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 duly authorized in the Carson City, State of Nevada, on
May 13, 2010.
Krossbow Holding Corp.
By: /s/ Jason Kropp
-----------------------------------
Jason Kropp
President, Chief Executive Officer,
Secretary, Treasurer, Chief
Accounting Officer, Chief Financial
Officer and sole Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Jason Kropp President, Chief Executive May 13, 2010
--------------------------- Officer, Secretary, Treasurer,
Jason Kropp Chief Accounting Officer,
Chief Financial Officer
and sole Director
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