As filed with the Securities and Exchange Commission on March 11, 2010
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VICTORIA INTERNET SERVICES, INC.
(Name of small business issuer in its charter)
Nevada 6199
(State or Other Jurisdiction (Primary Standard Industrial
of Organization) Classification Code)
XL Corporate Services, Inc.
2470 East 16th Street 88 South E Street
Brooklyn, NY 11235 Virginia City, Nevada 89440
P (718) 344-0866 F (718) 679-9500 (702) 866-2500
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrants principal executive offices) number, including area code, of agent for service)
Copies to:
Scott P. Doney, Attorney at Law 3273 E. Warm Springs Las Vegas, NV 89120
telephone (702) 312-6255
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
If any of the securities being registered on the 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 common stock for an offering under
Rule 462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of 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 under Rule 462(d) of 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
the 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
================================================================================
Securities to Amount To Be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock 5,000,000 $0.01 $50,000 $3.56
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[1] Estimated solely for purposes of calculating the registration fee under
Rule 457.
There is no current market for the securities. Although the registrant's common
stock has a par value of $0.0000001, the registrant believes that the
calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such,
the registrant has valued the common stock in good faith and for the purposes of
the registration fee, based on $0.01 per share. In the event of a stock split,
stock dividend or similar transaction involving our common stock, the number of
shares registered shall automatically be increased to cover the additional
shares of common stock issuable pursuant to Rule 416 under the Securities Act of
1933, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
PROSPECTUS
VICTORIA INTERNET SERVICES, INC.
5,000,000 SHARES OF COMMON STOCK
$0.0000001 PAR VALUE NO MINIMUM
$0.01 PER SHARE
Before this offering, there has been no public market for the common stock.
We are offering on a best-efforts basis 5,000,000 shares of common stock at a
price of $0.01 per share in a direct public offering, without any involvement of
underwriters or broker-dealers. The offering does not require that we sell a
minimum number of shares. There is no arrangement to place the proceeds from
this offering in escrow, trust or similar account. The proceeds from the sale of
the shares in this offering will immediately be payable to VICTORIA INTERNET
SERVICES. and used in our operations. Funds will be held in our corporate bank
account. As a result, creditors could attach the funds.
The offering shall terminate on the earlier of (i) the date when the Company
decides to do so, or (ii) when the offering is fully subscribed for. We may, at
our discretion, extend the offer up to an additional two (2) years from the date
this offering is declared effective.
Our common stock will be sold by Leon Golden, our sole officer and director.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT
PAGE 5.
Offering Price Expenses Proceeds to Us
-------------- -------- --------------
Per Share $ 0.01 $0.0015 $0.0085
Maximum $50,000 $ 7,500 $42,500
The difference between the Aggregate Offering Price and the Proceeds to Us is
$7,500. The $7,500 will be paid to unaffiliated third parties for expenses
connected with this offering. The $7,500 will be paid from the first proceeds of
this offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL TO TELL YOU OTHERWISE.
THE DATE OF THIS PROSPECTUS IS MARCH __, 2010
TABLE OF CONTENTS
Page No
-------
Summary of our Offering 3
Risk Factors 5
Use of Proceeds 9
Determination of Offering Price 10
Dilution of the Price You Pay for Your Shares 10
Plan of Distribution; Terms of the Offering 12
Management's Discussion and Analysis of Financial Condition or
Plan of Operation 14
Business 17
Management 19
Executive Compensation 21
Principal Stockholders 22
Description of Securities 23
Certain Transactions 24
Litigation 24
Experts 25
Legal Matters 25
Financial Statements 25
2
SUMMARY OF OUR OFFERING
OUR BUSINESS
Victoria Internet Services, Inc. was incorporated in the State of Nevada on
October 9, 2009 and is in its development stage. As of December 31, 2009 we had
$400 in revenues, have minimal assets and have incurred losses since inception.
We intend to commence operations in the business of online tax preparation in
the North American market. To date, the only operations we have engaged in are
the development of a business plan and the registration of the domain name
(www.victoriainternetservices.com) for our new website and provided services for
one client.
Our principal executive office is located at 2470 East 16th Street,
Brooklyn NY 11235. Our fiscal year end is December 31.
THE OFFERING
Following is a brief summary of this offering:
Securities being offered Up to 5,000,000 shares of common stock, par
value $0.001.
Offering price per share $0.01
Offering period The offering shall terminate on the earlier
of (i) the date when the sale of all
5,000,000 shares is completed, (ii) when
the Board of Directors decides that it is
in the best interest of the Company to
terminate the offering prior the completion
of the sale of all 5,000,000 shares
registered under the Registration Statement
of which this Prospectus is part. The
Company may, at its discretion, extend the
offering up to two (2) years from the date
the offering was declared effective. The
Company will deliver stock certificates
attributable to shares of common stock
purchased directly to the purchasers within
ninety (90) days of the close of the
offering.
Net proceeds to us $42,500
Use of proceeds We will use the proceeds to pay for
administrative expenses, the implementation
of our business plan, and working capital.
Number of shares outstanding
before the offering 4,000,000
Number of shares outstanding
after the offering if all of
the shares are sold 9,000,000
3
Market for the common stock There has been no market for our
securities. Our common stock is not traded
on any exchange or on the Over-the-Counter
market. After the effective date of the
registration statement relating to this
prospectus, we hope to have a market maker
file an application with FINRA for our
common stock to be come eligible for
trading on the Over-the-Counter Bulletin
Board. WE do not yet have a market maker
who has agreed to file such application.
There is no assurance that a trading market
will develop or, if developed, that it will
be sustained. Consequently, a purchaser of
our common stock may find it difficult to
resell the securities offered herein should
the purchaser desire to do so.
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of December 31, 2009
-----------------------
(Audited)
BALANCE SHEET
Total Assets $ 13,900
Total Liabilities $ 6,413
Stockholders Equity $ 7,487
Period from October 9, 2009
(date of inception) to
December 31, 2009
-----------------
(Audited)
INCOME STATEMENT
Revenue $ 400
Total Expenses $ 12,913
Net Loss $(12,513)
4
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 SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO
START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE
REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
We have not started our business. We need the proceeds from this offering
to start our operations. If $50,000 is raised, this amount will enable us, after
paying the expenses of this offering, to begin the process of developing our
website and marketing strategy. The marketing strategy includes the development
of our marketing plans and initiate the development of marketing and support
material such as business cards, brochures, flyers and catalogues. We may need
additional funds to complete further development of our business plan to achieve
a sustainable sales level where ongoing operations can be funded out of
revenues. There is no assurance that any additional financing will be available
or if available, on terms that will be acceptable to us.
INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A
REFUND.
Investors do not have the right to withdraw invested funds. Subscription
payments will be paid to VICTORIA INTERNET SERVICES. and held on our corporate
bank account if the Subscription Agreements are in good order and the investor
is accepted as an investor by the Company. Therefore, once an investment is
made, investors will not have the use or right to return of such funds.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 100,000,000 shares
of common stock, par value $0.0000001 per share, of which 4,000,000 shares are
issued and outstanding. The future issuance of common stock may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common stock.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFIT
TO DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE
REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE
MAY HAVE TO CEASE OPERATIONS.
We were incorporated in October of 2009 and we have not started our
proposed business operations or realized any revenues. We have no operating
history upon which an evaluation of our future success or failure can be made.
Our net loss since inception is $12,513 of which $413 is incorporation service
fee. Our ability to achieve and maintain profitability and positive cash flow is
dependent upon our ability to earn profit by attracting enough customers who
will pay for our services. We cannot guarantee that we will be successful in
5
generating revenues and profit in the future. Failure to generate revenues and
profit will cause us to suspend or cease operations.
PARTICIPATION IS SUBJECT TO RISKS OF INVESTING IN MICRO CAPITALIZATION
COMPANIES.
We believe that certain micro capitalization companies have significant
potential for growth, although such companies generally have limited product
lines, markets, market shares and financial resources. The securities of such
companies, if traded in the public market, may trade less frequently and in more
limited volume than those of more established companies. Additionally, in recent
years, the stock market has experienced a high degree of price and volume
volatility for the securities of micro capitalization companies. In particular,
micro capitalization companies that trade in the over-the-counter markets have
experienced wide price fluctuations not necessarily related to the operating
performance of such companies.
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS
SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD
LOSE YOUR INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.
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, Leon Golden will only be devoting limited
time to our operations. Mr. Golden intends to devote 20 hours of his week to our
business 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 Leon Golden 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.
Golden may not possess sufficient time for our business if the demands of
managing our business increase substantially beyond current levels.
IF WE SELL ONLY 50% OF THE SHARES IN THIS OFFERING OUR SOLE OFFICER AND
DIRECTOR WILL OWN 61.5% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND
CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
After completion of the offering if only 2,500,000 of the shares are sold,
Mr. Golden, our sole officer and director, will own 61.5% of the outstanding
shares of our common stock. Accordingly, he will have significant influence in
determining the outcome of all corporate transactions or other matters,
including the election of directors, mergers, consolidations and the sale of all
or substantially all of our assets, and also the power to prevent or cause a
change in control. The interests of Mr. Golden may differ from the interests of
the other stockholders and may result in corporate decisions that are
disadvantageous to other shareholders.
6
IF LEON GOLDEN, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE
WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We extremely depend on the services of our sole officer and director, Leon
Golden, for the future success of our business. The loss of the services of Mr.
Golden 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 you could lose your entire investment.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY
WILL RESULT IN A CESSATION OF OPERATIONS.
We have no customers. We have not identified any customers and we cannot
guarantee we ever will have any customers. Even if we obtain customers, there is
no guarantee that we will generate a profit. If we cannot generate a profit, we
will have to suspend or cease operations.
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, 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 materially adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.
IF OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD,
THE TRADING PRICE WILL FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE
DIFFICULTY RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock is not yet
listed on the Over-the-Counter Bulletin Board. When our shares of common stock
are listed on the Bulletin Board, there is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our discovery or development
efforts; (ii) failure to meet our revenue or profit goals or operating budget;
7
(iii) decline in demand for our common stock; (iv) downward revisions in
securities analysts' estimates or changes in general market conditions; (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations; (vii) investor perception of our industry
or our prospects; and (viii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations
and the market prices of securities have been highly volatile. These
fluctuations are often unrelated to operating performance and may adversely
affect the market price of our common stock. As a result, investors may be
unable to sell their shares at a fair price and you may lose all or part of your
investment.
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.
THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if developed,
may not be sustained. We intend to have a market maker apply for admission to
quotation of our securities on the Over-the-Counter Bulletin Board after the
Registration Statement relating to this prospectus is declared effective by the
SEC. WE do not yet have a market maker who has agreed to file such application.
If for any reason our common stock is not quoted on the Over-the-Counter
Bulletin Board or a public trading market does not otherwise develop, purchasers
of the share may have difficulties selling their common stock should they desire
to do so. No market makers have committed to becoming market makers for our
common stock and none may do so.
8
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis-- no minimum of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. There is no assurance that we will raise the full $50,000 as
anticipated.
The following table below sets forth the uses of proceeds assuming the sale
of 50% and 100% of the securities offered for sale in this offering by the
company.
$25,000 $50,000
------- -------
Gross proceeds $25,000 $50,000
Offering expenses $ 7,500 $ 7,500
Net proceeds $17,500 $42,500
The net proceeds will be used as follows:
Website development $ 5,000 $ 5,000
Marketing and advertising $ 3,000 $ 5,000
Establishing an office $ 2,500 $ 4,000
Salaries $ 0 $10,000
Audit, accounting and filing fees $ 4,000 $ 4,000
Working capital $ 3,000 $14,500
Total offering expenses to be paid from the proceeds are $7,500. They
consist of $2,000 for legal fees; $97.21 for printing our prospectus; $600 for
accounting fees and expenses; $3,500 for auditor fees and expenses; $1,300 for
our transfer agent fees; and $2.79 for our SEC filing fee.
Upon the completion of this offering, we intend to immediately initiate the
development of our website "www.wictoriainternetservices.com." We intend to hire
an outside web designer to assist us in designing and building our website. We
will use our website to offer easy online "Real-Time" tax preparation. The cost
of our website is estimated to be $5,000.
The marketing and advertising campaign will consist of web search
optimization, development and distribution of marketing literature through email
and direct mail, promotion of our website, and client referrals from our
director and president Mr. Leon Golden. The cost of developing the campaign is
estimated to be between $3,000 and $5,000.
We estimate the cost to establish our office to be approximately $2,500 to
$4,000. This will include set up physical office space, furniture, telephone,
fax and computer in order to operate our business.
Working capital is the cost related to operating our business. It is
comprised of expenses for rent, telephone service, mail, stationary, accounting,
expenses of filing reports with the SEC, expansion costs, and general working
capital.
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DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order
for us to raise up to a total of $50,000 in this offering. The offering price
bears no relationship whatsoever to our assets, earnings, book value or other
criteria of value. Among the factors considered were:
- our lack of operating history
- the proceeds to be raised by the offering
- the amount of capital to be contributed by purchasers in this offering
in proportion to the amount of stock to be retained by our existing
Stockholder, and
- our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of December 31 2009, the net tangible book value of our shares of common
stock was $7487 or approximately $ 0.0019 per share based upon 4,000,000 shares
outstanding.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of the shares are sold,
the net tangible book value of the 9,000,000 shares to be outstanding will be
$57,486 or approximately $0.0064 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.0045 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.01 per share to $0.0064 per share.
After completion of this offering, if 5,000,000 shares are sold, you will
own 55.5% of the total number of shares then outstanding for which you will have
made cash investment of $50,000, or $0.01 per share. Our existing stockholders
will own 44.5% of the total number of shares then outstanding, for which they
have made contributions of cash totaling $20,000.00 or $0.005 per share.
IF 50% OF THE SHARES ARE SOLD
Upon completion of this offering, in the event 2,500,000 shares are sold,
the net tangible book value of the 6,500,000 shares to be outstanding will be
$32,487, or approximately $0.0050 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.0031 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.01 per share to $0.0050 per share.
10
After completion of this offering you will own approximately 38.5% of the
total number of shares then outstanding for which you will have made cash
investment of $25,000, or $0.01 per share. Our existing stockholders will own
approximately 61.5% of the total number of shares then outstanding, for which
they have made contributions of cash totaling $4,000.00 or $0.005 per share.
The following table compares the differences of your investment in our
shares with the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD:
Price per share $ 0.005
Net tangible book value per share before offering $ 0.0019
Potential gain to existing shareholders $ 50,000
Net tangible book value per share after offering $ 0.0064
Increase to present stockholders in net tangible book value
per share after offering $ 0.0045
Capital contributions $ 20,000
Number of shares outstanding before the offering 4,000,000
Number of shares after offering assuming the sale of the maximum
number of shares 9,000,000
Percentage of ownership after offering 44.5%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL 100% SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.0046
Capital contributions $ 50,000
Number of shares after offering held by public investors 5,000,000
Percentage of capital contributions by existing shareholders 28.57%
Percentage of capital contributions by new investors 71.43%
Percentage of ownership after offering 55.5%
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.0050
Capital contributions $ 25,000
Percentage of capital contributions by existing shareholders 44.44%
Percentage of capital contributions by new investors 55.56%
Number of shares after offering held by public investors 2,500,000
Percentage of ownership after offering 38.5%
11
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
THE OFFERING CONSISTS OF A MAXIMUM OF 5,000,000 SHARES OF COMMON STOCK
TO BE SOLD BY VICTORIA INTERNET SERVICES, INC. AT $0.01 PER SHARE.
This offering will be conducted on a best-efforts basis utilizing the
efforts of our sole officer and director, Leon Golden. Potential investors will
include, but are not limited to, family, business associated, friends and
acquaintances. The intended methods of communication include, without
limitation, telephone and personal contact. In our endeavors to sell this
offering, we do not intend to use any mass advertising methods such as the
internet or print media. There can be no assurance that all, or any, of the
shares will be sold.
Funds from this offering will be placed in our corporate bank account. This
account is not an escrow, trust or similar account. Your subscription will be
deposited in the company's bank account under our name. As a result, if we are
sued for any reason and a judgment is rendered against us, your subscription
could be seized in a garnishment proceeding and you could lose your investment.
Investors do not have the right to withdraw invested funds.
We will sell the shares in this offering through Leon Golden, our sole
officer and director. He will receive no commission from the sale of any shares.
He will not register as a broker-dealer under section 15 of the Securities
Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those
conditions under which a person associated with an issuer may participate in the
offering of the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The person is not statutorily disqualified, as that term is defined in
Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with his participation by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated
person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Leon Golden is not statutorily disqualified, is not being compensated, and
is not associated with a broker/dealer. He is and will continue to be our sole
officer and director at the end of the offering and has not been during the last
twelve months and is currently not a broker/dealer or associated with a
broker/dealer. He will not participate in selling and offering securities for
any issuer more than once every twelve months.
Only after our registration statement is declared effective by the SEC, do
we intend to advertise, through tombstones, and hold investment meetings in
various locations where the offering will be registered. We will not utilize the
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Internet to advertise our offering. Mr. Golden will also distribute the
prospectus to potential investors at the meetings, to business associates and to
his friends and relatives who are interested in us and a possible investment in
the offering. No shares purchased in this offering will be subject to any kind
of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering
to reach $50,000.
We intend to sell our shares within the United States.
SECTION 15(G) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated
thereunder. They impose additional sales practice requirements on broker/dealers
who sell our securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules
15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the
penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in
penny stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a
penny stock transaction unless the broker/dealer first discloses and
subsequently confirms to the customer current quotation prices or similar market
information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock
transactions for a customer unless the broker/dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons
compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
the FINRA's toll free telephone number and the central number of the North
American Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons. The application of the penny
stock rules may affect your ability to resell your shares.
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OFFERING PERIOD AND EXPIRATION DATE
The offering shall terminate on the earlier of (i) the date when the sale
of all 5,000,000 shares is completed, (ii) when the Board of Directors decides
that it is in the best interest of the Company to terminate the offering prior
the completion of the sale of all 5,000,000 shares registered under the
Registration Statement of which this Prospectus is part. The Company may, at its
discretion, extend the offering up to two (2) years from the date the offering
was declared effective.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement
- deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to VICTORIA INTERNET
SERVICES.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
We are a start-up stage corporation and have not started operations or
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our
auditors believe there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated any revenues and no revenues
are anticipated until we develop our website, and implement our marketing plan..
We believe the technical aspects of our website will be sufficiently developed
to use for our operations 100 days from the completion of our offering.
Accordingly, we must raise cash from sources other than operations. Our only
other source for cash at this time is investments by others in our company. We
must raise cash to implement our project and begin our operations. Even if we
14
raise $50,000 in this offering, we can not be certain how long the money will
last, however, we do believe it will last twelve months. We will not begin
operations until we raise money from this offering.
To meet our need for cash we are attempting to raise money from this
offering. We believe that we will be able to raise enough money through this
offering to begin operations but we cannot guarantee that once we begin
operations we will stay in business after operations have commenced. If we are
unable to successfully attract sufficient clientele we may quickly use up the
proceeds from this offering and will need to find alternative sources. At the
present time, we have not made any arrangements to raise additional cash, other
than through this offering.
If we need additional cash and cannot raise it, we will either have to
suspend operations until we do raise the cash, or cease operations entirely. If
we raise $50,000 from this offering, mamangement believes that it will last
approximately a year but that the Company will have limited funds available to
develop growth strategy, and we need more money and we will have to revert to
obtaining additional money as described in this paragraph. Other than as
described in this paragraph, we have no other financing plans.
PLAN OF OPERATION
Assuming we raise the whole amount in this offering, we believe we can
satisfy our cash requirements during the next 12 months. We will not be
conducting any product research or development. We do not expect to purchase or
sell plant or significant equipment. Further we do not expect significant
changes in the number of employees. Upon completion of our public offering, our
specific goal is to profitably sell our product. Our plan of operations is as
follows:
COMPLETE OUR PUBLIC OFFERING
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.
Once we have completed our offering, our specific business plan for the
next 5 months is as follows:
DEVELOP OUR WEBSITE (1 MONTH)
Upon completion of our public offering, we will hire a web designer to
design our website. Our website will be built for two purposes:
1) To promote and give potential clients an intro to the ease of doing
their taxes from the comfort of their home.
2) To allow the interaction to occur between client and accounting rep.
ESTABLISH OUR OFFICE (1 MONTH)
When our website is operational, we plan to set up a new office and acquire
the necessary equipment we need to begin operations. We believe that it will
cost $2,500 to $4,000 to set up and obtain the necessary equipment to begin
operations. Our sole officer and director will handle our administrative duties.
15
COMMENCE MARKETING CAMPAIGN (3 MONTHS)
Once our website is operational and an office is established, we will begin
to market our services. Initially, our sole officer and director, Leon Golden,
will look for potential customers. We intend to use other marketing strategies,
such as web advertisements, direct mailing, and phone calls to potential
customers. Marketing is an ongoing matter that will continue during the life of
our operations. We also expect to get new clients from "word of mouth"
advertising where our potential clients from Mr. Golden's current clientele and
new clients will refer their colleagues to us. We will encourage such
advertising by rewarding person who refer new clients to us.
In summary, we should be in full operation and selling our services within
150 days of completing our offering. Until we have reached a high and
sustainable level of clientele we do not believe our operations will be
profitable. If we are unable to attract new clients to pay for our services we
may have to suspend or cease operations. If we cannot generate sufficient
revenues to continue operations, we will suspend or cease operations. If we
cease operations, we do not know what we will do and we do not have any plans to
do anything else.
Leon Golden, our president will be devoting approximately 20 hours a week
to our operations. Once we begin operations, and are able to attract more and
more clients, Mr. Golden has agreed to commit more time as required. Because Mr.
Golden 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 cessation of operations.
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 in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in 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.
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
FROM INCEPTION ON OCTOBER 9, 2009 TO DECEMBER 31, 2009
During the period we incorporated the company, prepared a business plan
reserved the domain name www.victoriainternetservices.com and provided services
for one client. Our loss since inception is $12,513 of which $413 is
incorporation service fee. We have not started our proposed business operations
and will not do so until we have completed this offering. We expect to begin
operations 100 days after we complete this offering.
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Since inception, we sold 4,000,000 shares of common stock to our sole
officer and director for $20,000.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we have yet to generate any revenues
from our business operations.
We issued 4,000,000 shares of common stock through a Section 4(2) offering
in November 2009. This was accounted for as a sale of common stock.
As of December 31, 2009, our total assets were $13,900 and our total
liabilities were $6,413 comprising of $413 owning to Leon Golden, our sole
officer and director, and $6,000 of accrued expenses.
BUSINESS
GENERAL
We were incorporated in the State of Nevada on October 9, 2009. We have not
started operations. We are developing a website
(www.victoriainternetservices.com) that will allow our customers to communicate
on a real time basis with our team of tax preparers from the comfort of home of
the office. We have not generated any revenues and the only operation we have
engaged in is the development of a business plan. Our business address is at
2470 East 16th Street, Brooklyn, NY 11235. Our telephone number is 718-
344-0866.
We have only begun operations in a very limited capacity and will not begin
full operations till the completion of this offering. Our plan of operation is
forward-looking and there is no assurance that we will ever begin operations. We
are a development stage company and have earned $400 in revenue since our
inception on October 9, 2009. It is likely that we will not be able to achieve
profitability and will have to cease operations due to the lack of funding.
SERVICES
Upon completion of our website we will provide an interactive environment
that will allow our customers to communicate on a real time basis with our team
of tax preparers from their home, office or anywhere. Our tax preparers will
collect all income and financial information from our customers online and
answer all their questions real time as well. All of our tax preparers will have
an internet camera so that the customer can see them and feel like they were in
the office with the tax preparer. Upon completion of the online real time
session we will electronically file our customers tax return. We will charge a
fee for this service which will be paid online by credit card.
In the beginning of our business operations, we plan to advertise our
business on local billboards, local news paper and the internet that will
promote our business. We intend to open our office in Brooklyn, New York. The
office will accommodate between 5-10 tax preparers ("TP"). Each TP will be
provided with a computer, internet camera and telephone. Each TP will be
qualified to file individual and corporate tax returns.
17
We have no plans to change our planned business activities or to combine
with another business, and we are not aware of any events or circumstances that
might cause these plans to change. We have not yet begun operations and will not
begin operations until we have completed this offering. Our plan of operation is
forward looking and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of success of
our operations or the acceptance of our products or advisory services by the
public.
STRATEGY
We intend to open a Real Time On-Line Income Tax Preparation service.
Currently, we do not have any customers or any contracts for our services. We
also have not yet commenced any operations.
MARKET
We intend to initially target New York City. In our first year of
operation, we plan to open one location. Customers will pay for our goods and
services with credit card.
REGULATORY REQUIREMENTS
We might be required to obtain special licenses, or meet special regulatory
requirements before establishing our business, other than a business license. If
new government regulations, laws, or licensing requirements are passed that
would restrict or eliminate delivery of any of our intended services, then our
business may suffer. If we cannot hire enough qualified tax preparers then our
business may suffer as well.
MARKETING
Initially, our services will be promoted by Mr. Leon Golden who has many
years as a tax preparer. He will discuss our services with his friends and
business associates. We also anticipate utilizing other marketing avenues in our
attempt to make our services known to the general public and attract potential
customers. These marketing activities will be designed to inform potential
customers about the benefits of using our services and may include the
following: development and distribution of marketing literature; direct mail and
email advertising; billboards advertisement and, promotion of our web site.
WEBSITE MARKETING STRATEGY
We intend to promote our website by displaying it on our business cards,
flyers and brochures. We intend to attract traffic to our website by a variety
of online marketing tactics such as registering with top search engines using
selected key words (meta tags) and utilizing link and banner exchange options.
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REVENUE
We intend to generate revenues by selling our tax preparation services.
Therefore, we will require substantial start-up capital in order to setup our
interactive online site and begin operations. Leon Golden, our president, will
be devoting approximately 20 hours a week of his time to our operations. Once we
begin operations Mr. Golden agreed to commit more time as required. Because Mr.
Golden will only be devoting limited time to our operations, our operations may
be sporadic and occur at times which are convenient to Mr. Golden. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in
the future. Because we do not have any insurance, 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; IDENTIFICATION OF CERTAIN SIGNIFICANT 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.
OFFICES
Our business office is located at 2470 East 16th Street Brooklyn NY 11235.
Our officer has provided office services without charge. Our telephone number is
(718) 334-0866. Upon the completion of our offering, we intend to establish an
office elsewhere. As of the date of this prospectus, we have not sought or
selected a new office sight.
GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation
and we do not believe that government regulation will have a material impact on
the way we conduct our business.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole director will serve until his successor is elected and qualified.
Our sole officer is elected by the board of directors to a term of one (1) year
and serves until his or her successor is duly elected and qualified, or until he
or she is removed from office. The board of directors has no nominating,
auditing or compensation committees.
19
The name, address, age and position of our present officers and directors
are set forth below:
Name and Address Age Position(s)
- ---------------- --- -----------
Leon Golden 37 President, Principal Executive Officer, Secretary,
2470 East 16th Street Treasurer, Principal Financial Officer, Principal
Brooklyn, NY 11235 Accounting Officer and sole member of the Board of
Directors.
The person named above has held his offices/positions since inception of
our company and are expected to hold his offices/positions until the next annual
meeting of our stockholders.
BACKGROUND OF OFFICERS AND DIRECTORS
Leon Golden - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER,
CHIEF FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER AND OUR SOLE DIRECTOR.
Since October 9, 2009, Mr. Golden has been our President, Chief Executive
Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting
Officer and sole member of our Board of Directors. Since graduating Brooklyn
College 1986 Mr.Golden has been working as a accountant for various Public
Accounting firms in the New York area.
Mr. Golden devotes approximately 20 hours per week to our operations, and
will devote additional time as required. Mr. Golden is not an officer or
director of any other reporting company.
During the past five years, Mr. Golden has not been the subject of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Golden 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. Golden'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.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we have no
operations, at the present time, we believe the services of a financial expert
are not warranted.
20
CONFLICTS OF INTEREST
The only conflict that we foresee are that our sole officer and director
will devote time to projects that do not involve us.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from our
inception on October 9, 2009 to December 31, 2009 to our officer. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any. The
compensation discussed addresses all compensation awarded to, earned by, or paid
or named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
Non-Equity Nonqualified
Incentive Deferred
Name and Stock Option Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
- --------- ---- ------ ----- ------ ------ ------------ -------- ------------ -----
Leon Golden 2009 0 0 0 0 0 0 0 0
President
We have no employment agreements with our sole officer and director. We do
not contemplate entering into any employment agreements until such time as we
begin profitable operations.
The compensation discussed herein addresses all compensation awarded to,
earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers and directors other than as
described herein.
COMPENSATION OF DIRECTORS
The member of our board of directors is not compensated for his services as
a director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.
DIRECTOR'S COMPENSATION TABLE
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Cash Awards Awards Compensation Earnings Compensation Total
Name Year (US$) (US$) (US$) (US$) (US$) (US$) (US$)
---- ---- ---- ------ ------ ------------ -------- ------------ -----
Leon Golden 2009 0 0 0 0 0 0 0
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LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Nevada law, we
are informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the
total number of shares owned beneficially by our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what their ownership will
be assuming completion of the sale of all shares in this offering . The
stockholders listed below have direct ownership of their shares and possesses
sole voting and dispositive power with respect to the shares.
Percentage of
Number of Shares Ownership After
Number of Percentage of After Offering the Offering
Name and Address Shares Before Ownership Before Assuming all of the Assuming all of the
Beneficial Owner [1] the Offering the Offering Shares are Sold Shares are Sold
- -------------------- ------------ ------------ --------------- ---------------
Leon Golden 4,000,000 100% 4,000,000 44.5%
- ----------
[1] The person named above may be deemed to be a "PARENT" and "PROMOTER" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his/its direct and indirect stock holdings. Mr.
Migunov is the only "PROMOTER" of our company.
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FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 4,000,000 shares of common stock were issued to our sole officer
and director, all of which are restricted securities, as defined in Rule 144 of
the Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing six months after their
acquisition. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
There is no public trading market for our common stock. There are no
outstanding options or warrants to purchase, or securities convertible into, our
common stock. There is one holder of record for our common stock. The record
holder is our sole officer and director who owns 4,000,000 restricted shares of
our common stock.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.0000001 per share. The holders of our common stock:
- have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
- are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
- do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
- are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
All shares of common stock now outstanding are fully paid for and
non-assessable and all shares of common stock that are the subject of this
offering, when issued, will be fully paid for and non-assessable. We refer you
to our Articles of Incorporation, Bylaws and the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities of
holders of our securities.
PREFERRED STOCK
Currently no preferred shares are issued and outstanding.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 44.5% of our outstanding shares.
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CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the affect of
delaying or preventing a change in control.
REPORTS
After we complete this offering, we will not be required to furnish you
with an annual report. Further, we will not voluntarily send you an annual
report. We will be required to file reports with the SEC under section 15(d) of
the Securities Act. The reports will be filed electronically. The reports we
will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of
any materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We do not have stock transfer agent appointed at this time.
CERTAIN TRANSACTIONS
In November 2009, we issued a total of 4,000,000 shares of restricted
common stock to Leon Golden, our sole officer and director in consideration of
$20,000.
Further, Mr. Golden has advanced funds to us. As of December 31 2009, Mr.
Golden advanced us $413 The loan is non-interest bearing, due upon demand and
unsecured.
LITIGATION
We are not currently a party to any legal proceedings. Our address for
service of process is at 2470 East 16th Street Brooklyn NY, 11235.
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EXPERTS
Our financial statements for the period from inception to December 31,
2009, included in this prospectus have been audited by Silberstein Ungar, PLLC
as set forth in their report included in this prospectus. Their report is given
upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Scott P. Doney of 3273 E. Warm Springs Las Vegas, NV has provided an
opinion on the validity of our common stock. We have retained her solely for the
purpose of providing this opinion and review our registration statement.
FINANCIAL STATEMENTS
Our fiscal year end is December 31. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared either internally or by an outside accounting firm, and then will be
audited by an independent PCAOB registered CPA firm (presently, Silberstein
Ungar, PLLC).
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VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
DECEMBER 31, 2009
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of December 31, 2009 F-2
Statement of Operations for the period from October 9, 2009
(Date of Inception) to December 31, 2009 F-3
Statement of Stockholder's Equity as of December 31, 2009 F-4
Statement of Cash Flows for the period from October 9, 2009
(Date of Inception) to December 31, 2009 F-5
Notes to the 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 Board of Directors of
Victoria Internet Services, Inc.
Brooklyn, New York
We have audited the accompanying balance sheet of Victoria Internet Services,
Inc. (the "Company") as of December 31, 2009, and the related statements of
operations, stockholder's equity, and cash flows for the period from October 9,
2009 (Date of Inception) through December 31, 2009. 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 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Victoria Internet Services,
Inc. as of December 31, 2009 and the results of its operations and its cash
flows for the period from October 9, 2009 (Date of Inception) through December
31, 2009 in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has limited working capital, has received
limited revenue from sales of products or services, and has incurred losses from
operations. 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 2. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
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Bingham Farms, Michigan
February 23, 2010
F-1
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2009
December 31, 2009
-----------------
ASSETS
Current Assets
Cash and cash equivalents $ 13,900
--------
Total Assets $ 13,900
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 6,000
Loan from shareholder 413
--------
Total Liabilities 6,413
--------
Stockholder's Equity
Common stock, par value $0.0000001; 100,000,000 shares
authorized, 4,000,000 shares issued and outstanding 1
Additional paid in capital 19,999
Deficit accumulated during the development stage (12,513)
--------
Total Stockholder's Equity 7,487
--------
Total Liabilities and Stockholder's Equity $ 13,900
========
See accompanying notes to financial statements.
F-2
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2009
For the period from
October 9, 2009
(Inception) to
December 31,
2009
-----------
REVENUES $ 400
-----------
OPERATING EXPENSES
Professional fees 6,000
Consulting fees 5,000
Web Development 1,500
Incorporation costs 413
-----------
TOTAL OPERATING EXPENSES 12,913
-----------
NET LOSS FROM OPERATIONS (12,513)
PROVISION FOR INCOME TAXES 0
-----------
NET LOSS $ (12,513)
===========
NET LOSS PER SHARE: BASIC AND DILUTED (0.01)
===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED 1,831,325
===========
See accompanying notes to financial statements.
F-3
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2009
Deficit
accumulated
Common stock Additional during the
------------------- paid-in development
Shares Amount capital stage Total
------ ------ ------- ----- -----
Inception, October 9, 2009 -- $ -- $ -- $ -- $ --
Shares issued for cash at
$0.005 per share 4,000,000 1 19,999 -- 20,000
Net loss for the period ended
December 31, 2009 -- -- -- (12,513) (12,513)
--------- ------ -------- --------- --------
Balance, December 31, 2009 4,000,000 $ 1 $ 19,999 $ (12,513) $ 7,487
========= ====== ======== ========= ========
See accompanying notes to financial statements.
F-4
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2009
For the period from
October 9, 2009
(Inception) to
December 31,
2009
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(12,513)
Changes in assets and liabilities:
Increase in accrued expenses 6,000
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (6,513)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 20,000
Loan from shareholder 413
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 20,413
--------
NET INCREASE IN CASH 13,900
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 13,900
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Victoria Internet Services, Inc. ("the Company") was incorporated under the laws
of the State of Nevada, U.S. on October 9, 2009. The Company is in the
development stage as defined under Statement on Financial Accounting Standards
No. 7, Development Stage Enterprises ("SFAS No.7") (ASC 915-10) and it intends
to design and construct eco-friendly self assembly housing and storage
structures. The Company's 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.
NOTE 2 - GOING CONCERN
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $12,513 as of December 31, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
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.
Use of Estimates and Assumptions
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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Foreign Currency Translation
The Company's functional currency is the Canadian dollar and its reporting
currency is the U.S. dollar.
Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these 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.
F-6
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of December 31, 2009.
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 a December 31 fiscal year end.
Dividends
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during any of the periods shown.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when
incurred. The Company incurred advertising expense of $0 during the year ended
December 31, 2009.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
F-7
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
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.
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.
Stock-Based Compensation
As of December 31, 2009, the Company has not issued any stock-based payments to
its employees.
The Company uses the modified prospective method of accounting for stock-based
compensation. Under this transition method, stock compensation expense includes
compensation expense for all stock-based compensation awards granted on or after
January 1, 2006, based on the estimated grant-date fair value.
NOTE 4 - ACCRUED EXPENSES
Accrued expenses at December 31, 2009 consisted of amounts owed to the Company's
outside independent auditors and lawyers for services rendered for periods
reported on in these financial statements.
F-8
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 5 - COMMON STOCK
The authorized capital of the Company is 100,000,000 common shares with a par
value of $ 0.0000001 per share.
In November 2009, the Company issued 4,000,000 shares of common stock at a price
of $0.005 per share for total cash proceeds of $20,000.
There were 4,000,000 shares of common stock issued and outstanding as of
December 31, 2009.
NOTE 6 - INCOME TAXES
As of December 31, 2009, the Company had net operating loss carry forwards of
approximately $12,513 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The provision for Federal income tax consists of the following:
December 31, 2009
-----------------
Refundable Federal income tax attributable to:
Current Operations $ 4,254
Less: valuation allowance (4,254)
-------
Net provision for Federal income taxes $ 0
=======
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
December 31, 2009
-----------------
Deferred tax asset attributable to:
Net operating loss carryover $ 4,254
Less: valuation allowance (4,254)
-------
Net deferred tax asset $ 0
=======
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of $12,513 for federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur
net operating loss carry forwards may be limited as to use in future years.
F-9
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 7 - LOAN FROM SHAREHOLDER
On October 9, 2009, the sole Director and President Leon Golden loaned the
Company $413. The loan is unsecured, non-interest bearing, and due on demand.
The balance due to the shareholder is $413 as of December 31, 2009.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to December 31, 2009 and has determined that it does not have any
material subsequent events to disclose in these financial statements.
F-10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering (assuming all shares are sold), all
of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 3.56
Printing Expenses $ 97.21
Accounting Fees and Expenses $ 600.00
Auditor Fees and
Expenses $3,500.00
Legal Fees and Expenses $2,000.00
Transfer Agent Fees $1,300.00
---------
TOTAL $7,500.77
=========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officer of the Registrant is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:
1. Article XII of the Bylaws of the company, filed as Exhibit 3.2 to the
Registration Statement.
2. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control person,
officer or director from liability, thereby making the company responsible for
any expenses or damages incurred by such control person, officer or director in
any action brought against them based on their conduct in such capacity,
provided they did not engage in fraud or criminal activity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were
not registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
Leon Golden November 24, 2009 4,000,000 $20,000.00
II-1
We issued the foregoing restricted shares of common stock to our sole officer
and director pursuant to Section 4(2) of the Securities Act of 1933. He is a
sophisticated investor, is our sole officer and director, and is in possession
of all material information relating to us. Further, no commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation S-K.
Exhibit No. Document Description
----------- --------------------
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion of Scott P. Doney, Esq Attorney At Law
23.1 Consent of Silberstein Ungar, PLLC
ITEM 17. UNDERTAKINGS
A. 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 to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in maximum aggregate offering price set forth in the
"CALCULATION OF REGISTRATION FEE" table in the effective
registration statement; and
(c) include any additional or changed material information with
respect to the plan of distribution.
II-2
(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 which remain unsold at the
termination of the offering.
(4) For the purpose of determining liability under the Securities Act to
any purchaser:
Each prospectus filed pursuant to Rule 424(b) under the Securities Act
as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (ss.ss.230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. PROVIDED HOWEVER, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) For the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424 of this chapter;
(b) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(c) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
II-3
(d) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has 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 the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
II-4
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 city of Brooklyn NY on this 5th
day of March, 2010.
VICTORIA INTERNET SERVICES
BY: /s/ Leon Golden
----------------------------------------------------
Leon Golden, President, Principal Executive Officer,
Secretary, Treasurer, Principal Financial Officer,
Principal Accounting Officer and sole member of the
Board of Directors.
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 indicated.
/s/ Leon Golden
----------------------------------------------------
Leon Golden, President, Principal Executive Officer,
Secretary, Treasurer, Principal Financial Officer,
Principal Accounting Officer and sole member of the
Board of Directors.
March 5, 2010
II-5
EXHIBIT INDEX
Exhibit No. Document Description
----------- --------------------
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion of Scott P. Doney, Esq Attorney At Law
23.1 Consent of Silberstein Ungar, PLLC