AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 2008
REGISTRATION NO. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
NEVADA PROCESSING SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 20-4959207
------------------------------- -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7389
----------------------------
(Primary Standard Industrial
Classification Number)
----------------------------
9646 Giddings
Las Vegas, NV 89148
(702) 334-4008
----------------------------------------------------------------
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Chad Guidry
9646 Giddings
Las Vegas, NV 89148
(702) 334-4008
--------------------------------------------------------
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES OF ALL CORRESPONDENCE TO:
THOMAS C. COOK, ESQ.
LAW OFFICES OF THOMAS C. COOK
500 N. RAINBOW BLVD., SUITE 300
LAS VEGAS, NV 89107
PHONE: (702) 221-1925
FAX: (702) 221-1926
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered
On a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
Indicate by check mark whether the registrant is a large accelerated
filer, 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
Calculation of Registration Fee
============================================================================
TITLE OF EACH PROPOSED
CLASS OF PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
Common stock
$0.001 par value 275,000 $0.01 $ 2,750 $ 0.11
Common stock, 8,726,900 (3) $0.01 $ 87,269 $ 3.43
$0.001 par value
issuable upon
conversion of Series
A convertible
Preferred stock
---------------------------------------------------------
TOTAL 9,001,900 $0.01 $ 90,019 $ 3.54
============================================================================
(1) Represents common shares currently outstanding to be sold by the selling
security holders.
(2) There is no current market for the securities and the price at which the
shares held by the selling security holders will be sold is unknown.
Although the registrant's common stock has a par value of $0.001, the
registrant believes that the calculations of $0.01 per share is a bona fide
estimate of the offering price in accordance with Rule 457(a). 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.
(3) Represents shares of common stock issuable in connection with the
conversion of our Series A Callable and Convertible Preferred stock. The
registrant sold 872,690 non-voting Callable and Convertible Preferred stock
at its inception to finance its operations. These Series A Preferred shares
are convertible into shares of our common stock at a ratio of two hundred
shares of common stock for each share of Series A Preferred stock.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
ii
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2008
PROSPECTUS
Nevada Processing Solutions, Inc.
9,001,900 SHARES
COMMON STOCK
The selling shareholders named in this Prospectus are offering all of the
shares of common stock offered through this Prospectus.
Our common stock is presently not traded on any market or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A
HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON BEGINNING ON
PAGE 3.
The information in this Prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This Prospectus
is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.
The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We determined this offering
price based upon the price of the last sale of our common stock to investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this Prospectus. Any representation to the
contrary is a criminal offence.
The date of this Prospectus is November 4, 2008.
1
Table of Contents
Part I
PROSPECTUS SUMMARY...................................................... 3
OUR COMPANY............................................................. 3
ABOUT THIS OFFERING..................................................... 4
SELECTED FINANCIAL INFORMATION.......................................... 5
RISK FACTORS............................................................ 6
RISK FACTORS RELATING TO OUR COMPANY.................................... 6
OTHER RISK FACTORS......................................................14
FORWARD-LOOKING STATEMENTS..............................................17
USE OF PROCEEDS.........................................................18
DETERMINATION OF THE OFFERING PRICE.....................................18
SELLING SECURITY HOLDERS................................................18
PLAN OF DISTRIBUTION....................................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................34
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........35
DESCRIPTION OF SECURITIES ..............................................37
DIVIDEND POLICY.........................................................38
MARKET INFORMATION......................................................40
WHERE YOU CAN FIND MORE INFORMATION.....................................40
FINANCIAL STATEMENTS....................................................41
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
RECENT SALES OF UNREGISTERED SECURITIES...............................II-2
EXHIBITS..............................................................II-4
UNDERTAKINGS..........................................................II-4
POWER OF ATTORNEY.....................................................II-7
SIGNATURES............................................................II-7
2
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this
Prospectus. This summary does not contain all the information that may be
important to you. You should read the more detailed information contained in
this prospectus, including but not limited to, the risk factors beginning on
page 3. References to "we," "us," "our," "Nevada Processing Solutions," or
the "Company" mean Nevada Processing Solutions, Inc.
Forward-Looking Statements
This Prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect,
future, intend, and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these forward-looking
statements. Our actual results may differ materially from those anticipated
in these forward-looking statements for many reasons, including the risks
faced by us described in the "Risk Factors" section and elsewhere in this
Prospectus.
Our Company
We were formed on May 30, 2006. Nevada Processing Solutions, Inc. is a
startup company that processes loan for mortgage companies. Activities to
date have been limited primarily to organization, initial capitalization,
establishing an appropriate operating facility in Las Vegas, Nevada, and
commencing its initial operational plans. As of the date of this offering
circular, the Company has developed a business plan, established
administrative offices and started its loan processing business.
We have generated no revenues, have incurred losses since our inception on
May 30, 2006, and have relied upon the sale of our securities in unregistered
private placement transactions and cash advances from our President, Mr.
Guidry, to fund our operations. We are a development stage company and we do
not expect for the next 12 months to generate revenue which would be enough
to sustain our operations. Accordingly, for the foreseeable future, we will
continue to be dependent on additional financing in order to maintain our
operations and continue with our corporate activities. Due to the uncertainty
of our ability to meet our financial obligations and to pay our liabilities
as they become due, in their report on our financial statements for the
period from inception (May 30, 2006) to June 30, 2008, our registered
independent auditors included additional comments indicating concerns about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that led to this
disclosure by our registered independent auditors. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Our principal executive offices are located at 9646 Giddings, Las Vegas, NV
89148 and our telephone number at that address is (702) 334-4008.
3
The Offering
Securities Being Offered: Up to 9,001,900 shares of common stock
Offering Price: The selling shareholders will sell our
shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. There is no
guarantee that our shares will be quoted
for trading on the OTC Bulletin Board. We
determined this offering price based upon
the price of the last sale of our common
stock to investors.
Terms of the Offering : The selling shareholders will determine
when and how they will sell the common
stock offered in this prospectus.
Termination of the Offering: The offering will conclude when all of the
9,001,900 shares of common stock have been
sold or we, in our sole discretion, decide
to terminate the registration of the
shares. We may decide to terminate the
registration if it is no longer necessary
due to the operation of the resale
provisions of Rule 144.
Securities Issued 12,101,900 shares of our common stock are
And to be Issued: issued and outstanding as of the date of
this Prospectus. All of the common stock
to be sold under this Prospectus will be
sold by existing shareholders.
Use of Proceeds: We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
4
Selected Financial Data
The following financial information summarizes the more complete historical
financial information at the end of this Prospectus.
The summary information below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the audited financial statements and notes thereto included
elsewhere in this Prospectus.
Balance Sheet Data
For the three
month period As of
ending June 30,
Sept. 30, 2008 2008
(unaudited) (Audited)
-------------- ---------
Working Capital $ 0 $ 2,750
Total Assets $ 0 $ 2,750
Total Liabilities $ 0 $ 1,000
Income Statement Data
From
For the three May 30, 2006
month period (Inception)
ending to June 30,
Sept. 30, 2008 2008
(unaudited) (Audited)
-------------- ---------
Revenues $ 0 $ 0
Expenses $ 1,750 $ 9,763
Net (Loss) before
beneficial interest $ $ (9,763)
Beneficial Conversion Feature
of Preferred stock $ $ (706,878)
Net income (loss) $ (1,750) $ (716,641)
As of September 30, 2008, we had no working capital and an accumulated loss
before beneficial interest of $11,513 since inception.
5
RISK FACTORS
Please consider the following risk factors before deciding to invest in our
common stock.
This offering and any investment in our common stock involves a high degree
of risk. You should carefully consider the risks described below and all of
the information contained in this Prospectus before deciding whether to
purchase our common stock.
If any of the following risks actually occur, our business, financial
condition, and results of operations could be harmed. The trading price of
our common stock could decline, and you may lose all or part of your
investment in our common stock.
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.
COMPANY RISK FACTORS
- --------------------
1. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES
AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS
HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE
UNSUCCESSFUL IN OUR BUSINESS PLAN.
Our company was incorporated on May 30, 2006; we have not yet commenced
our business operations; and we have not yet realized any revenues. We have
no operating history upon which an evaluation of our future prospects can be
made. Based upon current plans, we expect to incur operating losses in
future periods as we incur significant expenses associated with the initial
startup of our business. Further, there are no assurances that we will be
successful in realizing revenues or in achieving or sustaining positive cash
flow at any time in the future. Any such failure could result in the
possible closure of our business or force us to seek additional capital
through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase
in this offering.
6
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this
registration statement, at September 30, 2008 we had no working capital and
no stockholders' equity. In addition, we had a net loss of approximately
$11,513 for the period May 30, 2006 (inception) to September 30, 2008.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period May 30, 2006 (inception) to September
30, 2008. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUES.
We have not generated any revenues, we are expect losses over the next
twelve (12) to twenty-four (24) months since we have no revenues to offset
the expenses associated in executing our business plan. We cannot guarantee
that we will ever be successful in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations as a going concern. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.
4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HIS OTHER
ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
Chad Guidry, our sole officer, does not work for us exclusively and
does not devote all of his time to our operations. Therefore, it is possible
that a conflict of interest with regard to his time may arise based on his
employment in other activities. His other activities will prevent him from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
7
Chad Guidry, the President and Director of the company, currently
devotes approximately 15-20 hours per week to company matters. The
responsibility of developing the company's business, the offering and selling
of the shares through this prospectus and fulfilling the reporting
requirements of a public company all fall upon Mr. Guidry. He has no
prior experience serving as a principal accounting officer or principal
financial officer in a public company. We have not formulated a plan to
resolve any possible conflict of interest with his other business activities.
Mr. Guidry intends to limit his role in his other business activities and
devote more of his time to Nevada Processing Services, Inc. after we attain a
sufficient level of revenue and are able to provide sufficient officers'
salaries per our business plan. In the event he is unable to fulfill any
aspect of his duties to the company we may experience a shortfall or complete
lack of sales resulting in little or no profits and eventual closure of the
business.
5. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
We will require additional funds to obtain the resources to develop and
implement a marketing and sales program and address all necessary
infrastructure concerns. We anticipate that we will require up to
approximately $100,000 to fund our continued operations. Such funds may come
from the sale of equity and/or debt securities and/or loans. It is possible
that additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. If we are
unable to obtain necessary financing, we will likely be required to curtail
our development plans which could cause the company to become dormant. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.
6. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
As of September 30, 2008, the Company had no working cash and equivalents.
The Company needs at least one hundred thousand dollars ($100,000) in order
advance its business plan.
There are no guarantees given that the Company will be able to find the
necessary financing or the necessary financing will be available, if required
or if available, will be on terms and conditions satisfactory to management.
The above outlined capital problems which could significantly affect the
value of any Common Shares and could result in the loss of an investor's
entire investment.
8
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
7. WE MAY NOT BE ABLE TO COMPETE WITH OTHER LOAN PROCESSING COMPANIES, WHO
HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The loan processing industry is highly competitive, and subject to rapid
change. We do not have the resources to compete with the large mortgage loan
processors. Competition by existing and future competitors could
result in our inability to secure profitable events. This competition from
other entities with greater resources and reputations may result in our
failure to maintain or expand our business as we may never be able to
successfully execute our business plan. Further, Nevada Processing
Services, Inc. cannot be assured that it will be able to compete successfully
against present or future competitors or that the competitive pressure it may
face will not force it to cease operations.
8. OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN A CONTROLLING
INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL
SHAREHOLDERS.
Our sole officer beneficially owns approximately or have the right to vote
approximately 92% of our outstanding common stock. As a result, our sole
officer will have the ability to control substantially all matters submitted
to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
9
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of his ownership and positions, this individual has the ability
to influence all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. In
addition, the future prospect of sales of significant amounts of shares held
by our director and executive officer could affect the market price of our
common stock if the marketplace does not orderly adjust to the increase in
shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
9. CHANGES IN CONSUMER PREFERENCES COULD REDUCE DEMAND FOR OUR SERVICES.
Any change in the preferences of our potential corporate customers that we
fail to anticipate could reduce the demand for the loan processing services we
intend to provide. Decisions about our focus and the specific services we
plan to offer are often made in advance of customers contracting us. Failure
to anticipate and respond to changes in consumer preferences and demands
could lead to, among other things, customer dissatisfaction, failure to
attract demand for our services and lower profit margins.
10. OUR BUSINESS MAY SUFFER IF WE FAIL TO MEET THE EXPECTATIONS OF OUR
CUSTOMERS.
Our business model will rely in part on referrals to, and operating in
concert with, various third parties, such as mortgage brokers, banks,
and other financial institutions. If we fail to meet the expectations of our
future customers, who include these third parties, who at the present time
are unidentified, our reputation and results of operation will be negatively
impacted.
11. CONFLICTS OF INTEREST FACED BY THE TOP MANAGEMENT OF NEVADA PROCESSING
SOLUTIONS MAY JEOPARDIZE THE BUSINESS CONTINUITY OF NEVADA PROCESSING
SOLUTIONS.
The operations of Nevada Processing Solutions depend substantially on the
skills and experience of Chad Guidry. Without employment contracts, we
may lose Mr. Guidry to other pursuits without a sufficient warning and,
consequently, go out of business. Mr. Guidry may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, this individual may face a conflict in selecting between
Nevada Processing Solutions and his other business interests. Nevada
Processing Solution has not formulated a policy for the resolution of such
conflicts.
10
12. WE DEPEND ON OUR RELATIONSHIPS WITH TRAVEL SUPPLIERS AND VENDORS AND ANY
ADVERSE CHANGES IN THESE RELATIONSHIPS COULD ADVERSELY AFFECT OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
An important component of our business success depends on the ability to
maintain its existing, as well as build new, relationships with travel
suppliers and vendors. Adverse changes in existing relationships, or our
inability to enter into new arrangements with these parties on favorable
terms, if at all, could reduce the amount, quality and breadth of
attractively priced travel products and services that we are able to offer,
which could adversely affect the business, financial condition and results of
operations.
13. IF OUR MARKETING EFFORTS ARE NOT EFFECTIVE, OUR SERVICES MAY NOT ACHIEVE
THE BROAD RECOGNITION NECESSARY TO OUR SUCCESS IN THE TARGET TERRITORIES.
We may not be able to build successfully recognition and favorable perception
of our services in a manner that will enable us to expand our business in a
cost-effective or timely manner. If our services will not be received
favorably by our customers, our reputation could be damaged. The lack of
market acceptance of our services will not allow us to generate satisfactory
net sales and could harm our business.
14. AN INCREASE IN INTEREST RATES COULD HARM OUR BUSINESS.
An increase in interest rates could result in a reduction of loan volume and
subsequently a decrease in demand for our loan processing services. Our
business is sensitive to market conditions. As the market for mortgage loans
decrease, the demand for our services would decrease accordingly.
15. TECHNOLOGY FAILURES COULD DAMAGE OUR BUSINESS OPERATIONS AND INCREASE
OUR COSTS.
The financial services industry as a whole is characterized by rapidly
changing technologies, and system disruptions and failures may interrupt or
delay our ability to provide services to our customers. The secure
transmission of confidential information over the Internet is essential to
our maintaining consumer confidence in certain of our services. Security
breaches, acts of vandalism and developments in computer capabilities could
result in a compromise or breach of the technology that we use to protect our
customers' personal information and transaction data. Consumers generally
are concerned with security breaches and privacy on the Internet, and
Congress or individual states could enact new laws regulating the electronic
commerce market that could adversely affect us.
11
16. FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN
ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.
It may be time consuming, difficult, and costly for us to develop and
implement the additional internal controls, processes and reporting
procedures required by the Sarbanes-Oxley Act. We may need to hire additional
financial reporting, internal auditing, and other finance staff in order to
develop and implement appropriate additional internal controls, processes,
and reporting procedures. If we are unable to comply with these requirements
of the Sarbanes-Oxley Act, we may not be able to obtain the independent
accountant certifications that the Sarbanes-Oxley Act requires of publicly
traded companies.
If we fail to comply in a timely manner with the requirements of Section 404
of the Sarbanes-Oxley Act regarding internal control over financial reporting
or to remedy any material weaknesses in our internal controls that we may
identify, such failure could result in material misstatements in our
financial statements, cause investors to lose confidence in our reported
financial information and have a negative effect on the trading price of our
common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC
regulations, beginning with our annual report on Form 10-K for our fiscal
period ending July 31, 2008, we will be required to prepare assessments
regarding internal controls over financial reporting and beginning with our
Annual Report on Form 10-K for our fiscal period ending July 31, 2008,
furnish a report by our management on our internal control over financial
reporting. We have begun the process of documenting and testing our internal
control procedures in order to satisfy these requirements, which is likely to
result in increased general and administrative expenses and may shift
management time and attention from revenue-generating activities to
compliance activities. While our management is expending significant
resources in an effort to complete this important project, there can be no
assurance that we will be able to achieve our objective on a timely basis.
There also can be no assurance that our auditors will be able to issue an
unqualified opinion on management's assessment of the effectiveness of our
internal control over financial reporting. Failure to achieve and maintain an
effective internal control environment or complete our Section 404
certifications could have a material adverse effect on our stock price.
In addition, in connection with our on-going assessment of the effectiveness
of our internal control over financial reporting, we may discover "material
weaknesses" in our internal controls as defined in standards established by the
Public Company Accounting Oversight Board, or the PCAOB. A material weakness is
a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.
12
The PCAOB defines "significant deficiency" as a deficiency that results in
more than a remote likelihood that a misstatement of the financial statements
that is more than inconsequential will not be prevented or detected.
In the event that a material weakness is identified, we will employ qualified
personnel and adopt and implement policies and procedures to address any
material weaknesses that we identify. However, the process of designing and
implementing effective internal controls is a continuous effort that requires
us to anticipate and react to changes in our business and the economic and
regulatory environments and to expend significant resources to maintain a
system of internal controls that is adequate to satisfy our reporting
obligations as a public company. We cannot assure you that the measures we
will take will remediate any material weaknesses that we may identify or that
we will implement and maintain adequate controls over our financial process
and reporting in the future. Any failure to complete our assessment of our
internal control over financial reporting, to remediate any material
weaknesses that we may identify or to implement new or improved controls, or
difficulties encountered in their implementation, could harm our operating
results, cause us to fail to meet our reporting obligations, or result in
material misstatements in our financial statements. Any such failure could
also adversely affect the results of the periodic management evaluations of
our internal controls and, in the case of a failure to remediate any material
weaknesses that we may identify, would adversely affect the annual auditor
attestation reports regarding the effectiveness of our internal control over
financial reporting that are required under Section 404 of the Sarbanes-Oxley
Act. Inadequate internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative
effect on the trading price of our common stock.
17. WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY,
WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING RESULTS.
The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by
the Securities and Exchange Commissions, the NASDAQ National Market and the
Public Company Accounting Oversight Board have imposed various new
requirements on public companies, including requiring changes in corporate
governance practices. We expect these rules and regulations to increase our
legal and financial compliance costs and to make some activities more time-
consuming and costly. These costs could affect profitability and our results
of operations.
13
RISK FACTORS RELATING TO OUR COMMON STOCK AND THIS OFFERING
- -----------------------------------------------------------
18. THERE IS NO PUBLIC (TRADING) MARKET FOR OUR COMMON STOCK AND THERE IS NO
ASSURANCE THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE OR
DEALERS' NETWORK; THEREFORE, OUR INVESTORS MAY NOT BE ABLE TO SELL THEIR
SHARES.
Our common stock is not listed on any exchange or quoted on any similar
quotation service, and there is currently no public market for our common
stock. We have not taken any steps to enable our common stock to be quoted on
the OTC Bulletin Board, and can provide no assurance that our common stock
will ever be quoted on any quotation service or that any market for our
common stock will ever develop. As a result, stockholders may be unable to
liquidate their investments, or may encounter considerable delay in selling
shares of our common stock. Neither we nor our selling stockholders have
engaged an underwriter for this offering, and we cannot assure you that any
brokerage firm will act as a market maker of our securities. A trading market
may not develop in the future, and if one does develop, it may not be
sustained. If an active trading market does develop, the market price of our
common stock is likely to be highly volatile due to, among other things, the
nature of our business and because we are a new public company with a limited
operating history. Further, even if a public market develops, the volume of
trading in our common stock will presumably be limited and likely be
dominated by a few individual stockholders. The limited volume, if any, will
make the price of our common stock subject to manipulation by one or more
stockholders and will significantly limit the number of shares that one can
purchase or sell in a short period of time. The market price of our common
stock may also fluctuate significantly in response to the following factors,
most of which are beyond our control:
o variations in our quarterly operating results;
o changes in general economic conditions and in the mortgage industry;
o announcements by us or our competitors of significant new contracts,
acquisitions, strategic partnerships or joint ventures, or capital
commitments;
o loss of a major customer, partner or joint venture participant; and
o the addition or loss of key managerial and collaborative personnel.
The equity markets have, on occasion, experienced significant price and
volume fluctuations that have affected the market prices for many companies'
securities and that have often been unrelated to the operating performance of
these companies. Any such fluctuations may adversely affect the market price
of our common stock, regardless of our actual operating performance. As a
result, stockholders may be unable to sell their shares, or may be forced to
sell them at a loss.
14
19. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
15
20. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
21. WE DO NOT INTEND TO PAY DIVIDENDS AND THERE WILL BE LESS WAYS IN WHICH
YOU CAN MAKE A GAIN ON ANY INVESTMENT IN NEVADA PROCESSING SOLUTIONS, INC.
We have never paid any cash dividends and currently do not intend to pay any
dividends for the foreseeable future. To the extent that we require
additional funding currently not provided for in our financing plan, our
funding sources may likely prohibit the payment of a dividend. Because we do
not intend to declare dividends, any gain on an investment in Nevada
Processing Solutions will need to come through appreciation of the stock's
price.
22. THE SELLING STOCKHOLDERS MAY SELL THEIR SHARES OF COMMON STOCK IN THE
MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE.
The selling stockholders may sell in the public market up to 9,001,900 shares
of common stock being registered in this offering. That means that up to
9,001,900 shares may be sold pursuant to this registration statement. Such
sales may cause our stock price to decline. The officers and directors of the
Company and the non-registered shareholders will continue to be subject to
the provisions of various insider trading and rule 144 regulations.
Consequently, if shareholders are selling shares pursuant to the prospectus
underlying this registration statement, it may be more difficult for us to
sell equity securities or equity-related securities in the future at a time
and price that our management deems acceptable or at all as public market
sales by our shareholder may deflate the market price of our stock.
16
23. THE SALE OF MATERIAL AMOUNTS OF COMMON STOCK UNDER THE ACCOMPANYING
REGISTRATION STATEMENT COULD ENCOURAGE SHORT SALES BY THIRD PARTIES.
In many circumstances the issuance of securities for companies that are
traded on the OTCBB has the potential to cause a significant downward
pressure on the price of common stock. This is especially the case if the
shares being placed into the market exceed the market's ability to take up
the increased stock or if we have not performed in such a manner to show that
the debt raised will be used to grow the Company. Such an event could place
further downward pressure on the price of common stock.
If there are significant short sales of our stock, the price decline that
would result from this activity will cause our share price to decline more so
which in turn may cause long holders of our stock to sell their shares
thereby contributing to sales of stock in the market. If there is an
imbalance on the sell side of the market for our stock the price will
decline. It is not possible to predict if the circumstances where by a short
sales could materialize or to what our share price could drop. In some
companies that have been subjected to short sales their stock price has
dropped to near zero. We cannot provide any assurances that this situation
will not happen to us.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements which involve assumptions
and describe our future plans, strategies, and expectations, are generally
identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend," or "project" or the negative
of these words or other variations on these words or comparable terminology.
These statements are expressed in good faith and based upon a reasonable
basis when made, but there can be no assurance that these expectations will
be achieved or accomplished.
Such forward-looking statements include statements regarding, among other
things, (a) the potential markets for our products, our potential
profitability, and cash flows (b) our growth strategies, (c) anticipated
trends in the eyewear retailing industry, (d) our future financing plans and
(e) our anticipated needs for working capital. This information may involve
known and unknown risks, uncertainties, and other factors that may cause our
actual results, performance, or achievements to be materially different from
the future results, performance, or achievements expressed or implied by any
forward-looking statements. These statements may be found under "Management's
Plan of Operation" and "Description of Our Business and Properties," as well
as in this prospectus generally. Actual events or results may differ
materially from those discussed in forward-looking statements as a result of
various factors, including, without limitation, the risks outlined under
"Risk Factors" and matters described in this prospectus generally. In light
of these risks and uncertainties, there can be no assurance that the forward-
looking statements contained in this filing will in fact occur. In addition
to the information expressly required to be included in this filing, we will
provide such further material information, if any, as may be necessary to
make the required statements, in light of the circumstances under which they
are made, not misleading.
17
Although forward-looking statements in this Report reflect the good faith
judgment of our management, forward-looking statements are inherently subject
to known and unknown risks, business, economic, and other risks and
uncertainties that may cause actual results to be materially different from
those discussed in these forward-looking statements. Readers are urged not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this Report. We assume no obligation to update any forward-
looking statements in order to reflect any event or circumstance that may
arise after the date of this Report, other than as may be required by
applicable law or regulation. Readers are urged to carefully review and
consider the various disclosures made by us in our reports filed with the
Securities and Exchange Commission which attempt to advise interested parties
of the risks and factors that may affect our business, financial condition,
results of operation, and cash flows. If one or more of these risks or
uncertainties materialize, or if the underlying assumptions prove incorrect,
our actual results may vary materially from those expected or projected. We
will have little likelihood of long-term success unless we are able to
continue to raise capital from the sale of our securities until, if ever, we
generate positive cash flow from operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this Prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We determined this offering
price, based upon the price of the last sale of our common stock to
investors.
Dilution
- --------
The common stock to be sold by the selling shareholders is common stock that
is currently issued and outstanding. Accordingly, there will be no dilution
to our existing shareholders.
SELLING SECURITY HOLDERS
The selling shareholders named in this Prospectus are offering all of the
9,001,900 shares of common stock offered through this Prospectus.
18
The following table provides as of the date of this Prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this Offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the Offering; and
4. the percentage owned by each upon completion of the Offering.
Total
shares Total Total
held Number of Shares
including Shares to to be Percent
issuable be Owned Owned
upon full Offered for Upon Upon
Conversion Selling Completion Completion
and/or Shareholder of this of this
Name of Selling Stockholder(1) exercise Account(2) Offering Offering(3)
- ----------------------------- -------- ----------- ---------- -----------
Aldrich, Jessica 15,000 15,000 15,000 Nil
Beel, Valarie 10,000 10,000 10,000 Nil
Bishop, Jacquelyn 9,000 9,000 9,000 Nil
Bishop, Jamie 10,500 10,500 10,500 Nil
Colello, Anthony 12,500 12,500 12,500 Nil
Colton, Craig 15,000 15,000 15,000 Nil
Jacobson, Janice 10,000 10,000 10,000 Nil
Jacobson, Ray 12,000 12,000 12,000 Nil
Jesky, Rick 5,000 5,000 5,000 Nil
Larson, Jared 9,500 9,500 9,500 Nil
Manteris, Nicholas 15,000 15,000 15,000 Nil
Martin, Patricia 15,000 15,000 15,000 Nil
Meadows, Evelyn 15,000 15,000 15,000 Nil
Means, Craig 15,000 15,000 15,000 Nil
Murtha, Kevin 15,000 15,000 15,000 Nil
Patterson, Don 5,000 5,000 5,000 Nil
Patterson, James 5,000 5,000 5,000 Nil
Patterson, Lilia 5,000 5,000 5,000 Nil
Patterson, Michael 5,000 5,000 5,000 Nil
Sandoval, Robert 15,000 15,000 15,000 Nil
Seymour, Candace 15,000 15,000 15,000 Nil
Stewart, Patricia 15,000 15,000 15,000 Nil
Sullivan, Brian 15,000 15,000 15,000 Nil
Wright, Douglas 11,500 15,000 15,000 Nil
Processing Pros, Inc. 8,726,900 8,726,900 -
TOTAL 9,001,900 9,001,900 275,000
19
The named party beneficially owns and has sole voting and investment power
over all shares or rights to these shares. The numbers in this table assume
that none of the selling shareholders sells shares of common stock not being
offered in this Prospectus or purchases additional shares of common stock,
and assumes that all shares offered are sold. The percentages are based on
12,101,900 shares of common stock outstanding on the date of this Prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years; or,
2. has ever been one of our officers or Directors.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
The selling shareholders will sell their shares at $0.01 per share until the
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. There is no guarantee that our
shares will be quoted on the OTC Bulletin Board. We determined this offering
price arbitrarily based upon the price of the last sale of our common stock
to investors.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire
the common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the
selling shareholders to sell a specified number of shares at a stipulated
price per share and, to the extent such broker or dealer is unable to do so
acting as agent for the selling shareholders, to purchase, as principal, any
unsold shares at the price required to fulfill the respective broker's or
dealer's commitment to the selling shareholders. Brokers or dealers who
acquire shares as principals may thereafter resell such shares from time to
time in transactions in a market or on an exchange, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such re-sales may pay or receive
commissions to or from the purchasers of such shares. These transactions may
involve cross and block transactions that may involve sales to and through
other brokers or dealers. If applicable, the selling shareholders may
distribute shares to one or more of their partners who are unaffiliated with
us. Such partners may, in turn, distribute such shares as described above. We
can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
20
We are bearing all costs relating to the registration of the common stock.
The selling shareholders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the common
stock.
The selling shareholders must comply with the requirements of the Securities
Act and the Securities Exchange Act in the offer and sale of the common
stock. In particular, during such times as the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law and
may, among other things:
a) Not engage in any stabilization activities in connection with our common
stock;
b) Furnish each broker or dealer through which common stock may be offered,
such copies of this Prospectus, as amended from time to time, as may be
required by such broker or dealer; and
c) Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks.
Penny stocks are generally equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by
the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, deliver a standardized
risk disclosure document prepared by the Commission, which:
o contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
o contains a description of the broker's or dealer's duties to the customer
and the rights and remedies available to the customer with respect to a
violation of such duties;
o contains a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
o contains a toll-free telephone number for inquiries on disciplinary actions;
o defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
o contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;
21
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer:
o with bid and offer quotations for the penny stock
o the compensation of the broker-dealer and its salesperson in the
transaction;
o the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
o monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitability statement. These disclosure requirements will have
the effect of reducing the trading activity in the secondary market for our
stock because it will be subject to these penny stock rules. Therefore,
stockholders may have difficulty selling those securities.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Management's Discussion and Analysis contains various "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, regarding future events or the future financial
performance of the Company that involve risks and uncertainties. Certain
statements included in this S-1, including, without limitation, statements
related to anticipated cash flow sources and uses, and words including, but
not limited to "anticipates," "believes," "plans," "expects," "future," and
similar statements or expressions, identify forward-looking statements. Any
forward-looking statements herein are subject to risks and uncertainties in
the Company's business, including but not limited to, reliance on key
customers and competition in its markets, market demand, product performance,
technological developments, maintenance of relationships with key suppliers,
difficulties of hiring or retaining key personnel, and any changes in current
accounting rules, all of which may be beyond the control of the Company. The
Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including
those set forth therein.
Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the
financial statements included herein.
22
Business Model
- --------------
We were formed on May 30, 2006. We are a development stage company with a
business focus to help mortgage companies process their loans.
Our plan of operation is based on two main milestones:
1. Establish a customer base by focusing on mortgage brokers who wish to
outsource the loan process activities.
2. Evaluate market response to our services and develop further growth
strategy based on customer feedback..
Results of Operations
- ---------------------
From Inception on May 30, 2006, through September 30, 2008
- ----------------------------------------------------------
During the period from inception on May 30, 2006 to September 30, 2008, we
have generated no revenues. Our net loss before beneficial interest since
inception is $11,513, of which $4,500 was for accounting and audit fees and
7,013 for general and administrative expenses.
Since inception, we have sold 3,100,000 shares of common stock at $0.001 per
share to our Director for proceeds of $3,100; 275,000 shares of common stock
at $0.01 per share for total proceeds of $2,750 and 872,690 preferred shares.
As of the date of this Prospectus we have hired an attorney in relation to
this Registration Statement, and an auditor to audit our financial
statements.
Liquidity and Capital Resources
- -------------------------------
As of September 30, 2008, our total current assets were $0. As of September
30, 2008, our total liabilities were $0. We expect to incur substantial
losses over the next two years.
We have funded our operations through financing activities consisting
primarily of private placements of equity securities with existing
shareholders and outside investors and monies contributed to the Company by
our Director.
During the period from inception to September 30, 2008, proceeds were
received from the sale of common stock and preferred stock in connection with
various private placements. In addition, our Director contributed to us a
$4,790 for general working capital purposes. Our Director will not seek
reimbursement for this contributed capital.
23
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $100,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party. We
intend to try and raise capital through a private offering after this
registration statement is declared effective and our shares are quoted on the
Over the Counter Bulletin Board. There can be no assurance that additional
capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
Future Financings
- -----------------
We anticipate continuing to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares
will result in dilution to our existing shareholders. There is no assurance
that we will achieve any of additional sales of our equity securities or
arrange for debt or other financing to fund our exploration and development
activities.
We are seeking to raise a $100,000 in an offering of our common stock. In
the event we are unable to raise $100,000, we may be unable to conduct any
operations and may consequently go out of business. There are no formal or
informal agreements to attain such financing and we can not assure you that
any financing can be obtained. If we are unable to raise these funds, we
will not be able to implement any of our proposed business activities and may
be forced to cease operations.
24
The table below illustrates our business plan that constitute top priorities.
Each material event or milestone listed in the table below will be required
until revenues are generated. Each step needs to be completed before we can
move on to the next step with these milestones. Therefore, we are unable to
provide a timeline, in that, if one step is not achieved, the remaining steps
cannot be completed.
Expected manner of
occurrence or method
Event or Milestone of achievement
- ----------------------------------------- -------------------------
1. Business plan developed Our sole Officer prepares plan
2. Company completes audit financials Auditor identified/audit
prepared for June 30, 2008
3. Company files Registration Statement Registration Statement filed
with SEC in October, 2008
We need to complete the
comment phase
4. Company files required SEC reports We will need to file required
reports with the SEC to
be a fully reporting company
5. Company identifies a market maker Market Maker applies for
listing with the OTC-BB.
6. Company becomes listed on OTC-BB Market Maker makes market in
our common stock
7. Company raises funding Our sole officer seeks funding
of $100,000 to advance the
company's business plan
8. Company markets its services Our sole officer solicits
business from mortgage
brokers who desire to
outsource their loan
processing activities
9. Identify a Customer Base Through the marketing efforts
by our sole officer
10. The Company operates at a profit Customer base and sales force
in place
Off-Balance Sheet Items
- -----------------------
We currently do not have any off-balance sheet items.
25
Critical Accounting Policies
- ----------------------------
Our discussion and analysis or plan of operations is based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to income taxes and
contingencies. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.
Management believes the following critical accounting policies reflect its
more significant estimates and assumptions used in the preparation of its
financial statements.
Revenue Recognition
- -------------------
Nevada Processing Solutions is in its development stage and has yet to
realize significant revenues from operations. The Company recognizes revenue
on an accrual basis as it invoices for services. Revenue is generally
realized or realizable and earned when all of the following criteria are met:
1) persuasive evidence of an arrangement exists between the Company and our
customer(s); 2) services have been rendered; 3) our price to our customer is
fixed or determinable; and 4) collectibility is reasonably assured.
Loss per Common Share
- ---------------------
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents were determined to be antidilutive.
26
Income Taxes
- ------------
The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets
and liabilities are determined based on temporary differences between the
bases of certain assets and liabilities for income tax and financial
reporting purposes. The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax
assets. Nevada Processing Solutions establishes a valuation allowance based
upon the potential likelihood of realizing the deferred tax asset and taking
into consideration the Company's financial position and results of operations
for the current period. Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income,
could cause a change in judgment about the realizability of the related
deferred tax asset. Any change in the valuation allowance will be included in
income in the year of the change in estimate.
Common Stock Registration Expenses
- ----------------------------------
The Company considers incremental costs and expenses related to the
registration of equity securities with the SEC, whether by contractual
arrangement as of a certain date or by demand, to be unrelated to original
issuance transactions. As such, subsequent registration costs and expenses
are reflected in the accompanying financial statements as general and
administrative expenses, and are expensed as incurred.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Moore & Associates, Chartered, audited our financial statements. Since
inception, we have had no changes in or disagreements with our accountants.
DESCRIPTION OF OUR BUSINESS
You should rely only on the information contained in this prospectus or any
supplement hereto. We have not authorized anyone to provide you with
different information. If anyone provides you with different information you
should not rely on it. We are not making an offer to sell the shares in any
jurisdiction where the offer is not permitted. You should not assume that the
information contained in this Prospectus is accurate as of any date other
than the date on the front cover of this prospectus regardless of the date of
delivery of this Prospectus or any supplement hereto, or the sale of the
shares. Our business, financial condition, results of operations, and
prospects may have changed since that date.
27
Background
- ----------
We are a startup company that processes loans for mortgage companies.
We serve as an extension of a mortgage broker's loan processing team. It is
our goal to process mortgage loans through to closing. This begins when the
order is received and continues until the broker/originator has a complete
hard copy or electronic file in their hands after closing. We serve as an
extension of a mortgage broker's staff, so therefore, it is important that we
have an open channel of communications with the mortgage broker to understand
the expected roles of each party in the transaction, as well as the process
flow and expected time frames to complete the application process. We are
not a mortgage broker nor lender and are not involved in originations of
mortgages or loans.
Business Strategy
- -----------------
Our goal is to develop long-term business partnerships by providing mortgage
processing services to mortgage brokers. It is our goal to handle loan
processing from submission to funding. We plan to handle all types of loan
programs. We plan to develop the procedures necessary to process loans
accurately and professionally. We plan to strive for a 10-day close. The
loan processor fee is billed at closing on the as a third party loan
processing fee. We plan to charge approximately $500 for each loan we
process. Our services include:
o Expedite Closing Cycles. Nevada Processing Solutions will handle all
"back-end" loan processing activities associated with closing a loan:
appraisal and title/escrow ordering and follow-up, submission to
underwriting, obtaining stips, clearing of conditions, coordination
of closing and confirmation of funding.
o Upon receiving a loan package and Nevada Processing Solutions will
upload it into our system, verify that ratios, income, accuracy of
data and notify the broker of any deficiencies.
o We will review a broker's file for compliance issues and/or missing
documentation.
o We will order (depending on the Brokers needs) title work, payoffs,
appraisals, and surveys that will be required.
o We will keep the mortgage broker up to date as the loan progresses
through underwriting.
28
o Immediately upon receiving an approval, we will fax a copy and contact
the broker to discuss any conditions of the loan approval.
o After meeting the conditions, the we will monitor the status of the
file in the lender's closing department to insure the closing documents
are sent to the title company.
Further, we utilize a software program designed to track all of the steps
required to approve a mortgage loan application. As each step is completed,
the software updates the information in the applicants' file. The loan
applicant is able to determine the progress of their loan by checking the
status of the loan approval process through a secure internet site.
We plan to provide information to loan applicants as to the approval status
of their individual mortgage loan. Via a user name and password, the loan
applicants can check daily through a secure website on the progress of their
mortgage loan(s). A mortgage loan, on average, goes through twenty steps
before it is approved. The loan applicant can check the status of the
mortgage approval process as it passes through these twenty steps. It allows
the loan applicant to understand what has taken place and what needs to take
place before their mortgage funds are released.
Market
- ------
We offer loan mortgage processing and our tracking services to mortgage
companies. According to the U.S. Census Bureau 2005 Report, there are
approximately 8,967 mortgage and non-mortgage loan brokers in the U.S. In
the State of Nevada alone there are 96 mortgage and non-mortgage loan
brokers. These loan brokers who represent the future customer base of Nevada
Processing Solutions, Inc.
Plan of Operations
- ------------------
Short term goal (twelve-month period)
- -------------------------------------
The two key elements of our short term plan are to create our initial
customer base, and to utilize our software program which tracks the approval
status of loans. Our plan of operation for the next 12 months will be
focused on three major areas: (i) Operations; (ii) Marketing; and (iii)
Financing.
Operations
- ----------
We have designed a software program to track all of the steps required to
approve a mortgage loan application: We now have the infurstucture and
software program in place and ready to use.
29
Marketing
- ---------
We plan to develop a strategic marketing plan by working together with
mortgage brokers to generate awareness about our services. The marketing
plan will cover the following:
o Active promotional program including printing promotional materials,
educating mortgage brokers about our services
o Media relations program by developing a website that markets our
services;
o Developing an advertising campaign to market our services.
Financing
- ---------
As of the date of this registration statement we have raised $11,513 from
contributed capital by management and two private placements, management
believes that we will need to raise an additional $100,000 to meet our
capital requirements for at least the next 12 months and plans to keep
operating costs to a minimum until cash is available through financing or
operating activities. We plan to continue to seek other sources of financing
on favorable terms; however, there are no assurances that any such financing
can be obtained on favorable terms, if at all. If we are unable to generate
profits or unable to obtain additional funds for our working capital needs,
we may need to cease or curtail operations.
Competition
- -----------
We have developed a software program to track the process of mortgage
approvals. Our software program is not trademarked or protect by any
patents. Any who can develop a similar software program can infringe on the
Company's business, by offering the same service to the Company's customers
at a lower price. Many other companies are better funded and more
established than Nevada Processing Solutions, Inc.
Description of Property
- -----------------------
We do not hold ownership or leasehold interest in any property.
30
Directors, Executive Officers, and Control Persons
Our executive officers and Directors and their respective ages as of the date
of this Prospectus are as follows:
Name Age Positions and Offices Held
- ---------------- ------ ----------------------------------------
J. Chad Guidry 33 President, Secretary, and Director
B. Work Experience
J. Chad Guidry, Director, President, CEO/CFO, Secretary
- -------------------------------------------------------
Mr. Guidry has served as the Company's director, president, and secretary
since inception, and will serve on the board until the next annual
shareholders' meeting of the Company or until a successor is elected. There
are no agreements or understandings for the officer and director to resign
at the request of another person, and the above-named officer and director is
not acting on behalf of, nor will act at the direction of, any other person.
Set forth below is the name of the sole director and officer of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and his business experience during at least
the last five years:
J. Chad Guidry - Work Background
Thomas Jefferson High School
Port Arthur, Texas
Diploma, 1991
Antony, Ltd., Audio Equipment Retailer
Crystal Beach, Texas
National Sales Representative, 1991-1999
Pennington Mortgage
Las Vegas, Nevada
Mortgage Loan Officer, 1999-Present
EZ Credit Repair, Inc.
Las Vegas, Nevada
President. Company helps mortgage applicants repair their
credit ratings, 2002-Present
31
JCG, Inc.
Las Vegas, NV
President. A "blank check" company. February, 2003 to March, 2004
GCJ, Inc.
Las Vegas, NV
President. A "blank check" company. March, 2004 to December, 2004
Pavo Royal, Inc.
Las Vegas, NV
President. A "blank check" company. December, 2004 to December, 2005.
Nevada Processing Solutions, Inc.
Las Vegas, Nevada
President. Company helps mortgage process loan applications,
2006-Present
C. Prior Blank Check Involvement
The SEC reporting blank check companies that Chad Guidry has served as
President and Director are listed in the following table:
Incorporation Form Date
Name Type File # of Filing Status(1)
- ------------- --------- ------- --------- ----------
JCG, Inc. 10SB12G 0-50344 July 16, 2003 Merger (2)
GCJ, Inc. 10SB12G 0-50738 May 5, 2004 Merger (3)
Pavo Royal, Inc. 10SB12G 0-51224 March 29, 2005 Merger (4)
(1) Under Merger Status "Merger" represents a merger has occurred and the
company ceased to be a blank check company by operating specific business.
More detailed information for the merger is disclosed in following paragraph:
(2) On March 19, 2004, JCG, Inc. merged with Neighborhood Connections, Inc.
("Neighborhood") whereby Neighborhood was the surviving corporation and JCG,
Inc. ceased to exist. Neighborhood was formed to provide management for the
collection of pay telephone coin revenues including the repair and
maintenance of existing pay telephone equipment, and the installation of new
telephone equipment. Pursuant to the Acquisition Agreement and Plan of
Merger, Neighborhood purchased all issued and outstanding 360,000 shares of
restricted common stock of JCG, Inc. from G. Chad Guidry, its sole
shareholder for $3,600 cash.
32
(3) On December 27, 2004, GCJ, Inc. merged with APD Antiquities, Inc. ("APD")
whereby APD was the surviving corporation and GCJ, Inc. ceased to exist. APD
is an e-Commerce company engaged in the business of acquiring, importing and
marketing valuable antique products such as furniture, works of art, antiques,
glass works, porcelain, statues, pottery, sculptures and other collectibles and
collector items. Pursuant to the Acquisition Agreement and Plan of Merger,
APD purchased all issued and outstanding 430,000 shares of restricted common
stock of GCJ, Inc. from G. Chad Guidry, its sole shareholder for $3,600
cash.
(4) On December 28, 2005, Pavo Royal, Inc. merged with MyQuoteZone ("Zone")
whereby Zone was the surviving corporation and Pavo Royal, Inc. ceased to
exist. Zone is a technology based marketing firm that specializes in online
lead generation. Pursuant to the Acquisition Agreement and Plan of Merger,
Zone purchased all issued and outstanding 510,000 shares of restricted common
stock of Pavo Royal, Inc. from G. Chad Guidry, its sole shareholder for
$3,600 cash.
EXECUTIVE COMPENSATION
There are no formal written employment arrangements in place. We do not have
any agreements or understandings that would change the terms of compensation
during the course of the year.
The table below shows what we have paid to our Directors since our inception
on May 30, 2006, through July 30, 2008.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- -----------------------
Awards Payouts
- -----------------------------------------------------------------------------
Other Restric-
Annual ted Securities Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Year Salary Bonus sation Awards Options/ Payouts sation
Position Ended ($) ($) ($) ($) SARs (#) ($) ($)
- -----------------------------------------------------------------------------
Chad Guidry 5/30/06 -0- -0- -0- -0- -0- -0- -0-
Pres, CEO & inception
Director to
6/30/2008
33
Stock Option Grants
- -------------------
We do not have any stock options outstanding. No stock options or stock
appreciation rights under any stock incentive plans were granted to our sole
Director and officer since our inception.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not entered into any transactions with our officers, Directors,
persons nominated for these positions, beneficial owners of 5% or more of our
common stock, or family members of these persons wherein the amount involved
in the transaction or a series of similar transactions exceeded $60,000.
There is a potential conflict of interest between the Company and Mr. J. Chad
Guidry, the Company's sole officer and director. Mr. Guidry has other
business interests to which he currently devotes attention, and is expected
to continue to do so. As a result, conflicts of interest may arise that can
be resolved only through his exercise of judgment in a manner which is
consistent with his fiduciary duties to the Company. Insofar as the officer
and director is engaged in other business activities, management anticipates
that he will devote only a minor amount of time to our affairs. However,
should such a conflict arise, there is no assurance that Mr. Guidry would not
attend to other matters prior to those of the Company. Mr. Guidry estimates
that the business plan of the Company can be implemented in theory by
devoting approximately 10 to 15 hours per month over the course of several
months but such figure cannot be stated with precision.
Processing Pros, Inc., the Preferred shareholder, handles mortgage
applications. Once the Company becomes fully operational, Processing Pros,
Inc. plans to send business to Nevada Processing Solutions, Inc. There are
no agreements between the two entities. And, there are no assurances that
Processing Pros, Inc. will have or direct any business to Nevada Processing
Solutions, Inc.
The company's sole officer/director has contributed office space for our use.
There is no charge to us for the space. Our officer will not seek
reimbursement for past office expenses.
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
34
LEGAL PROCEEDINGS
No officer, Director, or persons nominated for these positions, and no
promoter or significant employee of our corporation has been involved in
legal proceedings that would be material to an evaluation of our management.
We are not aware of any pending or threatened legal proceedings which involve
Nevada Processing Solutions, Inc.
Audit Committee
- ---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of October 24, 2008, the number of shares of
Common Stock beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers
and directors as a group. Information relating to beneficial ownership of
common stock by our principal shareholders and management is based upon
information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of the security, or investment power, which includes the power to
vote or direct the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
35
The percentages below are calculated based on 3,375,000 and 12,101,900
shares respectfully of our common stock issued and outstanding. We do not
have any outstanding options or warrants convertible into shares of our
common stock.
AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
TITLE OF NAME OF BENEFICIAL BENEFICIAL BEFORE AFTER
CLASS OWNER AND POSITION OWNERSHIP CONVERSION(1) CONVERSION(2)
- -----------------------------------------------------------------------------
Common J. Chad Guidry (3) 3,100,000 91.8% 25.6%
President,
Secretary, Director
Ownership upon conversion of
Shareholders' preferred stock
Common Processing Pros, Inc.(4) 8,726,900 0.0% 72.1%
-----------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(1 person) 3,100,000 91.8% 25.6%
(1) Percent of Class based on 4,231,000 shares before conversion of Series
A Callable and Convertible Preferred shares.
(2) Percent of Class based on 154,231,000 after conversion of the 750,000
Series A Callable and Convertible Preferred shares.
(3) J. Chad Guidry, 9646 Giddings, Las Vegas, NV 89148
(4) Processing Pros, Inc., a Nevada corporation, beneficially controlled
and owned by Leslie Biaggi, President, Secretary, Treasurer and Director,
8113 Meantmore Ave., Las Vegas, NV 89117. Leslie Biaggi has the ultimate
voting control over the shares held this entity.
The Company currently has no non-voting securities or other securities
outstanding, and there are no contracts or other arrangements that could
result in a change of control of the Company.
CHANGES IN CONTROL
There are currently no arrangements which would result in a change in control
of Nevada Processing Solutions, Inc.
36
DESCRIPTION OF SECURITIES
The authorized capital stock of Nevada Processing Solutions, Inc. consists of
200,000,000 common shares. This consists of 195,000,000 common stock, par
value $0.001; and 5,000,000 preferred stock, par value $0.001
Common Stock
Holders of the common stock have no preemptive rights to purchase additional
shares of common stock or other subscription rights. The common stock carries
no conversion rights and is not subject to redemption or to any sinking fund
provisions. All shares of common stock are entitled to share equally in
dividends from sources legally available, therefore, when, as and if declared
by the Board of Directors, and upon liquidation or dissolution of Nevada
Processing Solutions, Inc., whether voluntary or involuntary, to share
equally in the assets of Nevada Processing Solutions available for
distribution to stockholders.
The Board of Directors is authorized to issue additional shares of common
stock not to exceed the amount authorized by Nevada Processing Solutions's
Articles of Incorporation, on such terms and conditions and for such
consideration as the Board may deem appropriate without further stockholder
action.
Voting Rights
Each holder of common stock is entitled to one vote per share on all matters
on which such stockholders are entitled to vote. Since the shares of common
stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting for the election of Directors can elect all the
Directors if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of
Directors.
Preferred Convertible Securities
At the time of incorporation, we issued 872,690 non-voting Callable and
Convertible Preferred shares. We filed with the Nevada Secretary of State
the designation that "These Series A Preferred shares shall be designated as
"Callable and Convertible Preferred Stock." The corporation has the right to
call for and purchase these shares at any time, within twelve months of
issue, either at par value or at a slight premium above par value, or if
corporation should designate that these shares are deemed not callable, the
holders of these non-voting Series A Preferred Shares shall have the right to
cause the corporation to redeem shares for Common Stock at any time. Each
holder of the non voting Series A Callable and Convertible Preferred Stock
shall have the right to convert all or any portion of such shares as such
holder desires to convert, into shares of the Common Stock of the
corporation, as follows: each share of Series A Convertible Preferred Stock
can be exchanged for ten (10) shares of Common Stock of the corporation."
37
Through a Board Resolution, it was resolved that we shall not call nor redeem
our Series A non-voting Callable and Convertible Preferred shares. The
shareholders of the Series A Preferred shares will be permitted to convert
each Series A Preferred share owned for ten common shares, at their
sole discretion. The conversion of 872,690 Series A Preferred Shares
converts into 8,726,900 common shares which we registering in this
Prospectus.
Dividend Policy
Holders of Nevada Processing Solutions's common stock are entitled to
dividends if declared by the Board of Directors out of funds legally
available; therefore, Nevada Processing Solutions does not anticipate the
declaration or payment of any dividends in the foreseeable future. We intend
to retain earnings, if any, to finance the development and expansion of our
business. Future dividend policy will be subject to the discretion of the
Board of Directors and will be contingent upon future earnings, if any,
Nevada Processing Solutions's financial condition, capital requirements,
general business conditions, and other factors. Therefore, there can be no
assurance that any dividends of any kind will ever be paid.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or offering of the common stock was employed on a
contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in the Registrant. Nor was any
such person connected with the registrant as a promoter, managing or
principal underwriter, voting trustee, Director, officer, or employee.
Thomas C. Cook, Esq. our legal counsel has provided an opinion on the
validity of our common stock. The financial statements included in this
prospectus and the registration statement have been audited by Moore &
Associates, Chartered., Certified Public Accountants, to the extent and for
the periods set forth in their report appearing elsewhere in this document
and in the registration statement filed with the SEC, and are included in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
38
ADDITIONAL INFORMATION
We have filed with the Commission a registration statement on Form S-1 under
the 1933 Act with respect tothe securities offered by this Prospectus. This
Prospectus, which forms a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, as
permitted by the rules and regulations of the Commission. For further
information with respect to us and the securities offered by this Prospectus,
reference is made to the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract or other document that we have
filed as an exhibit to the Registration Statement are qualified in their
entirety by reference to the to the exhibits for a complete statement of
their terms and conditions.
The Registration Statement and other information may be read and copied at
the Commission's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy, and information
statements, and other information regarding issuers that file electronically
with the Commission. The address of that site is http://www.sec.gov.
Indemnification for Securities Act Liabilities
----------------------------------------------
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
REPORTS TO SECURITY HOLDERS
Upon effectiveness of this Prospectus, we will be subject to the reporting
and other requirements of the Exchange Act and we intend to furnish our
shareholders annual reports containing financial statements audited by our
registered independent auditors and to make available quarterly reports
containing unaudited financial statements for each of the first three
quarters of each year.
39
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is not quoted on any exchange. We plan to eventually seek
listing on the OTC Bulletin Board, once our Prospectus has been declared
effective by the Commission. We cannot guarantee that we will obtain a
listing. There is no trading activity in our securities, and there can be no
assurance that a regular trading market for our common stock will ever be
developed.
A market maker sponsoring a company's securities is required to obtain a
listing of the securities on any of the public trading markets, including the
OTC Bulletin Board. If we are unable to obtain a market maker for our
securities, we will be unable to develop a trading market for our common
stock. We may be unable to locate a market maker that will agree to sponsor
our securities. Even if we do locate a market maker, there is no assurance
that our securities will be able to meet the requirements for a quotation or
that the securities will be accepted for listing on the OTC Bulletin Board.
We intend to apply for listing of the securities on the OTC Bulletin Board,
but there can be no assurance that we will be able to obtain this listing.
The OTC Bulletin Board securities are not quoted and traded on the floor of
an organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer
network connecting dealers in stocks. OTC Bulletin Board stocks are
traditionally smaller companies that do not meet the financial and other
listing requirements of a regional or national stock exchange.
Where You Can Find More Information
-----------------------------------
We have filed a registration statement on Form S-1 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
40
NEVADA PROCESSING SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Nevada Processing Solutions, Inc.
June 30, 2008
September 30, 2008
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
Year end June 30, 2008 Financials (audited):
PAGE
----
Independent Auditors' Report F-1a
Balance Sheet F-2a
Statements of Operations F-3a
Statements of Changes in Stockholders' Equity F-4a
Statements of Cash Flows F-5a
Notes to Financials F-6a
Three Months ending September 30, 2008 (unaudited):
Independent Auditors' Report F-1b
Balance Sheet F-2b
Statements of Operations F-3b
Statements of Cash Flows F-4b
Notes to Financials F-5b
41
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Nevada Processing Solutions, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Nevada Processing
Solutions, Inc. (A Development Stage Company) as of June 30, 2008 and
June 30, 2007, and the related statements of operations, stockholders' equity
and cash flows for the years ended June 30, 2008 and June 30, 2007 and since
inception on May 30, 2006 through June 30, 2008. 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 audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide 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 Nevada Processing Solutions,
Inc. (A Development Stage Company) as of June 30, 2008 and June 30, 2007, and
the related statements of operations, stockholders' equity and cash flows for
the years ended June 30, 2008 and June 30, 2007 and since inception on
May 30, 2006 through June 30, 2008, 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 3 to the
financial statements, the Company has an accumulated deficit of $(9,763)
since inception, which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
July 28, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Balance Sheets
ASSETS
Balance Sheets
June 30, June 30,
2008 2007
------------ ------------
ASSETS
Current Assets:
Cash $ - $ -
Funds in escrow 2,750 -
------------ ------------
Total current assets 2,750 -
------------ ------------
TOTAL ASSETS $ 2,750 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,000 $ -
------------ ------------
Total current liabilities 1,000 -
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, 872,690 shares issued and
outstanding as of 6/30/08 and 6/30/07,
respectively 873 873
Common stock, $0.001 par value, 195,000,000
shares authorized, 3,375,000, 3,100,000
issued and outstanding as of
6/30/08 and 6/30/07, respectively 3,375 3,100
Additional paid-in capital 714,143 711,668
(Deficit) accumulated during development stage (716,641) (698,115)
------------ ------------
Total stockholders' equity 1,750 -
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,750 $ -
============ ============
The accompanying notes are an integral part of these statements
F-2a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statements of Operations
Statements of Operations
For the Period
from
For the years ending May 30, 2006
June 30, (Inception) to
-------------------- June 30,
2008 2007 2008
--------- --------- --------------
Revenue $ - $ - $ -
--------- --------- --------------
General and administrative expenses 1,000 8,763 9,763
--------- --------- --------------
Total Expenses 1,000 8,763 9,763
--------- --------- --------------
Net Income (Loss) before
beneficial interest $ (1,000) $ (8,763) $ (9,763)
========= ========= ==============
Beneficial Conversion Feature of
Preferred stock (706,878)
--------- ---------- -------------
Provision for Income Taxes - - -
Net income (loss) $ (1,000) $ (8,763) $ (716,641)
========= ========== =============
Weighted average number of common
shares outstanding -
basic and fully diluted 3,375,000 3,100,000
========= =========
Basic Earnings (Loss) per share $ (0.00) $ (0.23)
========= ==========
The accompanying notes are an integral part of these statements
F-3a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statement of Stockholders' Equity
For the period from May 30, 2006 (Inception) to June 30, 2008
Statement of Stockholders' Equity
(Deficit)
Preferred Accumulated
Common Stock Stock Additional During Total
------------------ ----------------- Paid-in Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
---------- ------- --------- ------- --------- ------------ ------------
Founders
initial
investment,
5/30/06
$0.001 per
share 3,100,000 $ 3,100 $ $ $ $ 3,100
June 2006
Preferred
shares
issued
for
cash at
$0.01 per
share plus
embedded
interest of
$706,878 872,690 873 706,878 707,751
Contributed
Capital 4,790 4,790
Net
(loss)
for the
year
ending
6/30/06 (706,878) (706,878)
---------- ------- --------- ------- --------- ------------ ------------
Balance,
12/31/06
3,100,000 $ 3,100 872,690 $ 873 $711,668 $ (706,878) $ 8,763
Net
(loss)
for the
year
ending
6/30/07 (8,763) (8,763)
---------- ------- --------- ------- --------- ------------ ------------
Balance,
6/30/07
3,100,000 $ 3,100 872,690 $ 873 $711,668 $ (715,641) $ -
The accompanying notes are an integral part of these statements
F-4a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statement of Stockholders' Equity
For the period from May 30, 2006 (Inception) to June 30, 2008
(Continued)
(Deficit)
Preferred Accumulated
Common Stock Stock Additional During Total
------------------ ----------------- Paid-in Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
---------- ------- --------- ------- --------- ------------ ------------
Balance,
6/30/07
3,100,000 $ 3,100 872,690 $ 873 $ 4,790 $ (8,763) $ -
June 2008
Common
shares
issued
for
cash at
$0.01 per
share 275,000 275 2,475 2,750
Net
(loss)
for the
year
ending
6/30/08 (1,000) (1,000)
---------- ------- --------- ------- --------- ------------ ------------
Balance,
6/30/08
3,375,000 $ 3,375 872,690 $ 873 $714,143 $ (716,641) $ 1,750
========== ======= ========= ======= ========= ============ ============
The accompanying notes are an integral part of these statements
F-5a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statements of Cash Flows
Statements of Cash Flows
For the Period
from
For the years ending May 30, 2006
June 30, (Inception) to
-------------------- June 30,
2008 2007 2008
--------- --------- --------------
Operating Activities:
Net Income (Loss) $ (1,000) $ (8,763) $ (716,641)
--------- --------- --------------
Adjustments to reconcile
net loss to net cash
used by operating activities
Beneficial Interest on
Conversion - - 706,878
Increase in accounts payable 1,000 1,000
--------- --------- --------------
Cash Provided (Used) by Operations - (8,763) (8,763)
Financing Activities:
Sale of Common Stock 2,750 - 5,850
Sale of Preferred Stock - - 873
Contributed Capital - - 4,790
--------- --------- --------------
Cash Provided (Used) by
Financing Activities 2,750 - 11,513
Net Change in Cash 2,750 (8,763) 2,750
Beginning Cash - 8,763 -
--------- --------- --------------
Ending Cash $ 2,750 $ - $ 2,750
========= ========= ==============
The accompanying notes are an integral part of these statements
F-6a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Nevada Processing Solutions, Inc. (the Company) was incorporated under the laws
of the state of Nevada on May 30, 2006. The Company was organized to conduct
any lawful business and plans to provide a unique database solution for loan
processors in the mortgage industry.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has assets of $2,750 and liabilities of $1,000 as of June 30, 2008.
The relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) 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 as of the first of the year for
any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year end
- --------
The Company's year-end is June 30.
F-7a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES-CONTINUED
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As at June 30, 2008, the
Company has not recognized revenue to date and has accumulated operating losses
of approximately $(9,763) since inception. The Company's ability to continue
as a going concern is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain profitable
operations. Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to
further development of the Company's products, to provide financing for
marketing and promotion, to secure additional property and equipment, and for
other working capital purposes. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
F-8a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 4. STOCKHOLDERS' EQUITY
Preferred Stock
- ---------------
On June 1, 2006, the Company issued 872,690 shares of its $0.001 par value
preferred stock for $8,727 at $0.01 per share.
Each share of the Convertible Preferred Stock can be exchanged for ten hundred
(10) shares of Common Stock of the corporation. This Series A preferred stock
was issued with a beneficial conversion feature totaling $706,878 measured as
the difference between the $0.01 offering price of the underlying common stock
and the conversion benefit price of $0.10 per share. This non-cash expense
related to the beneficial conversion features of those securities and is
recorded with a corresponding credit to paid-in-capital. If the preferred stock
were to be converted into common stock, the common stock would be increased by
7,854,210 to a total of 8,726,900 shares. These 8,726,900 shares would
represent 72.1% of all common stock outstanding.
Common Stock
- ------------
On May 30, 2006 (inception), the Company issued 3,100,000 shares of its
$0.001 par value common stock for $3,100 at $0.001 per share.
On June 30, 2008, the Company issued 275,000 shares of its $0.001
par value common stock for $2,750 at $0.01 per share.
There were no other issuances of common or preferred stock or equivalents
since May 30, 2006 (inception) through June 30, 2008.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 6. PROVISION FOR INCOME TAXES
The Company provides for income taxes under Statement of Financial
Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109
requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect when these differences are expected
to reverse.
F-9a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 6. PROVISION FOR INCOME TAXES (Continued)
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized.
All of the expenditures thus far have been to organize the Company and will
not be expensed for tax purposes until the Company has operations.
The provision for income taxes is comprised of the net changes in deferred
taxes less the valuation account plus the current taxes payable as shown in
the chart below.
Net changes in Deferred Tax Benefit less than
valuation account 0
Current Taxes Payable 0
-----
Net Provision for Income Taxes 0
-----
NOTE 7. REVENUE AND EXPENSES
Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
services." Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been rendered;
3) our price to our customer is fixed or determinable; and 4) collectability
is reasonably assured. For the period from May 30, 2006 (inception) to
June 30, 2008, the Company recognized no revenues.
The Company currently has no revenues.
F-10a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no lease obligations or employment agreements.
NOTE 9. EARNINGS PER SHARE
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents were determined to be antidilutive.
Calculation of net income(loss) per share is as follows:
For the period
from
May 30, 2006
(Inception) to
June 30,
2008
-------------
Net loss (numerator) $ (716,641)
=============
Weighted Average Common Shares Outstanding 3,375,000
=============
Basic Loss per Share $ (0.21)
=============
NOTE 10. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Statement No. 150
Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity
This Statement establishes standards for how a issuer classifies and measures
certain financial instrument with characteristics of both liabilities and
equity.
F-11a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
Note 10. Recent Pronouncements (Continued)
Statement No. 151
Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)
This statement amends the guidance in ARB No. 43, Chapter 4. "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). Paragraph 5
of ARB 43, Chapter 4. previously stated that "...under some circumstances,
items such as idle facility expense, excessive spoilage, double freight and
re-handling costs may be so abnormal ass to require treatment as current
period charges...." This Statement requites that those items be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal." In addition, this Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal
capacity of the production facilities.
Statement No. 152
Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB
States No. 66 and 67.
This Statement amends FASB Statement No. 66, Accounting for Sales of Real
Estate, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.
This Statement also amends FASB Statement No. 67, Accounting for Costs and
Initial Rental Operations of Real Estate Projects, to state that the guidance
for (a) incidental operations and (b) costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2.
Statement No. 153
Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29
The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions,
is based on the principle that exchanges of non-monetary assets should be
measured based on the fair value of the assets exchanged. The guidance in
that Opinion, however, included certain exceptions to the principle. This
Statement amends Opinion 29 to eliminate the exception for non-monetary
exchanges of similar productive assets and replaces it with a general
exception for exchanges of non-monetary assets that do not have commercial
substance. A non-monetary exchange has commercial substance if the
F-12a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
Note 10. Recent Pronouncements (Continued)
SFAS NO. 154 Accounting Changes and Correction of Errors,
Supercedes APB No. 20. This statement requires that changes in accounting
principles be applied retrospectively for all prior periods shown, including
interim periods. The effective date is for fiscal years beginning after
December 15, 2005.
SFAS NO. 155 Accounting for Certain Hybrid Financial Instruments-an amendment
of FASB Statements No. 133 and 140
This statement amends FASB Statements No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
statement resolves issues addressed in Statement 133 Implementation Issue No.
D1, Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets. This statement is effective for all financial instruments
acquired or issued after the beginning of an entity's first fiscal year that
begins after September 15, 2006.
SFAS NO. 156 Accounting for Servicing of Financial Assets-an amendment of
FASB Statement No. 140
This statement amends FASB Statement No. 140 with respect to the accounting
for separately recognized servicing liabilities. An entity should adopt this
statement as of the beginning, of its first fiscal year that begins after
September 15, 2006.
SFAS NO. 157 Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by
providing, a fair value hierarchy used to classify the source of the
information. This statement is effective for us beginning May 1, 2008.
SFAS NO. 158 Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and
132(R))
F-13a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
Note 10. Recent Pronouncements (Continued)
This statement improves the financial reporting by requiring an employer to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or
liabilities in its statement of financial positions and to recognize changes
in that funded status in the year in which the changes occur through
comprehensive income of a business entity. This statement also improves
financial reporting by requiring an employer to measure the funded status of
a plan as of the date of its year-end statement of financial position, with
limited exceptions.
SFAS NO. 159 The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FAS B Statement No. 115
This statement permits entities to choose to measure many financial
instruments and certain items at fair value. The objective is to improve the
financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is expected to expand the
use of fair value measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of an entity's
first fiscal year that begins after November 15, 2007.
SFAS No. 160 Non-controlling Interest in Consolidated Financial Statements-an
amendment of ARB No.51
This statement amends ARB 51 to establish accounting and reporting standards
for the non-controlling interest in a subsidiary and for the deconsolidation
of a subsidiary. It also changes the way the consolidated income statement is
presented for non-controlling interest. This statement improves comparability
by eliminating diversity of methods. This statement also requires expanded
disclosure.
SFAS No. 161 This statement is intended to enhance the disclosure
requirements for derivative instruments and hedging activities as required by
SFAS 133.
SFAS 162 This statement indentifies the sources of accounting principles and
the framework for-selecting the principles to by used in the preparation of
financial statements for entities that are presented in conformity with
generally accepted accounting principles in the United States, (the GAAP
hierarchy).
F-14a
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2008
Note 10. Recent Pronouncements (Continued)
FIN No. 48
In June 2006, the FASB issued Interpretation No. 48 ("FIN No. 48"),
Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109. which clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with
SFAS No. 109, Accounting for Income Taxes. The Interpretation provides a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken
in a tax return. Under FIN No. 48, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the
largest benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement. FIN No. 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN No. 48 is effective for us beginning July 1,
2007.
In June 2006. the FASB ratified the Emerging Issues Task Force ("EITF")
consensus on EITF Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43." EITF Issue No. 06-2
requires companies to accrue the costs of compensated absences under a
sabbatical or similar benefit arrangement over the requisite service period.
EITF Issue No. 06-2 is effective for us beginning July 1, 2007. The
cumulative effect of the application of this consensus on prior period
results should be recognized through a cumulative-effect adjustment to
retained earnings as of the beginning of the year of adoption. Elective
retrospective application is also permitted.
Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108
requires companies to quantify misstatements using both a balance sheet (iron
curtain) and an income statement (rollover) approach to evaluate whether
either approach results in an error that is material in light of relevant
quantitative and qualitative factors, and provides for a one-time cumulative
effect transition adjustment. SAB No. 108.
The FAS B has replaced SFAS No. 141 with a new statement on Business
Combinations that changes the way that minority interest is recorded and
modified as a parent's interest in a subsidiary changes.
F-15a
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
NEVADA PROCESSING SOLUTIONS, INC.
(A Development Stage Company)
We have reviewed the accompanying condensed balance sheets of NEVADA
PROCESSING SOLUTIONS, INC. as of September 30, 2008, and the related condensed
statements of operations, stockholders' equity (deficit), and cash flows for
the three-month period ended September 30, 2008 and from inception through
September 30, 2008. These interim financial statements are the responsibility
of the Corporation's management.
We conduct our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such condensed financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
We have previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the balance sheets of NEVADA
PROCESSING SOLUTIONS, INC. as of June 30, 2008 and June 30, 2007, and the
related statements of income, stockholders' equity and cash flows for the
2008 then ended (not presented herein); and in our report dated July 28,
2008, we expressed an opinion with a going concern paragraph on those
financial statements. In our opinion, the information set forth in the
accompanying balance sheets as of June 30, 2008 and June 30, 2007 is fairly
stated, in all material respects, in relations to the balance sheets from
which it has been derived.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
October 17, 2008
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 Fax: (702)253-7501
F-1b
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Balance Sheets
Balance Sheets
September 30, June 30,
2008 2008
------------ ------------
ASSETS
Current Assets:
Cash $ - $ -
Funds in escrow - 2,750
------------ ------------
Total current assets - 2,750
------------ ------------
TOTAL ASSETS $ - $ 2,750
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ - $ 1,000
------------ ------------
Total current liabilities - 1,000
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, 872,690 shares issued and
outstanding as of 9/30/08 and 6/30/08,
respectively 873 873
Common stock, $0.001 par value, 195,000,000
shares authorized, 3,375,000, 3,375,000
issued and outstanding as of
9/30/08 and 6/30/08, respectively 3,375 3,375
Additional paid-in capital 714,143 714,143
(Deficit) accumulated during development stage (718,391) (716,641)
------------ ------------
Total stockholders' equity - 1,750
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 2,750
============ ============
The accompanying notes are an integral part of these statements
F-2b
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statements of Operations
Statements of Operations
For the Period
For the from
Three months ending May 30, 2006
September 30, (Inception) to
-------------------- September 30,
2008 2007 2008
--------- --------- --------------
Revenue $ - $ - $ -
--------- --------- --------------
General and administrative expenses 1,750 - 11,513
--------- --------- --------------
Total Expenses 1,750 - 11,513
--------- --------- --------------
Net Income (Loss) before
beneficial interest $ (1,750) $ - $ (11,513)
========= ========= ==============
Beneficial Conversion Feature of
Preferred stock (706,878)
-------------
Provision for Income Taxes - - -
Net income (loss) $ (1,750) $ - $ (718,391)
========= ========== =============
Weighted average number of common
shares outstanding -
basic and fully diluted 3,375,000 3,375,000
========= ==========
Basic Earnings (Loss) per share $ (0.00) $ (0.00)
========= ==========
The accompanying notes are an integral part of these statements
F-3b
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
Statements of Cash Flows
Statements of Cash Flows
For the Period
For the from
Three months ending May 30, 2006
September 30, (Inception) to
-------------------- September 30,
2008 2007 2008
--------- --------- --------------
Operating Activities:
Net Income (Loss) $ (1,750) $ - $ (718,391)
--------- --------- --------------
Adjustments to reconcile
net loss to net cash
used by operating activities
Beneficial Interest on
Conversion - - 706,878
(Decrease) in accounts payable (1,000) - -
--------- --------- --------------
Cash Provided (Used) by Operations (1,000) - (11,513)
Financing Activities:
Sale of Common Stock 2,750 - 5,850
Sale of Preferred Stock - - 873
Contributed Capital - - 4,790
--------- --------- --------------
Cash Provided (Used) by
Financing Activities 2,750 - 11,513
Net Change in Cash (2,750) - -
Beginning Cash 2,750 - -
--------- --------- --------------
Ending Cash $ - $ - $ -
========= ========= ==============
The accompanying notes are an integral part of these statements
F-4b
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
Note 1 - Basis of Presentation
The interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these interim financial statements be read in conjunction with the
financial statements of the Company for the period ended June 30, 2008
and notes thereto included in the Company's S-1 registration statement. The
Company follows the same accounting policies in the preparation of interim
reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As at September 30, 2008,
the Company has not recognized any revenues to date and has accumulated
operating losses of approximately $11,513 since inception. The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
F-5b
NEVADA PROCESSING SOLUTIONS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
F-6b
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
Other Expenses of Issuance and Distribution
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered hereby. All such
expenses will be borne by the registrant; none shall be borne by any selling
stockholders.
Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 4
Legal fees and miscellaneous expenses $1,500
Accounting fees and expenses $4,500
Transfer Agent fees $ 500
Printing* $ 396
------
Total $6,900
======
All amounts are estimates other than the Commission's registration fee.
Indemnification of Officer and Directors
Our officers and Directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's articles of incorporation that is not the
case with our Articles of Incorporation. Excepted from that immunity are:
1) a willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
2) a violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to believe
that his or her conduct was unlawful);
3) a transaction from which the director derived an improper personal
profit; and
II-1
4) willful misconduct.
Our Bylaws provide that we will indemnify our Directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
Directors and officers; and, provided, further, that we shall not be required
to indemnify any Director or officer in connection with any proceeding (or
part thereof) initiated by such person unless:
1) such indemnification is expressly required to be made by law;
2) the proceeding was authorized by our Board of Directors;
3) such indemnification is provided by us, in our sole discretion, pursuant
to the powers vested us under Nevada law; or
4) such indemnification is required to be made pursuant to the Bylaws.
Our Bylaws provide that we will advance all expenses incurred to any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he is or was our
Director or officer, or is or was serving at our request as a Director or
executive officer of another company, partnership, joint venture, trust, or
other enterprise, prior to the final disposition of the proceeding, promptly
following request. This advanced of expenses is to be made upon receipt of an
undertaking by or on behalf of such person to repay said amounts should it be
ultimately determined that the person was not entitled to be indemnified
under our Bylaws or otherwise.
Our Bylaws also provide that no advance shall be made by us to any officer in
any action, suit, or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to our best
interests.
Recent Sales of Unregistered Securities
On May 30, 2006 (inception), the Company issued 3,100,000 shares of its
$0.001 par value common stock for $3,100 at $0.001 per share.
On June 1, 2006, we issued 872,690 shares of our $0.001 par value preferred
stock for $8,727 at $0.01 per share to Processing Pros, Inc., beneficially
controlled and owned by Leslie Biaggi, who has the ultimate voting control
over the shares held this entity.
II-2
Each share of the Convertible Preferred Stock can be exchanged for ten
hundred (10) shares of Common Stock of the corporation. We relied upon
Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a
public offering and there was not general solicitation or general advertising
involved in the offer or sale.
On June 30, 2008, we completed an offering of 275,000 shares at a price of
$0.01 per share to a total of 24 purchasers. The total amount received from
this offering was $2,750. We relied on the exemption from registration
provided by Section 4(2) and Rule 505 of Regulation D under the Securities
Act of 1933, as amended. The offer and sale did not involve a public
offering and there was not any general solicitation or general advertising
involved in the offer or sale.
The purchasers in this offering were as follows:
Shares
Purchaser Purchased
Aldrich, Jessica 15,000
Beel, Valarie 10,000
Bishop, Jacquelyn 9,000
Bishop, Jamie 10,500
Colello, Anthony 12,500
Colton, Craig 15,000
Jacobson, Janice 10,000
Jacobson, Ray 12,000
Jesky, Rick 5,000
Larson, Jared 9,500
Manteris, Nicholas 15,000
Martin, Patricia 15,000
Meadows, Evelyn 15,000
Means, Craig 15,000
Murtha, Kevin 15,000
Patterson, Don 5,000
Patterson, James 5,000
Patterson, Lilia 5,000
Patterson, Michael 5,000
Sandoval, Robert 15,000
Seymour, Candace 15,000
Stewart, Patricia 15,000
Sullivan, Brian 15,000
Wright, Douglas 11,500
II-3
Exhibits
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
- -------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- -------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
May 30, 2006
- -------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
dated May 31, 2006 as
currently in effect
- -------------------------------------------------------------------------
3.3 Amended Articles of Incorporation This filing
dated February 23, 2007
as currently in effect
- -------------------------------------------------------------------------
3.4 Articles/Designation dated This filing
April 29, 2008 as currently
in effect
- -------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
- -------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered for June 30, 2008
audit
- -------------------------------------------------------------------------
UNDERTAKINGS
------------
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-4
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low and high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered herein, and that the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the
company, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or other control person
in connection with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit 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.
5. For determining any liability under the Securities Act of 1933:
(i) we shall treat the information omitted from the form of Prospectus
filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of Prospectus filed by us under Rule
424(b)(1), or (4) or 497(h) under the Securities Act as part of this
Registration Statement as of the time the Commission declared it
effective. For determining any liability under the Securities Act of
1933, we shall treat each post-effective amendment that contains a
form of prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of the
securities at that time as the initial bona fide offering of those
securities.
II-5
(ii) we shall treat each prospectus filed by us pursuant to Rule 424(b)(3)
as part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act shall be
deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such
(iii) securities at that time shall be deemed to be the initial bona fide
offering thereof. 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
(iv) 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 effective date, 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 effective date; or
(v) we shall treat each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
II-6
Signatures
In accordance with the requirements of the Securities Act, Nevada Processing
Solutions, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and authorized this
Prospectus on Form S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, Nevada, on the 4th day
of November, 2008.
NEVADA PROCESSING SOLUTIONS, INC.
/s/ J. Chad Guidry
-------------------------------
J. Chad Guidry
President, Chief Executive
Officer (Principal Executive
Officer), and Director
POWER OF ATTORNEY
We, the undersigned officers and Directors of Nevada Processing Solutions,
Inc., hereby severally constitute and appoint J. Chad Guidry, our true and
lawful attorneys-in-fact and agents, with full power of substitution, for us
and in our stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the
premises, as full to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all the said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates stated.
/s/ J. Chad Guidry
- -----------------------
J. Chad Guidry
President, CEO and
Director
November 4, 2008
II-7