Add files using upload-large-folder tool

parsed_sections/prospectus_summary/2013/CIK0000864264_simon_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. Therefore, you should carefully read this entire prospectus and other documents to which we refer herein before making a decision to invest in our common stock, including the risks discussed under the

parsed_sections/prospectus_summary/2013/CIK0000889930_overland_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following is a summary of the information included in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our common stock. You should read this prospectus carefully, including the Risk Factors, together with any documents incorporated by reference before investing in our common stock. In this prospectus, unless otherwise indicated or the context otherwise requires, references to Overland, we, company, us, or our refer to Overland Storage, Inc. and its consolidated subsidiaries. Our Company We are a trusted global provider of unified data management and data protection solutions designed to enable small and medium enterprises, or SMEs, distributed enterprises, and small and medium businesses, or SMBs, to anticipate and respond to data storage requirements. Whether an organization s data is locally or globally based, our solutions consolidate and protect data for easy and cost-effective management of different tiers of information. We enable companies to expend fewer resources on information technology, or IT, allowing them to focus on being more responsive to the needs of their customers. We develop and deliver a comprehensive solution set of award-winning products and services for storing data throughout the organization and during the entire data lifecycle. Our SnapScale clustered network attached storage, or NAS products, allow customers to scale-out in capacity and performance as their storage needs grow. Our SnapServer products are unified NAS servers that integrate into businesses requiring simple. expandable block and file storage. Our SnapSAN products are storage area network, or SAN, arrays designed to ensure primary and secondary data is accessible and protected regardless of its location. Our SnapScale , SnapServer and SnapSAN solutions are available with backup, replication and mirroring software in highly scalable configurations. These solutions provide simplified disk-based data protection and maximum flexibility to protect mission critical data for both continuous local backup and remote disaster recovery. Our NEO SERIES and REO SERIES libraries are tape and virtual tape solutions designed to meet the need for cost-effective, reliable data storage for long-term archiving and compliance requirements. Our approach emphasizes long-term investment protection for our customers and reduces the complexities and ongoing costs associated with storage management. Moreover, most of our products are designed with a scalable architecture which enables companies to purchase additional storage as needed, on a just-in-time basis, and make it available instantly without downtime. End users of our products include SMEs, SMBs, distributed enterprise companies such as divisions and operating units of large multi-national corporations, governmental organizations, and educational institutions. Our products are used in a broad range of industries including financial services, video surveillance, healthcare, retail, manufacturing, telecommunications, broadcasting, research and development, and many others. We generate the majority of our revenue from sales of our data protection products. The balance of our revenue is provided by selling maintenance contracts and rendering related services. The majority of our sales are generated from sales of our branded products through a worldwide channel, which includes systems integrators and VARs. Corporate Information We were incorporated in California in 1980 as Overland Data, Inc., and changed our name to Overland Storage, Inc. in 2002. Our principal executive offices are located at 9112 Spectrum Center Boulevard, San Diego, Table of Contents California 92123 and our main telephone number is (858) 571-5555. Our internet address is www.overlandstorage.com. Except for the documents referred to under Where You Can Find Additional Information, which are specifically incorporated by reference into this prospectus, information contained on our website or that can be accessed through our website does not constitute a part of this prospectus. We have included our website address only as an interactive textual reference and do not intend it to be an active link to our website. This Offering Securities being offered: 14,518,830 shares of common stock. Of this amount, up to 10,192,304 shares of common stock are issuable upon the conversion of the Notes and 4,326,526 additional shares of common stock may be issued in the event of interest payments on the Notes in shares. Minimum number of securities to be sold in this offering: None. Common stock outstanding before this offering: 30,032,741(1) Common stock to be outstanding after this offering: 44,551,571(1)(2) Use of proceeds: We will not receive any of the proceeds from the sale or other disposition of the shares of common stock by the selling shareholders. Market for common stock: Our common stock is quoted on The NASDAQ Capital Market under the symbol OVRL. On May 21, 2013, the last reported sale price of our common stock on The NASDAQ Capital Market was $1.15.

parsed_sections/prospectus_summary/2013/CIK0000922011_lustros_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights important information about this offering and our business. It does not include all information you should consider before investing in our common stock. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes, before you decide to invest. Our Company References in this Prospectus to the "Company", "we", "us" or "our" refer to Lustros, Inc., a Utah corporation ("Lustros"), and its consolidated subsidiaries including, Bluestone, S.A, ("Bluestone"), Lustros Chile SpA ("Lustros Chile"), Mineraltus SA ("Mineraltus") and Sulfatos Chile, S.A., ("Sulfatos Chile"). The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing. We are a pre-revenue development stage company that intends to market and sell the high quality food-grade copper sulfate obtained by processing copper ores and tailings at Company-owned processing facilities in Chile. On March 9, 2012, Lustros acquired all of the outstanding capital stock and rights to acquire capital stock of Bluestone, S.A. a Chilean corporation ("Bluestone"), in exchange for 60,000,000 shares of its common stock (the "Bluestone Acquisition"). As of the closing, these shares represented 96.7% of Lustros' outstanding common stock. For financial reporting purposes, the Company has treated the Bluestone Acquisition as a reverse acquisition with Bluestone the acquiring entity and Lustros as the acquired entity. As a result, the Company's financial statements reflect the financial information of Bluestone prior to March 9, 2012 and the combined entity on and after March 9, 2012. Because Bluestone commenced operations in January 2012, there are no results of operations for Bluestone prior to that date. On February 15, 2012, Bluestone purchased a 60% equity interest in Sulfatos Chile, S.A. from Santa Teresa Minerals S.A., a Chilean corporation ("Santa Teresa Minerals"). The purchase price for the equity interest was: (a) a 20% interest in Bluestone; (b) $2.2 million, with $1.1 million paid by assumption of a demand loan payable by Santa Teresa Minerals to Angelique de Maison, and the balance of $1.1 million to be paid in monthly installments from time to time upon demand by Santa Teresa Minerals. As of December 31, 2012, the entire purchase price has been paid. On October 16, 2012 Angelique de Maison entered into an agreement with Santa Teresa Minerals pursuant to which Santa Teresa Minerals waived and released any claim to any Equity Interests in Bluestone or Lustros and their affiliated companies, with Bluestone and Lustros Inc. express third party beneficiaries of that waiver and release. As such, Santa Teresa Minerals' 20% interest in Bluestone has been cancelled, and Bluestone is a wholly owned subsidiary of Lustros. This acquisition has been treated as an "asset purchase" for financial reporting purposes. Because the acquisition was between related parties, the purchase price has been allocated to additional paid-in capital and the assets and liabilities were carried over at historical costs. Results of operations for Sulfatos have been reflected in the Company's financial statements from the closing date. On March 25, 2012, the Company sold the assets (including the "Power-Save" name) of its renewable energy and energy savings product business in which it had engaged prior to the Bluestone Acquisition, to the former management of the Company. The purchase price for the assets was the cancellation of obligations for unpaid salaries and other monies owed to prior management and the assumption by the buyer of certain liabilities of the Company related to the Power-Save business. Our Business We will process copper ore at our copper sulfate processing plant in Puerto Oscuro, Chile. We will obtain the copper ore from our 1,325 hectare Anica copper mine or by purchase from local artisanal miners. On July 25, 2013 the Company announced that Sulfatos Chile SpA, had begun pilot production of Pentahydrate Copper Sulfate at its multi-million dollar, state-of-the-art facility. The plant capacity is three times its original design and is capable of processing up to 15,000 tons of mineral per month. It is currently permitted at 5,000 tons per month and permit applications for increased production will be filed very shortly. Current production is expected to result in approximately 529,000 pounds (240,000 kilos) of Pentahydrate Copper Sulfate per month. The current plant capacity of 15,000 tons per month will occur upon receiving permits for unlimited production which we expect to receive in the fourth quarter of 2013 or first quarter of 2014. Cash flow from this first phase is expected to begin in the fourth quarter of 2013 or the first quarter of 2014 and will fund future expansion for an additional 25,000 ton processing plant. The Offering Common stock offered by the selling stockholders: Up to 26,808,386 shares of our common stock, par value $0.001 per share, are being offered by the selling stockholders. Offering prices: The shares offered by this prospectus may be offered and sold at prevailing market prices or such other prices as the selling stockholders may determine. Common stock outstanding: 97,169,346 shares as of December 27, 2013. Dividend policy: Dividends on our common stock may be declared and paid when and as determined by our board of directors. We have not paid and do not expect to pay dividends on our common stock. OTCQB: LSTS Use of proceeds: We are not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of the shares by the selling stockholders. All of the proceeds from the sale of common stock offered by this prospectus will go to the selling stockholders at the time they sell their shares.

parsed_sections/prospectus_summary/2013/CIK0001098415_eureka_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

parsed_sections/prospectus_summary/2013/CIK0001166338_ireland_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A The information in this prospectus is not complete and may be changed. 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. SUMMARY The following summary may not contain all the information that may be important to you. This Prospectus incorporates important business and financial information about us that is not included in, or delivered with this Prospectus. Before making an investment, you should read the entire Prospectus carefully. You should also carefully read the risks of investing discussed under

parsed_sections/prospectus_summary/2013/CIK0001169652_channeladv_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. Unless the context otherwise requires, we use the terms ChannelAdvisor, company, we, us and our in this prospectus to refer to ChannelAdvisor Corporation and, where appropriate, our consolidated subsidiaries. Company Overview We are a leading provider of software-as-a-service, or SaaS, solutions that enable our retailer and manufacturer customers to integrate, manage and optimize their merchandise sales across hundreds of online channels. Through our platform, we enable our customers to connect with new and existing sources of demand for their products, including e-commerce marketplaces, such as eBay, Amazon and Newegg, search engines and comparison shopping websites, such as Google, Microsoft s Bing, and Nextag, and emerging channels, such as Facebook and Groupon. Our suite of solutions, accessed through a standard web browser, provides our customers with a single, integrated user interface to manage their product listings, inventory availability, pricing optimization, search terms, data analytics and other critical functions across these channels. Our proprietary cloud-based technology platform delivers significant breadth, scalability and flexibility to our customers. In 2012, our customers processed over $3.5 billion in gross merchandise value, or GMV, through our platform. As of September 30, 2013, our customers managed over 130 million stock-keeping units, or SKUs, of their inventory on our platform. We serve customers across a wide range of industries and geographies. As of September 30, 2013, we had over 2,200 customers worldwide, including 27% of the top 500 U.S. Internet retailers, as ranked by Internet Retailer magazine based on 2012 sales, up from 16% of the top 500 U.S. Internet retailers, based on 2007 sales, as of December 31, 2007. Our customers include both traditional and online retailers, such as Ann Taylor, eBags.com, J&R Electronics and Jos. A. Bank Clothiers, as well as manufacturers of consumer goods, such as Dell, Dooney and Bourke, Lenovo, Sony and Under Armour. We derive revenue primarily from subscription fees paid to us by our customers for access to our cloud-based solutions. We generally structure our contracts to include both a fixed subscription fee and a variable subscription fee that allows us to participate in a share of our customers GMV processed through our platform. We believe this contract structure aligns our interests with those of our customers. The e-commerce market has grown significantly over the last several years, as consumers have increasingly shifted their retail purchases from traditional brick and mortar stores to online stores and marketplaces. This trend has created many opportunities for retailers and manufacturers, but at the same time has resulted in additional complexity and challenges. Retailers and manufacturers seeking new avenues to expand their online sales must manage product data and transactions across hundreds of highly fragmented online channels where data attributes vary, requirements change frequently and the pace of innovation is rapid and increasing. In response to these challenges, we offer retailers and manufacturers SaaS solutions that enable them to integrate, manage and optimize their merchandise sales across disparate online channels on a unified platform. As channels frequently update their product information requirements, policies, merchandising strategies and integration specifications, retailers and manufacturers must revise their online business strategies, product listings and attributes, and business rules, which can be resource-intensive and time-consuming. Through our SaaS platform, which is delivered using a single code base and multi-tenant architecture, our customers have real-time access to our most up-to-date capabilities for listing and managing their products on new and existing online channels. From 2010 to 2012, our total revenue increased from $36.7 million to $53.6 million, a compound annual growth rate of 20.9%. Our core revenue increased from $32.7 million in 2010 to $51.2 million in 2012, a compound annual growth rate of 25.1%. Our core revenue excludes revenue attributable to the products from two small acquisitions that we completed prior to 2008 and that are no longer part of our strategic focus, as discussed further in Management s Discussion and Analysis of Financial Condition and Results of Operations Key Operating and Financial Performance Metrics. For the nine months ended September 30, 2013 as compared to the same period in 2012, we grew our total revenue from $37.6 million to $47.5 million, an increase of 26.3%, and our core revenue from $35.8 million to $46.1 million, an increase of 28.8%. Our gross margin, based on total revenue, expanded from 66.8% in 2010 to 72.5% in 2012, and from 71.5% for the nine months ended September 30, 2012 to 72.7% for the nine months ended September 30, 2013. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001355616_sungard_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus, including the financial data and related notes and section entitled Risk Factors, before making an investment decision. Unless the context otherwise indicates, as used in this prospectus, the terms SunGard, we, our, us, and the company and similar terms refer to SunGard Data Systems Inc. and its subsidiaries on a consolidated basis. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. Our Company We are one of the world s leading software and technology services companies. We provide software and technology services to financial services, education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve approximately 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across all of our business segments and create long-term customer relationships. We operate our business in three segments: Financial Systems ( FS ), Availability Services ( AS ) and Public Sector & Education ( PS&E ), which is comprised of our Public Sector business ( PS ) and our K-12 Education business ( K-12 ). On January 19 and 20, 2012, the Company completed the sale of its Higher Education ( HE ) business, which is included in discontinued operations for purposes of this prospectus. FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets. AS provides disaster recovery services, managed services, information availability consulting services and business continuity management software to more than 8,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business. PS&E (PS and K-12) provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public and private schools, utilities, nonprofits and other public sector institutions. We were acquired in August 2005 in a leveraged buy-out ( LBO ) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the Sponsors ). As a result of the LBO, we are highly leveraged and our equity is not publicly traded. Our Sponsors continually evaluate various strategic alternatives with respect to the Company. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, or, if we do, what the structure or timing for any such transaction would be. Table of Contents Table of Additional Registrant Guarantors Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Advanced Portfolio Technologies, Inc. Delaware 22-3245876 340 Madison Avenue 8th Floor New York, NY 10173 Automated Securities Clearance LLC Delaware 22-3701255 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 GL Trade Overseas, Inc. Delaware 06-1414402 340 Madison Avenue New York, NY 10173 Inflow LLC Delaware 84-1439489 680 E. Swedesford Rd. Wayne, PA 19087 Online Securities Processing Inc. Delaware 77-0589377 680 E. Swedesford Rd. Wayne, PA 19087 SIS Europe Holdings LLC Delaware 41-1511643 680 E. Swedesford Rd. Wayne, PA 19087 SRS Development Inc. Delaware 23-2746281 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Ambit LLC Delaware 04-2766162 100 High Street 19th Floor Suffolk, MA 02110 SunGard Asia Pacific Inc. Delaware 51-0370861 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard Availability Services LP Pennsylvania 23-2106195 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Availability Services Ltd. Delaware 23-3024711 680 E. Swedesford Rd. Wayne, PA 19087 SunGard AvantGard LLC California 95-3440473 23975 Park Sorrento 4th Floor Calabasas, CA 91302 SunGard Business Systems LLC Delaware 23-2139612 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Computer Services LLC Delaware 68-0499469 600 Laurel Road Voorhees, NJ 08043 SunGard Consulting Services LLC Delaware 87-0727844 10375 Richmond Suite 700 Houston, TX 77042 SunGard CSA LLC Delaware 20-4280640 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Development Corporation Delaware 23-2589002 680 E. Swedesford Rd. Wayne, PA 19087 Table of Contents Corporate Information SunGard Data Systems Inc. was incorporated under Delaware law in 1982. Our principal executive offices are located at 680 East Swedesford Road, Wayne, Pennsylvania 19087. Our telephone number is (484) 582-2000. Our corporate website is located at www.sungard.com. The information on, or accessible through, our corporate website is not a part of, or incorporated by reference in, this prospectus. Incorporation By Reference The SEC allows us to incorporate by reference the information we file with them into this prospectus. See Incorporation by Reference. Table of Contents Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices SunGard DIS Inc. Delaware 23-2829670 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Energy Systems Inc. Delaware 13-4081739 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard eProcess Intelligence LLC Delaware 13-3217303 600 Lanidex Plaza Parsippany, NJ 07054 SunGard Financial Systems LLC Delaware 23-2585361 3 Van de Graff Drive Burlington, MA 01803-5148 SunGard Investment Systems LLC Delaware 23-2115509 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Investment Ventures LLC Delaware 51-0297001 680 E. Swedesford Road Wayne, PA 19087 SunGard iWORKS LLC Delaware 23-2814630 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 SunGard iWORKS P&C (US) Inc. Delaware 13-3248040 200 Business Park Dr. Armonk, NY 10504 SunGard Kiodex LLC Delaware 13-4100480 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 SunGard NetWork Solutions Inc. Delaware 23-2981034 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Public Sector Inc. Florida 59-2133858 1000 Business Center Drive Lake Mary, FL 32746 SunGard Reference Data Solutions LLC Delaware 72-1571745 340 Madison Avenue 8th Floor New York, NY 10173 SunGard SAS Holdings Inc. Delaware 26-0052190 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Securities Finance LLC Delaware 13-3799258 14 Manor Parkway Salem, NH 03079 SunGard Securities Finance International LLC Delaware 13-3809371 14 Manor Parkway Salem, NH 03079 SunGard Shareholder Systems LLC Delaware 23-2025519 2300 Main Street Suite 400 Kansas City, MO 64108 SunGard Software, Inc. Delaware 51-0287708 680 E. Swedesford Road Wayne, PA 19087 SunGard Systems International Inc. Pennsylvania 23-2490902 340 Madison Avenue 8th Floor New York, NY 10173 Table of Contents The Notes The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections captioned Description of Senior Notes Due 2018, Description of Senior Notes Due 2020 and Description of Senior Subordinated Notes in this prospectus contain a more detailed description of the terms and conditions of the notes. Issuer SunGard Data Systems Inc. Securities Offered 7 3/8% Senior Notes due 2018. 7 5/8% Senior Notes due 2020. 6.625% Senior Subordinated Notes due 2019. Maturity The senior notes due 2018 mature on November 15, 2018. The senior notes due 2020 mature on November 15, 2020. The senior subordinated notes mature on November 1, 2019. Interest Rate The senior notes due 2018 bear interest at a rate of 7 3/8% per annum. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum. The senior subordinated notes bear interest at a rate of 6.625% per annum. Interest Payment Dates We pay interest on the senior notes due 2018 and the senior notes due 2020 on May 15 and November 15 and on the senior subordinated notes on May 1 and November 1. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, the issue date of the notes. Guarantees Each of our 100% owned domestic subsidiaries that guarantees the obligations under our senior secured credit facilities are initially jointly and severally, fully and unconditionally guaranteeing the senior notes on a senior unsecured basis and the senior subordinated notes on an unsecured senior subordinated basis. Ranking The senior notes are our senior unsecured obligations and: rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes; rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of our existing and future secured debt including obligations under our senior secured credit facilities and the 4.875% senior notes due 2014 (referred to in this prospectus as the senior secured notes ), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes. Table of Contents Similarly, the guarantees of the senior notes are senior unsecured obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including such guarantor s guarantee under the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes. The senior subordinated notes are our unsecured senior subordinated obligations and: rank senior in right of payment to our existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to any or all of our future senior subordinated debt; are subordinated in right of payment to all of our existing and future senior debt (including our senior secured credit facilities, the senior secured notes and the senior notes); and are effectively subordinated in right of payment to all of our existing and future secured debt (including our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior subordinated notes. Similarly, the guarantees of the senior subordinated notes are unsecured senior subordinated obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior subordinated debt; Table of Contents 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. SUBJECT TO COMPLETION, DATED JULY 31, 2013 PRELIMINARY PROSPECTUS SunGard Data Systems Inc. 7 3/8% Senior Notes due 2018 7 5/8% Senior Notes due 2020 6.625% Senior Subordinated Notes due 2019 The 7 3/8% Senior Notes due 2018 (the senior notes due 2018 ) were issued in exchange for the 7 3/8% Senior Notes due 2018 originally issued on November 16, 2010. The 7 5/8% Senior Notes due 2020 (the senior notes due 2020) were issued in exchange for the 7 5/8% Senior Notes due 2020 originally issued on November 16, 2010. The 6.625% Senior Subordinated Notes due 2019 (the senior subordinated notes ) were issued in exchange for the 6.625% Senior Subordinated Notes due 2019 originally issued on November 1, 2012. The senior notes due 2018, the senior notes due 2020 (collectively, the senior notes ) and the senior subordinated notes are collectively referred to herein as the notes, unless the context otherwise requires. The senior notes due 2018 bear interest at a rate of 7 3/8% per annum and mature on November 15, 2018. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum and mature on November 15, 2020. Interest on the senior notes due 2018 and the senior notes due 2020 is payable on May 15 and November 15 of each year, beginning November 15, 2011. The senior subordinated notes bear interest at a rate of 6.625% per annum and mature on November 1, 2019. Interest on the senior subordinated notes due 2019 is payable on May 1 and November 1 of each year, beginning on November 1, 2013. We may redeem some or all of the notes at any time at the redemption prices set forth in this prospectus. The senior notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness. The senior subordinated notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness, including the senior secured credit facilities, the existing senior notes and the senior notes offered hereby. Each of our 100% owned domestic subsidiaries that guarantees our senior secured credit facilities are initially unconditionally guaranteeing the senior notes with guarantees that rank equal in right of payment to all of the senior indebtedness of such subsidiary, and are initially unconditionally guaranteeing the senior subordinated notes with guarantees that are subordinated in right of payment to all existing and future senior indebtedness of such subsidiary. The notes and the guarantees are effectively subordinated to our existing and future secured indebtedness and that of the guarantors to the extent of the assets securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. See Risk Factors beginning on page 11 for a discussion of certain risks that you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2013. Table of Contents are subordinated in right of payment to all of the applicable guarantor s existing and future senior debt (including such guarantor s guarantee under our senior secured credit facilities, the senior secured notes and the senior notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior subordinated notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior subordinated notes. As of March 31, 2013, (1) the notes and related guarantees ranked effectively junior to approximately $3,949 million of senior secured indebtedness (which includes $250 million face amount of our senior secured notes that are recorded at $247 million and $200 million under our receivables facility which is secured by accounts receivable of our subsidiaries that participate in the facility), (2) the senior notes and related guarantees ranked senior to the $1,000 million of senior subordinated notes, (3) the senior subordinated notes and related guarantees ranked junior to the senior indebtedness under the senior secured credit facilities, the senior secured notes, the senior notes, the receivables facility and $13 million of payment obligations relating to foreign bank debt and capital lease obligations, all of which totaled approximately $5,562 million, (4) we had an additional $828 million of unutilized capacity under our revolving credit facility, after giving effect to certain outstanding letters of credit and (5) our non-guarantor subsidiaries had approximately $211 million (of the $5,562 million described above), which relates to the receivables facility and payment obligations relating to foreign bank debt and capital lease obligations. Optional Redemption Prior to November 15, 2013, we have the option to redeem the senior notes due 2018, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2018 Optional Redemption. Beginning on November 15, 2013, we may redeem some or all of the senior notes due 2018 at the redemption prices listed under Description of Senior Notes Due 2018 Optional Redemption plus accrued and unpaid interest on the senior notes due 2018, if any, to the date of redemption. Prior to November 15, 2015, we have the option to redeem the senior notes due 2020, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2020 Optional Redemption. Table of Contents You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date. TABLE OF CONTENTS Page Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001401670_american_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY As used in this prospectus, references to the Company, we, our, us, or Dakota refer to Dakota Gold Corp., unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements and the notes to the financial statements. Corporate Background We were incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc. We were established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission. We were unable to raise sufficient capital to operate this business profitably and underwent a change of control and a number of changes in management. On August 17, 2012 we executed a property option agreement (the Agreement ) with MinQuest, Inc. ( MinQuest ) granting us the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims (the Property ). Under the Agreement we are required to make aggregate option payments of $860,000 and incur certain property exploration expenditures of $3,100,000 by August 17, 2021. Herb Duerr, our principal executive officer, is also a Vice President of MinQuest. We are currently an exploration-stage company as defined by the U.S. Securities and Exchange Commission ( SEC ) and we are in the business of exploring and if warranted, advancing certain unpatented mineral properties to the discovery point where we believe maximum shareholder returns can be realized. Our auditors have issued an audit opinion which includes a statement describing substantial doubt about our ability to continue as a going concern. We are dependent upon making a gold deposit discovery at the Property for the furtherance of the Company. Should we be able to make an economic find at the Property, we would then be solely dependent upon the Property mining operation for our revenue and profits, if any. The Property claims presently do not have any mineral resources or reserves. There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims. The probability that ore reserves that meet SEC guidelines will be discovered on an individual hard rock prospect at the Property is undeterminable at this time. A great deal of work is required on the Property before a determination as to the economic and legal feasibility of a mining venture on it can be made. There is no assurance that a commercially viable deposit will be proven through the exploration efforts by us at the Property. We cannot assure you that funds expended on the Property or other properties that we may acquire in the future will be successful in leading to the delineation of ore reserves that meet the criteria established under SEC mining industry reporting guidelines. Current State of Exploration The Property claims presently do not have any mineral resources or reserves. We have begun reviewing the results of the historic drilling and sampling. There is no mining plant or equipment located within the Property boundaries. Currently, there is no power supply to the mineral claims. Our planned program includes compilation of all activities to the present with a follow-up reverse circulation drill program. However, this program is exploratory in nature and no minable reserves may ever be found. The Offering: Securities Being Offered Up to 30,000,000 shares of common stock, par value $0.001, with no minimum Offering Price $0.01 per share Securities Issued 2,345,998 shares of our common stock are issued and outstanding as of the date of this prospectus. Securities Issued After This Offering 32,345,998 shares issued and outstanding if we sell all 30,000,000 shares being offered hereby Market for the Common Shares Our common stock is traded on the Over The Counter Bulletin Board ( OTCBB ) under the symbol DAKO. To date there has only been a very limited trading market for our securities. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Use of Proceeds We intend to use the net proceeds of this offering for undertaking a drill program on our Property and for general corporate purposes. Termination of the Offering The earlier of: (i) the date when the sale of all 30,000,000 shares is completed, or (ii) 180 days from the effective date of this registration statement, which date may be extended by us in our discretion for an additional 90 days. Terms of the Offering Our directors and officers will sell our stock upon effectiveness of this prospectus on a self-underwritten basis. Summary Financial Information The following presents our summary financial information for the periods indicated and should be read in conjunction with the information contained in Management's Discussion and Analysis or Plan of Operations and our financial statements and related notes appearing elsewhere in this prospectus. Statement of Operations Data Six Months Ended October 31, 2012 (unaudited) Year Ended April 30, 2012 Year Ended April 30, 2011 Period from August 1, 2010 (inception of exploration stage) to October 31, 2012 (unaudited) Operating revenues $ - $ - $ - $ - Income (loss) from operations $ (27,077 ) $ (96,705 ) $ (83,452 ) $ (137,340 ) Net income (loss) $ (34,433 ) $ (96,705 ) $ (83,452 ) $ (202,479 ) Balance Sheet Data October 31, 2012 April 30, 2012 April 30, 2011 Working capital $ (82,715 ) $ (48,282 ) $ (51,577 ) Total assets $ 27,968 $ 39,154 $ 31,556 Total liabilities $ 110,683 $ 87,346 $ 81,133 Stockholders (Deficit) Equity $ (82,715 ) $ (48,282 ) $ (51,577 )

parsed_sections/prospectus_summary/2013/CIK0001408351_cardinal_prospectus_summary.txt

@@ -0,0 +1,46 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights certain information
+contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing
+in our common stock. You should carefully read the entire prospectus, including the section entitled "Risk Factors"
+and our financial statements and related notes, before you decide whether to invest in our common stock. If you invest in our common
+stock, you are assuming a high degree of risk. See the section entitled "Risk Factors." References to "our,"
+"our company," "us," or "the Company" refer to Cardinal Energy Group, Inc. and its subsidiaries,
+unless the context indicates otherwise.
+
+ 
+
+About Us
+
+ 
+
+We were incorporated
+in the State of Nevada on January 19, 2007 under the name Koko Ltd. for the purpose of developing, manufacturing and
+selling a steak timer. On September 28, 2012, we changed the focus of our business when we acquired all of the ownership
+interests of Cardinal Energy Group, LLC, an Ohio Limited Liability Company which is engaged in the business of exploring,
+purchasing, developing and operating oil and gas leases. We changed our name to Cardinal Energy Group, Inc. on October 10,
+2012 in connection with this acquisition.
+
+ 
+
+We intend to acquire additional producing and
+non-producing oil and gas properties in future. On July 3, 2013 we completed the acquisition of an 85%
+working interest in producing oil and gas leases located in Shackelford County, Texas known as the Conway-Dawson Leases (the "Conway-Dawson
+Leases") from an unaffiliated third party. We paid $400,000 for the Conway-Dawson Leases, all of which was paid pursuant
+to a 24-month balloon Secured Promissory Note (the "Note") with an annual interest rate of six percent (6%). If we
+pay the Note in full within 90 days of its issuance, the outstanding principal amount of the note and accrued interest shall be
+reduced by 10%. We intend to repay the Note by allocating 40% of the monthly proceeds after the lease operating expenses attributable
+to our working interests are deducted will be paid directly to the seller to reduce the debt under the Note.
+
+ 
+
+We have nominal revenues, have achieved losses
+since inception, have limited operations, have been issued a going concern opinion by our auditors and currently rely upon the
+sale of our securities to fund operations.
+
+ 
+
+We have no plans to change our business activities
+or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

parsed_sections/prospectus_summary/2013/CIK0001416436_bausch_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001436304_kythera_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CIK0001440770_china_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the Risk Factors section and our consolidated financial statements and the related notes appearing at the end of this prospectus, before making an investment decision. Unless the context otherwise requires, the "Company", "we," "us," and "our," refer collectively to (i) China Electronics Holdings, Inc., a Nevada corporation ( China Electronics ), (ii) China Electronic Holdings, Inc., a Delaware corporation ( CEH Delaware ), and (iii) Lu an Guoying Electronic Sales Co., Ltd., a wholly foreign enterprise ( WOFE ), under the laws of the People s Republic of China ( Guoying ). Overview We are a significant retailer of consumer electronics and appliances in certain rural markets in the People s Republic of China (the PRC or China ). Our retail stores operate under the Guoying brand name. Such stores include locations that are owned and operated by us as well as locations that we exclusively franchise pursuant to cooperation agreements that franchisees sign with us. Both our Company-owned stores and our exclusive franchise stores only sell merchandise that we provide to them as their exclusive wholesaler, and such merchandise includes Guoying branded products as well as products from major wholesalers such as Sony, Samsung and LG. In addition to our Company-owned stores and our exclusive franchise stores, we provide Guoying branded merchandise as a wholesaler or distributor to other stores to which we are a non-exclusive wholesaler of consumer electronics and appliances. As of August 23, 2012: o We were the exclusive wholesaler to 306 exclusive franchise stores operating under the Guoying brand name and provide merchandise to 296 stores in total located in Anhui province; o We provided Guoying branded merchandise as well as merchandise from well known companies including Sony, Samsung and LG to 176 non-exclusive stores; and o We owned 2 stores both of which operate in Lu An City, Anhui Province, that operate under the Guoying brand name and to which we are the exclusive wholesaler and distributor. We are the exclusive distributor for Guoying branded refrigerators. We are also a wholesaler in the Lu an area for products under the brand names, Sony, LG, Samsung, Tsinghua Tongfang, Haier, Shanghai Shangling, Chigo, Huayang and Huangming. Guoying is a general sales agency of Sino-Japan Sanyo electronic products, such as Sanyo televisions, air conditioners, washing machines and micro-wave ovens. Currently, our products are supplied to us by large distributors, including the brand names Sony, Samsung, LG, Tsinghua Tongfang, Haier. Guoying has partnered with Huangming and Huayang, the two largest manufacturers of solar thermal products in China, to be their exclusive retail outlet in Lu an. Some of their energy efficient, green products include solar thermal water heaters, solar panels (photovoltaic) and energy saving glass. Our sales market currently mainly targets customers in county, township and villages (the third, fourth and fifth tiers of markets) in Anhui Province of China. Our distribution and sales network currently covers twelve districts and counties in Anhui province, namely Shou County, Shu City, Jin An, Yu An, Huo Shan, Jinn Sai, Huo Qiu, Gu Shi , Ye Ji, Fei West, Fei East, and Huai Nan Districts. In August, 2011, our Board decided to terminate our exclusive and non-exclusive franchise agreements with a number of carriers in order to strengthen and grow the Company s business in the long term after concluding that the rapid growth of the company s number of stores and aggressive business expansion had caused deficiencies in the company s internal control and management. The following criteria has been used to determine which stores ( Disqualified Exclusive Stores and Disqualified Non-Exclusive Stores ) to close (i) exclusive franchise stores that sold merchandise supplied by other wholesalers in breach of the exclusive franchise agreement; (ii) exclusive and non-exclusive franchise stores that failed to obey the Company s pricing and resulting in lower profit margins; (iii) stores located remotely Lu An City that result in higher transportation and logistics expenses to us; (iv) stores that sold brand of merchandise that not supplied by us and therefore terminate its franchise agreement with us. During the year ended December 31, 2011 and the quarter ended September 30, 2012, we have closed 1 company-owned store, terminated our contracts with 364 exclusive franchise stores, and terminated our contracts with 560 non-exclusive franchise stores. We do not expect to terminate our franchise contracts with a significant number of non-exclusive stores during the remainder of 2012. We estimate that we may terminate franchise contracts with about 100 exclusive stores if they cannot reach our standards by the end of 2012. Industry According to the 2010 PRC Census, more than 50% of China s population resides in rural areas of China and rural purchasers are the largest consumer group in China. After many years of economic reforms, the average income of people living in China s rural areas has gradually increased, and according to the National Bureau of Statistics of China, the per capita net income of rural residents increased 10.9% in 2010. Based on this increase in average income, we believe that such area has significant growth potential, and it does not appear that many of the urban chains have expanded into the rural communities. First, according to information published by China Economic News dated December 9, 2010, the central government has increased the income of the rural population by reducing the amount of taxes paid by farmers. As a result of this increase in income, such people have more disposable income for discretionary spending. Second, the Chinese government has initiated a rural home appliance and electronics rebate program, called the Rural Consumer Electronics plan. This plan (a) provides that the maximum sales price of electronics is fixed at a price which is usually equal to the market price of the same products in urban areas and (b) grants rural consumers a 13% rebate from the government on their purchases of electronics. Third, the current consumer electronics and appliances markets in big PRC cities like Beijing, Shanghai, and Shenzhen are already saturated by electronics stores, which results in limited margins. While we have some competitors in the rural markets, we believe that the retail chains that exist in larger cities have not established any significant name recognition in the rural markets. Therefore, we believe that such stores success in larger cities will not necessarily result in success in the rural areas where we operate. We believe that significant opportunity remains due to the increased per capita income of rural residents. Our Competitive Strengths We believe that the following strengths differentiate us from our competitors and enable us to maintain a leading position as a rural retailer and wholesale distributor of electronics and consumer appliances in China: o We are a wholesaler in the Lu an area for products under the brand name Sony, LG, Samsung, Tsinghua Tongfang, Haier, Shanghai Shangling; o We are a rural based business and we understand the preferences of a rural customers; and o We are the exclusive retail seller in the Lu an area for Huangming and Huayang, each are well-regarded PRC companies that manufacture solar-powered products for consumer usage. Our Strategy Our goal is to become the dominant rural retailer and wholesale distributor of electronics and consumer appliances with nationwide distribution and sales network in China. The principal components of the business strategy we plan to implement to attain our goals include the following: o Open new company-owned stores and develop growth of business of Company-Owned Stores; o Establish logistic centers in Lu An City to provide transportation and delivery services of merchandises to Anhui , Hubei and Henan provinces; o Close disqualified Exclusive Franchise Stores in Anhui province; open new Exclusive Franchise Stores in Anhui, Hunan and Hubei provinces; maintain and grow business with existing profitable Exclusive Franchise Stores; o Close disqualified Non-Exclusive Franchise stores in Anhui province; open new Non-Exclusive Franchise Stores in Anhui, Hunan and Hubei provinces; maintain and grow business with existing profitable Non-Exclusive Franchise stores; o Be the Exclusive Rural Distributor for Well-Known Electronic and Consumer Appliance Manufactures; and Risks and Challenges We believe that the following are some of the major risks and uncertainties that may materially and adversely affect our business, financial condition, results of operations and prospects: o Poor performance or sales by our exclusive franchise stores or non-exclusive stores; o Our dependence on a limited number of suppliers for our wholesale business; o Our ability to manage the growth and expansion of our operations; o Demand for electronics and consumer appliances in China may not continue to grow; o Our ability to develop new exclusive franchise stores; and o Adverse changes in the Chinese economy. See Risk Factors beginning on page 8 and other information contained in this prospectus for a detailed discussion of these risks and uncertainties. Our Corporate Structure Our current structure is set forth in the diagram below: Our principal executive offices are located at Building G-08, Guangcai Market, Foziling West Road, Lu an City, Anhui Province, PRC 237001, and our telephone number is 011-86-564-3224888. THE OFFERING Between three months and 2 years prior to the consummation of the Share Exchange Agreement, dated as of July 9, 2010 (the Share Exchange Agreement ), CEH Delaware sold shares of common stock and warrants to investors in transactions pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder. On July 15, 2010 we consummated the Share Exchange Agreement with certain Selling Stockholders. Pursuant to the Share Exchange Agreement, on July 15, 2010, 10 former stockholders of our subsidiary, CEH Delaware, transferred to us 100% of the outstanding shares of common stock and preferred stock of CEH Delaware and 100% of the warrants to purchase common stock of CEH Delaware held by them, in exchange for an aggregate of 13,785,902 newly issued shares of our Common Stock (including 13,665,902 shares of common stock issued pursuant to the Share Exchange Agreement dated July 22, 2010, and 120,000 shares of common stock issued to consultants related to their professional services) and warrants to purchase an aggregate of 1,628,570 shares of our Common Stock. CEH Delaware s outstanding Series A warrants were exchanged on a one-for-one basis for Series A warrants of the Company to purchase an aggregate of 314,285 shares of Common Stock, with an exercise price of $2.19 per share. CEH Delaware s outstanding Series B warrants were exchanged on a one-for-one basis for Series B warrants of the Company to purchase an aggregate of 314,285 shares of Common Stock, with an exercise price of $2.63 per share. CEH Delaware s outstanding $1.00 warrants were exchanged on a one-for-one basis for Series E warrants of the Company to purchase an aggregate of 1,000,000 shares of Common Stock, with an exercise price of $0.25 per share. Pursuant to the terms of the Series A, B and E warrants, the Company is required to register as many shares as permitted of Common Stock issuable upon the exercise of the warrants. On July 15, 2010 we also consummated a Private Placement made pursuant to a Subscription Agreement dated as of July 9, 2010 (the Purchase Agreement ) with certain of the Selling Stockholders, pursuant to which we sold units (the Units ) to such Selling Stockholders. Each Unit consists of four shares of our Common Stock, a warrant to purchase one share of Common Stock at an exercise price of $3.70 per share (a Series C Warrant ) and a warrant to purchase one share of Common Stock at an exercise price of $4.75 per share (a Series D Warrant ). Additional Private Placements were consummated on July 26, 2010 and August 17, 2010. The aggregate gross proceeds from the sale of the Units was $5,251,548 and in such Private Placements, an aggregate of (a) 1,989,211 shares of our Common Stock, (b) Series C Warrants to purchase an aggregate of 497,303 shares of our Common Stock and (c) Series D Warrants to purchase an aggregate of 497,303 shares of our Common Stock was sold. Pursuant to Section 9(d) of the Purchase Agreement, the Company is required to register all of the shares of Common Stock and shares of Common Stock underlying the warrants that were issued in the Private Placement. Under Section 8 of the warrants issued by the Company, as many shares as permitted of Common Stock issuable upon exercise of the warrants are required to be registered pursuant to Section 9(d) of the Purchase Agreement. The below table sets forth gross proceeds paid to the Company in the Private Placements, fees paid by the Company in connection with the Private Placements and the resulting net proceeds to the Company: Gross Proceeds Fees Net Proceeds $ 5,251,548 $ 525,155 (1) $ 4,726,393 (1) Represents an aggregate of success fees paid to Hunter Wise Securities, LLC and American Capital Partners, LLC in connection with the offering. As additional consideration, Hunter Wise Securities, LLC received a Series F(i) warrant to purchase 31,429 shares of Common Stock at an exercise price of $1.75 per share, a Series F(ii) warrant to purchase 94,329 shares of Common Stock at an exercise price of $2.64 per share and 180,000 shares of Common Stock. American Capital Partners, LLC received a Series F(iii) warrant to purchase 104,592 shares of Common Stock at an exercise price of $2.64 per share. This prospectus relates to the resale of the 5,390,422 shares of our Common Stock issued to the Selling Stockholders and issuable to the Selling Stockholders upon exercise of all of the warrants referred to in the preceding paragraphs. Issuer China Electronics Holdings, Inc. Common Stock outstanding prior to the Offering 16,775,113 shares Common Stock offered by the Selling Stockholders 5,390,422 shares Total shares of Common Stock to be outstanding after the Offering assuming exercise of all outstanding warrants 19,402,489 shares Use of Proceeds We will not receive any proceeds from the sale of the shares of Common Stock. Our OTCQB Trading Symbol CEHD.QB

parsed_sections/prospectus_summary/2013/CIK0001489542_nugold_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing. You should read the entire prospectus carefully, including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as otherwise required by the context, references in this prospectus to "we," "our," "us" and NuGold Resources refer to NuGold Resources, Inc. NuGold Resources is a development stage company incorporated in the State of Nevada on February 26th, 2010. We were formed to engage in the business of buying and selling gold. Upon the completion of this offering and the implementation of a distribution network, we may expand purchases to include other precious metals and stones. In February 2010 we commenced our planned principal operations. Since our inception on February 26, 2010 through September 30, 2013, we have not generated any revenues and have incurred a net loss of $ 122,834 . In February of 2010 our only business activity was the formation of our corporate entity and the development of our business model. We anticipate the commencement of generating revenues in the next twelve months, of which we can provide no assurance. The capital raised in this offering has been budgeted to cover the costs associated with the offering, such as accounting services, and various filing fees and transfer agent fees. Additionally capital raised in this offering will fund website and marketing development, purchase of investment quality gold and other precious metals and working capital. We believe that our lack of significant expenses and our ability to commence with private purchases and sales, may generate revenues sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. However, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from gold sales will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors report to the financial statements included in the registration statement. NuGold Resources is building a business based on the buying and selling of gold through private party transactions. At this time we are in the process of implementing our marketing plan, which includes graphic design work, and lead development. We have no intentions to be acquired or to merge with an operating company. Additionally, our shareholders have no intention of entering into a change of control or similar transaction. No member of our management or any of our affiliates have been previously involved in the management or ownership of a development stage company that has not implemented its business plan, engaged in a change of control or similar transaction or has generated no or minimal resources to date. We commenced operations in February of 2010, since then we have been developing our marketing plan, establishing market contacts and developing our website and our investment methods. Our business model, which is still evolving as new ideas are brought forth, is built on revenue streams from the buying and selling of gold products. In the future we may branch out into the buying and selling of other precious metals as well as rare and precious gem stones. We are unsure at this time as to the time frame of this market expansion, as the result of a lack of additional capital and investment leads. Gold Investment and Sales NuGold Resources initially plans to buy and sell gold through private transactions. We had one supplier of this precious metal, Alcantara Brands Corporation. However they were unable to deliver the gold as agreed and we have since been developing relationships with other potential suppliers; however, we have not come to any concrete agreements with any suppliers. We have been in contact with individuals with connection to a gold mine in the Republic of Ghana in West Africa. We have not yet formalized the relationship or come to any specific agreement. We intend to develop additional contacts to allow the Company to purchase gold and other precious minerals at competitive prices. As of the date of this prospectus we have one officer who also serves as our sole director, acting as our sole employee, who we anticipate devoting a significant portion of his time to the company going forward. Additionally, even with the sale of securities offered hereby, we will not have the financial resources needed to hire additional employees or meaningfully expand our business. Even though we intend to generate revenues upon the commencement of our marketing plan, it is possible we will sustain operating losses for at least the next 12 months. Even if we sell all the securities offered, the majority of the proceeds of the offering will be spent for costs associated with the offering, fees associated with SEC reporting requirements and gold investment purchases. Investors should realize that following this offering we will be required to raise additional capital to cover the costs associated with our plan of operation. NuGold Resources, Inc. s address and phone number are: NuGold Resources, Inc. 7494 Saginaw Way Citrus Heights, CA 95610 (916) 599-6535 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 9 ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number 333-184228 Filed February 7, 2013 NuGold Resources, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1040 (Primary Standard Industrial Classification Code Number) 27-2004301 (I.R.S. Employer Identification Number) 7494 Saginaw Way Citrus Heights, CA 95610 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Brenton J. Country, President NuGold Resources, Inc. 7494 Saginaw Way Citrus Heights, CA 95610 (916) 599-6535 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. 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 file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company x

parsed_sections/prospectus_summary/2013/CIK0001503579_station_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001504937_vaporin_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless the context provides otherwise, the terms the Company, we, us, and our refer to Valor Gold Corp. Overview We are an exploration stage gold and minerals exploration company focused on searching for gold and other mineral resources and seeking out potentially significant exploration and development targets. We were incorporated as a Delaware corporation on June 2, 2009 under the name Felafel Corp. for the purpose of establishing and operating a falafel restaurant in Riga, Latvia. On March 27, 2012, we amended and restated our certificate of incorporation in order to, among other things, change our name to Valor Gold Corp. and increase our authorized capital stock to 250,000,000 shares of stock, of which 200,000,000 are designated as common stock and 50,000,000 are designated as blank check preferred stock. On May 17, 2012, we filed a certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock designating and authorizing the issuance of 5,000,000 shares of Series A Preferred Stock. On May 24, 2012, we entered into an Agreement and Plan of Merger (the Merger Agreement ) with (i) Red Battle Corp. ( Red Battle ), a Delaware corporation and owner of all of the outstanding membership interests of each of Arttor Gold LLC ( Arttor Gold ), a Nevada limited liability company, and Noble Effort Gold LLC ( Noble Effort ), a Nevada limited liability company, (ii) Pershing Gold Corporation ( Pershing ), a Nevada corporation and owner of all of the outstanding capital stock of Red Battle, and (iii) Valor Gold Acquisition Corp., our newly formed, wholly-owned Delaware subsidiary ( Acquisition Sub ). Upon closing of the transaction contemplated under the Merger Agreement (the Merger ), our Acquisition Sub merged with and into Red Battle, and Red Battle, as the surviving corporation, became our wholly-owned subsidiary. In consideration for the Merger, Pershing received, as Red Battle s sole shareholder, (i) 25,000,000 shares of our Common Stock; (ii) $2,000,000; and ( iii ) a promissory note in the principal amount of $500,000. As a result of the Merger, we acquired certain business and operations from Pershing primarily consisting of junior gold exploration mining claims and related rights held by Arttor Gold and Noble Effort. At the effective time of the Merger, we discontinued our prior business and operations and revised our business purpose to pursue the business and operations previously pursued by Pershing through its Arttor Gold and Noble Effort subsidiaries as its sole business. Contemporaneously with the closing of the Merger, we raised a total of $3,800,000 pursuant to an offering to accredited investors of 4,500,000 shares of Common Stock at $0.40 per share and 5,000,000 shares of Series A Preferred Stock at $0.40 per share. On April 16, 2013, our management made a determination that it would be in the best interest of the Company and its shareholders to explore additional business opportunities and strategic alliances. This decision followed an analysis of the Company s current mining prospects coupled with the current economic climate relating to the gold market in general, which has experienced a significant downturn. We plan on continuing our current business (as a junior exploration company) while exploring new strategic and developmental opportunities, including acquisitions, strategic alliances, consolidations or other partnering arrangements. Additionally, we may explore new opportunities in other business sectors that may be divergent from our historical business focus as an exploration stage gold and minerals company, in which case, we may choose to divest our historical business. To date, we have not entered into any binding agreements or made any formal decision regarding any of the foregoing. Corporate Structure Red Battle is an exploration stage gold and minerals exploration company focused on searching for gold and other mineral resources and seeking out potentially significant exploration and development targets. It was formed in Delaware on April 30, 2012 and on May 23, 2012 purchased all of the outstanding membership interests of Arttor Gold and Noble Effort. As a result of the Merger between the Company, Red Battle, Pershing (Red Battle's sole shareholder) and the Company's newly formed acquisition sub, Red Battle merged with and into the Company's acquisition sub causing Red Battle to become our wholly-owned subsidiary and we succeeded to the business of Red Battle as our sole line of business. Arttor Gold was formed as a limited liability company in Nevada on April 28, 2011 and on May 24, 2011, Pershing purchased all of Arttor Gold s outstanding membership interests from its former members. Also on May 24, 2011, Arttor Gold entered into lease agreements for the Red Rock Mineral Prospect and North Battle Mountain Mineral Prospect, which are both located in Nevada. These leases granted Arttor Gold the exclusive right to explore, mine and develop gold, silver, platinum and other minerals on these properties. On August 22, 2011 Arttor Gold and Pershing entered into a mining lease with Centerra (US) Inc. for exploration rights to certain properties adjacent to the Arttor Gold properties. Noble Effort was formed as a limited liability company in Nevada on June 6, 2011 to explore potential acquisitions of natural resources properties suitable for exploration and development and, pursuant to an operating agreement dated June 6, 2011, Pershing owned 100% of the outstanding membership interests of Noble Effort. On May 24, 2012, Pershing and Arttor Gold assigned their interest in the Centerra properties to Noble Effort. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VALOR GOLD CORP. (Exact name of registrant as specified in its charter) Delaware 1000 45-5215796 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) David Rector Chief Executive Officer 200 S Virginia Street, 8th Floor Reno, NV 89501 (888) 734-4361 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Harvey J. Kesner, Esq. 61 Broadway, 32nd Floor New York, New York 10006 Telephone: (212) 930-9700 Approximate date of commencement of proposed sale to the public: As soon as practicable 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. S 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 of 1933 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 a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One): Large Accelerated Filer Accelerated Filer Non-Accelerated Filer (Do not check if a smaller reporting company) Smaller Reporting Company S The following organization charts are illustrations of the Merger and the foregoing: CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common stock, par value $.0001 per share (2) 12 ,000,000 $0. 30 $ 3,600 ,000 $ 491.04 Common stock, par value $.0001 per share, issued in connection with the May 2012 Merger Agreement (3) 25,000,000 $ 0. 40 (4) $ 10,000 ,000 $ 1, 364.00 Total 37 ,000,000 $ 1,855.04 (5) (1) Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of Common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. (2) The shares of common stock noted in the first row will be offered under the primary offering prospectus relating to our proposed public offering. (3) The shares of common stock noted in the second row will be offered under the secondary offering prospectus relating to resales by the selling stockholders of the shares of common stock issued to the selling stockholders (the Secondary Offering ). (4) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the registrant's common stock as reported on the OTC Bulletin Board on April 25, 2013 , in accordance with Rule 457(c) under the Securities Act. (5) Previously paid. 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. Properties The North Battle Mountain Mineral Prospect is located in Lander County, Nevada, approximately 20 miles north of the town of Battle Mountain in north central Nevada. The property consists of 72 unpatented lode mining claims and encompasses approximately 1,440 acres. To date, exploration activities have included detailed geologic mapping, rock and soil geochemical sampling, a detailed gravity survey and a 3-line CSAMT geophysical survey. Drill targets have been defined but no drilling has been attempted. As yet, BLM drilling permits have not been obtained. The Red Rock Mineral Prospect is located in Lander County, Nevada, 26 miles south of the town of Battle Mountain. The property consists of 527 unpatented lode mining claims and encompassing approximately 10,440 acres. To date, exploration activities have included detailed geologic mapping, rock and soil geochemical surveys, a detailed gravity survey, a 13 line CSAMT geophysical survey, and drilling of 16 shallow reverse circulation drill holes and 6 diamond core holes. Five reverse circulation/diamond core holes are planned for 2013. If funds are available, additional gravity work will be completed. The Centerra gold prospect is located in Lander County, Nevada, 26 miles south of the town of Battle Mountain. The property consists of 24 unpatented lode mining claims and encompasses approximately 480 acres. Exploration activities include detailed geologic mapping, rock and soil geochemical surveys, a gravity survey, 9 lines of CSAMT geophysical survey and drilling of 11 shallow reverse circulation drill holes and one diamond core hole. Four reverse circulation/diamond core holes are planned for 2013. 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 we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED April 26, 2013 PRELIMINARY PROSPECTUS 12 ,000,000 Shares VALOR GOLD CORP. Common Stock 12 ,000,000 Shares of Common Stock We are offering up to 12 ,000,000 shares of our common stock on a best efforts basis. The public offering price will be $0. 30 per share. Because there is no minimum offering amount required as a condition to the closing of this offering, the placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth below Our common stock is quoted on the OTC Bulletin Board and trades under the symbol VGLD. The last reported sale price of our common stock on the OTC Bulletin Board on April 25, 2013 , was $0. 40 per share. Investing in the offered securities involves substantial risks. See Risk Factors, beginning on page 6 . Per Share Total Offering Price $ $ Placement agent's fees $ $ Offering proceeds to us, before expenses $ $ Offering proceeds to the selling stockholders $ $ The registration statement of which this prospectus forms a part also registers on behalf of the selling stockholders a total of 25,000,000 shares of our common issued in connection with a merger agreement dated as of May 24, 2012. The shares of our common stock offered by the selling stockholders are not part of or conditioned on the closing of our public offering. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is ________, 2013 . Financial Results We reported a net loss of $1,119,783 for the period from April 28, 2011 (Inception) to December 31, 2011 and a net loss of $8,314,239 for the fiscal year ended December 31, 2012. We expect to incur significant losses into the foreseeable future and our current monthly burn rate is approximately $160,000. We anticipate that we will require approximately $3,000,000 on our gold exploration expenses for our North Battle Mountain, Red Rock and Centerra Gold prospect properties and approximately $500,000 on public company expenses. We have current cash on hand of approximately $813,000 as of December 31, 2012 and we anticipate that our present capital will be sufficient to fund our operations through May 2013. To date, we have not generated any revenues from our mining operations. Our auditor, in its report dated March 25, 2013, express substantial doubt about our ability to continue as a going concern.

parsed_sections/prospectus_summary/2013/CIK0001512081_internatio_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summarizes information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including the financial statements and the related notes thereto, contained elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." As used in this prospectus, the terms "IAC," "Company," "we," "our," "us" and similar terms refer to International Automotive Components Group, S.A. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires. Our Company We are a leading global supplier of automotive interior components and systems serving all major multinational automotive original equipment manufacturers, or OEMs. We offer OEM customers around the world a broad portfolio of components and systems through our core product categories, including instrument panels, consoles & cockpits; door & trim systems; flooring & acoustic systems; headliner & overhead systems; and other interior & exterior components. We believe we are the third largest automotive interior components supplier globally by market share and, among our primary competitors in the global marketplace, the only global supplier principally focusing on a wide range of interior products. We have a geographically diversified footprint with 80 manufacturing facilities operating across 19 countries. We believe that we have an efficient and low-cost global footprint. We currently operate in three geographic regions: North America, Europe and Asia. Since our formation, we have successfully integrated 16 acquisitions throughout North America, Europe and Asia. These acquisitions expanded our product capabilities, strengthened and broadened our relationships with OEMs, helped reinforce our product focus, leveraged our program management process and expanded our low-cost global manufacturing footprint. Additionally, we have made investments in emerging economies, building multiple new facilities from the ground up, or greenfield investments, in countries such as China, India and Romania. As OEMs continue to increase their use of common structural and engineering designs for their products across multiple geographic markets, or global vehicle platforms, we believe we are well-positioned to benefit from the associated global supplier sourcing trend given the breadth of our operations. We are an engineering-driven organization that takes a solution-based approach to meeting our customers' needs for automotive components and systems. We utilize our 22 design, technical and commercial centers across North America, Europe and Asia, along with the expertise of approximately 1,900 engineers, to collaborate with OEM customers at the beginning of the vehicle platform development stage to integrate customized designs that balance their concept requirements and cost considerations. As part of this process, we are able to develop components, systems and solutions designed to improve comfort and convenience, increase fuel efficiency, enhance safety, promote personalization, improve acoustics and expand the use of environmentally conscious materials, allowing our customers to produce better products for consumers. We believe OEM customers recognize the benefits and synergies of our full suite of components and systems that we design, engineer and manufacture, providing us with a competitive advantage over single-product interior suppliers. We are a direct supplier to a diverse global customer base that includes established OEM customers as well as smaller, fast-growing OEM customers in emerging markets. We typically are the single-source provider to our OEM customers and usually supply interior components and systems for the life of the vehicle platforms that we serve. We have long-term, well-established relationships with most of our OEM customers that strengthen our position as the incumbent interior components and systems supplier, help us maintain our supplier role throughout the life of our contracts and increase Table of Contents Note 15. Fair Value Measurements (Continued) The estimated fair values for other financial assets and liabilities not measured at fair value were as follows (in millions): June 29, 2013 December 31, 2012 Carrying Value Fair Value Carrying Value Fair Value Measurement Approach Senior Secured Notes $ 300 $ 300 $ 300 $ 278 Level 2 Amended and Restated Credit Facility 141 141 102 102 Level 2 European Securitization Program 91 91 117 117 Level 2 Hermosillo Note Payable 33 35 36 38 Level 2 Other borrowings 42 42 34 34 Level 2 The carrying values reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable and other current liabilities approximate their fair values due to the short-term nature of these instruments. The fair value of long-term debt, excluding the Senior Secured Notes, was estimated using a discounted cash flow analysis based on the Company's then-current borrowing rates for similar types of borrowing arrangements for long-term debt without a quoted market price. The fair value of the Senior Secured Notes was calculated using quoted market prices. Note 16. Related Party Transactions A summary of transactions with affiliates and other related parties is shown below (in millions): Three Months Ended, Six Months Ended, June 29, 2013 June 30, 2012 June 29, 2013 June 30, 2012 Sales (a) $ 5 $ 33 $ 35 $ 69 Purchases (b) 7 6 14 Administration charges (c) 1 1 1 MARKET AND INDUSTRY DATA Market and industry data used throughout this prospectus, including information relating to our relative position in the automotive interiors supply industry, is based on the good faith estimates of our management, which in turn are based upon our management's review of internal surveys, surveys commissioned by us, independent industry surveys and publications and other publicly available information prepared by third parties, including publicly available information prepared by IHS Automotive, a global forecasting service for automotive production, and J.D. Power and Associates, a global marketing information firm. Our internal data and forecasts have not been verified by any independent source and we have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions upon which those sources relied. Estimates of historical growth rates in the markets where we operate are not necessarily indicative of future growth rates in such markets. TRADEMARKS AND TRADE NAMES This prospectus contains trademarks, trade names and service marks of other companies and such trademarks, trade names and service marks are the property of their respective owners. Use or display by us of the trademarks, trade names or service marks of other companies is not intended to and does not imply a relationship or endorsement or sponsorship by us of the owner. ENFORCEABILITY OF CIVIL LIABILITIES We are a corporation organized under the laws of the Grand Duchy of Luxembourg, or Luxembourg. A substantial portion of our assets are located outside the United States, or the U.S., and certain of our directors reside outside the U.S. As a result, investors may not be able to effect service of process within the U.S. upon us or our directors or officers or to enforce against us or them in U.S. courts judgments predicated upon the civil liability provisions of U.S. federal securities law. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States. It may also be difficult for an investor to bring an original action in a Luxembourg or other foreign court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. In particular, there is doubt as to the enforceability of original actions in Luxembourg courts of civil liabilities predicated solely upon U.S. federal securities laws, and the enforceability in Luxembourg courts of judgments entered by U.S. courts predicated upon the civil liability provisions of U.S. federal securities laws will be subject to compliance with procedural and other requirements under Luxembourg law, including the condition that the judgment does not violate Luxembourg public policy. Table of Contents the likelihood for us to win new and replacement contracts as next vehicle generation sourcing is completed. We manufacture products for approximately 350 platforms globally with approximately 140 in North America, 130 in Europe and 80 in Asia. In 2012, our products were used in 19 of the top 20 passenger vehicles and trucks, or light vehicles (vehicles which have a maximum gross vehicle weight rating of less than 8,500 pounds), manufactured in North America, 16 of the top 20 light vehicles manufactured in Europe and three of the top 20 light vehicles manufactured in Asia. Our new business awards have increased in recent years, including awards from 20 different OEM customers across a broad range of platforms and geographies during the year ended December 31, 2012. Affiliates of WL Ross & Co. LLC, or, collectively, WLR, formed our company in 2006 with the intent to lead consolidation in the fragmented automotive interior components sector. Together with WLR, our management team has executed a consolidation strategy to create a unified global supplier capable of providing a broad portfolio of interior components and systems. For the year ended December 31, 2012, we generated sales of $4.7 billion, net loss of $38 million and Adjusted EBITDA of $211 million. For the six months ended June 29, 2013, we generated sales of $2.6 billion, net loss of $16 million and Adjusted EBITDA of $100 million. See " Summary Historical Financial Data." We define, reconcile and explain the importance of Adjusted EBITDA, a non-GAAP financial measure, in " Summary Historical Financial Data." Our OEM Customers, Product Categories and End Markets We have a defined focus on interior components and systems, offering a broad interior component portfolio to a diverse global customer base. 2012 Sales by Geography 2012 Sales by Product 2012 Sales by OEM 73, C te d'Eich L-1450 Luxembourg Grand Duchy of Luxembourg +352-267-5040 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Janis N. Acosta Executive Vice President, General Counsel and Corporate Secretary 28333 Telegraph Road Southfield, Michigan 48034 (248) 455-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Randi L. Strudler Jones Day 222 East 41st Street New York, New York 10017 Tel: (212) 326-3939 Fax: (212) 755-7306 Michael Benjamin Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Tel: (212) 848-4000 Fax: (212) 848-7179 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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. 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, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company The registrants hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrants 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The following sets forth 2012 sales (dollars in millions) and the percentage of 2012 sales for each of our product categories: Instrument Panels, Consoles & Cockpits Door & Trim Systems Flooring & Acoustic Systems Headliner & Overhead Systems Other Interior & Exterior Components $1,675 $1,133 $973 $495 $436 36% 24% 21% 10% 9% The following is a list of products for each of our product categories: Instrument Panels, Consoles & Cockpits Door & Trim Systems Flooring & Acoustic Systems Headliner & Overhead Systems Other Interior & Exterior Components Instrument panels Center consoles Cockpits Air distribution ducts Air registers Cupholders Decorative appliqu s Glove box assemblies Hard panels Soft panels Door panels Armrests Decorative appliqu s Garnish trim Hard panels Map pockets Safety components Soft panels Speaker grilles Switch bezels Floor carpet Acoustic insulators Engine insulators Expandable sealing Floor mats Heat shields Package trays Trunk trim Utility flooring Wheel arch liners Headliner substrates Overhead systems Air distribution ducts Assist handles Coat hooks Garnish trim Interior lighting Overhead consoles Safety components Visors Interior: Cargo management Load floors Seat panels Exterior: Bumper fascias Rocker molding Recreational vehicle trim Reservoir systems Rocker panels The following is a list of representative customers for each of our product categories: Instrument Panels, Consoles & Cockpits Door & Trim Systems Flooring & Acoustic Systems Headliner & Overhead Systems Other Interior & Exterior Components Changan Suzuki Chrysler/FIAT Daihatsu Dongfeng Honda Ford General Motors Honda Hyundai Jaguar Land Rover Mahindra Reva Nissan Suzuki UD Truck Volvo VW Group BMW Changan-Ford Chery JLR Denza Ford GAC Mitsubishi Mahindra & Mahindra MAN Mercedes Benz Nissan SAIC Shanghai GM Toyota VW Group Volvo Subaru BAIC BMW Chrysler/FIAT Daimler Truck Ferrari Ford Honda Jaguar Land Rover Mercedes Benz Navistar Nissan Renault Truck Rolls-Royce Shanghai GM Subaru BMW Chrysler/FIAT Honda Fujian Daimler General Motors International Cars & Motors Jaguar Land Rover Maruti Suzuki Mercedes Benz Qoros Tan Chong Toyota Volvo Eicher VW Group BBAC Brilliance BMW DAF General Motors Hino Truck Hyundai Mahindra Truck MAN Mazda Mitsubishi Fuso Polaris Renault Scania Toyota Volvo Volvo Truck The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated September 13, 2013 PROSPECTUS Shares International Automotive Components Group, S.A. Common Stock Table of Contents Our Industry Demand in the automotive supplier industry is generally a function of the number of new vehicles produced. After experiencing significant downturns globally in 2008 and 2009 due to the global economic slowdown, vehicle sales and production are generally in a period of recovery and growth. The timing, duration and magnitude of these two trends, however, have been, and are forecasted to vary by region. Large-scale events such as the sovereign debt crises in Europe, natural disaster in Japan and improving consumer sentiment in North America have impacted local markets. Since suffering the most dramatic adverse effects of the downturn in 2008 and 2009, the North American market has led the recovery, with light vehicle production growing at a compound annual growth rate, or CAGR, of 21.6% from 2009 to 2012. Production of light vehicles in 2012 eclipsed pre-crisis levels as consumer demand continued to push sales of new vehicles higher while domestic OEMs' operational performance continued to improve. The recovery in the housing market, decline in unemployment and increased consumer confidence along with the above average age of light vehicles on the road, enhanced fuel economy and technology offered on new vehicles have created a backdrop for continued strength in the North American automotive market. IHS Automotive expects the growth trend to continue, forecasting a 2.9% CAGR over the next five years. Europe, although not experiencing as large of a decline as North America during the global slowdown, has not yet recovered as quickly as North America, with economic and automotive performance varying largely intra-region, with countries such as Germany and those of the United Kingdom strongly outperforming Spain, France and Italy. Factors such as the sovereign debt crises of multiple countries and the associated austerity programs have constrained the broader region's overall recent economic performance. Throughout Europe, however, reduced light vehicle inventory levels, increasing average vehicle age and the elimination of capacity are expected to drive growth and increase profitability within the automotive supplier industry. With light vehicle production in 2012 still well below pre-crisis levels, there is significant room for growth. IHS Automotive expects production growth to return to Europe in 2014 with the recovery expected to continue thereafter. Asia-Pacific (ex-Japan and Korea) has continued to experience growth, with light vehicle production increasing at a CAGR of 14.5% between 2009 and 2012, and China and India increasing at CAGRs of 12.4% and 15.4%, respectively, during that time, according to IHS Automotive. Over the next five years, IHS Automotive expects Asia-Pacific (ex-Japan and Korea) regional production to increase 48.1%, or a CAGR of 8.2%. Factors such as increased population, modernization, urban migration, infrastructure improvement and overall wealth creation across this region have continued to fuel demand and increase the need for light vehicles. These fast-growing regions offer opportunities to generate increased sales and gain market share, while lowering production costs. We intend to selectively expand our global footprint to take advantage of growing vehicle demand in the Asia-Pacific (ex-Japan and Korea) region. Japan, a country with one of the highest light vehicle production volumes, has recently implemented new stimulus policies to address economic conditions which otherwise reflect further production unit declines, with 2017 levels 18.8% below 2012 levels, according to IHS Automotive. As of July 2013, IHS Automotive projects new light vehicle production will approximate 100 million units in 2017, an increase of 22.1%, or a CAGR of 4.1%, from 2012 global automotive light vehicle production volumes, reflecting a recovery in both the North American and European markets with a CAGR of 2.9% and 2.6%, respectively, as well as continued growth in the Asia-Pacific (ex-Japan and Korea) market with a CAGR of of 8.2%. We believe we are well-positioned to benefit from this anticipated industry growth in each region, but we are not insulated from short-term fluctuations in the global automotive industry. (a)This category is comprised of approximately 75% Canadian government bonds and 25% Canadian corporate bonds. The following table presents a summary of changes in the fair value of the Level 3 assets listed above (in millions): Balance at December 31, 2010 $ 16 Actual return on plan assets 2 Net contributions 2 Balance at December 31, 2011 20 Actual return on plan assets 4 Net contributions 2 Balance at December 31, 2012 $ 26 Plan assets categorized as Level 3 are insurance contracts held under the Netherlands pension plan, and are reported at the contractual value of discounted guaranteed future cash flows with significant unobservable inputs. Note 20. Related Party Transactions A summary of transactions with affiliates and other related parties, other than related party debt (Note 11, "Long-Term Debt, Related Party"), is shown below (in millions): 2012 2011 2010 Sales(a) $ 128 $ 129 $ 124 Purchases(b) 24 27 28 Administration charges(c) 2 2 This is International Automotive Components Group, S.A.'s initial public offering. We are selling shares of our common stock. We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares of our common stock. We have filed an application to list our common stock on the New York Stock Exchange under the symbol "IACG." Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 17 of this prospectus. Table of Contents IHS Automotive Global Light Vehicle Production Forecast (millions of units) Increasing global light vehicle production will contribute to the growth of the automotive interiors market, which we estimate generated sales of $39 billion in 2012. We believe the following additional trends in the global automotive interiors supply industry will help further drive our growth over the coming years: Platform Standardization and Globalization. Automotive OEMs are continuing to increase the number of vehicles built from a single platform in an effort to primarily reduce the total time and cost spent on research and development for new platforms. Vehicle platform-sharing allows OEMs to build a greater variety of vehicles from one basic set of engineered components at a lower cost, because development expenses are spread over a greater number of units produced. Platform-sharing also increases flexibility among manufacturing plants, creating the possibility of smoothly transferring production from one facility to another given the standardization of design. By implementing this strategy globally, OEMs are able to realize significant economies of scale. Despite the standardization of the underlying platform, OEMs maintain the ability to customize certain design elements to address regional-specific requirements. The trend toward platform globalization is expected to result in significant cost savings for OEMs as the number of platforms is reduced and production volumes per platform increase. To support this strategy, OEMs require suppliers to match the size, scale and geographic footprints of these platforms. Suppliers with a global footprint, a broad product offering and the requisite manufacturing expertise are well-positioned to benefit because they are not restricted by these high industry barriers to entry and are able to efficiently respond to customers' local needs. In addition, higher production volumes across fewer platforms are expected to result in cost savings for suppliers as they further standardize and optimize their operations. Consumer Expectations for Increasing Interiors Content per Vehicle. According to the J.D. Power and Associates 2012 Initial Quality Study examining consumer purchasing preferences, interior comfort is the second most important purchasing factor influencing vehicle selection. In addition, according to the J.D. Power and Associates 2013 Avoider Study, which examined the reasons consumers do not consider, or avoid, particular models when shopping for a new vehicle, almost 20% of consumers do not consider vehicles with poorly executed interiors. The trend towards higher consumer expectations for interiors content is increasing demand for qualities such as improved fit, finish and craftsmanship in interiors across all vehicle types. We believe OEMs are dedicating a larger portion of total cost per vehicle to interior components as they "upscale" vehicle interiors across their entire portfolio of platforms, from compact to SUV to luxury. Suppliers with advanced design, materials science and manufacturing capabilities to deliver a broad suite of interior component products across a wide range Per Share Total Public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to us $ $ The underwriters may also purchase up to an additional shares of our common stock from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of our common stock will be ready for delivery on or about , 2013. Table of Contents of price points should benefit from this continued focus on interior comfort and craftsmanship by both consumers and OEMs. Environmental and Fuel Efficiency Initiatives. Regulatory changes and consumer preferences have driven OEMs and suppliers to align their operations with environmental initiatives such as fuel efficiency, reduced emissions and overall environmentally friendly vehicles. We believe the combination of consumer demand for enhanced interior content, focus on fuel efficiency and alternative propulsion (for example, electric vehicles and hybrids) will drive OEMs to partner with suppliers that can provide a full complement of interior components and systems. The need for components that are lighter-weight, improve acoustical performance and are environmentally friendly will continue to provide an opportunity for differentiation as OEMs strive to reduce the lifecycle ecological footprint of their vehicles. Supplier Rationalization within Automotive Interiors. In 2008 and 2009, the decline in vehicle production volumes dramatically affected the financial condition of many OEMs and, consequently, many automotive suppliers were forced to either seek bankruptcy protection or liquidate. As a result, significant industry consolidation occurred within the automotive interiors segment. We expect this consolidation to continue as OEMs increasingly look to partner with a small number of global suppliers that have a broad product portfolio, a global manufacturing footprint as well as integrated design, engineering and program management capabilities. As the market continues to recover, we anticipate further consolidation as well-capitalized suppliers continue to vertically integrate their operations and expand geographies and diversify their product offering. Our Competitive Strengths Market Leading Interior Components Focused Automotive Supplier. We believe we are the only global supplier with a primary focus on a wide range of interior products. We focus our resources on the design, engineering and manufacturing of a broad array of interior products and systems, which provides our customers with both content variety and price point flexibility. We believe our product focus, along with decades of industry knowledge and track record of high-quality execution, positions us as a preferred supplier with the OEMs as they continue to strive to meet increasing consumer interior expectations. Global Footprint with Diverse Mix of Customers and Vehicle Platforms. Our global manufacturing footprint includes 80 manufacturing facilities worldwide, with 25 in the United States, 21 in Western Europe, 11 in China, seven in Mexico, six in Eastern Europe, three in Japan, three in India and one each in Canada, Malaysia, South Africa and Thailand. Approximately 95% of our sales are derived from light vehicles for which we manufacture products for a diverse mix of approximately 325 vehicle platforms globally, which include cars/crossovers and light-duty pickup trucks/SUVs. In addition, we manufacture products for commercial/heavy-duty trucks. Our diverse customer base includes all of the major multinational automotive OEMs, and we have successfully incorporated our products into the top-selling vehicles in the industry. Given this global footprint, and our diverse customer and platform mix, as well as our manufacturing expertise, we feel that we have fortified industry barriers to entry while also mitigating our dependence on any individual customer. At the same time, we believe we are well-positioned globally, with just over 50% of our revenues generated in North America since 2007, less than 4% of our total sales for the past three years in the economically distressed countries of France, Italy and Spain, and limited exposure to a shrinking vehicle manufacturing environment in Japan. Our footprint in other countries of Europe and Asia as well as North America will allow us to participate in the anticipated automotive recovery. Low-Cost, Vertically Integrated Manufacturer. Our manufacturing facilities are strategically located to serve the needs of our global customers, minimize the costs associated with providing our products, or value stream costs, and maximize operational flexibility. We have developed the expertise Table of Contents INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 21. Segment Reporting (Continued) account for significant percentages of sales in 2013 and could potentially subject the Company to a concentration of credit risk. 2012 2011 2010 GM 17 % 20 % 25 % Chrysler/Fiat 17 % 16 % 15 % Jaguar Land Rover 15 % 10 % 6 % Ford(a) 12 % 12 % 14 % Volvo(a) 8 % 11 % BofA Merrill Lynch Deutsche Bank Securities J.P. Morgan Table of Contents to vertically integrate processes such as compounding resins, dying/finishing yarns, manufacturing complex component parts and fabricating tooling as well as to provide product validation services. We leverage these process capabilities to deliver value-added solutions across our global customer base, such as our recently introduced Smartfoil TPO (thermoplastic olefin), material that adorns interior lower door panels and provides improved scratch and mark resistance while reducing material cost and weight. We also utilize our expansive global footprint and common suppliers to negotiate pricing and purchase order terms and conditions globally. We believe that our commitment to managing the complete value chain enables us to maintain high levels of product quality while effectively reducing costs. Efficient Operations with Significant Operating Leverage. We have optimized our global footprint by executing a number of sustainable cost improvement initiatives throughout our manufacturing operations that have lowered our structural cost base. Since our inception, we have selectively closed 16 facilities, eliminating approximately 3.6 million square feet (representing a 25% reduction in capacity), even as we have grown revenue through new business awards and acquisitions. Our management team has partnered with our labor force to establish a competitive hourly wage rate and benefit structure. Additionally, we have implemented comprehensive continuous improvement cost reduction programs and created a performance-based culture that empowers employees at all levels to optimize manufacturing processes and realize operating efficiencies. Leader in Product and Process Innovation. We have made a commitment to pioneer and implement new technologies, as evidenced by our approximately 470 patents worldwide and approximately 100 patent applications pending. We operate 22 design, technical and commercial centers, with six located in North America, ten in Europe and six in Asia, which are each strategically positioned near our OEM customers' design "homerooms" and other development and manufacturing sites. Our full-service engineering expertise allows us to support our customers at the idea generation and design phase of a project and to provide mid-cycle vehicle enhancements. We believe the numerous customer and industry awards we have received reinforces our position as a world-class engineering and manufacturing company of automotive interior and resin-based products. We were one of only four companies from GM's approximately 18,500 global suppliers to receive the 2012 General Motors' Overdrive Award for Commitment and one of two suppliers to Honda of America to receive the 2012 Honda Corporate Citizen Award. Additionally, we have won GM's Supplier of the Year Award in four of the past five years. Other honors and awards received in 2012 include the Ford World Excellence Award and the Award of Excellence in Product Development from Mahindra & Mahindra Ltd. Experienced Management Team. Our management team has substantial industry, operational and financial experience. The key members of our executive leadership team have an average of over 20 years of experience in the automotive supplier industry. During a challenging economic and industry environment, our management oversaw the expansion of our Company from 11 facilities in seven countries in 2006 to 80 facilities in 19 countries in 2013. Our management team executed an aggressive restructuring strategy to eliminate structural issues arising from legacy acquisitions and won product transfers from over 30 financially or operationally distressed suppliers. These efforts have resulted in strengthened relationships with both our long-standing and new customers. We believe we have a strong platform for growth based on the strength of our senior leadership team, and their past integration and restructuring accomplishments have positioned us as a low-cost, global supplier of automotive interior components. Our Strategy Further Penetrate Major OEMs. We are focused on continuing to expand product penetration, growing content per vehicle and winning business on new vehicle platforms. Utilizing our long-standing relationships with OEMs, we are pursuing additional opportunities to provide our broad catalog of The date of this prospectus is , 2013. Table of Contents products to these customers, including complementary products such as certain exterior components. In response to market trends, we also expect to participate in the upscaling of vehicle interiors with additional content and premium materials. Our manufacturing, engineering and design capabilities allow us to provide tailored products, new technology and solutions in line with consumer demands, and we believe we are well-positioned to supply these product enhancements to OEMs. Continue Expansion into Emerging Markets. We intend to continue selectively expanding our global footprint to take advantage of growing vehicle demand in emerging markets. We believe these fast-growing regions offer opportunities to increase sales and market share, as well as realize incremental margin improvements as demand continues to grow in these regions. We have made it a priority to be a global supplier of choice within each region where we operate and have been successful in growing both organically and through acquisitions. We believe we are well-positioned in Asia, as our efforts to grow in the region have focused on China, India, Malaysia and Thailand. We have made greenfield facility investments in China, India and Romania to serve various OEM customers in these markets. Additionally, we currently operate four joint ventures in Asia, including in China, Malaysia and Thailand. We will continue to evaluate alliances, new facilities and other strategic opportunities to increase our presence in these and other important markets. Entering new markets with OEM customers allows us to supply existing vehicle platforms, as well as position ourselves to be integrated into new platforms. Exercise Continuous Improvement to Realize Increased Margins. We have reengineered our organization to focus our culture on continuous efficiency improvements in all phases of the business. Although IAC has come together through a consolidation of numerous acquisitions, we have instituted a "One IAC" operating model to standardize best practices across our global organization. We believe that our consistent focus on sustainable cost reduction, coupled with our return on capital targets, will streamline productivity enhancements, and appropriate tooling and capital expenditure spending. We expect our low-cost manufacturing, together with our disciplined approach to quoting and capital deployment, to enable improved margins while providing an attractive combination of high-quality products and competitive pricing for our customers. Pursue Selective Strategic Acquisitions. The automotive interior component supply industry continues to be fragmented. Through our selective acquisition strategy, we intend to continue to participate in the consolidation of the automotive supplier segment. This will enable us to expand our share in existing markets, increase penetration into emerging markets, gain access to new technologies and further leverage our global operating infrastructure and established customer relationships. We believe our history of successfully identifying, acquiring, integrating and restructuring underperforming assets to realize enhanced performance will enable us to continue our successful acquisition strategy. Additionally, we believe that these acquisitions will further enhance our exposure to the geographies, product segments and vehicle platforms poised to realize significant growth as the end market recovers. Our Corporate Structure Initially formed on January 20, 2006, we are a Luxembourg public limited liability company (soci t anonyme) that operates under the Commercial Companies Law of August 10, 1915, as amended. In March 2011, we were converted from a Luxembourg private limited liability company (soci t responsabilit limit e). We were formed by WLR and investment funds managed by Franklin Mutual Advisers, LLC, or FMA. In connection with certain of our acquisitions, Lear Corporation, or Lear, certain affiliates of Lear and certain creditors of our acquired businesses obtained ownership interests in us. In March 2013, Lear's ownership interests were acquired by WLR and FMA. See "Our Corporate Structure and History." We currently operate through three geographic segments: North America, Europe and Asia. Our North America segment operates 33 manufacturing facilities located in Canada, Mexico and the Table of Contents United States. Our Europe segment operates 27 manufacturing facilities located in Belgium, the Czech Republic, Germany, the Netherlands, Poland, Romania, Slovakia, Spain, Sweden and the United Kingdom. Our Asia segment operates 20 manufacturing facilities located in China, India, Japan, Malaysia, South Africa and Thailand. Together with WLR, our management team has executed a consolidation strategy to create a unified global supplier capable of providing a broad portfolio of interior components and systems. Since our formation, we have completed 16 acquisitions throughout North America, Europe and Asia. These acquisitions have expanded our interior product capabilities, strengthened and broadened our relationships with OEM customers, helped reinforce our product focus and complemented our low-cost global manufacturing footprint. Our model to integrate and improve the operation of these assets included eliminating inefficient capacity and reducing structural and legacy costs. We believe that these assets, now fully integrated into our global operations, enable us to offer a high-quality product at a more competitive cost and to achieve financial performance that had not been possible for these assets in the past. As a result, our OEM customers have awarded us with new business, including mid-cycle business transfers from less financially stable or operationally capable competitors. We believe we are well-positioned to benefit from the improved dynamics of the sector, in which fewer competitors adhere to improved pricing discipline, and to capitalize on incremental consolidation opportunities.

parsed_sections/prospectus_summary/2013/CIK0001516373_e-check_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summery is a shortened version of the more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety. We were incorporated on July 21, 2010. We are a Nevada corporation in good standing and are not involved in or aware of any legal proceedings at this time. Our authorized capital stock consists of 200,000,000 shares of common stock at a par value of $.001 per share. We have 5 stockholders who own 110,000,000 shares. The Company has not yet generated any revenue since inception and that your net loss for the period from May 2, 2005 to Sept.30, 2013 is $675,710. Some of our existing shareholders are offering to sell their shares at $0.005 per share. All the proceeds will go to the selling shareholders and not to us. In addition we are making a public offering of 20,000,000 shares at $0.005 per share. Total $100,000. As of the date of this prospectus there was no public market for our common stock. Although we intend to have our shares listed on the OTC Bulletin Board, we may not be successful in establishing any public market for its common stock, because the many variables that will determine our success are uncertain and subject to change based upon circumstances that are not foreseen (for example changes in actual demand for our product or services, success or failure of particular product or strategy) in the market place, etc. At present, we are not listed on any stock exchange and we intend to file for a listing in the Over-The-Counter Bulletin Board Exchange (OTC-BB) or on the pink sheets as soon as we become a reporting company. By means of this prospectus a number of our shareholders are offering to sell up to 15,000,000 shares of our common stock at a price of $0.005 per share. If and when our common stock becomes quoted on the OTC Bulletin Board or listed on a securities exchange, the shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then current market price, or in negotiated transactions. After the offering, one investor will continue to own the majority of the outstanding shares of the company and will be able to exert control over the company to approve matters needing the vote of shareholders. We will not receive any proceeds from the sale of the common stock by the selling stockholders. We are considered a development stage company and our auditor has expressed a going concern opinion in the audit. Neither the Securities and Exchange Commission nor any State Securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence. We have developed and are currently marketing a suite of software products and services that enable the secure delivery of checks via email using processes convenient for business and consumers, A Company's checks can be deposited directly into the payee's bank with any United States bank just like a traditional check. Our eMailaCheck system can be used by: payors, both individual and corporate, to write checks on their computers and deliver the checks via email; payees, to receive checks via email, and then deposit the checks; and banks, to more cost effectively and securely clear, authenticate, transfer and store checks and prevent fraud. Our mission is to be the most secure, efficient and inexpensive way of making a payment, and to establish eMailaCheck as a universally accepted and trusted method of payment. During the next 12 months our business needs to concentrate on aligning itself with a bank or financial institution in order to get our check transactions to be cleared through a bank. We want to join forces with a bank so that our services can be endorsed by a bank and offered to their customers and ours. A joint venture or cooperation with a bank will give our services more credibility. We have been talking and meeting with several different institutions. At the same time we are offering our services to potential customers. By being able to obtain customers to use our services this gives us more credibility with the bank and gives the bank more incentive to carry our services as it will mean additional business for the banks. Our efforts will be more effective and professional with a greater investment. Currently, the operations are being handled by the principals of the company as time warrants. The funding will enable the company to hire a professional to exclusively market the services to potential customers and banks. Additionally, customers and banks like to do business with a company that has a stronger financial position. Upon obtaining funding the company will hire personnel that specialize and have contacts in the industry. These persons will contact banks and larger companies to solicit their business. We will use the funding to underwrite the setup costs for the banks so that they have more incentive to pilot emailacheck. We believe that an employee of the company spending everyday will be able to obtain a willing bank within 6 months. After finding a pilot bank it will take the company about 90 days to integrate the system. The company has already spoken to various interested parties to write checks once a bank has agreed to handle the transactions. We envision another 60 days before the first customer to start using the services. The emailacheck software system is currently operating and is ready to start immediately upon the initiation of a bank to clear its transactions. SUMMARY INFORMATION OF THE OFFERING Securities Being Offered A Public offering of 20,000,000 unissued shares of common stock at $0.005 per share. plus 15,000,000 shares of common stock held by existing shareholders See section entitled "Description of Securities". Securities Issued 110,000,000 shares of common stock were issued and outstanding as of the date of this Prospectus. See section entitled "Description of Securities". Offering Price: The Selling Shareholders intend to sell their shares of our common stock at a price of $0.005 per share until our common stock is quoted on an exchange, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. There is no guarantee that our shares will ever become traded on an exchange. We determined this offering price arbitrarily. Risk Factors:

parsed_sections/prospectus_summary/2013/CIK0001519450_discount_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. In this Prospectus, the terms Discount Coupons, Company, we, us and our refer to Discount Coupons Corporation. Our Company Discount Coupons was incorporated on August 16, 2010 in the State of Florida. Our domain name, discountcoupons.com, was contributed to the company by a founding shareholder, Charles Zitsman, in exchange for 1,986,612 shares of stock and $12,500. We immediately began to develop our business model, website, and internet mailing list to capitalize on the strength of our domain name. Except where we otherwise state, the information we present reflects our 6.62204-for-1 forward stock split effected on March 12, 2012. We are a marketing firm that provides services to businesses on a cost per acquisition basis through the sale of discount vouchers to consumers. Cost per acquisition basis is an online advertising pricing model, where the advertisers or business merchant pays for each specified action (a purchase, a form submission, or in our case a new customer) linked to the advertisement. We contract with local and online businesses to provide a service where we promote and advertise a specific offer to potential new customers. The offer is in the form of a voucher that a customer may then redeem with a business to obtain the product or service featured in the promoted offer. We earn a commission each time we sell a voucher. Our business operates in a similar manner to businesses that define themselves as daily deal websites. Additionally, we have entered into agreements with four daily deal websites to help them increase their internet presence and websites in return for a portion of their revenues. The Offering Common stock offered by selling security holders 10,994,823 shares of our common stock, par value $0.00001 (the Common Stock ). Common stock outstanding before the offering 10,994,823, shares of Common Stock as of May 9, 2013 Common stock outstanding after the offering 10,994,823 shares of Common Stock will be issued and outstanding after this offering is completed. Terms of the Offering The selling security holders will determine when and how they will sell the common stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.25 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Termination of the Offering The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect. Use of proceeds We will not receive any proceeds from the sales of shares of our common stock by the selling stockholders.

parsed_sections/prospectus_summary/2013/CIK0001534271_logicnow_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus summary This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common shares. You should read the entire prospectus carefully, especially the risks related to our business, our industry and investing in our common shares that we describe under "Risk factors," and our financial statements and the related notes included in this prospectus, before deciding to invest in our common shares. Our customers are exclusively business customers. We define business customers as customers (other than individual consumers) that have purchased one or more of our products under a unique customer identification number within the past three years. Because the nature of our business involves a large number of small transactions, if we receive orders from multiple subsidiaries of one parent company, we treat each of those subsidiaries as a separate customer. In calculating the number of our customers, we include customers of businesses that we owned during the entire measurement period as well as customers of businesses acquired during the measurement period, assuming that we had owned those businesses throughout the entire measurement period. The presentation of our financial information is affected by our corporate history. See " Special note regarding our corporate history and the presentation of our financial information." GFI Software S.A. Overview We are a global provider of collaboration, managed service provider (MSP) and IT infrastructure software solutions designed for small and medium-sized businesses, or "SMBs." Our solutions enable SMBs (defined as organizations with fewer than 1,000 employees) to easily manage, monitor, secure and access their IT infrastructure and business applications. SMBs currently face many challenges, including increasing IT complexity, intensifying security risks and greater workforce mobility. We address these challenges with simple yet powerful software solutions that are easily deployed and deliver significant value to our customers. Our high-volume go-to-market model simplifies the process for SMBs to discover, evaluate, procure and deploy our solutions. Our customer base has grown from over 89,000 customers as of December 31, 2008 to over 300,000 customers in over 180 countries as of September 30, 2013 and is highly diversified, with no single customer accounting for greater than 1% of our total Billings in 2010, 2011 or 2012 or in the nine months ended September 30, 2013. Our differentiated business model and global distribution platform enable us to cost-effectively sell to SMBs in every region of the world. We operate a scalable, data-driven online marketing model with a multi-channel sales strategy targeted at our SMB customers. We use highly focused marketing campaigns to drive prospective customers to our websites and to our partners. We track and analyze large volumes of data from our systems to improve the visibility and effectiveness of our sales and marketing activities. In addition, we reach SMBs without dedicated IT staff through our MSP customers. We leverage blogs, social media and custom content sites to create online communities that enable existing and prospective customers to connect directly and share information. Our customers purchase our products through our e-commerce sites, inside sales team, and channel partners. As a result, we are able to cost-effectively achieve high volumes of low price point transactions. We offer full-featured, free versions of our products for a designated trial period, an approach that allows prospective customers to experience the full range of benefits of our solutions prior to making their purchase and distinguishes us from the high-cost, up-front sales approach employed by many enterprise software vendors. Amendment No. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents We have developed a broad portfolio of solutions to address the specific needs of SMBs. TeamViewer, our easy-to-use online collaboration product, provides secure remote control and access to virtually any Internet-connected device on which it has been installed along with multi-user web-conferencing, desktop and file sharing. TeamViewer benefits from a powerful network effect, as growth in the number of TeamViewer users drives further adoption of the product. GFI MAX, our cloud-based platform for MSPs, provides MSPs with a comprehensive and affordable portfolio of managed service solutions and enables them to monitor, manage, secure and access their customers' on-premise and distributed IT infrastructure through our integrated cloud-based dashboard. Our IT infrastructure solutions enable SMBs to easily manage and secure their applications, networks and computing systems and are offered through both on-premise and cloud-based deployments. Our GFI Cloud platform, which was launched in 2012, is offered as an integrated framework to deliver these IT infrastructure solutions to SMBs in a unified web browser interface. Our past financial performance has been characterized by consistent Billings growth and strong operating cash flows. For the years ended December 31, 2011 and 2012 and for the nine months ended September 30, 2012 and 2013, our Billings were $163.9 million, $187.3 million, $128.4 million, and $147.9 million, respectively, representing period-over-period growth of 14% and 15%, respectively. We define our methodology for calculating Billings, a non-IFRS financial metric, and provide a reconciliation to the most comparable IFRS metric, revenue, under "Selected consolidated financial data Supplemental information." We generated cash flows from operations of $59.9 million, $43.2 million and $40.8 million for the years ended December 31, 2011 and 2012 and for the nine months ended September 30, 2013, respectively. We incurred net losses of $40.7 million and $51.9 million for the years ended December 31, 2012 and 2011, respectively. We generated net income of $7.9 million (after giving effect to a gain on sale of discontinued operations of $10.5 million) for the nine months ended September 30, 2013, compared to a net loss of $35.3 million for the nine months ended September 30, 2012. In 2012, approximately 32% of our Billings were derived from the Americas, 60% of our Billings were derived from Europe, the Middle East and Africa, and 8% of our Billings were derived from Asia-Pacific. During the nine months ended September 30, 2013, approximately 35% of our Billings were derived from the Americas, 56% of our Billings were derived from Europe, the Middle East and Africa, and 9% of our Billings were derived from Asia-Pacific. Our industry Trends driving our market opportunity SMBs comprise an increasingly large and important part of the global economy. In a 2010 report, IDC estimated that there were approximately 73 million SMBs (defined as organizations with fewer than 1,000 employees) worldwide, representing over 99% of all businesses. Our solutions target this market segment directly and are designed, developed and delivered in ways that maximize their appeal to SMBs. Despite their benefits, many existing IT solutions were designed for larger enterprises and are impractical to implement within SMBs. Several key growth drivers are speeding the adoption of SMB-tailored solutions: Increasingly mobile and connected workforce needs anytime/anywhere collaboration tools. Workers are spending less time in traditional office environments and more time telecommuting and traveling, which is driving demand for remote connectivity and collaboration solutions. A December 2011 IDC report forecasts the global mobile worker population to increase from 1.1 billion in 2011 to 1.3 billion in 2015, representing approximately 37% of the projected 2015 worldwide workforce. GFI Software S.A. (Exact name of registrant as specified in its charter) Luxembourg (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 98-0631596 (I.R.S. Employer Identification No.) 7A, rue Robert St mper L-2557 Luxembourg Grand Duchy of Luxembourg +352 2786-0231 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) GFI USA, Inc. 4309 Emperor Blvd Suite 400 Durham, NC 27703 (919) 297-1350 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Proliferation of internet-enabled devices. A June 2013 IDC report estimates that there were 722 million smartphones shipped globally in 2012, and forecasts that number to increase to 1.6 billion in 2017, representing a compound annual growth rate, or "CAGR," of 17%. Increasing use of managed service providers. We believe there are over 200,000 value-added resellers, or "VARs," globally, and that the percentage of VARs who are moving to an MSP business model is growing rapidly. Increasing adoption of cloud-based solutions. SMBs continue to expand their use of cloud computing services and software-as-a-service, or "SaaS," solutions to reduce the time and costs associated with installing, configuring and maintaining traditional IT solutions. According to a February 2013 IDC report, U.S. SMB public IT cloud services spending will reach $20.8 billion by 2017. Consumerization of IT. Individuals are spending more time interacting with intuitive, web-based software and services that increase productivity and efficiency in their personal lives. These experiences have consequently increased business users' expectations that they should be able to rapidly access, install and interact with powerful, easy-to-use corporate IT solutions. Increasing IT security threats. The broad adoption by SMBs of cloud-based applications, wireless networks, portable storage and wireless devices has eroded traditional network boundaries and increased the risk of potential attacks. Malware threats have continued to increase in both number and complexity as hackers have become more sophisticated and motivated by the potential for illegally generated profits or the desire to cause disruption or reputational harm to the organizations they target. Rapid IT adoption within emerging markets. According to a Gartner July 2013 report, SMB IT spending in developing regions including Greater China, Emerging Asia-Pacific, Latin America, the Middle East and Africa will grow from $180.6 billion in 2012 to $255.3 billion in 2017. Limitations of existing solutions We believe that many competing solutions fail to meet the needs of SMBs due to a number of limitations: Product complexity. Traditional enterprise software vendors often try to engage SMB customers with solutions designed for large enterprises that are unduly complex and impractical for smaller customers. These enterprise solutions are not designed to meet the unique needs of the SMB market and typically have many sophisticated features that are not required or desired by SMBs. High total cost of ownership. Enterprise software vendors often charge substantial license fees for their solutions and can require significant hardware, training and professional services expenditures for initial deployment and substantial maintenance and additional professional services costs in later years. Poor customer service and support. We believe that SMB customers often receive inadequate technical support from enterprise software vendors, including large providers of cloud-based services, due to the smaller size and associated revenue of their software deployments. Conversely, smaller software vendors often lack the resources to meet their customers' support needs. Lack of product integration. Many of our competitors in the SMB space have assembled their product ranges through acquisitions but have made limited progress in integrating the acquired products and technologies or in streamlining their product lines, resulting in a fragmented and limited user experience. Copies to: Gordon R. Caplan, Esq. Gregory B. Astrachan, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 William V. Fogg, Esq. Andrew J. Pitts, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable 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, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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. Table of Contents Our solutions We have designed our solutions to enable SMBs to easily and cost-effectively monitor, manage and secure their IT infrastructure and business applications. We believe that the key differentiators of our solutions include: Purpose-built solutions for SMBs. By focusing on SMBs, we believe that we understand their requirements better and can more effectively deliver highly differentiated technology to address their needs across multiple product categories. Highly intuitive software. The easy-to-use and intuitive interfaces of our solutions not only provide the specific functionality that our customers require, but also accelerate their adoption and realization of value. Low total cost of ownership. Our solutions have a low up-front average selling price of just over $700 that decreases procurement risk and reduces the length of the sales cycle. Our solutions can be implemented in a self-service, try-before-you-buy manner and are designed so that they do not require professional services. SaaS platform approach. We offer a cloud-based, SaaS platform that allows customers to implement our solutions in a modular fashion, enabling them to rapidly solve immediate business needs. Flexible deployment and licensing alternatives. Depending on the solution and market, we support different deployment, usage and licensing arrangements, which we believe increases our potential market opportunity. Our business model Our multi-branded business model is designed to accelerate the adoption of our solutions by our customers by reducing the time and cost of implementation for them. At the same time, our sales strategy enables large sales volumes and efficient distribution. Our business model is characterized by the following attributes: High-velocity global distribution. We offer all of our products directly from our website to maximize our distribution reach and to reduce sales and marketing expense. We support our Internet-based distribution with an inside sales force and an indirect partner network of over 26,000 channel partners acting as resellers worldwide. Full-featured, free solutions offered for a designated trial period. To facilitate the adoption of our solutions, we seek to reduce the time and expense required to evaluate, purchase, and implement our products. We offer full-featured, free and immediately accessible versions of our products for a designated trial period. Simple product adoption. Our solutions are designed to address the specific requirements of our customers and provide a clear value proposition to them. In addition, our solutions are easy to install and do not require professional services, allowing our customers to quickly address their particular IT challenges with no dependencies beyond their organization. Data-driven management. We have developed systems and processes that enable us to closely monitor and manage the results of our business. We track operational and financial metrics to improve our visibility and execution, and make extensive use of search engine optimization and Internet marketing to attract CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Common shares, nominal value 0.01 per share 7,015,000 $14 $98,210,000 $12,650 (1) Includes 915,000 shares which may be sold pursuant to the underwriters' over-allotment option. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act. (3) $13,640 has previously been paid. Table of Contents potential customers. We continually monitor and analyze customer traffic and purchasing patterns to improve service levels, enhance our marketing strategy and drive better business decisions. Substantial viral network effects. TeamViewer benefits from significant viral network effects. As the number of users of TeamViewer has expanded and consumer awareness of the product has grown, the rate of adoption has continued to increase. As of September 30, 2013, TeamViewer has been activated on over 553 million devices. Growth in the number of TeamViewer users increases the value of the network, contributing to viral adoption of the product. Leveraged technology development. Wherever possible, we share technologies and best practices throughout our global research and development organization, decreasing our costs of development. Our growth strategy Our objective is to extend our position as a leading provider of software solutions to SMBs. To accomplish this, we intend to: Expand our customer base. We believe the market for software solutions to SMBs is considerably underserved and, as a result, we have the opportunity to substantially expand our present customer base. We intend to continue the rapid expansion of our customer base through our specialized global distribution model, converting trial users into paying customers, and leveraging our investments in data analytics to more effectively target prospective customers. Expand our partner ecosystem. We intend to further develop our existing partner ecosystem, increasing sales of our solutions through our existing channel partners and establishing agreements with new partners to provide broader customer coverage as well as extending the breadth of application coverage through complementary partner offerings. We seek to significantly expand our indirect channel across the globe to maximize our distribution capabilities. Increase sales to existing customers. We believe we enjoy a high level of customer satisfaction, which provides us with the opportunity to sell additional solutions to our over 300,000 existing business customers. As of September 30, 2013, only approximately 6% of our customers have purchased two of our products, and only approximately 1% have purchased three or more of our products. We intend to expand our revenue from our existing customers by cross-selling other new and complementary solutions and selling additional licenses and upgrades. Accelerate our growth in targeted geographies. We believe that we have a substantial opportunity to accelerate our revenue growth in largely untapped emerging markets such as Asia-Pacific, Latin America and Eastern Europe by increasing our sales, marketing and support operations in these regions. Additionally, we see further growth opportunities in the United States, as our U.S. subsidiaries generated less than 30% of our global revenue in 2011 and 2012. Develop and extend new software and SaaS products. We plan to develop new software products and functionality that serve the SMB market and complement our existing collaboration, MSP and IT infrastructure software solutions. To maintain and enhance our strong position in delivering solutions that are purpose-built for SMBs, we have increased our investment in product development and platform enhancements. Recent development initiatives include the addition to TeamViewer of a scalable presentation mode, mobile device management functionality and a significant upgrade to our GFI Cloud products. 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, as amended, or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine. Table of Contents Expand our reach through our GFI MAX platform. GFI MAX is our SaaS platform that enables MSPs to deliver remote IT management, monitoring and security to their SMB customers on an outsourced basis. The GFI MAX platform enables us to easily integrate and deliver additional products as a single, cohesive solution at an attractive, small incremental fee to new and existing devices under management. We continue to see a significant market opportunity for us to utilize the approach and architecture that underlie the GFI MAX platform to deliver a solution directly to SMBs. Pursue strategic acquisitions. We continue to selectively evaluate opportunities to acquire businesses and technologies that complement our existing solutions and business model and extend our position among SMBs. Risks related to our business Our business is subject to a number of risks that you should understand before making an investment decision. These risks are discussed more fully under the section entitled "Risk factors" and include, but are not limited to, the following: the markets in which we compete are highly competitive and we could be unable to compete effectively; if the markets for collaboration, MSP and IT infrastructure software solutions do not grow, our business and operating results will be harmed; if we are unable to generate significant volumes of sales leads, in particular from Internet search engines and other online marketing campaigns, traffic to our website could decrease and, as a result, our revenue could decrease; we rely on third-party channel partners acting as resellers to generate a material portion of our revenue and if our partners fail to perform, our ability to sell our solutions will be negatively impacted and our operating results will be harmed; our majority shareholder, investment funds affiliated with Insight Venture Management, LLC, or "Insight," will beneficially own approximately 64.38% of our outstanding common shares following this offering (or 63.04% if the underwriters' over-allotment option is exercised in full) (assuming Insight does not elect to purchase our common shares in this offering) thereby allowing Insight to control our management and affairs and matters requiring shareholder approval; our quarterly operating results could fluctuate significantly, which makes our future results difficult to predict and makes period-to-period comparisons potentially not meaningful; we have a limited operating history as a combined entity, have experienced rapid growth in recent periods, and may be unable to manage our growth effectively; we may not be able to reliably predict our Billings, revenue, earnings or cash flow, even in the near term; the success of our business depends on our ability to protect and enforce our intellectual property rights; our products, including products obtained through acquisitions, could infringe third-party intellectual property rights, which could result in material litigation costs; Table of Contents 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 we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Prospectus (subject to completion) Issued November 21, 2013 GFI Software S.A. Common shares Table of Contents if we fail to develop our brands cost-effectively, or if we fail to maintain the integrity and reputation of our brands, our financial condition and operating results might suffer; and if we are unsuccessful in developing and selling new products and product enhancements, our business and operating results will be harmed. In addition, we are subject to risks related to our international operations, our corporate structure and our status as a foreign private issuer. In connection with your investment decision, you should review the section of this prospectus entitled "Risk factors." Corporate reorganization Prior to October 24, 2012, we conducted our business through GFI Software S. r.l., a Luxembourg limited liability company (soci t responsabilit limit e) and its direct and indirect subsidiaries. The registrant does not engage in any operations and has only nominal assets, other than a 100% interest in TV GFI Holding Company S. r.l., a Luxembourg limited liability company (soci t responsabilit limit e), which itself does not engage in any operations or own any material assets, other than a 100% direct or indirect interest in our operating subsidiaries. On October 24, 2012, in anticipation of this offering, we completed a corporate reorganization that involved, among other things, the conversion of the registrant into a Luxembourg joint stock company (soci t anonyme), becoming GFI Software S.A. Investors in this offering will only receive, and this prospectus only describes the offering of, common shares of GFI Software S.A. On November 14, 2012, in anticipation of this offering and pursuant to a meeting of the shareholders held in accordance with Luxembourg law, the shareholders of the registrant effected a 1-for-3 reverse stock split, or "share merger" under Luxembourg law, pursuant to which the number of issued and outstanding common shares of the registrant at such time was reduced from 110,655,881 to 36,885,288, with each shareholder's respective shares being proportionately reduced. We sometimes refer to the share merger herein as the "split." Our corporate information The registrant was incorporated under the name Crystal Indigo S. r.l. as a limited liability company (soci t responsabilit limit e) under the laws of the Grand Duchy of Luxembourg in June 2009 and thereafter changed its name to TV Holding S. r.l. in July 2009. On July 27, 2011, TV Holding S. r.l. changed its name to GFI Software S. r.l. On October 24, 2012, in anticipation of this offering, the registrant was converted into a Luxembourg joint stock company (soci t anonyme), becoming GFI Software S.A. as part of the corporate reorganization described in further detail under the section entitled "Corporate reorganization" included elsewhere in this prospectus. Our principal executive offices are located at 7A, rue Robert St mper, L-2557 Luxembourg, Grand Duchy of Luxembourg. Our telephone number is +352 2786-0231. The address of our website is http://www.gfi.com. Information on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus. All of the activities of the registrant are conducted through various subsidiaries, which are organized and operated according to the laws of their country of incorporation. "GFI Software," "GFI," "TeamViewer," "GFI MAX," "GFI WebMonitor," "GFI MailSecurity," "GFI Cloud," "FaxMaker," "LanGuard," "IASO" and "GFI MailEssentials," among others, are our trademarks in various jurisdictions. This prospectus may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, and those brand names, trademarks, service marks and trade names are the property of their respective owners. This is the initial public offering of GFI Software S.A., a joint stock company (soci t anonyme) existing under the laws of the Grand Duchy of Luxembourg. We are offering 6,100,000 common shares. This is our initial public offering, and no public market currently exists for our common shares. We anticipate that the initial public offering price will be between $12.00 and $14.00 per common share. After the offering, the market price for our common shares may be outside this range. Table of Contents Special note regarding our corporate history and the presentation of our financial information Our corporate existence began in 1999 when GFI Software LTD was formed as an international business company in the British Virgin Islands with operations in Malta. In May 2005, GFI Software LTD and its subsidiaries were indirectly acquired by GFI Acquisition Company Ltd., or "GFI Acquisition," an entity controlled by Insight, our majority shareholder. The registrant was formed in June 2009. In July 2009 certain other investment funds affiliated with Insight indirectly acquired control of the registrant and, through a series of transactions, the registrant became the parent holding company of TeamViewer GmbH and its affiliates. In November 2010, at the direction of Insight, GFI Acquisition was merged with and into the registrant. We refer to this transaction as the "Merger." The Merger resulted in the consolidation of GFI Acquisition and its subsidiaries and the registrant and its subsidiaries under one organizational structure. Because both GFI Acquisition and the registrant had been under the common control of Insight since July 2009, the Merger is considered for accounting purposes to be a reorganization of entities under common control and the pooling of interest method of accounting has been used in the presentation of our consolidated financial statements. Accordingly, our consolidated financial statements present our results and changes in equity as if the Merger had occurred upon Insight's acquisition of the registrant on July 29, 2009. For periods prior to Insight's acquisition of the registrant, our financial statements present the consolidated results and changes in equity solely of GFI Acquisition and its subsidiaries. We have applied to list our common shares on the New York Stock Exchange under the symbol "GFIS." We are an "emerging growth company" under applicable federal securities laws. Table of Contents

parsed_sections/prospectus_summary/2013/CIK0001534727_applied_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It is not complete and does not contain all of the information that you should consider before investing in our Class B common stock. You should read the entire prospectus carefully, especially the risks of investing in our Class B common stock discussed under Risk Factors and our consolidated financial statements and accompanying notes. In this prospectus, unless the context otherwise requires, Applied Medical, Applied, we, us or our refer to Applied Medical Corporation and its subsidiaries. Applied Medical Corporation We develop, manufacture and market medical devices for general, colorectal, bariatric, vascular, gynecological, urological and pediatric surgical procedures. We generate revenue by delivering surgical devices that reduce the invasiveness of open procedures and minimize the likelihood of trauma and wound-site infections during these procedures. Our Mission Our mission is to improve clinical outcomes and enhance the choices available to end users while increasing the availability and affordability of healthcare in general. We offer our customers the following key benefits: Innovation. We have a long history of investing significant portions of our revenues in research and development. As of December 31, 2012, we have compiled a portfolio of 391 issued and 246 pending patents in the U.S., Europe, Japan, Australia and Canada. We respect other parties intellectual property and resolutely defend ours from infringers. Lower Cost. We strive to reduce the cost of surgical procedures and related supplies. We spend approximately half of our research and development budget on developing reliable processes and automation for manufacturing our products. Choices. We are reluctant to eliminate a product choice or an option for the hospital or surgeon. Although we discontinue some older products from time to time, our process for phasing out products is elaborate and takes into consideration our customers needs. Exceptional Service. We have dedicated considerable time, capital and resources to serve our customers, from training to servicing clinical teams. We have also foregone opportunities for faster growth in order to dedicate time and effort towards updating our customers on the latest innovations and improvements. Commitment to Science. We conduct basic scientific research in order to foster our product development. For example, our scientists have enhanced processes for incorporating titanium, gel and other materials into our products. Commitment to Independent and Credible Research. We encourage independent clinical research by providing our products and sharing our knowledge regarding treatment protocols with researchers in order to foster better science, research design and implementation, as well as credible and accurate conclusions. Commitment to Quality and Regulatory Compliance. We continue to strive towards unequivocal compliance with regulatory requirements, including quality system regulations and related policies and procedures. While many of our competitors aspire to provide one or more of these benefits, we are committed to delivering all of them. This means that we strive to offer an improved product or outcome at a lower Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold 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. PROSPECTUS (Subject to Completion) Dated February 13, 2013. 729,798 Shares CLASS B COMMON STOCK This is the initial public offering of Class B common stock of Applied Medical Corporation. No public market currently exists for our shares. The selling stockholders are offering 729,798 shares of our Class B common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. We have been informed by the underwriter that its bona fide estimate of the range of the maximum offering price is between $30.00 and $34.00 per share. We do not intend to apply to list our Class B common stock on any national securities exchange.

parsed_sections/prospectus_summary/2013/CIK0001549065_taxus_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION AND DOES NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD CAREFULLY READ THIS PROSPECTUS, ANY RELATED PROSPECTUS SUPPLEMENT AND THE DOCUMENTS WE HAVE REFERRED YOU TO IN WHERE YOU CAN FIND MORE INFORMATION ON PAGE 57 BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK, INCLUDING THE RISK FACTORS SECTION BEGINNING ON PAGE 14. As used in this Prospectus, unless the context requires or is otherwise indicated, the terms we, us, our, the Registrant, the Company, our company only refer to Taxus Pharmaceuticals, Inc., a Nevada corporation, incorporated on February 17, 2012. Set forth below are the defined terms that we use throughout this registration statement to refer to the Registrant s subsidiaries and affiliated operating entities: (i) China Sequoia refers to China Sequoia Pharmaceuticals Group International Holdings Limited a company organized on January 28 , 2011 under the laws of the British Virgin Islands, which is the majority shareholder of the Registrant. (ii) Stand Giant refers to Stand Giant International Limited , a company organized on February 18, 2011 under the laws of Hong Kong, which is the wholly owned subsidiary of the Registrant. (iii) Hongshan Energy refers to Hongshan Energy Technology Services (Taiyuan) Company, Ltd. , a limited liability company organized on May 13, 2011 under the laws of the People s Republic of China, which is a wholly-owned subsidiary of Stand Giant and therefore, indirectly wholly owned subsidiary of the Registrant; (iv) Renji Pharmaceuticals refers to Jinzhong Renji Pharmaceuticals Co., Ltd. , a limited liability company organized on June 05, 2007 under the laws of the People s Republic of China, which is a variable interest entity of Hongshan Energy through contractual arrangements. (v) Hongshan Pharmaceuticals refers to Shanxi Hongshan Pharmaceuticals Co., Ltd. , a limited liability company organized on August 4, 2000 under the laws of the People s Republic of China, which is a variable interest entity of Hongshan Energy through contractual arrangements; (vi) Kunyuan refers to Shanxi Kunyuan Health Products Co., Ltd , a limited liability company organized on November 21, 2000 under the laws of the People s Republic of China and a majority owned subsidiary of Hongshan Pharmaceuticals. (vii) PRC operating entities refer to Hongshan Energy, Renji Pharmaceuticals, Hongshan Pharmaceuticals and Kunyuan, collectively. China or PRC refers to the People s Republic of China, excluding Hong Kong, Macau and Taiwan. RMB or Renminbi refers to the legal currency of China and $ or U.S. Dollars refers to the legal currency of the United States. We make no representation that the RMB or U.S. Dollar amounts referred to in this Prospectus could have been or could be converted into U.S. Dollars or RMB, as the case may be, at any particular rate or at all. GAAP unless otherwise indicated refers to accounting principles generally accepted in the United States. Our Company The Registrant, Taxus Pharmaceuticals, Inc., was founded under the laws of the State of Nevada on February 17, 2012. On March 28, 2012, the Registrant completed a share exchange transaction with China Sequoia, the sole shareholder of Stand Giant, under which the Registrant issued 13,244,500 shares of common stock to China Sequoia in exchange for the total issued and outstanding shares of Stand Giant. Prior to the exchange, Shing Ming Wong, the sole shareholder of China Sequoia, was China Sequoia s director till April 17, 2012. Jiayue Zhang, the director of Taxus Pharmaceuticals, became the director of China Sequoia on April 17, 2012 after the share exchange between the Registrant and China Sequoia was completed on March 28, 2012. Upon the completion of the share exchange transaction, Stand Giant became the Registrant s wholly owned subsidiary. The Registrant engages in the business of growing Yew trees, selling Yew tree bonsai, researching and developing paclitaxel (extract from Yew), retail pharmacy and health care product manufacturing and development in China through Stand Giant s wholly owned Chinese subsidiary Hongshan Energy and its variable interest entities Hongshan Pharmaceuticals and Renji Pharmaceuticals. Hongshan Pharmaceuticals and Renji Pharmaceuticals became the variable interest entities ( VIE ) (as defined in ASC 810-10, formally FIN 46(R)) of Hongshan Energy on June 28, 2011 through a series of contractual arrangements. The contractual arrangements include an Exclusive Business Cooperation and Management Agreement, an Equity Interest Pledge Agreement and an Exclusive Option Agreement. Under the Exclusive Business Cooperation and Management Agreement, Hongshan Energy provided Hongshan Pharmaceuticals and Renji Pharmaceuticals with complete business support, operational management and technical and consulting services to the extent permitted by the currently effective laws of China, which may include all services within the business scope of Hongshan Pharmaceuticals and Renji Pharmaceuticals as may be determined from time to time by Hongshan Energy, such as but not limited to technical services, business consultations, equipment or property leasing and marketing consultancy. Hongshan Energy s compensation for the services provided under the Exclusive Business Cooperation and Management Agreement is the post-tax net income of Hongshan Pharmaceuticals and Renji Pharmaceuticals, which also subject Hongshan Energy to the risk of assuming the loss of Hongshan Pharmaceuticals and Renji Pharmaceuticals in the event that Hongshan Pharmaceuticals and Renji Pharmaceuticals suffer net loss in any fiscal year. Hongshan Pharmaceuticals and Renji Pharmaceuticals and their shareholders have granted Hongshan Energy, under the Exclusive Option Agreement, the exclusive right and option to acquire all of their equity interests in Hongshan Pharmaceuticals and Renji Pharmaceuticals. Further, the shareholders of Hongshan Pharmaceuticals and Renji Pharmaceuticals pledged all of their rights, titles and interests in Hongshan Pharmaceuticals and Renji Pharmaceuticals to Hongshan Energy under the Equity Interest Pledge Agreement. The shareholders of Hongshan Pharmaceuticals and Renji Pharmaceuticals also granted power of attorney to Hongshan Energy to exercise all the shareholder's rights and shareholder's voting rights. Variable interest entity (VIE) is a term used by the United States Financial Accounting Standards Board in FIN 46 to refer to an entity (the investee) in which the investor holds a controlling interest that is not based on the majority of voting rights. A VIE is an entity meeting one of the following three criteria as elaborated in FASB ASC 810-10 [formerly FIN 46 (Revised)]: 1. The equity-at-risk is not sufficient to support the entity's activities (e.g.: the entity is thinly capitalized, the group of equity holders possesses no substantive voting rights, etc.); 2. As a group, the equity-at-risk holders cannot control the entity; or 3. The economics do not coincide with the voting interests (commonly known as the "anti-abuse rule"). The Registrant s principal office is located at 12th Floor, Room 1202 Jinshang International Golden Tower, Yuci District, Jinzhong City, Shanxi Province, China 030600. Our telephone number is 011-86-354-3366667. The Registrant and our subsidiaries and operating companies have generated only minimal revenues, have experienced losses to date, and that it may take years for the extraction process of Paclitaxel to begin, if ever. Although the Company is incorporated in Nevada, all of our officers, directors, shareholders, assets and operations are located in PRC. The Offering This prospectus relates to the resale of up to 862,000 shares of Common Stock, par value $0.0001 per share ( Shares ) of Taxus Pharmaceuticals, Inc., a Nevada corporation, that may be sold from time to time by Selling Stockholders. Selling stockholders will sell at a fixed price of $ 0.25 per share until our common shares are quoted on OTCBB and, thereafter, at prevailing market prices or privately negotiated price. We intend to apply to have our common stock quoted on the OTCBB within one year after this Form S-1 Registration Statement becomes effective and we estimate that the application process might take approximately 3 months The Shares were issued to the Selling Stockholders in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended. Common Stock outstanding prior to offering 22,642,500 Total shares held by non-affiliate stockholders prior to the offering 7,148,000 Total shares of Common Stock offered by Selling Stockholders 862,000 Common Stock to be outstanding after the offering 22,642,500 Use of proceeds of sale We will not receive any of the proceeds from the sale of the shares of Common Stock by the Selling Stockholders. Risk Factors See Risk Factors beginning on page 14 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our Common Stock.

parsed_sections/prospectus_summary/2013/CIK0001550536_privileged_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus and does not contain all of the information you should consider in making your investment decision. Before investing in the securities offered hereby, you should read the entire Prospectus, including our consolidated financial statements and related notes included in this Prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. In this Prospectus, the terms Privileged, the Company, we, us, and our refer to Privileged World Travel Club, Inc., a Delaware corporation. Summary of the Company PRIVILEGED WORLD TRAVEL CLUB, INC. The Exclusive Society for Prestigious Travelers Corporate History Privileged World Travel Club, Inc. ( Privileged or Company ), was incorporated in Delaware on May 18, 2012 as APEX 4, Inc. ( APEX 4 ). On June 6, 2012, APEX 4 filed a registration statement on Form 10 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), to register with the U.S. Securities and Exchange Commission (the SEC ) as a public company. The Form 10 went effective by statute through the lapse of time 60 days after its initial filing, or on August 8, 2012. On July 17, 2012, Richard Chiang, the sole director and stockholder of APEX 4, appointed Gregory Lykiardopoulos, Chairman and CEO of Triton Distribution Systems, Inc. ( Triton ), as a director of APEX 4. Subsequently, on July 18, 2012, Mr. Chiang and Mr. Lykiardopoulos entered into a Stock Purchase Agreement whereby Mr. Lykiardopoulos purchased 10,000,000 shares of common stock of APEX 4 for a purchase price of $40,000 from Mr. Chiang, which constituted 100% of the issued and outstanding shares of APEX 4 common stock. Mr. Chiang then resigned from all positions with APEX 4. Mr. Lykiardopoulos, as the sole director and stockholder of APEX 4, then appointed himself as President, Chief Executive Officer, and Chairman of the Board of APEX 4, and adopted an amendment to the Certificate of Incorporation, changing the name of the Company to Privileged World Travel Club, Inc. on July 19, 2012. Mr. Lykiardopoulos subsequently assigned and sold the 10,000,000 shares to Triton, which agreed to the cancellation of 1,875,000 shares. As a result of these transactions, Triton became the sole stockholder of the Company, owning 8,125,000 shares of our restricted common stock. Subsequently, the Company issued shares of our restricted common stock to certain of Triton s creditors in exchange for their right to receive payment under obligations owed by Triton. The aggregate amount of shares of restricted common stock issued to former Triton creditors was 5,595,500, and the amount of obligations given to the Company in exchange for the shares was $5,595,500. We also issued 4,730,625 shares of our restricted common stock to certain individuals and entities that have provided services to the Company or its affiliates. See Selling Stockholders for additional information regarding the recipients of these securities who are Selling Stockholders under this Prospectus. We entered into several consulting agreements, described in more detail below, relating to the provision of services to the Company including initial design and development of the Company's US domestic website and website content; sales and marketing of the Company's products and services; technical and financial advice concerning the handling of the Triton note holders and beneficiaries of the UCST Business Trust; creation of travel packages and website content; introductions to other parties in the financial and travel industry; and software implementation and adaptation. Privileged Nevada In May 2012, Mr. Lykiardopoulos had previously formed Privileged, Inc., a Nevada corporation ( Privileged Nevada ), for the purpose of exploring the possibility of developing a domestic and international travel business. He undertook certain preliminary operations, including contacting individuals and entities in China and other overseas companies relating to the commencement of the business. Privileged Nevada had no financial activity. It raised no capital, and had no revenues or expenses. Several of the Company s Selling Stockholders provided initial services to Privileged Nevada. Privileged Nevada is a wholly owned subsidiary of Triton Distribution Services, Inc., which is also a significant shareholder of the Company. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIVILEGED WORLD TRAVEL CLUB, INC. (Exact name of registrant as specified in its charter) Delaware 6770 45-5312769 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 1 Blackfield Drive Tiburon, CA 94920 (415) 888-2478 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Gregory E. Lykiardopoulos Chief Executive Officer and President Privileged World Travel Club, Inc. 1 Blackfield Drive Tiburon, CA 94920 (415) 888-2478 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: C. Parkinson Lloyd, Esq. Durham Jones & Pinegar, P.C. 111 East Broadway Suite 900 Salt Lake City, Utah 84111 Telephone: (801) 415-3000 Facsimile: (801) 415-3500 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: 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. o 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. o 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. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company Subsequent to the commencement of the activities described above, Mr. Lykiardopoulos determined to acquire the outstanding shares of APEX 4 as described above. Mr. Lykiardopoulos, as an officer and director of the Company, was able to continue his discussions with the individuals and entities contacted previously, which resulted in certain contracts for the Company (including the License Agreement, the Travel Services Agreement, and the Stock Purchase Agreement, all described below). Additionally, the Company was able to benefit from certain of the services that were provided to Privileged Nevada (including website development, negotiations with Chinese travel providers), in exchange for which the Company issued shares of its common stock as described in the section Selling Stockholders. Business of the Company The business of Privileged will be to provide exclusive travel services to persons ( Members ) who elect to join the prestigious Privileged World Travel Club (the Privileged Travel Club ) and international travelers bound for the United States. Immediately after joining, Members of the Privileged Travel Club will be able to begin enjoying the services their membership offers, including a free debit card; discounted airline fares, hotels, car rentals, and travel packages; discounts at Marriott Hotels; free entrance to Walt Disney World Resort or Disneyland; free airport shuttle services; discounts at various Las Vegas, Nevada, hotels; free trip on Amtrak; discounted spa and massage visits; discounts at Honolulu, Hawaii, hotels; discounts on airline tickets to Hawaii; and airline upgrades. Additionally, Members may become eligible for special travel packages to China, Australia, the South Pacific, Asia, and Europe. The organizers of the Privileged Travel Club are very passionate about what they do for two reasons: 1. Globally, tourism is a growing industry at approximately 4% annually (2011 compared to 2010), with Europe growing at a rate of approximately 5.9%, Asia and Asia Pacific at a rate of 4.4%, and North America at a rate of 6.6% annually (2011 compared to 2010). (Source: UNWTO Tourism Highlights, 2012 Edition, on file with the Company.) 2. Based on Management s research, there are very few travel clubs that are catering exclusively to special frequent travelers. Other travel clubs that provide exclusive services and memberships to prestigious travelers are typically very expensive and frequently charge high fees for their memberships. This typically restricts membership in these travel clubs to customers with high net income. By contrast, Privileged Travel Club will charge a relatively low annual membership fee, which we expect will allow more people to participate and join, and enjoy the benefits of membership. Management anticipates that Privileged Travel Club Members to a great extent will be located in urban areas within major cities in the United States, and our target market includes men and women in their forties. Our management expects that there will continue to be rapid growth in the market and increasing demand. In addition, more niche markets are evolving. Initially, we acknowledge that it will be difficult to compete with other more well-established travel clubs. However, the Privileged Travel Club target markets include potential Members who can be differentiated due to their requirements and the accessible pricing for the initial membership and our travel packages. Similarly, the Privileged Travel Club domestic website will offer very easy-to-navigate searches, and will simplify the process of making reservations through a sophisticated technology, giving Members access to different travel destinations and packages around the world. Our goal is to provide luxury service with a high standard of value. We feel that our prices are reasonable and very attainable by all Members to travel any time they wish. We are specially focused to offer our Members luxury membership and travel products and services at specially discounted prices. We expect our offerings to be comparable to the level of offerings by our competitor luxury travel clubs, but at prices below similar packages regularly offered in the travel industry. From our research, other travel clubs that offer luxury services similar to ours do so at prices higher than those we offer to our Members. Our concept is to offer these services to a larger audience and thereby increase our reach to more markets. As of the date of this Prospectus, we continued to develop our business and our websites and to implement our business and operating strategy. We had no Members, paying customers, or sales as of the date of this Prospectus. As we have recently commenced our planned operations, we plan to fund our operations from loans from Triton and our chairman, and we plan to raise equity capital by offering shares of our common stock to investors. On October 5, 2012, we entered into a stock purchase agreement with an investor who agreed to purchase 5,000,000 shares of our restricted common stock for an aggregate purchase price of $5,000,000, to be paid within 10 days of this Registration Statement s being declared effective. On March 14, 2013, the purchaser paid $500,000 of the purchase price to the Company. The Company has issued 500,000 shares in connection with the initial payment, and recognizes its obligation to issue the remaining 4,500,000 shares upon payment of the balance of the purchase price. The remaining shares to be issued are included in the total issued and outstanding shares of the Company s common stock. CALCULATION OF REGISTRATION FEE CHART Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per share (2) Proposed maximum aggregate offering price(3) Amount of registration fee Common Stock, $0.0001 par value per share 11,445,219 $ 1.00 $ 11,445,219 $ 1,562 For the next twelve months, we anticipate we will need approximately $1,500,000 to cover our operating expenses, including our reporting obligations, plus an additional $2,200,000 for our license fee and royalty payment due to Triton at the end of the next twelve month period. Our anticipated monthly burn rate will be approximately $125,000. The detail of our operation expenses over the next twelve months is as follows: Salaries and benefits $ 500,000 Marketing 400,000 General overhead 200,000 Website development and maintenance 100,000 Professional fees 150,000 Royalty and license payments to Triton 2,200,000 $ 3,550,000 We believe we will be able to raise the necessary capital to carry out our business plan, but there is no assurance that we will be able to do so. Even if we are able to raise the funds or generate the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. For these reasons, our auditors have stated in their report that there is substantial doubt that we will be able to continue as a going concern. License Agreement On August 21, 2012, the Company entered into a license agreement (the Triton Agreement ) with Triton. Pursuant to the Triton Agreement, the Company obtained a non-exclusive right and license (the License ) to use Triton s Reservation Expert (the Software ) for the purpose of providing services to the Company s Members. Through the use of the License on the Company s websites, the Company s Members will be able to make travel reservations, book airline seats, issue airline tickets, book hotels, cars, cruises, and other holiday destination packages worldwide from the Privileged website. The Company agreed to pay to Triton a license fee of One Hundred Fifty Thousand Dollars ($150,000), not later than fifteen (15) days following the execution of the Triton Agreement, as a one-time license fee (the License Fee ) for the Software. Triton agreed to defer payment of the License Fee until July 31, 2013, in exchange for increasing the fee to $200,000. The Company also agreed to pay to Triton an annual royalty payment (the Royalty Fee ) of Two Million Dollars ($2,000,000), payable annually beginning on the earlier of (a) the date on which Privileged has a gross profit from operations of at least Five Million Dollars ($5,000,000), or (b) the date on which Privileged has received equity investments of at least Five Million Dollars ($5,000,000). Additionally, Privileged may prepay all or any portion of the annual Royalty Fee in its discretion. Triton agreed to deliver to the Company on or before September 1, 2012, working installations of the Software, unless such deadline is extended pursuant to agreement by the Company and Triton. Triton has made the Software available to the Company for use in its websites when they are developed. Prospective Member List Purchase Agreement Additionally, on October 10, 2012, the Company entered into a Prospective Member List Purchase Agreement (the List Purchase Agreement ) that memorialized a prior verbal agreement with Triton. Prior to and in anticipation of the commencement of the Company s operations, Triton had acquired a list of names and contact information for approximately 9 million individuals (the Potential Member List ) that the Company anticipates using as its initial marketing base to offer memberships in the Company s Privileged World Travel Club. Following the commencement of the Company s business, during September 2012, the Company and Triton had verbally agreed to the terms of the sale of the Potential Member List to the Company in exchange for the cancellation of certain debts of Triton acquired or to be acquired by the Company. (1) We are registering 11,445,219 shares of our Common Stock (the Shares ) owned by 36 selling stockholders identified herein (the Selling Stockholders ). We will not receive any proceeds from the sale of the shares sold by the Selling Stockholders. In the event of stock splits, stock dividends, or similar transactions involving the Common Stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the Securities Act ). (2) The offering price has been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on prior sales of Common Stock of Privileged World Travel Club, Inc., at a price of $1.00 per share. (3) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The shares to be sold by the Selling Stockholders will be sold at a fixed price to be determined prior to effectiveness of this Registration Statement. Any increased fees will be paid prior to effectiveness. 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 hereafter 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 such Section 8(a), may determine. On October 10, 2012, the Company and Triton entered into the List Purchase Agreement, which memorialized the sale of the Potential Member List by Triton to the Company and the Company s agreement to the cancellation and return to Triton of $5,595,500 in promissory notes (the Notes ) which the Company had acquired from prior holders of the Notes. The Notes had previously been issued by Triton to certain individuals and investors in Triton, who had exchanged their notes, either directly with the Company for the issuance of shares of the Company s restricted common stock, or with the UCST Trust, which had exchanged the Notes with the Company for the issuance of shares of the Company s restricted common stock. Information about Triton Distribution Systems, Inc., Relationship between Triton and Privileged Triton was organized as Petramerica Oil, Inc., a Colorado corporation ( Petramerica Oil ), in September 1986 to explore for oil and gas in the Rocky Mountain region of the United States. From inception, Petramerica Oil was primarily involved in raising capital and did not conducted any significant operations. Petramerica Oil acquired all of the outstanding common stock of Triton Distribution Systems, Inc., a Nevada corporation ( Triton Nevada ), in July 2006 for 36,750,950 shares of Petramerica common stock. Triton Nevada was organized in January 2006 to engage in the travel business. Petramerica Oil subsequently changed its name to Triton Distribution Systems, Inc. Triton is a development stage Web-based business primarily focused on travel services distribution. The travel marketplace is a global arena in which millions of buyers such as travel agents and consumers and sellers such as airlines, hotels, car rental agencies, cruise ship lines, tour operators and entertainment companies come together. Among the systems available to buyers in their search for travel options, availability and rates are Global Distribution Systems companies, known as GDSs, which are accessed primarily by travel agents and Internet travel Web site companies such as Cendant Corp.'s Orbitz, Expedia, Inc.'s Expedia.com and Sabre Holdings Corp.'s Travelocity, which are accessed by consumers. These systems electronically connect a vast network of travel product sellers and globally dispersed travel agents and consumers. Triton s business model is a Business to Business ( B to B ) business model, as compared to Privileged s Business to Consumer ( B to C ) business model. Triton's direct customers are travel agents worldwide that need reservation tools to effect and make bookings for their customers, issue the proper documentation, account for all the transactions they sell through an accounting system, track their commissions and maintain inventory that needs to be sold to their customers, the consumer/traveler, whereas Privileged is an exclusive and selectively operated Travel Club that will cater to the consumers directly. In connection with the license of the Software, Triton will supply to Privileged an electronic brochure for travel with various trips designed for worldwide access and bookings. Because of the diversified quantity and quality of the trips, it has the appearance of being a catalog that Members of Privileged will be able to review, and will have the opportunity to pick and choose the destinations and the trips they desire and book them from the systems online directly from the brochure. Triton is not a GDS. Instead, Triton is an aggregator of inventory and ready-designed travel packages that will be able to be booked by the Privileged Members from vendors that are selling them online in real time. All inventory, packages, pricing, and ticketing is supplied by the vendors, including the GDSs, and the inventory, packages, pricing, and ticketing are then passed on to the Privileged Members via the proprietary Software developed by Triton. Triton was a publicly reporting company until 2009 when Triton filed a Form 15 and terminated its registration under Section 12(g) of the Exchange Act, as permitted in light of the combination of the number of shareholders and total assets of Triton for the preceding three fiscal years. Triton s Board of Directors has periodically reviewed the possibility of becoming a reporting company again, but has not had the access to capital to enable it to satisfy its obligations, including the costs relating to being a public company. As of the date of this prospectus and the Registration Statement of which it is a part, Triton was trading on the OTC Pink Market (formerly, the Pink Sheets). Neither this Prospectus nor the Registration Statement of which it is a part relate to any shares of Triton common stock or the business of Triton, other than in connection with Triton s role as a shareholder or contract partner of Privileged. As discussed elsewhere in this Prospectus, Triton is a significant shareholder of Privileged, owning approximately 31% of Privileged s outstanding common stock as of the date of this Prospectus. Additionally, Triton and Privileged are parties to two contracts, the License Agreement and the List Purchase Agreement, both discussed above. Moreover, Mr. Lykiardopoulos, the Chairman and CEO of Privileged, is also the Chairman and CEO of Triton. Nevertheless, Triton and Privileged are and remain two separate entities with different and distinct business plans and models. The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement 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 July 23, 2013 PRIVILEGED WORLD TRAVEL CLUB, INC. 11,445,219 Shares Common Stock This Prospectus relates to the resale of up to 11,445,219 shares (the Shares ) of Common Stock of Privileged World Travel Club, Inc. ( Privileged or Company ), $0.0001 par value per share ( Common Stock ) by 36 selling stockholders (the Selling Stockholders ) identified and described herein. The Selling Stockholders will offer their shares at fixed or negotiated prices, although the sales by the Triton Creditor Selling Stockholders will be at a fixed price ($1.00) for the duration of this offering. The Selling Stockholders will receive all of the proceeds from the sale of the Shares and Privileged will receive none of those proceeds. Certain of the Selling Stockholders (identified as the Triton Creditor Selling Stockholders discussed herein) are underwriters within the meaning of the Securities Act of 1933 ( Securities Act ) in connection with the resale of our Common Stock under this Prospectus, and the remaining Selling Stockholders may also be deemed to be underwriters within the meaning of the Securities Act. No other underwriter or person has been engaged to facilitate the sale of the Shares in this Offering. Our Common Stock is publicly traded on the OTC Bulletin Board, and trades under the symbol PVCL. On June 30, 2013, the closing price of our common stock was $1.00, although the trading in the shares has been minimal. Privileged currently has a concurrent offering of its shares under a separate registration statement. A registration statement on Form S-1 (SEC File Number 333-183743) covers sales by thirty-six selling shareholders of up to 466,306 shares of Privileged s common stock issued. As such, there are a total of 11,911,525 shares registered for resale under this and the other registration statement referred to above, although there is no guarantee that all of the shares will be sold. Both this registration statement and the existing registration statement are resale registrations. As such, all of the shares under this registration statement and the other registration statement are presently outstanding, and accordingly those shares are included in the number of shares of our common stock listed as issued and outstanding. Investing in our Common Stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See Risk Factors beginning on page 10. Privileged World Travel Club, Inc., is a development stage company and currently has no revenues. The Company is an Emerging Growth Company under the JOBS Act of 2012, but the Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(B) of the JOBS Act. Investing in our common stock involves risks. See Risk Factors on page 10. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July ___, 2013. Travel Services Agreement On October 8, 2012, the Company entered into a Travel Services Agreement (the Travel Agreement ) with China International Group Travel ( CIGT ), a division of China International Travel Service Limited, a Republic of China Government Enterprise ( CITS ), relating to the provision of travel services by the Company. Pursuant to the Travel Agreement, the Company agreed to build and develop a travel-related website (the Privileged Website ), using our proprietary reservation software, that will permit the preparation of consolidated itineraries for travel within China through a link to an external Chinese GDS to be provided by CIGT, and for international travel and travel within the US, including travel relating to the following cities: San Francisco, California; Los Angeles, California; Las Vegas, Nevada; Chicago, Illinois; Miami, Florida; Boston, Massachusetts; New York, New York; New Orleans, Louisiana; and Orlando, Florida (collectively, the Travel Cities ). Additionally, through the Privileged Website, the Company agreed to provide consolidated itineraries for both the Chinese domestic travel and international travel to and among the Travel Cities by Chinese Citizens traveling to any one or more of the Travel Cities (collectively, the Covered Travelers ). Finally, the Company agreed to work with CIGT to arrange package tours to the Travel Cities, and will provide tour guide and assistance for such tours, pursuant to agreements, the terms and conditions of which will be determined by the Parties. In exchange for these services to be provided by the Company, pursuant to the Travel Agreement CIGT agreed to book all travel for the Covered Travelers through the Privileged Website. CIGT further agreed that it would provide to the Company a functional link (together with all necessary technical support for functionality) to a TravelSky Technology Limited ( TravelSky ), a Chinese State-owned enterprise and dominant provider of IT solutions to China's air travel and tourism industries, and to obtain all necessary and proper permission and approval from TravelSky for use of the link on the Privileged Website. CIGT further agreed to use the Privileged Website to book all domestic travel for the Covered Travelers in connection with their travel to the Travel Cities, using the link to TravelSky on the Privileged Website. Finally, CIGT agreed to pay a fee to Privileged for all booked travel pursuant to the terms to be provided by the Company in connection with applicable tour packages for the Travel Cities once the Privileged Website is operational and CIGT can begin booking travel. Additionally, the Company will work with CIGT in connection with the arrangement of packaged tours and the fees to be paid to Privileged for arranging the tours. Both the Company and CIGT agreed to maintain the confidentiality of each others confidential and trade secret information and documentation. Moreover, the Company and CIGT agreed that each would be responsible for payment of their respective taxes in connection with the operation of their businesses. The term of the Travel Agreement runs from October 8, 2012, through December 31, 2015, and may be renewed for additional one-year terms on the written agreement of the Company and CITG. Our operational milestones in connection with the Travel Services Agreement include the development of our domestic travel website and the two Chinese travel websites, which we anticipate will become operational during the third quarter of 2013, which will permit us to begin booking travel both domestically and internationally. We anticipate that we will begin generating revenues during the third or fourth quarters of 2013. Management anticipates that the costs of the development of these websites will be approximately $50,000 - $60,000, although there can be no guarantee that we will be able to develop the websites for these fees. Project Design and Administration Agreement On December 3, 2012, the Company entered into a Project Design and Administration Agreement (the Design Agreement ) with MagNet Solutions, Inc., a California corporation ( MagNet ), relating to the development of the Company s websites for use in connection with the Company s Travel Club. Pursuant to the Design Agreement, the Company and MagNet agreed to work together on three projects. The first project is to update and revise the Company s current website (the Domestic Website ) to permit online signups for Memberships in the Company s Travel Club and for sale and purchase of travel and travel related services to the Company s Members. The second project is to develop a website (the International Website ) for use in selling tours to US cities to Chinese travelers in China. The third project is to create a system, using the International Website, for Chinese travelers to travel from their homes to Beijing or Shanghai, for further travel to the US cities by connecting to Chinese GDSs, and to provide travel related services and options to such Chinese travelers. MagNet will provide the creative design, including initial wire frames for the International Website and the Domestic Website (collectively, the Websites ). The Company will provide one or more Work Specification Documents, which will include the specific terms, systems, abilities, and parameters for each of the Websites. MagNet will build out the Websites, and will populate them with content provided by the Company. MagNet also agreed to design and develop all underlying site applications; perform functional testing on the Websites and systems; and coordinate the launch. The Company and MagNet agreed that support for the Websites would be covered under a separate support services and service level agreement. Management believes that work will commence on the updating and development of the Company s websites during the second or third quarter of 2013, although there can be no guarantee as to when the work will commence. For MagNets s services, the Company agreed to pay MagNet as follows: - Initial Funding The Company agreed to make an initial payment to MagNet, within ten (10) trading days of the date on which the SEC declares the Company s Registration Statement effective, of $40,000 (the Initial Deposit ). Following the Initial Deposit, MagNet will commence work on all three Projects, until MagNet has incurred costs of $30,000 of the Initial Deposit. Within three days of being notified by MagNet that it has spent $30,000 of the Initial Deposit with respect to work on the Projects, the Company will provide an additional $20,000 (for an aggregate of $60,000), if needed. - Expenses The Company agreed to reimburse MagNet s expenses in accordance with the terms of the Work Specification Document. Revenue Sharing In addition to the development fees to be paid, the Company agreed to permit MagNet to share in the gross revenues generated through the Websites, of between 1% and 3%, depending on the amounts received by the Company. Additionally, with respect to any revenues generated from the sale of any other travel related services, the Company will pay to MagNet 10% of the net revenues, on a monthly basis. Common Stock Purchase Agreement On October 5, 2012, the Company entered into an agreement to sell and issue 5,000,000 shares of its restricted common stock in exchange for a purchase price of Five Million Dollars ($5,000,000). Pursuant to the agreement, the purchase price, minus any prior advances to the Company, will be paid to the Company within ten (10) days of the date of effectiveness of the Company s Registration Statement on Form S-1. The purchaser is committed to purchasing the shares. As noted above, on March 14, 2013, the purchaser paid $500,000 of the purchase price to the Company. The Company has issued 500,000 shares in connection with the initial payment, and recognizes its obligation to issue the remaining 4,500,000 shares, upon payment of the balance of the purchase price. The sale of the shares was made pursuant to Regulation S, and the purchaser made written representations and warranties to the Company that it was purchasing for its own accounts, for investment, and not with a view to distribution of the shares; that by reason of their business or financial experience, or that of its professional advisors, it was capable of evaluating the merits and risks of an investment in the Company in connection with the transaction; that the shares would contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S; and that the Company was required to refuse to register any transfer of any securities issued to the investor not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. No public solicitation was undertaken in connection with the private purchase and sale of the shares. The investor had a pre-existing business relationship with the Company and its officers and directors, although the investor was not an affiliate of either Triton or the Company, and would not be considered a related party of either company under SEC rules. Reasons for Filing Registration Statement The principal reasons for the Company s filing the registration statement, of which this Prospectus is a part, for its Selling Stockholders is to provide the Selling Stockholders with liquidity in the ownership of their shares. Management has finalized an agreement and a developed a working relationship with a market maker who submitted an application to FINRA for listing the Company s common stock with the OTC Bulletin Board. Management has also met with additional market makers and investor relations firms who the Company plans to use to help develop a public market for the Company s shares, which Management believes, based on their discussions with market makers and other securities professionals, will be easier to do with a larger number of shares than the 466,306 shares that were covered under the Company s prior registration statement. Additionally, the Company determined to acquire ownership of a publicly reporting company (APEX 4) and to become a full reporting company for numerous reasons, including: to gain access to the capital markets; to give potential investors an understandable exit strategy; to be able to attract and retain employees with stock and option incentives; to make it easier for the Company to raise capital faster, easier and at lower cost; to increase corporate, product, and services exposure; and for potential acquisitions of other companies or assets with stock. (The Company currently has no plans for acquisitions or other capital raising transactions, other than as disclosed in this registration statement, although in the future, management believes that the Company s ability to undertake such plans would be improved as a public company.) The Company recognizes that the re-sale nature of the Registration Statement will not result in capital to the Company at this time. However, the ability to grant registration rights to other private investors and the ability to conduct a future primary offering of the Company s securities are both enhanced by the Company s becoming a public company, and the creation of a market for the Company s securities. Additionally, as noted above, the Company finalized negotiations with respect to a private stock purchase agreement whereby the investor agreed to purchase 5,000,000 shares of the Company s restricted common stock for an aggregate purchase price of $5,000,000. Management believes that these funds will enable the Company to continue its preliminary operations, leading to the generation of revenues from operations. Risks Associated With Our Business Our ability to execute our strategy and capitalize on our competitive strengths is subject to a number of risks more fully discussed in the Risk Factors section immediately following this summary. Before you invest in our shares, you should carefully consider all of the information in this Prospectus, including matters set forth under the heading Risk Factors, such as: the fact that we are an emerging growth company, with a limited operating history; the relatively recent commercialization of our technology; technological advances by our competitors; the unknown level of market acceptance of our technology and related system; the potential loss of any key employees; and the availability of capital on terms satisfactory to us. By way of further explanation, we are dependent on the knowledge, skill and expertise of several key founding and business development employees, including the current executive officers and outside consultants: Gregory Lykiardopoulos and Adam Himmelman (Directors and Officers), and David Sao Marcos (Consultant). The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Company Information We are organized in the State of Delaware. Our principal executive offices are located at 1 Blackfield Drive, Tiburon, California 94920. Our telephone number is (415) 888-2478. We maintain a website at http://www.privilegedwtc.com/. The URL of our website is included herein as an inactive textual reference. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this Prospectus or the registration statement of which it is a part. The Selling Stockholders The Selling Stockholders are thirty-six individuals or entities who hold shares of our Common Stock, including 8 stockholders who received shares in exchange for services rendered to Privileged; and 28 stockholders who received shares in exchange for debts owed by Triton. Additionally, three individuals (including one couple) who were already Selling Stockholders purchased additional shares from the Company, and one additional Selling Stockholder entered into a new consulting agreement pursuant to which he received additional shares. The Selling Stockholders who are former creditors of Triton (the Triton Creditor Selling Stockholders ) agreed to exchange their right to receive repayment from Triton for shares of our Common Stock at a price of $1.00 per share, together with our agreement to file a registration statement covering the resale of up to five percent (5%) of the shares issued in exchange for Triton s debt. See Selling Stockholders on page 57. Once the registration statement of which this Prospectus is part becomes effective with the SEC, the Selling Stockholders may sell the Shares indicated above in public transactions or otherwise, on the OTC Bulletin Board (or such other public market as may develop) or in privately negotiated transactions. The sales by the Triton Creditor Selling Stockholders will be at a fixed price ($1.00) for the duration of this offering. The Selling Stockholders act independently of one another in making a determination to sell the Shares owned by them and they do not act as or form a group for purposes of their ownership or disposition of the Shares offered hereunder. There is no guarantee that an active public market in the Common Stock will develop in the foreseeable future or ever.

parsed_sections/prospectus_summary/2013/CIK0001551060_qunar_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001555492_fairway_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A 1 a2214357zs-1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 15, 2013 Registration No. 333-184063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Neither we nor the selling stockholders have authorized anyone to provide you with information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. Dealer Prospectus Delivery Obligation Until , 2013 (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. (1)Our Red Hook, Brooklyn, New York location was temporarily closed from October 29, 2012 to February 28, 2013 due to substantial damage sustained during Hurricane Sandy. AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents BASIS OF PRESENTATION Our fiscal year is the 52- or 53-week period ending on the Sunday closest to March 31. Our last four completed fiscal years ended on March 28, 2010, April 3, 2011, April 1, 2012 and March 31, 2013. For ease of reference, we identify our fiscal years in this prospectus by reference to the calendar year in which the fiscal year ends. For example, "fiscal 2012" refers to our fiscal year ended April 1, 2012. TRADEMARKS AND TRADE NAMES This prospectus includes our trademarks and service marks, FAIRWAY , FAIRWAY "Like No Other Market" , LIKE NO OTHER MARKET and FAIRWAY WINES & SPIRITS , which are protected under applicable intellectual property laws and are the property of Fairway. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. TERMS USED IN THIS PROSPECTUS As used in this prospectus, the term "Greater New York City metropolitan area" means New York City and the New York, New Jersey and Connecticut suburbs within a 50 mile radius of New York City. References to "stores in suburban areas" or similar expressions refer to stores located in the Greater New York City metropolitan area outside of the Borough of Manhattan in New York City. References to "Sterling Investment Partners" are to the investment funds managed by affiliates of Sterling Investment Partners that own shares of our common and preferred stock. The term "SKU" refers to inventory stock-keeping units. "Comparable store sales" refers to the percentage change in our same-store sales as compared to the prior comparable period. Our practice is to include sales from a store in same-store sales beginning on the first day of the fourteenth full month following the store's opening. This practice may differ from the methods that other food retailers use to calculate comparable or "same-store" sales. We define "store contribution margin" as gross profit less direct store expenses (excluding depreciation and amortization included in direct store expenses). MARKET AND INDUSTRY DATA Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, such as the Buxton Company, Willard Bishop Consulting LLC, the Food Marketing Institute and other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. *The companies shown are companies that we view as strong operators in the category listed. Our Competitive Strengths We believe the following strengths contribute to our success as a premier destination food retailer and position us for sustainable growth: Iconic brand. We believe our Fairway brand has a well established reputation for delivering high-quality, value-priced fresh, specialty and conventional groceries. Fairway has served millions of passionate customers in the Greater New York City metropolitan area for more than 75 years, recording approximately 12.7 million customer transactions in fiscal 2012. We believe the strength of the Fairway brand enhances our ability to: (i) attract a broad demographic of customers from a wider geographic radius than a conventional supermarket; (ii) source hard-to-find, unique gourmet and specialty foods; (iii) build a trusted connection with our customers that results in a high degree of loyalty; (iv) attract and retain highly talented employees; (v) secure attractive real estate locations; and (vi) successfully open new stores. Destination food shopping experience "Like No Other Market". We provide our customers a differentiated one-stop shopping experience by offering a unique mix of product breadth, quality and value in a visually appealing in-store environment. Fairway creates a fun and engaging atmosphere in which customers select from an abundance of fresh foods and other high-quality products while Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 5411 (Primary Standard Industrial Classification Code Number) 74-1201087 (I.R.S. Employer Identification Number) 2284 12th Avenue New York, New York 10027 (646) 616-8000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Herbert Ruetsch, Chief Executive Officer Fairway Group Holdings Corp. 2284 12th Avenue New York, New York 10027 (646) 616-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents interacting with our attentive and knowledgeable employees throughout the store. Customers will find in our stores a "specialty shop" orientation designed to recreate the best features of local specialty markets, such as a gourmet cheese purveyor, full service butcher shop, seafood market and bakery, all in one location. We believe the distinctive Fairway food shopping experience drives loyalty, referrals and repeat business. Distinctive merchandising strategy. Our merchandising strategy is the foundation of our highly differentiated, one-stop shopping experience. We offer a unique product assortment generally not found in either conventional grocery stores or natural / specialty stores, consisting of a large variety of high-quality produce, meats and seafood, as well as gourmet, specialty and prepared foods and a full selection of everyday conventional groceries. High-quality perishables and prepared foods account for approximately 65% of our sales, compared to the more typical one-quarter to one-third of a conventional grocer's sales. We believe that our distinctive merchandising strategy has enabled us to build a trusted connection with our customers. Powerful store format with industry leading productivity. We believe our stores are among the most productive in the industry in net sales per store, net sales per square foot and store contribution margin. During fiscal 2012, for food stores open more than 13 full months, our net sales per store and net sales per selling square foot averaged $64.8 million and $1,859, respectively. In addition, during fiscal 2012, the contribution margin of our food stores open more than 13 full months was 12.3%. Our highly productive store format delivers attractive returns on investment due to the following key characteristics: High-volume one-stop shopping destination. Our high volumes result in operating efficiencies and generate high inventory turnover, which enables us to maintain a fresher selection of quality perishables than most of our competitors, in turn helping to drive customer traffic and sales. Attractive product mix. Our broad assortment of high-quality fresh, natural and organic products and prepared foods, which account for approximately 65% of our sales, and specialty items, which account for approximately 7% of our sales, enhance gross margins and store productivity. Direct-store delivery. We believe that our "farm-to-shelf" time is shorter than that of many of our competitors. The majority of our perishables are delivered directly to our stores and not stored in a warehouse during the transport period, reducing supply chain costs while enhancing product freshness. Strong vendor relationships. We have built valued, long-standing relationships with both large and small vendors that enable us to achieve attractive pricing on our broad merchandise offering. Maximum merchandising flexibility. We generally enable our merchandising teams to control our on-shelf product selection and positioning, rather than permitting vendors to do so through slotting fees. Proven ability to replicate store model. Since March 2009, we have successfully opened eight new food stores, including three Fairway Wines & Spirits locations, more than doubling our store base. Our urban food store operating model for new stores is based primarily on a store size of approximately 40,000 gross square feet (approximately 25,000 selling square feet), a net cash investment, including store opening costs, of approximately $16 million, not all of which requires an immediate cash outlay, net sales after two years of approximately $75 million to $85 million, a contribution margin at maturity of approximately 17% to 20%, and an average payback period on our initial investment of less than two years. Our suburban food store operating model for new stores is based primarily on a store size of approximately 60,000 gross square feet (approximately 40,000 selling square feet), a net cash With copies to: Paul Jacobs, Esq. Roy L. Goldman, Esq. Steven I. Suzzan, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 Telephone (212) 318-3000 Fax (212) 318-3400 Nathalie Augustin, Esq. Senior Vice President General Counsel Fairway Group Holdings Corp. 2284 12th Avenue New York, New York 10027 Telephone (646) 616-8070 Fax (212) 234-2603 Robert Evans III, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Telephone (212) 848-4000 Fax (646) 848-8830 Table of Contents investment, including store opening costs, of approximately $15 million, not all of which requires an immediate cash outlay, net sales after two years of approximately $45 million to $55 million, a contribution margin at maturity of approximately 10% to 13%, and an average payback period on our initial investment of approximately 3 to 3.5 years. We may elect to opportunistically open stores in desirable locations that differ from our prototypical new store model in square footage and/or net sales but that we believe will provide similar contribution margins and returns on invested capital. Passionate and experienced management team. We are led by a management team with a proven track record, complemented by hands-on senior merchants and store operations managers who have broad responsibility for merchandising and store operations. Our senior merchants have an average of 32 years in the food retailing industry and an average of 14 years at Fairway, and we believe they are widely recognized as authorities in their product categories. Our Growth Strategy We plan to pursue the following growth strategies: Open stores in existing and new markets. We currently plan to open two new stores in fiscal 2014, and for the next several years thereafter, we intend to grow our store base in the Greater New York City metropolitan area at a rate of three to four stores annually. Over time, we also plan to expand Fairway's presence into new, high-density metropolitan markets. Based on demographic research conducted for us by the Buxton Company, a customer analytics research firm, we believe, based on these demographics, we have the opportunity to more than triple the number of stores in our existing marketing region, the Northeast market (from New England to the District of Columbia) can support up to 90 stores and the U.S. market can support more than 300 additional stores (including stores in the Northeast) operating under our current format. Capitalize on consumer trends. We believe that our differentiated format positions us to capitalize on evolving consumer preferences and other key trends currently shaping the food retail industry, which include: Increasing focus on the customer shopping experience; Increasing consumer focus on healthy eating; and Increasing consumer interest in private label product offerings. Improve our operating margins. We intend to improve our operating margins by leveraging our well-developed and scalable infrastructure and continuing to implement our key operating initiatives. We have made significant investments in management, information technology systems, infrastructure, compliance and marketing to enable us to pursue our growth plans without a significant increase in infrastructure spending. Risks Affecting Our Business While we have set forth our competitive strengths above, food retail is a large and highly competitive industry, and our business involves many risks and uncertainties, including: our ability to open new stores on a timely basis or at all; our ability to achieve sustained sales and profitable operating margins at new stores; the availability of financing to pursue our new store openings on satisfactory terms or at all; our ability to compete effectively with other retailers; Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. Table of Contents our ability to maintain price competitiveness; the geographic concentration of our stores; our ability to maintain or improve our operating margins; our history of net losses; ordering errors or product supply disruptions in the delivery of perishable products; restrictions on our use of the Fairway name other than on the East Coast and in California and certain parts of Michigan and Ohio; our ability to retain and attract senior management, key employees and qualified store-level employees; rising costs of providing employee benefits, including increased healthcare costs and pension contributions due to unfunded pension liabilities; our ability to satisfy our ongoing capital needs and unanticipated cash requirements; funds managed by affiliates of Sterling Investment Partners, which own common stock representing approximately 67.6% of the voting power of our outstanding common stock before this offering and the Exchange referred to below, will, upon completion of this offering, own shares of Class A common stock and Class B common stock representing approximately 52.0% of our outstanding common stock and approximately 77.1% of the voting power of our common stock, enabling them to control all matters submitted to our stockholders and limiting or precluding other stockholders from influencing corporate matters for the foreseeable future; we will be a "controlled company" with less stringent requirements concerning the independence of our board of directors and its committees under the corporate governance rules of the NASDAQ Global Market; the market price of our Class A common stock may be volatile or may decline, and you may not be able to resell your shares at or above the initial public offering price; and we qualify as an "emerging growth company" under the JOBS Act, and as such will be permitted to, and intend to, rely on exemptions from certain accounting and executive compensation disclosure and stockholder advisory vote requirements that are applicable to other public companies. Investing in our Class A common stock involves substantial risk. The factors that could adversely affect our results and performance, including those identified above, are discussed under the heading "Risk Factors" immediately following this summary. Before you invest in our Class A common stock, you should carefully consider all of the information in this prospectus, including

parsed_sections/prospectus_summary/2013/CIK0001555947_yuma_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to YUMA RESOURCES INC. CORPORATE BACKGROUND AND INFORMATION YUMA RESOURCES INC. Yuma Resources Inc. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Yuma Resources Inc. is engaged in the exploration for copper and other minerals. The Company has acquired one MTO mineral claim totaling 20.49 hectares. It is located approximately 2.5 kilometres northwest of the community of Holberg on Northern Vancouver Island. We refer to these mining claims as the Millington Copper Property. This property is without known reserves. The Millington Copper Property comprises one mineral claim containing 1 cell claim unit, totaling 20.49 hectares: BC Tenure # Work Due Date Cells Total Area (Hectares) ----------- ------------- ----- --------------------- 994534 June 6, 2013 1 20.49 We require an estimated total of $300,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Yuma Resources Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2013 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2013 in order to conducts its operations. Our offices are located at: 64 Gainsborough Avenue, St. Albert, Alberta, T8N 0W5. Telephone: (780) 458-2778 THE OFFERING Securities offered 8,000,000 shares of common stock Selling stockholder Thomas Wielobob Offering price $0.002 per share Shares outstanding prior to the offering 20,000,000 shares of common stock Shares to be outstanding after the offering 20,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended Period Ended August 31, November 30, 2012 2012 ---------- ---------- Revenues 0 0 Operating expenses 13,675 1,995 Net loss from operations 13,675 1,995 Net loss before taxes 13,675 1,995 Loss per share - basic and diluted 0.00 0.00 Weighted average shares outstanding basic 20,000,000 20,000,000 BALANCE SHEET DATA At At August 31, November 30, 2012 2012 ---------- ---------- Cash and cash equivalents 16,325 16,325 Total current assets 16,325 16,325 Total assets 16,325 16,325 Management Accrual Fee 0 1,995 Total liabilities 0 1,995 Common stock 20,000 20,000 Additional paid-in capital 10,000 10,000 Deficit accumulated during exploration period (13,675) (15,670) Total stockholder's equity 16,325 16,325

parsed_sections/prospectus_summary/2013/CIK0001555949_bonanza_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to BONANZA RESOURCES CORP. CORPORATE BACKGROUND AND INFORMATION BONANZA RESOURCES CORP. Bonanza Resources Corp. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Bonanza Resources Corp. is engaged in the exploration for quartz and other minerals. The Company has acquired one MTO mineral claim totaling 381.90 hectares. It is located on the western slope of Mount Gardner on Bowen Island, approximately 8.5 kilometers south east of Gibson. We refer to these mining claims as the Bonanza Property. This property is without known reserves. The Bonanza Property comprises of one mineral claim containing 6 cell claim units totaling 126.20 hectares; BC Tenure # Work Due Date Units Total Area (Hectares) ----------- ------------- ----- --------------------- 983802 May 2, 2013 6 126.20 We require an estimated total of $240,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Bonanza Resources Corp.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2013 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2013 in order to conducts its operations. Our offices are located at: 14727 - 129th Street, Edmonton, Alberta T6V 1C4. Telephone: (780) 887-4998 THE OFFERING Securities offered 9,000,000 shares of common stock Selling stockholder Wayne Cadence Offering price $0.002 per share Shares outstanding prior to the offering 20,000,000 shares of common stock Shares to be outstanding after the offering 20,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended Period Ended August 31, November 30, 2012 2012 ---------- ---------- Revenues 0 0 Operating expenses 13,675 1,995 Net loss from operations 13,675 1,995 Net loss before taxes 13,675 1,995 Loss per share - basic and diluted 0.00 0.00 Weighted average shares outstanding basic 20,000,000 20,000,000 BALANCE SHEET DATA At At August 31, November 30, 2012 2012 ---------- ---------- Cash and cash equivalents 16,325 16,325 Total current assets 16,325 16,325 Total assets 16,325 16,325 Management Accrual Fee 0 1,995 Total liabilities 0 1,995 Common stock 20,000 20,000 Additional paid-in capital 10,000 10,000 Deficit accumulated during exploration period (13,675) (15,670) Total stockholder's equity 16,325 16,325

parsed_sections/prospectus_summary/2013/CIK0001556169_anchor_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary does not contain all of the information you should consider before making your investment decision. You should read the entire prospectus carefully, including the section titled "Risk Factors" and the financial statements and the notes relating to those statements. We were incorporated in Florida in June 2012. All of our operations to date have been related to the formation and development of our business plan to develop and operate compressed natural gas fueling stations for motor vehicles. We currently have minimal assets, no revenues and no operating history beyond certain start-up activities. Our ability to commence commercial operations and successfully implement our business plan depends on us obtaining adequate financial resources, which cannot be assured. Since we are in the developmental stage and have not yet opened any compressed natural gas fueling stations, we cannot assure you that we will achieve profitable operations. Our principal executive offices are located at 301 North E Street, Lake Worth FL 33460 and our telephone number is 908-892-4958. The Offering Stock Offered: 500,000 shares of Series A Convertible Preferred Stock Offering price: $10.00 per share Liquidation Preference: $10.00 per share Dividends: In the event a dividend or distribution is declared on the Common Stock of the Company, in cash or other property (other than a dividend of our Common Stock), the holders of the Series A convertible Preferred Stock will be entitled to receive the amount of cash or property equal to the cash or property which would be received by the holders of the number of shares of Common Stock into which such shares of Series A Convertible Preferred Stock could be converted immediately prior to such dividend or distribution. Optional Conversion: Each share of convertible preferred stock may be converted, at the option of the holder, into 10 shares of our common stock, subject to adjustment in a number of circumstances described under "Description of Series A Convertible Preferred Stock—Conversion Rate Adjustments." No additional payment is required in connection with a conversion. Voting Rights: The Preferred Stock will vote, on an as converted basis, with the Common Stock. Series A Convertible Preferred Stock Outstanding: None ANCHOR CNGO CORP. (F/K/A ANCHOR RESORT CORP.) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 8, 2012 (INCEPTION) TO AUGUST 31, 2012 Operating Expenses Professional fees $5,000 General and administrative 1,301 Total Operating Expenses 6,301 LOSS FROM OPERATIONS BEFORE INCOME TAXES (6,301) Provision for Income Taxes - NET LOSS $(6,301) Net Loss Per Share - Basic and Diluted $(0.01) Weighted average number of shares outstanding during the period - Basic and Diluted 1,250,000 See Accompanying Notes to Audited Financial Statements ANCHOR CNGO CORP. (F/K/A ANCHOR RESORT CORP.) (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM JUNE 8, 2012 (INCEPTION) TO FEBRUARY 28, 2013 (UNAUDITED Deficit Accumulated Preferred stock Common stock Additional accumulated during Other Total paid-in Subscription development Comprenhensive Stockholders' Shares Amount Shares Amount capital Receivables stage Loss Equity Balance, June 8, 2012 - $- - $- $- $- $- $- $- Common stock issued for cash ($.10/share) - - 1,250,000 1,250 123,750 (2,315) - - 122,685 Net loss for the period from June 8, 2012 to August 31, 2012 - - - - - - (6,301) - (6,301) Balance, August 31, 2012 - $- 1,250,000 $1,250 $123,750 $(2,315) $(6,301) $- $116,384 Net loss for the Six months ended February 28, 2013 - - - - - - (46,110) - (46,110) Common stock issued for services ($.10/share) - - 55,000 55 5,445 - - - 5,500 Imputed compensation - - - - 2,500 - - - 2,500 Comprenhensive loss on investment securities - - - - - - - (1,160) (1,160) Comprenhensive loss - - - - - - - - (47,270) Balance, February 28, 2013 - $- 1,305,000 $1,305 $131,695 $(2,315) $(52,411) $(1,160) $77,114 See Accompanying Notes to Condensed Unaudited Financial Statements Common Stock outstanding: Prior to offering: 1,305,000 shares After offering (assuming sale of all Convertible preferred stock and conversion of into common stock): 6,305,000 shares Estimated Proceeds: Because this is a self underwritten offering with no minimum, we may receive from $0 up to $5,000,000 if all 500,000 shares of preferred stock offered are sold. Use of Proceeds: Operations and development of our business, acquire property and inventory, advertising, marketing, and working capital.

parsed_sections/prospectus_summary/2013/CIK0001559122_jewel_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to JEWEL EXPLORATIONS INC. CORPORATE BACKGROUND AND INFORMATION JEWEL EXPLORATIONS INC. Jewel Explorations Inc. was organized under the laws of the State of Nevada on May 31, 2012, to explore mineral properties in North America. Jewel Explorations Inc. is engaged in the exploration for gold and other minerals. The Company has acquired one Mineral Titles Online "MTO" mineral claim totaling 164.52 hectares.The Mystic Gold Property is located on Northern Vancouver Island adjacent to Klootchlimmis Creek, which drains north ward into Quatsino Sound. The property is accessible from the town of Port Alice via logging roads. We refer to these mining claims as the Mystic Gold Property. This property is without known reserves. To current date the Company has never commenced any operational/exploration activity other than issuing shares. The Mystic Gold Property comprises one mineral claim composed of 8 MTO cell claim units totaling 164.52 hectares; BC Tenure # Work Due Date Units Total Area (Ha.) ----------- ------------- ----- ---------------- 998882 June 19, 2013 8 164.52 We require an estimated total of $281,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Jewel Explorations Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2012 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2012 in order to conducts its operations. Our offices are located at: #2-556 Furby Street, Winnipeg, Manitoba R3B 2V8 THE OFFERING Securities offered 10,000,000 shares of common stock Selling stockholder Sydney Kraft Offering price $0.002 per share Shares outstanding prior to the offering 24,000,000 shares of common stock Shares to be outstanding after the offering 24,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended August 31, 2012 --------------- Revenues 0 Operating expenses 5,675 Net loss from operations 5,675 Net loss before taxes 5,675 Loss per share - basic and diluted 0.00 Weighted average shares outstanding basic 24,000,000 BALANCE SHEET DATA At August 31, 2012 ------------------ Cash and cash equivalents 18,825 Total current assets 18,825 Mineral Property 8,500 ------- Total assets 27,325 Accounts payable 3,000 Current liabilities 3,000 Total liabilities 3,000 Common stock 24,000 Additional paid-in capital 6,000 Deficit accumulated during exploration period (5,675) ------- Total stockholder's equity 24,325 ------- Total liabilities and stockholder's equity 27,325 =======

parsed_sections/prospectus_summary/2013/CIK0001559124_braxton_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to BRAXTON RESOURCES INC. CORPORATE BACKGROUND AND INFORMATION BRAXTON RESOURCES INC. Braxton Resources Inc. was organized under the laws of the State of Nevada on May 31, 2012, to explore mineral properties in North America. Braxton Resources Inc. is engaged in the exploration for gold and other minerals. The Company has acquired one MTO mineral claim totaling 244.93 hectares. The Bristol Gold Property is located on the south shore of Carpenter Lake, near the mining communities of Goldbridge and Bralorne, BC. Access is gained via 75 km of road from Lillooet, and then by small boat across the lake or via helicopter. An old 4x4 road leads 5.5 km up Tommy Creek, which bisects the property, accessing the Benboe/Bristol gold mine. We refer to these mining claims as the Bristol Gold Property. This property is without known reserves. To current date the Company has never commenced any operational/exploration activity other than issuing shares. The Bristol Gold Property comprises one MTO mineral claim containing 12 cell claim units totaling 244.93 hectares. BC Tenure # Work Due Date Staking Date Total Area (Ha.) ----------- ------------- ------------ ---------------- 904142 Sep. 30, 2013 Sep. 30, 2011 244.93 We require an estimated total of $313,210.94 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Braxton Resources Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2012 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2012 in order to conducts its operations. Our offices are located at: 7558 W. Thunderbird Rd #1-486, Peoria, Arizona 85381. Telephone: (602) 509-2822 THE OFFERING Securities offered 12,000,000 shares of common stock Selling stockholder Charles Irizarry Offering price $0.002 per share Shares outstanding prior to the offering 30,000,000 shares of common stock Shares to be outstanding after the offering 30,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." STATEMENTS OF OPERATION Period Ended August 31, 2012 --------------- Revenues 0 Operating expenses 5,675 ---------- Net loss from operations (5,675) Net loss before taxes (5,675) Loss per share - basic 0.00 Weighted average shares outstanding basic 30,000,000 BALANCE SHEET DATA At August 31, 2012 ------------------ Cash and cash equivalents 17,825 Total current assets 17,825 Mineral property 8,500 ---------- Total assets 26,325 Accounts payable 2,000 ---------- Total current liabilities 2,000 Common stock 30,000 Additional paid-in capital 0 Deficit accumulated during exploration period (5,675) ---------- Total stockholders' equity 24,325 ---------- Total liabilities and stockholders' equity 26,325

parsed_sections/prospectus_summary/2013/CIK0001559126_canyon_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to CANYON MINERALS INC. CORPORATE BACKGROUND AND INFORMATION CANYON MINERALS INC. Canyon Minerals Inc. was organized under the laws of the State of Nevada on May 31, 2012, to explore mineral properties in North America. Canyon Minerals Inc. is engaged in the exploration for gold and other minerals. The Company has acquired one MTO mineral claim totaling 310.235 hectares. The property is located near the head of Jervis Inlet, about 120 km northwest of Vancouver, BC. Access is by float plane from Vancouver or Sechelt, or by boat from Egmont or Pender Harbour on the Sechelt Peninsula. We refer to these mining claims as the Canyon Gold Property. This property is without known reserves. To current date the Company has never commenced any operational/exploration activity other than issuing shares. The Canyon Gold Property comprises one MTO mineral claim containing 15 cell units totaling 310.235 hectares in area. BC Tenure # Work Due Date Staking Date Area (Ha.) ----------- ------------- ------------ ---------- 901869 Sept. 28, 2013 Sept. 27, 2011 310.235 We require an estimated total of $286,963.75 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Canyon Minerals Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2012 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2012 in order to conducts its operations. Our offices are located at: 3350 South 2940 East, Suite #9948, Salt Lake City, Utah 84109. Telephone: 801-244-8769 THE OFFERING Securities offered 12,000,000 shares of common stock Selling stockholder Wayne Middleton Offering price $0.002 per share Shares outstanding prior to the offering 24,000,000 shares of common stock Shares to be outstanding after the offering 24,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended August 31, 2012 --------------- Revenues 0 Operating expenses 5,675 Net loss from operations (5,675) Net loss before taxes (5,675) Loss per share - basic and diluted 0.00 Weighted average shares outstanding basic 24,000,000 BALANCE SHEET DATA At August 31, 2012 ------------------ Cash and cash equivalents 18,825 Total current assets 18,825 Mineral property 8,500 ------- Total assets 27,325 Accounts payable 3,000 3,000 Total current liabilities -- Total liabilities 3,000 Common stock 24,000 Additional paid-in capital 6,000 Deficit accumulated during exploration period (5,675) ------- Total stockholder's equity 24,325 ------- Total liabilities and stockholder's equity 27,325 =======

parsed_sections/prospectus_summary/2013/CIK0001561679_icon-eci_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001562738_apptigo_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, WE, US, OUR, AND BALIUS CORP. REFERS TO BALIUS CORP. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. BALIUS CORP. We are a development stage company and intend to commence operations in the equine business. We plan to buy young Irish Sport Horses, train them and resell. Balius Corp. was incorporated in Nevada on October 23, 2012. We intend to use the net proceeds from this offering to develop our business operations (See Description of Business and Use of Proceeds ). To implement our plan of operations we require a minimum of $50,000 for the next twelve months as described in our Plan of Operations. The amount of funds necessary to implement our plan of operations cannot be predicted with any certainty and may exceed any estimates we set forth. We expect our operations to begin to generate revenues during months 6-12 after completion of this offering. However, there is no assurance that we will generate any revenue in the first 12 months after completion our offering or ever generate any revenue. As of May 3 , 2013 we have cash reserves of approximately $1,220. We currently spend approximately $583 per month on our operations, and our present cash will last for approximately 2 months. We intend to purchase young Irish Sport Horses aged 4 year and older and train them. Basic horse training will begin with ground training and ground manners. Please see Our Business section on page 19 for the definitions for the terms ground training, ground manners and eventing. Then, we will train then for jumping competition and eventing. We intend to train them at riding arena which we intend to rent. The length of time we anticipate we will be caring for and training such horses before resale is 2-3 month. We intend to offer our horses for sale to potential customers from Europe (England, Germany, France, Switzerland, Netherlands and other) and USA. We plan to sell our horses at local, national and international horse auctions and advertise them at different web sites and sell directly to the public. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing. If we do not generate any revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at 38 Sea View Park, Cliffoney, Co. Sligo, Ireland. Our phone number is 353851997078. From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (October 23, 2012) through March 31, 2013, reports no revenues and a net loss of $6,504. Our independent registered public accounting firm has issued an audit opinion for Balius Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan, purchased a young horse for $2,000 and entered into a Grazing Lease Agreement, dated January 22, 2013. The breed of horse we purchased is Irish Sport Horse. Its age is 4 year old. We have already begun to train this horse at Trawalua Strand Beach in Sligo County. Also, because our sole officer and director has broad connections in equine industry he has access to some riding arena where he also trained our horse. On March 26, 2013 we entered into oral agreement with Thomas Casidy to use a property which includes a riding arena, a stable for 8 horses and 6 acres pasture field in Ballaghnatrillick, a village in County Sligo, Ireland. The owner left Ireland and offered the property free of charge and for indefinite term. The only our responsibility is to maintain the property in a good condition. We have started offering our horse to potential clients through our president s connections in equine industry. Our president has contacted several horse dealers who recorded video of our horse and posted photo and information on their web-site. We offer our horse for $10,000 to these dealers. Our price is fixed. The dealers will not receive any commission from us if they sell the horse. They add their interest on top of our price which is unknown to us and offer the horse to their clients. We did not use other methods of offering horses to the public that described in our business plan on page 20. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The company is publicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success. Our sole officer and director will only be devoting approximately 30 hours a week to our operations. As a result, our operations may be sporadic and occur at times which are convenient to our sole officer and director. Our sole officer and director is engaged in a similar business to us. Mr. Vitaliy Gladky is a self-employed horse trainer. Potential conflicts of interest may arise in future that may cause our business to fail, including the amount of time he is able to dedicate to our business as well as additional conflict of interests over opportunities presented to our sole officer and director during the performance of his duties. Balius Corp. does not currently have a right of first refusal pertaining to opportunities that come to management s attention where the opportunity may relate to our proposed business operations. THE OFFERING The Issuer: BALIUS CORP. Securities Being Offered: 10,000,000 shares of common stock. Price Per Share: $0.01 Duration of the Offering: The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part. Gross Proceeds $100,000 Securities Issued and Outstanding: There are 10,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Vitaliy Gladky Subscriptions All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $7,000.

parsed_sections/prospectus_summary/2013/CIK0001570765_market_prospectus_summary.txt

@@ -0,0 +1,192 @@
+PROSPECTUS
+SUMMARY
+
+ 
+
+This is only a summary of this Prospectus,
+and while it contains material information about the Market Vectors Redeemable Gold Trust (the "Trust") and the shares
+it issues (the "Shares"), it does not contain or summarize all of the information about the Trust and the Shares contained
+in this Prospectus that is material and that may be important to you. You should read this entire Prospectus, including "Risk
+Factors" beginning on page [ ], and the material incorporated by reference herein before making an investment decision about
+the Shares. Capitalized terms not defined in this section have the meaning set forth in the Glossary beginning on page [ ] of this
+Prospectus.
+
+ 
+
+Overview of the Trust Structure, the Sponsor, the Trustee
+and the Custodian
+
+ 
+
+The Trust was formed pursuant to a Depositary
+Trust Agreement (the "Trust Agreement") under New York law. The Trust s primary objective is for the Shares to
+reflect the performance of the price of gold less the expenses of the Trust s operations. The Trust s secondary objective
+is to provide investors with an opportunity to invest in gold through the Shares and to be able to take delivery of physical gold
+bullion in exchange for those Shares. Each Share represents a fractional undivided beneficial interest in the Trust s net
+assets. The Trust s assets consist principally of gold bullion held on the Trust s behalf. The Trust will
+hold London Good Delivery Bars ("London Bars") (also referred to herein as the "Gold Bars").
+
+ 
+
+The sponsor of the Trust is Van Eck Associates
+Corporation (the "Sponsor"). The Sponsor is a Delaware corporation. The Shares are neither interests in nor obligations
+of, and are not guaranteed by, the Sponsor or any of its affiliates.
+
+ 
+
+Shares are issued by the Trust in blocks
+of [ ] Shares called "Baskets" in exchange for gold bullion from certain registered broker-dealers or other securities
+market participants ("Authorized Participants"). See "Creation and Redemption of Shares by Authorized Participants"
+for requirements to qualify as an Authorized Participant. Baskets may be redeemed by the Trust in exchange for the amount of gold
+corresponding to their redemption value. The Trust issues and redeems Baskets on an ongoing basis at net asset value ("NAV")
+to Authorized Participants who have entered into a contract with the Sponsor and the Trustee (defined below).
+
+ 
+
+Individual Shares will not be redeemed by
+the Trust but are expected to be listed for trading, subject to notice of issuance, on NYSE Arca, Inc. ("NYSE Arca")
+under the symbol "[ ]." A Delivery Applicant (as defined above) may deliver Shares to the Trust in exchange for Gold
+Bars pursuant to procedures established by the Trust. See "Taking Delivery of Gold Bars."
+
+ 
+
+The material terms of the Trust are discussed
+in greater detail under the section "Description of the Trust." The Trust is not an investment company registered under
+the Investment Company Act of 1940, as amended (the "1940 Act"), and is not required to register with the Securities
+and Exchange Commission (the "SEC") thereunder.
+
+ 
+
+The Sponsor arranged for the creation of
+the Trust, the registration of the Shares for their public offering in the United States and the listing of the Shares on NYSE
+Arca. The Sponsor generally oversees the performance of the Trustee and the Trust s principal service providers, but does
+not exercise day-to-day oversight of the Trustee or such service providers. The Sponsor may remove the Trustee and appoint a successor
+trustee under certain circumstances. The Sponsor also has the right to direct the Trustee to appoint any new or additional custodian
+of the Trust s gold that the Sponsor selects.
+
+ 
+
+The Sponsor: (1) will develop a marketing
+plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the Shares; (3) will maintain the Trust s
+website; (4) may provide instructions for assaying gold, and other instructions relating to custody of the Trust s Gold Bars,
+as necessary; (5) may request the Trustee to order Custodian audits (to the extent permitted under the Custody Agreement);
+and (6) will review Delivery Applications from Delivery Applicants who want to take delivery of Gold Bars for their Shares and
+arrange for the delivery of the Gold Bars to the Delivery Applicants.
+
+ 
+
+To assist the Sponsor in marketing the Shares,
+the Sponsor has entered into a marketing support agreement with Van Eck Securities Corporation. In addition, the Sponsor maintains
+a public website on behalf of the Trust, containing information about the Trust and the Shares, including a listing of the Gold
+Bars held by the Trust. The internet address of the Trust s website is www.[ ].com. This internet address is only
+provided here as a convenience, and the information contained on or connected to the Trust s website is not considered part
+of this Prospectus.
+
+ 
+
+The Sponsor has agreed to assume the following
+administrative and marketing expenses incurred by the Trust: the Trustee s monthly fee and out-of-pocket expenses; the Custodian s
+fee; expenses reimbursable under the Custody Agreement; exchange listing fees; SEC registration fees; printing and mailing costs;
+maintenance expenses for the Trust s website; audit fees and up to $100,000 per annum in legal expenses. The Sponsor also
+will pay the costs of the Trust s organization and the initial sale of the Shares, including applicable SEC registration
+fees. See "The Sponsor."
+
+ 1
+
+ 
+
+ 
+
+The Trustee is The Bank of New York Mellon.
+The Trustee is generally responsible for the day-to-day administration of the Trust. The Trustee s principal responsibilities
+include: (1) valuing the Trust s gold and calculating the NAV per Share and adjusted NAV per Share of the Trust, (2) supplying
+inventory information to the Sponsor for the Trust s website; (3) receiving and processing orders from Authorized Participants
+for the creation and redemption of Baskets; (4) coordinating the processing of orders from Authorized Participants with the Custodian
+and The Depository Trust Company ("DTC"), including coordinating with the Custodian the receipt of gold transferred
+to the Trust in connection with each issuance of Baskets; (5) cooperating with the Sponsor, the precious metals dealer and the
+Custodian in connection with the delivery of Gold Bars to Delivery Applicants in exchange for their Shares; (6) selling the Trust s
+Gold Bars as needed to cover the Trust s expenses; (7) holding the Trust s cash and other financial assets, if any;
+(8) when appropriate, making distributions of cash or other property to investors; and (9) receiving and reviewing reports on the
+custody of and transactions in the Trust s Gold Bars from the Custodian and taking such other actions in connection with
+the custody of the Trust s Gold Bars as the Sponsor instructs.
+
+ 
+
+The Custodian is ________________________.
+The Custodian is responsible for the safekeeping of the Trust s allocated gold bullion and supplying inventory information
+to the Trustee and the Sponsor. The Custodian also is responsible for facilitating the transfer of gold in and out of the Trust
+through accounts that the Custodian maintains for each Authorized Participant. The Custodian will deposit into the Trust s
+Unallocated Account gold received from an Authorized Participant in exchange for Baskets. The Custodian will promptly convert the
+deposit to allocated London Bars, unless the Sponsor instructs the Custodian to convert a portion of the gold received into Gold
+Bars other than London Bars for delivery to a Delivery Applicant. The Custodian may, after pre-approval of a Delivery Application
+by the Sponsor, engage in over-the-counter ("OTC") transactions with a precious metals dealer to convert the Trust s
+gold into gold of different specifications as requested by a Delivery Applicant in the Delivery Application. The Custodian will,
+at the direction of the Trustee, deliver Gold Bars to any Delivery Applicant.
+
+ 
+
+Detailed descriptions of certain specific
+rights and duties of the Trustee and the Custodian are set forth in "Description of the Trust," "The Trustee"
+and "The Custodian."
+
+ 
+
+Trust Objectives
+
+ 
+
+The primary objective of the Trust is for
+the Shares to reflect the performance of the price of gold less the expenses of the Trust s operations. The Trust s
+secondary objective is to provide investors with an opportunity to invest in gold through Shares, and to be able to take delivery
+of physical gold bullion in exchange for their Shares. The Trust is not actively managed. It does not engage in any activities
+designed to obtain a profit from, or to compensate investors for losses caused by, changes in the price of gold.
+
+ 
+
+The Trust holds London Bars and, in connection
+with a Delivery Applicant s exchange of Shares for Gold Bars, the Trust may obtain Gold Bars of other specifications as requested
+by the Sponsor. The Trust receives gold deposited by Authorized Participants in exchange for the creation of Baskets and delivers
+gold to Authorized Participants in exchange for Baskets surrendered to it for redemption.
+
+ 
+
+Investors may contact their broker-dealer
+to purchase and sell Shares. An investor who would like to take delivery of physical gold bullion for its Shares (a "Delivery
+Applicant") may do so pursuant to procedures established by the Trust. See "Taking Delivery of Gold Bars."
+
+ 
+
+The Shares are intended to constitute a cost-efficient
+mechanism for investors to make an investment in gold. Although the Shares are not the exact equivalent of an investment in gold,
+they provide investors with an alternative that allows a level of participation in the gold market through the securities market.
+The Shares are:
+
+ 
+
+ Listed and traded on NYSE Arca like other exchange-traded securities under the symbol "[ ]."
+
+ 
+
+ Easily accessible to investors through traditional brokerage accounts.
+
+ 
+
+ Backed by allocated gold held by the Custodian. The Shares differ from other financial products that gain exposure to bullion
+in that other financial products may use derivatives to gain exposure to the price of gold.
+
+ 
+
+ Cost efficient because the expenses involved in an investment in physical gold are dispersed among all investors in the Shares
+
+ 
+
+Principal Offices
+
+ 
+
+The offices of the Trust are located at 335
+Madison Avenue, New York, New York 10017. The Trustee has a corporate trust office located at 2 Hanson Place, Brooklyn, New York
+11217. The Sponsor is located at 335 Madison Avenue, New York, New York 10017, and its telephone number is (212) 293-2000. The
+Custodian is located at [ ].
+
+ 2

parsed_sections/prospectus_summary/2013/CIK0001573026_digicom_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

parsed_sections/prospectus_summary/2013/CIK0001573027_bv-bc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

parsed_sections/prospectus_summary/2013/CIK0001573056_infohighwa_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

parsed_sections/prospectus_summary/2013/CIK0001573057_info_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

parsed_sections/prospectus_summary/2013/CIK0001574787_np-opco_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001574805_np-mt_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001574825_np-sonoma_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001582086_blue_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001583513_stg-group_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001584873_american_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus. Unless we otherwise specify, all references to information and data in this prospectus about our business and fleet refer to the business and fleet to be contributed to us by American Petroleum Tankers Holding LLC ( Holding ) upon the closing of this offering (our initial fleet ) but prior to our exercise of our option to purchase the newbuild vessels (the State Class newbuild vessels ) from State Class Tankers II LLC and/or certain of its subsidiaries (collectively, State Class Tankers ). See Our Fleet. Prior to the closing of this offering, we will not own any vessels. Unless otherwise indicated, all references to size, age and capacity of our fleet and other Jones Act vessels are as of September 30, 2013. Unless the context otherwise requires, all references in this prospectus to we, our, us and the Partnership or similar terms when used in a historical context refer to the assets, liabilities and operations of Holding, including its vessels and its subsidiaries that hold interests in the vessels in our initial fleet, which constitute 100% of its assets. When used in the present tense or prospectively, those terms refer to American Petroleum Tankers Partners LP and its subsidiaries. All references in this prospectus to our general partner refer to American Petroleum Tankers GP LLC, the general partner of American Petroleum Tankers Partners LP. All references in this prospectus to our Sponsors refer to Blackstone Capital Partners V USS L.P. ( BCPV ), a fund of The Blackstone Group, L.P., and its affiliates (collectively, Blackstone ), affiliates of GSO Capital Partners LP ( GSO ) and affiliates of Cerberus Capital Management, L.P. ( Cerberus ), which together indirectly own substantially all of the equity interests of Holding and our general partner. You should read the entire prospectus carefully, including our historical financial statements and the notes to those financial statements. The information presented in this prospectus assumes, unless otherwise noted, (1) an initial public offering price of $ per common unit and (2) that the underwriters do not exercise their option to purchase additional common units. You should read Risk Factors for more information about important risks that you should consider carefully before buying our common units. American Petroleum Tankers Partners LP We are a Delaware master limited partnership formed to own, operate and acquire tankers that transport refined petroleum products and crude oil in the U.S. domestic trade, which is commonly referred to as the Jones Act trade, under long-term time charter contracts. Our initial fleet will consist of five medium-range ( MR ) product tankers with an average age of 3.8 years, compared to an average age of 12 years for the rest of the fleet of tankers that satisfy the requirements to conduct Jones Act trade (or the Jones Act fleet ). Our product tankers are modern, high quality vessels that are versatile and that we believe are among the most fuel efficient tankers in the Jones Act fleet. We intend to leverage the experience, reputation and relationships of our management team and Sponsors to capitalize on what we believe are significant growth opportunities in the Jones Act tanker market. We operate our vessels under contracts, or time charters, with creditworthy counterparties, including affiliates of BP, p.l.c. ( BP ), Royal Dutch Shell plc ( Shell ), Chevron Corporation ( Chevron ), the Military Sealift Command of the U.S. Navy ( MSC ), a division of the U.S. Department of Defense, and, on a forward basis, with Phillips 66 Company ( Phillips 66 ) and an affiliate of Tesoro Corporation ( Tesoro ). Each of the vessels in our initial fleet is either operating pursuant to a time charter with a remaining term of more than one year or is forward chartered to another counterparty for a multiple-year term (which we refer to, in either case, as a long-term time charter ). These long-term time charters provide predictable and stable cash flows based on contracted daily rates of hire for our vessels and have allowed us to maintain utilization rates for our initial fleet in excess of 99% since their commencement. We intend to grow our business and cash distributions through accretive acquisitions of additional Jones Act vessels from State Class Tankers, an affiliate of Blackstone that is building four new MR tankers that we have an Table of Contents The information in this preliminary 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 jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2013 PRELIMINARY PROSPECTUS

parsed_sections/prospectus_summary/2013/CIK0001587637_universal_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY As used in this prospectus, references to the Company, we, our , us or Universal Movers Corporation refer to Universal Movers Corporation unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements, and the notes to the financial statements. Our Company Universal Movers Corporation was incorporated on September 9, 2013, under the laws of the State of Nevada, for the purpose of providing moving and storage services. We are a development stage company that has not realized any revenues to date, and our accumulated deficit as of September 30, 2013 is $2,425. To date we have raised an aggregate of $6,000 through a private placement of our securities. Proceeds from the private placement were used for working capital. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The Company s principal offices are located at 125 Beech Hall Road London, Greater London E4 9NN, UK. Our telephone number is +44 20 3734 7531. We intend to provide our moving and storage services to resident and commercial areas in London, UK, and also plan to secure a storage facility upon the completion of our public offering in London, UK, as well. To implement our business plan we require a minimum funding of $45,000 over the next twelve months. We are in the early stages of developing our business, for the purpose of providing moving and storage services. Our plan of operations over the 12 month period following successful completion of our offering of $60,000 is to use (i) $7,500 for legal and accounting fees, (ii) $7,500 for costs associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended, (iii) $5,000 to setup a small office and storage facility, (iv) $5,000 to pay a salary to Shahzad Ahmed, our President and sole director, (v) $5,000 for purchasing of moving equipments, (vi) $20,000 for purchasing/leasing of a used 5 ton truck, (vii) $5,000 for website development and marketing, and (viii) $5,000 for purchasing insurance for storage facility and truck. In the event that we raise $45,000, we will use such funds as follows: (i) $7,500 for legal and accounting fees, (ii) $7,500 for costs associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended, (iii) $5,000 to setup a small office and storage facility, (iv) $5,000 to pay a salary to Shahzad Ahmed, our President and sole director, (v) $5,000 for purchasing of moving equipments, and (vi) $15,000 for purchasing/leasing of a used 5 ton truck. In the event that we raise $30,000, we will use such funds as follows: (i) $7,500 for legal and accounting fees, (ii) $7,500 for costs associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended, (iii) $5,000 to setup a small office and storage, (iv) $5,000 to pay a salary to Shahzad Ahmed, our President and sole director, and (v) $5,000 for purchasing of moving equipments. In the event that we raise $15,000, we will use such funds as follows: (i) $7,500 for legal and accounting fees, and (ii) $7,500 for costs associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended. See Use of Proceeds on page 14. We plan to raise the additional funding for our twelve month business plan by way of private debt or equity financing, is to seek for additional funding beyond the minimum required by our plan regardless of the amount we raise through this offering, but have not commenced any activities to raise such funds. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with our twelve month business plan. The reasons of our sole officer and director to make the Company become a public company is based on his subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), which provides investors with updated material information about the Company and the ability of the Company s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of common stock quoted on the OTC Bulletin Board or the OTCQB tier of the OTC Markets. Our sole officer and director believes that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act which he estimates will be $15,000 throughout the year and the reluctance of persons qualified to serve as directors of the Company because of a director s exposure to possible legal claims. From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, opening a corporate bank account, the initial equity funding by our sole officer and sole director, development of our business plan and registering our domain name "www.universal-movers.com" but the website is not developed and is currently under construction. We received our initial funding of $6,000 through the sale of common stock to our President and sole director, who purchased 6,000,000 shares of common stock at $0.001 per share. Our financial statements from inception on September 9, 2013 through September 30, 2013 report no revenues and a net loss of $2,425. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Shahzad Ahmed, our President, sole director and sole officer did not agree to serve as an officer or director of the Company at least in part due to a plan, agreement or understanding that he, respectively, would solicit, participate in, or facilitate the sale of the enterprise to (or a business combination with) a third party looking to obtain or become a public reporting entity, and Mr. Ahmed also confirms that he has no such present intention. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. We are an emerging growth company within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see RISK FACTORS--RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS on page 12 of this prospectus. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. Under U.S. federal securities legislation, our common stock will be penny stock . Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor s account for transactions in penny stocks, and 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 an investor s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and 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 prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. 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 stock 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. Summary Financial Information The tables and information below are derived from our audited financial statements for the period from September 9, 2013 (Inception) to September 30, 2013. Our working capital deficit as at September 30, 2013 was $2,425. September 30, 2013 ($) Financial Summary (Audited) Cash and Deposits 5,991 Total Assets 5,991 Total Liabilities 2,416 Total Stockholder s Equity (Deficit) (3,575) Accumulated From September 9, 2013 (Inception) to September 30, 2013 ($) Statement of Operations Total Expenses 2,425 Net Loss for the Period (2,425) Net Loss per Share 0.00 The Offering Securities offered: 3,000,000 shares of our common stock, par value $0.001 per share. Offering price: $0.02 Duration of offering: The 3,000,000 shares of common stock are being offered for a period of 12 months. Net proceeds to us: $60,000, assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 14. Shares outstanding prior to offering: 6,000,000 Shares outstanding after offering: 9,000,000

parsed_sections/prospectus_summary/2013/ESNT_essent_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/LITB_lightinthe_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision. Overview LightInTheBox is a global online retail company that delivers products directly to consumers around the world. We offer customers a convenient way to shop for a wide selection of lifestyle products at attractive prices through www.lightinthebox.com, www.miniinthebox.com and our other websites, which are available in 17 major languages and cover more than 80.0% of Internet users globally, according to Internet World Stats. Our innovative data-driven business model allows us to offer customized products at scale for optimal marketing, merchandising and fulfillment. We have built an effective business model whereby we source most of our products directly from China-based manufacturers and we work closely with them to re-engineer their manufacturing processes to achieve faster time-to-market with a greater variety of products. We acquire customers exclusively through the Internet and serve our customers from our cost-effective locations in mainland China and Hong Kong. In 2012, we ranked number one in terms of revenue generated from customers outside of China among all China-based retail websites that source products from third-party manufacturers, according to a report conducted at our request by iResearch, an independent market research firm. We target lifestyle product categories where consumers value choice or customization. We believe that by offering more variety and personalization we will be able to create and capture new consumer demand. We offer products in the three core categories of apparel, small accessories and gadgets and home and garden, representing categories with the fastest net revenue growth in terms of absolute amount in 2012. The products of our core categories generally require design specificity, thus giving us more pricing flexibility and allowing us to capture higher margin potentials. At any time, a customer shopping for a special occasion dress on our site can have her dress made-to-measure, choosing from more than 4,300 distinctive designs. As of March 31, 2013, we had more than 220,000 product listings. In the three months ended March 31, 2013, we added an average of more than 14,000 new product listings each month. We serve consumers globally without incurring the costs and complexities associated with establishing a traditional multinational retail infrastructure. Our major markets are Europe and North America. We use global online marketing platforms such as Google and Facebook to reach our consumers, we accept payments through all major credit cards and electronic payment platforms such as PayPal and we deliver our goods through major international couriers, including UPS, DHL and FedEx. We believe that being a China-based company provides important advantages in supply chain management. We strive to source high quality products directly from some of the most competitive manufacturers in the strongest supply ecosystems. By locating our sourcing offices near some of the most competitive factories, we realize cost advantages and just-in-time inventory management as we create effective supplier competition while maximizing the quality of our products. Our suppliers benefit from working closely with our in-house manufacturing experts to re-engineer their manufacturing processes to achieve faster time-to-market for our products and enable large scale production of individually customized products. To acquire and retain customers across diverse geographic markets, we have developed proprietary technologies to manage and optimize our large-scale technical and marketing operations. In addition, we have established a specialized social marketing team that uses creative interactive activities to Amendment No. 5 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents engage online users. We provide a user-friendly online shopping experience and intelligent product recommendation algorithms to facilitate purchasing decisions. We have developed a proprietary technology platform that integrates every aspect of our business operations, including global marketing, online shopping platforms, supply chain management, fulfillment, logistics and customer service. Our founders have extensive experience and expertise in software development. We have made significant investments in software research and development to improve operational efficiency and enable business innovation. We have grown significantly since we commenced our operations. Our net revenues grew from $6.3 million in 2008 to $200.0 million in 2012. Our net revenues were $73.3 million in the three months ended March 31, 2013. The number of our customers increased from approximately 36,000 in 2008 to approximately 2.5 million in 2012. The number of our customers was approximately 1.1 million in the three months ended March 31, 2013. We experienced a net loss of $3.0 million, $4.8 million, $21.9 million, $24.5 million and $4.2 million in 2008, 2009, 2010, 2011 and 2012, respectively. We generated net income of $2.6 million for the three months ended March 31, 2013. We also used cash in operating activities of $2.1 million, $2.3 million, $19.9 million and $14.1 million in 2008, 2009, 2010 and 2011, respectively. We generated $7.4 million and $6.6 million in cash from operating activities in 2012 and the three months ended March 31, 2013, respectively. Industry Background Global online retail sales continue to experience robust growth. According to Euromonitor International, or Euromonitor, global online retail sales are expected to grow at a compound annual growth rate, or CAGR, of 17.7% from $521 billion in 2012 to $849 billion in 2015. Online retail penetration remains low in major markets around the world, but has and is expected to continue to increase over time. For example, according to Euromonitor, online retail sales as a percentage of total retail sales in the United States increased from 4.2% in 2008 to 6.5% in 2012, and is expected to increase further to 8.9% by 2015. In addition, there are significant differences in online retail penetration across different product categories. For example, in the United States, online retail penetration in 2012 is 28.3% for consumer electronics products but only 6.9% for apparel and 3.9% for home and garden, according to Euromonitor. We believe that these underpenetrated categories present significant future growth opportunities for online retailing. China has become a major manufacturing hub for consumer goods for global brands and smaller China-based exporters. According to iResearch, the Chinese consumer goods export market is expected to grow from $1,270 billion in 2012 to $1,983 billion in 2015, representing a CAGR of 16.0%. Historically, major product categories for Chinese consumer goods exports have included apparel and electronics, where China has a strong competitive advantage in manufacturing due to its unique ability to provide high levels of skill, customization and attention to detail, all at affordable prices. We believe that there are increasing opportunities for China-based companies to participate in global online retailing. They enjoy access to a large, low-cost export-oriented manufacturing base, global payment and logistics solutions and globally scalable online marketing. In addition, declining trade barriers have contributed significantly to the expansion of world trade. According to iResearch, the global online retail market for direct-to-consumer China-made goods is expected to grow from $1.7 billion in 2012 to $9.0 billion in 2015, representing a CAGR of 75.8%. However, the market remains heavily fragmented with many smaller companies. We believe these companies are faced with significant challenges associated with achieving scale; they must customize shopping experiences, manage online marketing across multiple languages, understand consumer needs across diverse geographic markets and maintain scalable and integrated technology, fulfillment and LightInTheBox Holding Co., Ltd. (Exact name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) 5961 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People's Republic of China Telephone: +86-10-5692-0099 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents logistics infrastructures. As a result, we believe there is an attractive opportunity for large scale, well-capitalized companies to capture market share, achieve economies of scale, build brand equity and establish best practices. Our Strengths We believe we are a first mover in offering consumers around the world an attractive online shopping experience by fully capitalizing on direct sourcing from China-based suppliers. We believe the following strengths contribute to our success and differentiate us from our competitors: scalable business model designed for global reach; supply chain optimization for faster time-to-market and product variety; distinctive products optimized for online merchandising; sophisticated online marketing capabilities; advanced technology platform that enables business innovation; and global operations with cost advantages from our base operations in China. Our Strategies Our goal is to become a leading global online retail company that revolutionizes the way people shop and manufacturers produce their merchandise. We have built an organization with unique competitive advantages that can provide us with long-term sustainable growth. We plan to execute the following key strategies in order to increase customer base and loyalty, improve marketing and sourcing efficiency, reduce operational costs and establish brand preference: enhance our customer experience to grow our customer base; expand and strengthen our product offerings; strengthen our supply chain management and efficiency; optimize our logistics network and infrastructure; deepen our market penetration globally and build stronger brand awareness; and invest in our technology platform. Our Challenges Our ability to achieve our goal and execute our strategies is subject to risks and uncertainties, including the following: our limited operating history and historical losses may make our growth and future prospects uncertain and difficult to evaluate; the online retail industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations; our failure to quickly identify and adapt to changing industry conditions may have a material and adverse effect on our business, financial condition and results of operations; we have incurred net losses since our inception and prior to 2012 experienced negative cash flow from operating activities, and we may continue to incur net losses and experience negative cash Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th Floor New York, New York 10017 +1 (212) 750-6474 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents flow from operating activities and, as a result, we may need to obtain additional capital in the future; any failure to manage our growth or execute our strategies effectively may materially and adversely affect our business and prospects; products manufactured by our suppliers may be defective or inferior in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation; and we may have difficulties managing our marketing efforts and may face increased competition in our marketing efforts, which could materially and adversely affect our business and growth prospects. We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in

parsed_sections/prospectus_summary/2013/MPAA_motorcar_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary does not contain all of the information you should consider before investing in any securities offered pursuant to this prospectus. You should carefully read this entire prospectus and any applicable prospectus supplement, including each of the documents incorporated herein or therein by reference, before making an investment decision. For instructions on how to find copies of these documents, see Where You Can Find More Information. Our principal executive offices are located at 2929 California Street, Torrance, California 90503 and our telephone number is (310) 212-7910. About Motorcar Parts of America, Inc. We are a leading manufacturer, remanufacturer, and distributor of aftermarket automobile parts. After the Bankruptcy, as defined below, we have one reportable segment. Within this segment, we manufacture and remanufacture alternators and starters for import and domestic cars, light trucks, heavy duty, agricultural and industrial applications. On June 10, 2013, certain of Motorcar Parts of America, Inc. s subsidiaries, Fenwick Automotive Products Limited, or FAPL, Introcan, Inc., or Introcan, and Introcan s direct and indirect subsidiaries, Flo-Pro Inc., LH Distribution Inc., Rafko Logistics Inc., Rafko Holdings Inc. and Rafko Enterprises Inc., or collectively the Debtors, each filed a voluntary petition for relief under Chapter 7 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy. George L. Miller has been appointed as the Chapter 7 Trustee of the Bankruptcy and is in the process of liquidating the Debtors assets. The aftermarket for automobile parts is divided into two markets. The first market is the do-it-yourself, or DIY, market, which is generally serviced by the large retail chain outlets. Consumers who purchase parts from the DIY channel generally install parts into their vehicles themselves. In most cases, this is a less expensive alternative than having the repair performed by a professional installer. The second market is the professional installer market, commonly known as the do-it-for-me, or DIFM, market. This market is serviced by the traditional warehouse distributors, the dealer networks, and the commercial divisions of retail chains. Generally, the consumer in this channel is a professional parts installer. Our products are distributed to both the DIY and DIFM markets and are distributed predominantly throughout North America. We sell our products to the largest auto parts retail and traditional warehouse chains and to major automobile manufacturers for both their aftermarket programs and their warranty replacement programs. Demand and replacement rates for aftermarket remanufactured automobile parts generally increase with the age of vehicles and increases in miles driven. Historically, the largest share of our business was in the DIY market. While that is still the case, our DIFM business is now a significant part of our business. In difficult economic times, we believe consumers are more likely to purchase lower cost replacement parts in both the DIY and DIFM markets. We focus on supplying both these channels with the most cost efficient replacement parts for the consumer to purchase. The DIFM market is an attractive opportunity for growth. We are positioned to benefit from this market opportunity in two ways: (1) our auto parts retail customers are expanding their efforts to target the DIFM market and (2) we sell our products under private label and our own brand names directly to suppliers that focus on professional installers. In addition, we sell our products to original equipment manufacturers for distribution to the professional installer both for warranty replacement and their general aftermarket channels. We have been successful in growing sales in our rotating electrical segment to this market. While we continually seek to diversify our customer base, we currently derive, and have historically derived, a substantial portion of our sales from a small number of large customers. To mitigate the risk associated with this concentration of sales, we have or are renegotiating long-term agreements with many of our major customers. The increased demand for product as a result of entering into these longer-term agreements often requires that we increase our inventories, accounts payable and personnel. Customer demands that we purchase their remanufactured core inventory have also been a significant and an additional strain on our available working capital. The marketing and other allowances we typically grant our customers in connection with our new or expanded customer relationships adversely impact the near-term revenues, profitability and associated cash flows from these arrangements. However, we believe the investment we make in these new or expanded customer relationships will improve our overall liquidity and cash flow from operations over time. For our fiscal year ended March 31, 2013, we reported a net loss of $91,511,000. For our most recent fiscal quarter ended June 30, 2013, we reported a net income of $100,980,000. We are party to a financing agreement, or the Financing Agreement, dated as of January 18, 2012 and as amended to date, with a syndicate of lenders, Cerberus Business Finance, LLC, or Cerberus, as collateral agent, and PNC Bank, National Association, as administrative agent. The loans under the Financing Agreement consist of: (i) term loans aggregating $105,000,000, collectively, the Term Loans, and (ii) revolving loans of up to $20,000,000, subject to borrowing base restrictions and a $10,000,000 sublimit for letters of credit, collectively, the Revolving Loans and together with the Term Loans, the Loans, in each case maturing on January 17, 2017. Since the execution of the Financing Agreement, we have entered into the following material amendments and waivers: First Amendment to Financing Agreement, dated as of March 18, 2012, which extended (a) our deadline for transferring deposit accounts to PNC Bank, National Association, or PNC, and to deliver related cash management agreements and (b) extended the time that accounts payable due to Wanxiang America Corporation, or Wanxiang, would not count as indebtedness for purposes of the financial covenants. Second Amendment to Financing Agreement, dated as of May 24, 2012, pursuant to which we (a) borrowed an additional $10,000,000 in term loans, (b) modified the interest rates applicable to all term loans to either LIBOR plus 8.5% or base rate plus 7.5% (at the Company s option), (c) modified the quarterly amortization payments for all term loans to commence on October 1, 2012 at a rate of $250,000 per quarter with an increase to $600,000 per quarter on April 1, 2013 and $1.35 million on October 1, 2013 until maturity, (d) adjusted the Applicable EBITDA Multiple numbers and financial covenants, (e) added a requirement that we maintain cash and cash equivalents of up to $10,000,000 in the aggregate until our obligations with respect to Wanxiang have ceased and (f) issued a warrant to Cerberus for 100,000 shares of our common stock for an initial exercise price of $17.00 per share for a period of five years, subject to certain adjustments. Third Amendment and Waiver to Financing Agreement, dated as of August 22, 2012, pursuant to which (a) our existing subordinated indebtedness and general unsecured indebtedness baskets were replaced with baskets permitting our additional investment in FAPL, and its guaranty of $22,000,000 of FAPL s obligations to Wanxiang pursuant to the Revolving Credit/Strategic Cooperation Agreement, referred to herein as the Guaranty, (b) our general lien basket was removed, (c) additional reporting requirements regarding financial reports of auditors and material notices were added, (d) certain defaults arising as a result of our failure to comply with certain reporting requirements were waived and (e) certain other consequential amendments were made. Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Fourth Amendment to Financing Agreement, dated as of December 3, 2012, which permitted us to repurchase up to $300,000 of our common stock held by Melmarks Enterprises LLLP. Fifth Amendment to Financing Agreement, dated as of January 16, 2013, which permitted us to repurchase up to $454,675 of our shares held by Selwyn Joffe. Sixth Amendment and Waiver to Financing Agreement, dated as of June 14, 2013, pursuant to which (a) the agents and lenders agreed to waive any event of default that would otherwise arise under the Financing Agreement due to the qualification in the opinion by our certified public accountants with respect to the financial statements for the fiscal year ended March 31, 2013, (b) a reporting requirement with respect to our liquidity levels and certain inventory purchases were added, and (c) a financial covenant under which we must maintain the following levels of liquidity on the following dates unless otherwise consented to by the lenders was added: on June 28, 2013, an aggregate amount of at least $25,000,000; on July 31, 2013, an aggregate amount of at least $26,000,000; and on August 30, 2013, an aggregate amount of at least $27,000,000, in each case subject to certain adjustments. Seventh Amendment to Financing Agreement, dated as of August 26, 2013, pursuant to which (a) we borrowed an additional $20,000,000 in term loans, (b) the Senior Leverage Ratio and Fixed Charge Coverage Ratio covenants were reset, (c) certain carveouts related to transaction fees and restructuring costs to the definitions of Consolidated EBITDA and Excess Cash Flow and the calculation of liquidity were added and (d) the agents and lenders consented to our payment of certain subordinated debt with respect to the Guaranty. Eighth Amendment to Financing Agreement, dated as of October 9, 2013, which permitted us to repurchase up to $626,500 of our shares held by Selwyn Joffe. Ninth Amendment and Waiver to Financing Agreement (the Ninth Amendment ), dated as of November 6, 2013, pursuant to which (a) the agents and lenders waived a requirement for the Company to pay down loans with its receipt of certain state tax refunds, (b) the Revolving Credit Commitment (as defined therein) was increased by $10,000,000 to $30,000,000 (the Amended Revolving Loans ), (c) the Term Loan Commitment was decreased by $10,000,000 to $95,000,000 (the Amended Term Loans ), (iv) the final maturity date was extended to November 6, 2018, (d) the interest rates for the Amended Term Loans were lowered to bear interest at rates equal to, at the Company s option, either LIBOR (subject to a 1.50% LIBOR floor) plus 5.25% or a reference rate plus 4.25%, (e) the interest rates for the Amended Revolving Loans were lowered to bear interest at rates equal to, at the Company s option, either LIBOR plus 2.50% or a reference rate plus 1.00%, and are subject to borrowing base restrictions, and (f) certain other amendments and modifications were made to the Financing Agreement, in the form of an amended and restated financing agreement in the form attached to the Ninth Amendment. MOTORCAR PARTS OF AMERICA, INC. (Exact name of registrant as specified in its charter) Table of Contents

parsed_sections/prospectus_summary/2013/PBF_pbf_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/PHLT_performant_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including our consolidated financial statements and the related notes and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included elsewhere in this prospectus. Unless expressly indicated or the context otherwise requires, in this prospectus, Performant, we, us, our, and the Company refer to Performant Financial Corporation and, where appropriate, its subsidiaries. Overview We provide technology-enabled recovery and related analytics services in the United States. Our services help identify and recover delinquent or defaulted assets and improper payments for both government and private clients in a broad range of markets. Our clients typically operate in complex and regulated environments and outsource their recovery needs in order to reduce losses on billions of dollars of defaulted student loans, improper healthcare payments and delinquent state tax and federal treasury receivables. We generally provide our services on an outsourced basis, where we handle many or all aspects of our clients recovery processes. We believe we have a leading position in our markets based on our proprietary technology-enabled services platform, long-standing client relationships and the large volume of funds we have recovered for our clients. Our clients include 11 of the 31 public sector participants in the student loan industry and these relationships average more than 10 years in length, including a 22-year relationship with the Department of Education. In the healthcare market, we are currently one of four prime Medicare Recovery Audit Contractors, or RACs, in the United States for the Centers for Medicare and Medicaid Services, or CMS. We utilize our technology platform to efficiently provide recovery and analytics services in the markets we serve. We have continuously developed and refined our technology platform for almost two decades by using our extensive domain and data processing expertise. We believe our technology platform allows us to achieve higher workforce productivity versus more traditional labor-intensive outsourcing business models, as we generated in excess of $150,000 of revenues per employee during 2012, based on the average number of employees during the year. In addition, we believe that our platform is easily adaptable to new markets and processes. For example, we utilized the same basic platform previously used primarily for student loan recovery activities to enter the healthcare market. Our revenue model is generally success-based as we earn fees based on a percentage of the aggregate amount of funds that we enable our clients to recover. Our services do not require any significant upfront investments by our clients and we offer our clients the opportunity to recover significant funds otherwise lost. Furthermore, our business model does not require significant capital expenditures for us and we do not purchase loans or obligations. We believe we benefit from a significant degree of revenue visibility due to reasonably predictable recovery outcomes in a substantial portion of our business. For the year ended December 31, 2012, we generated approximately $210.1 million in revenues, $23.0 million in net income, $69.6 million in adjusted EBITDA and $30.6 million in adjusted net income. See Adjusted EBITDA and Adjusted Net Income below for a definition of adjusted EBITDA and adjusted net income and reconciliations of adjusted EBITDA and adjusted net income to net income determined in accordance with generally accepted accounting principles. Our Markets We operate in markets characterized by strong growth, a complex regulatory environment and a significant amount of delinquent, defaulted or improperly paid assets. Table of Contents The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued April 16, 2013 6,500,000 Shares COMMON STOCK The selling stockholders are offering 6,500,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on The NASDAQ Global Select Market under the symbol PFMT. On April 15, 2013, the last sale of our common stock as reported on The NASDAQ Global Select Market was $12.25 per share. Investing in our common stock involves risks. See Risk Factors beginning on page 12. PRICE $ A SHARE Price to Public Underwriting Discounts and Commissions Proceeds to Selling Stockholders Per Share $ $ $ Total $ $ $ See Underwriting for additional information regarding compensation. The selling stockholders identified in this prospectus have granted the underwriters an option for a period of 30 days to purchase, on the same terms and conditions as set forth above, up to an additional 975,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by these selling stockholders if the underwriters exercise their option to purchase additional shares of common stock. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on , 2013. GOLDMAN, SACHS & CO. MORGAN STANLEY WELLS FARGO SECURITIES CREDIT SUISSE WILLIAM BLAIR COMPASS POINT , 2013 Table of Contents Student Lending According to the Department of Education, total government-supported student loan originations were estimated to be approximately $115 billion in the year ended September 30, 2012, and the aggregate dollar amount of these loans has grown at a compound annual growth rate of 11% from 2002 through 2012. The cohort default rate, which is the measure utilized by the Department of Education to track the percentage of government-supported loan borrowers that enter repayment in a certain year ended September 30 and default by the end of the next year ended September 30, has risen from approximately 5% in 2006 to approximately 9% in 2010, the last year for which data is available. Healthcare According to CMS, U.S. healthcare spending reached $2.7 trillion in 2011 and is forecast to grow at a 6% annual rate through 2021. CMS indicates that government-related healthcare spending for 2011 totaled approximately $1.2 trillion. This government-related spending included approximately $554 billion of payments under Medicare, of which $43 billion, or 8%, was estimated to be improper. Medicare improper payments generally involve incorrect coding, procedures performed which were not medically necessary, incomplete documentation or claims submitted based on outdated fee schedules, among other issues. Other Markets We believe that the demand for recovery of delinquent state taxes will grow as state governments struggle with revenue generation and face significant budget deficits. According to the Center on Budget and Policy Priorities, an independent think tank, 43 U.S. states faced budget shortfalls totaling $107 billion in the year ended September 30, 2012, with at least 31 states anticipating deficits for fiscal year 2013. The federal agency market consists of government debt subrogated to the Department of the Treasury. For the year ended September 30, 2011, federal agency recoveries in this market totaled more than $6.2 billion, a significant portion of which were made by private firms on behalf of the Department of Financial Management Service, a bureau of the Department of the Treasury. Our Platform Our technology-enabled services platform is based on over two decades of experience in recovering large amounts of funds on behalf of our clients across several markets. The components of our platform include our data management expertise, analytics capabilities and technology-based workflow processes. Our platform integrates these components to allow us to achieve optimized outcomes for our clients in the form of increased efficiency and productivity and high recovery rates. We believe our platform and workflow processes are also intuitive and easy to use for our recovery and claims specialists and allow us to increase our employee retention and productivity. Our Competitive Strengths We believe that our business is difficult to replicate, as it incorporates a combination of several important and differentiated elements, including: Scalable and flexible technology-enabled services platform. We have built a proprietary technology platform that is highly flexible, intuitive and easy to use for our recovery and claims specialists. Our platform is easily configurable and deployable across multiple markets and processes. Advanced, technology-enabled workflow processes. Our technology-enabled workflow processes, developed over many years of operational experience in recovery services, disaggregate otherwise complex recovery processes into a series of simple, efficient and consistent steps that are easily configurable and applicable to different types of recovery-related applications. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

parsed_sections/prospectus_summary/2013/PLTYF_plastec_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1