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parsed_sections/prospectus_summary/2013/CIK0001117480_chimerix_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001131543_ambit_prospectus_summary.txt

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+This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially Risk Factors, Business and our audited consolidated financial statements and the related notes included at the end of this prospectus, before deciding to buy shares of our common stock. Unless the context requires otherwise, references in this prospectus to Ambit, we, us, our and the company refer to Ambit Biosciences Corporation and its subsidiaries, Ambit Biosciences (Canada) Corporation, or Ambit Canada, and Ambit Europe Limited, taken as a whole . AMBIT BIOSCIENCES CORPORATION Overview We are a biopharmaceutical company focused on the discovery, development and commercialization of drugs to treat unmet medical needs in oncology, autoimmune and inflammatory diseases by inhibiting kinases that are important drivers for those diseases. Our pipeline currently includes three programs, each aimed at the inhibition of validated kinase targets. Our lead drug candidate, quizartinib, which we formerly referred to as AC220, is a once-daily, orally-administered, potent and selective inhibitor of FMS-like tyrosine kinase 3, or FLT3. Quizartinib is currently in Phase 2b clinical development in patients with relapsed/refractory acute myeloid leukemia, or AML, who express a genetic mutation in FLT3. To support a new drug application, or NDA, pending input from regulatory authorities, we plan to initiate a randomized, comparative Phase 3 clinical trial in relapsed/refractory AML patients who express a genetic mutation in FLT3 in early 2014. Our second drug candidate in clinical development, AC410, is a potent, selective, orally-administered, small molecule inhibitor of Janus kinase 2, or JAK2, that has potential utility for the treatment of autoimmune and inflammatory diseases. Our third program consists of a potent and exquisitely selective small molecule compound, AC708, which inhibits the colony-stimulating factor-1 receptor, or CSF1R, a receptor tyrosine kinase. This compound is in preclinical studies and has potential utility in oncology, autoimmune and inflammatory diseases. All of our drug candidates and clinical candidates have been internally discovered by us. Kinases are a family of over 500 enzymes that play essential roles in signaling and regulation of important cellular processes such as activation, growth, proliferation, differentiation and survival. This key role in regulating the life cycle of cells also means that kinases can be involved in the underlying mechanisms for many human diseases, including oncology, autoimmune and inflammatory diseases. Kinases have, therefore, proven to be a rich source of targets for drug development with 19 approved drugs in oncology and inflammatory disease since 2001. However, the key technical limitation in the development of drugs that target kinases is the ability to design a drug that selectively inhibits the specific kinase underlying disease while minimizing activity against other kinases, or off-target activity, which can cause undesirable side effects and lead to suboptimal efficacy. Our core competency is the discovery, optimization and development of highly selective and potent, orally-available small molecule drug candidates that inhibit validated kinase targets in diseases with significant unmet medical need. We have built our pipeline using our proprietary chemical library of approximately 8,000 compounds designed to inhibit kinases and expect to continue to leverage this library to develop viable drug candidates in the future. Table of Contents Our Strategy The key components of our strategy are: Develop and seek regulatory approval for our lead drug candidate, quizartinib, in relapsed/refractory AML patients who express a genetic mutation in FLT3. Maximize the therapeutic potential of quizartinib in AML and other hematological disease indications. Maximize strategic value by establishing a commercial capability to market, sell and distribute quizartinib in North America. Pursue strategic partnerships to accelerate development and expand the commercial opportunity for quizartinib. Advance the development of our JAK2 and CSF1R programs through a combination of internal development and strategic partnerships. Leverage our core competency and proprietary chemical library to continue discovering and developing a broad pipeline of novel drug candidates that inhibit validated kinase targets to address diseases with unmet medical need. Our Pipeline of Targeted Therapies We have developed a pipeline of small molecule targeted therapies using our expertise in kinase drug discovery and development. The following table summarizes this pipeline: Quizartinib Our lead drug candidate, quizartinib, is a once-daily, orally-administered, potent and selective inhibitor of FLT3, a validated target in the treatment of AML, and is currently in Phase 2b clinical development. We believe there is a significant unmet need for more effective treatments of AML, particularly for the subset of patients expressing a genetic mutation in FLT3, known as the FLT3 internal tandem duplication, or FLT3-ITD, mutation. Over 35% of AML patients over age 55 are estimated to harbor this mutation. We refer to these patients as FLT3-ITD positive. The FLT3-ITD mutation acts like a power switch that causes leukemic cells, or blasts, to spread more aggressively and grow back more rapidly following chemotherapy, conferring an especially poor survival outcome. Quizartinib is designed to turn off this switch. Table of Contents Data from our single-arm, 333 patient Phase 2 clinical trial in relapsed/refractory AML patients was reported at the American Society of Hematology meeting in December 2012. When compared to reported results of clinical trials with other kinase inhibitors with FLT3 activity, quizartinib demonstrated superior single-agent activity in relapsed/refractory AML patients. Our Phase 2 clinical trial demonstrated the following three key clinical benefits: 1. Quizartinib, as a monotherapy, demonstrated a high response rate in relapsed/refractory FLT3-ITD positive patients; 2. A substantial number of patients treated with quizartinib were bridged to a potentially curative hematopoietic stem cell transplantation, or an HSCT (commonly referred to as a bone marrow transplant); and 3. Overall survival in FLT3-ITD positive patients treated with quizartinib compared favorably to historical survival data reported for both FLT3-ITD positive and negative AML patients. In addition, nearly one of every five patients treated with quizartinib (irrespective of FLT3-ITD status) remained alive for more than 12 months and such patients are referred to as long term survivors. As of September 2012, approximately half of the long term survivors remained alive and continued to be followed for overall survival. Since 2009, we have been developing quizartinib with a partner, Astellas Pharma Inc., and Astellas US LLC, collectively Astellas. Our agreement with Astellas will terminate effective in September 2013, following which we will own exclusive worldwide rights to quizartinib and any follow-on compounds and will be responsible for all development and commercialization activities and related costs. We and Astellas are currently in the process of developing a plan to transition the development activities currently being conducted by Astellas to us and do not anticipate that such transition will delay the clinical development activities described in this prospectus. We are developing a companion diagnostic test with Genoptix Medical Laboratory, a Novartis company, to identify FLT3-ITD positive patients, and we believe approval of this test will be necessary for the approval of quizartinib. We plan to develop quizartinib in other AML therapeutic settings, irrespective of FLT3-ITD status, including use in newly diagnosed AML patients in combination with chemotherapy, or frontline therapy, followed by continuous single-agent maintenance therapy, as well as maintenance following an HSCT. AC410 Our second most advanced drug candidate, AC410, is a potent, selective, orally-administered, small molecule inhibitor of JAK2, which has potential utility for the treatment of autoimmune and inflammatory diseases. Signaling through JAK controls the activation, proliferation and survival of various types of immune cells, and overactivation of such cells can exacerbate a variety of normal inflammatory processes, resulting in inflammation. Our initial JAK2 drug candidate, AC430, is a racemic mixture (50/50) of two enantiomers (mirror images), AC410 and AC409, and was studied in a Phase 1 clinical trial. We have selected AC410 over AC430 and AC409 for further clinical development due to its superior pharmacokinetics as observed in this clinical trial. To our knowledge, AC430 was the first selective JAK2 inhibitor to be advanced into clinical development for inflammatory disease and we believe AC410 may offer distinct benefits in this commercially attractive drug category. We plan to advance AC410 to proof-of-concept clinical trials in one or more autoimmune and inflammatory diseases, independently or in collaboration with a strategic partner. CSF1R Program We are developing a potent and exquisitely selective small molecule compound, AC708, that inhibits CSF1R and has potential utility in oncology, autoimmune and inflammatory diseases. Signaling through CSF1R controls the activation, proliferation and survival of macrophages, which are key mediators of immune system function, and over-activation of macrophages may result in exacerbation of certain Table of Contents diseases. We have initiated investigational new drug, or IND, -enabling studies with AC708. We plan to further develop this program independently or in collaboration with a strategic partner.

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+PROSPECTUS SUMMARY The items in the following summary are described in more detail later in this prospectus. This summary does not contain all of the information you should consider. Before investing in our common stock, you should read the entire prospectus carefully, including the Risk Factors beginning on page 12 and the financial statements and related notes beginning on page F-1. Unless the context indicates otherwise, as used in this prospectus, the terms LipoScience, our company, we, us and our refer to LipoScience, Inc. Overview We are an in vitro diagnostic company pioneering a new field of personalized diagnostics based on nuclear magnetic resonance, or NMR, technology. Our first diagnostic test, the NMR LipoProfile test, directly measures the number of low density lipoprotein, or LDL, particles in a blood sample and provides physicians and their patients with actionable information to personalize management of risk for heart disease. To date, over 8 million NMR LipoProfile tests have been ordered. Our automated clinical analyzer, the Vantera system, has recently been cleared by the FDA. The Vantera system requires no previous knowledge of NMR technology to operate and has been designed to significantly simplify complex technology through ease of use and walk-away automation. We plan to selectively place the Vantera system on-site with national and regional clinical laboratories as well as leading medical centers and hospital outreach laboratories. We are driving toward becoming a clinical standard of care by decentralizing our technology and expanding our menu of personalized diagnostic tests to address a broad range of cardiovascular, metabolic and other diseases. Approximately 50% of people who suffer a heart attack have normal cholesterol levels. We believe that direct quantification of the number of LDL and other lipoprotein particles using our NMR-based technology platform addresses the deficiencies of traditional cholesterol testing and allows clinicians to more effectively manage their patients risk of developing cardiovascular disease. We believe that the inherent analytical and clinical advantages of NMR-based technology, which can simultaneously analyze lipoproteins as well as hundreds of small molecule metabolites from blood serum, plasma and several other bodily fluids without time-consuming sample preparation, will also allow us to expand our diagnostic test menu. The scientific community is actively investigating our NMR-based technology for use in the prediction of diabetes, insulin resistance and other metabolic disorders, and we believe that our technology provides an attractive platform for potential expansion of the diagnostic tests we plan to offer into these areas. Our strategy is to continue to advance patient care by converting clinicians, and the clinical diagnostic laboratories they use, from traditional cholesterol testing to our NMR LipoProfile test for the management of patients at risk for cardiovascular disease, with the goal of ultimately becoming a clinical standard of care. An increasing number of large clinical outcome studies, including the Multi-Ethnic Study of Atherosclerosis, or MESA, and the Framingham Offspring Study, indicate that a patient s number of LDL particles is more strongly associated with the risk of developing cardiovascular disease than is his or her level of LDL cholesterol when one of the measures suggests a higher risk and the other suggests a lower risk. LDL cholesterol, or LDL-C, is a measure of the amount of cholesterol contained in LDL particles and is used to estimate the patient s LDL level. In the MESA and Framingham studies, participants blood samples were evaluated to measure LDL particles using our NMR LipoProfile test, while their LDL-C levels were measured using a traditional cholesterol test. Because the NMR LipoProfile test provides direct quantification of the number of LDL particles, as well as additional measurements related to a patient s risk for developing cardiovascular disease, we believe that it has the potential to become a new paradigm by which clinicians evaluate key cardiovascular risk factors to provide better treatment recommendations and improve outcomes, even for patients considered to have normal levels of cholesterol. A 2008 joint consensus statement by the American Diabetes Association, or ADA, and the American College of Cardiology, or ACC, recognized that direct LDL particle measurement by NMR may be a more accurate way to capture the risk posed by LDL than is traditional LDL-C measurement. Additionally, in October 2011, the National Lipid Association, or NLA, convened an expert panel to evaluate the use of a number of 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 state where the offer or sale is not permitted. Subject to completion, dated January 24, 2013 PROSPECTUS 5,000,000 Shares Common stock This is the initial public offering of the common stock of LipoScience, Inc. We are offering 5,000,000 shares of our common stock. No public market currently exists for our common stock. Our common stock has been approved for listing on The NASDAQ Global Market under the symbol LPDX. We anticipate that the initial public offering price will be between $9.00 and $10.00 per share. We are an emerging growth company as defined under the federal securities laws and, as such, we may elect to comply with certain reduced public company reporting requirements. Investing in our common stock involves risks. See Risk Factors beginning on page 12 of this prospectus. Per share Total Price to the public $ $ Underwriting discounts and commissions $ $ Proceeds to us (before expenses) $ $ We have granted the underwriters the option to purchase 750,000 additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than 5,000,000 shares of common stock in this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about , 2013. Barclays UBS Investment Bank Piper Jaffray Prospectus dated , 2013 Table of Contents biomarkers other than LDL-C, including LDL particle number, for initial clinical risk assessment of cardiovascular disease and ongoing management of cardiovascular disease risk in patients. The recommendations of this panel included: for initial clinical risk assessment, the use of LDL particle number, as well as a number of the other non-LDL-C biomarkers, is reasonable for many patients considered to be at intermediate risk of coronary heart disease, patients with a family history of coronary heart disease and patients with recurrent cardiac events, and it should be considered for selected patients known to have coronary heart disease; and for ongoing management of risk, the use of LDL particle number, as well as some of the other biomarkers, is reasonable for many patients at intermediate risk, patients with known coronary heart disease and patients with recurrent cardiac events, and it should be considered for selected patients with a family history of coronary heart disease. During 2011, the NMR LipoProfile test was ordered more than 1.5 million times. The number of NMR LipoProfile tests ordered increased at a compound annual growth rate of approximately 30% from 2006 to 2011. We generated revenues of $45.8 million for the year ended December 31, 2011 and $41.2 million for the nine months ended September 30, 2012. Our NMR LipoProfile test has its own dedicated current procedural terminology, or CPT, code, and is reimbursed by a number of governmental and private payors, which we believe collectively represent approximately 150 million covered lives. These payors include Medicare, TRICARE, WellPoint, United Healthcare and several Blue Cross Blue Shield affiliates. We estimate that more than 75 million traditional cholesterol tests, or lipid panels, are performed by independent clinical laboratories and hospital outreach laboratories for patient management purposes each year in the United States. Accordingly, we estimate that the 1.5 million NMR LipoProfile tests we performed in the year ended December 31, 2011 represented 2% of our potential market. In a number of states where we have targeted our sales and marketing efforts, we estimate that we have achieved market penetration rates of up to 11%. For example, in North Carolina, Alabama and West Virginia, we estimate that the number of NMR LipoProfile tests performed represented approximately 11%, 7% and 7%, respectively, of the total cholesterol tests performed in those states for patient management purposes, and 6% in Georgia. We plan to significantly increase our geographic presence across the United States to expand market awareness and penetration of the NMR LipoProfile test, with the goal of ultimately becoming a clinical standard of care. Our clinical laboratory, which is certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, allows us to fulfill current demand for our test and we believe serves as a strategic asset that will facilitate our ability to launch new personalized diagnostic tests we plan to develop. To accelerate clinician and clinical diagnostic laboratory adoption of the NMR LipoProfile test and future clinical diagnostic tests, we plan to decentralize access to our technology platform through the launch of our new Vantera system, our highly automated next-generation version of our NMR-based clinical analyzer technology platform that is designed to be placed directly in clinical diagnostic laboratories. In August 2012, we received FDA clearance to market our Vantera system. The Vantera system became commercially available in December 2012, and we expect to begin placing the Vantera system in third-party clinical diagnostic laboratory facilities in the first quarter of 2013, which we believe will facilitate their ability to offer our NMR LipoProfile test and other diagnostic tests that we may develop. Our Market Coronary Heart Disease and Atherosclerosis Coronary heart disease, or CHD, is the second most prevalent form of cardiovascular disease in the United States after hypertension. According to the American Heart Association, CHD accounted for over one-half of all cardiovascular disease deaths in 2006, and the direct medical costs of CHD in the United States are expected to increase from $36 billion in 2010 to $106 billion in 2030. CHD usually results from atherosclerosis, a hardening Table of Contents Table of Contents and narrowing of the arteries caused by a buildup of fatty plaque composed of cholesterol and other lipids, such as triglycerides, in the arterial wall. Atherosclerosis is a leading cause of heart attacks and strokes. Since the 1960s, the scientific community has recognized that LDL particles are a key causal factor for atherosclerosis. However, for many years the only practical way to estimate the amount of LDL and high density lipoproteins, or HDL, was to measure the level of cholesterol contained in these LDL and HDL particles. Limitations of Traditional Cholesterol Testing While LDL and HDL testing is a generally well-accepted means to determine a patient s need for LDL-lowering or HDL-raising therapy and monitoring treatment response, there is increasing awareness that traditional cholesterol measures of these key lipoprotein risk factors are deficient because they can overestimate or underestimate the actual levels of these lipoproteins in many patients and the CHD risk they confer. This is because many patients have disparities between their level of cholesterol and the number of lipoprotein particles in their blood, a state known as discordance. Research data have shown that the number of LDL particles, or LDL-P, is more strongly correlated with CHD risk than is the level of LDL-C in discordant patients, and that the number of HDL particles, or HDL-P, and LDL-P are more predictive of future CHD events than HDL-C and LDL-C levels. As a result, we believe that reliance on the traditional cholesterol measures of LDL and HDL contributes to the under-treatment or over-treatment of millions of patients. The following graphic illustrates that two patients with the same level of LDL-C can have different numbers of LDL-P, leading to different CHD risk profiles. Our Solution Our NMR LipoProfile test has been cleared by the FDA for use in our clinical laboratory and directly measures LDL-P for use in managing cardiovascular disease risk. We believe that our test provides clinicians with more clinically relevant information about LDL and other classes and subclasses of lipoproteins than does the traditional cholesterol test for managing their patients CHD risk. The current NMR LipoProfile test report consists of two pages. The first page includes test results for the following measurements, which have received FDA clearance: LDL-P, along with reference ranges to guide patient management decisions; HDL-C; and triglycerides. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+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 consolidated financial statements, before making an investment decision. All references to "we," "us," "our," and the "Company" mean Li3 Energy, Inc. Overview Li3 Energy, Inc. is a South America based and U.S. listed exploration company in the lithium and mining sector. We aim to acquire, develop and commercialize a significant portfolio of lithium brine deposits in the Americas. We are currently focused on further exploring, developing and commercializing our 60% controlling interest in our flagship Maricunga Project, located in the northeast section of the Salar de Maricunga in Region III of Atacama, in northern Chile. The recently completed technical report produced in accordance with National Instrument 43-101 of the Canadian Securities Administrator proves Maricunga s attractive lithium and potassium grades and recommends the project to advance to the Feasibility Study stage. We are seeking to be a low cost producer of lithium, potassium nitrate and other mineral products. In Chile, our assets consist of 1,438 hectares located within the Salar de Maricunga as well as 4,900 hectares of other prospective land holdings that are strategically located within close proximity to the Salar de Maricunga that could serve as potential processing sites for the project. Together, our total Chilean land holdings consist of 6,338 hectares, and to the best of our knowledge, we are one of the only companies with an advanced stage lithium and potassium project within Salar de Maricunga. We plan to continue exploring other synergistic opportunities to further augment and strengthen this property and its land portfolio throughout the region. Through our strategic partners, we have been evaluating the use of advanced process technologies that may further improve upon the economics and shorten the commercial production timeline of our Maricunga Project. We plan to further evaluate these technologies in pilot/demonstration and test facilities that will measure both effectiveness and economic feasibility when measured against the conventional lithium commercialization process. Upon Li3 obtaining the necessary permits to exploit lithium, our goals are to: a) advance the Maricunga project to the Feasibility Study stage; b) support the global implementation of clean and green energy initiatives; c) meet growing lithium market demand; and d) become a mid-tier, low cost secondary supplier of lithium, potassium nitrate, and other strategic minerals, serving global clients in the energy, fertilizer and specialty chemical industries. A summary of our key recent activities is found below: May 2011 - Completed acquisition of 60% Controlling Interest in Maricunga Project. June 2011 - Maricunga identified as "Top 11 Lithium Projects in the World" - signumBOX. August 2011 - Strategic Partnership with POSCO Canada Ltd., a wholly owned subsidiary of POSCO (NYSE: PKX), which established an $18 million Exploration and Development program for Maricunga, among other things. September 2011 - Completed $8 million funding tranche with POSCAN and launched $8 million Phase One Plan. January 2012 - Executed agreement with R3 Fusion Inc. for Pilot / Demonstration Facility. March 2012 - MOU with POSCO to construct Test Facility (advanced process technology). April 2012 - As required by POSCAN, we issued a technical report, which was prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators validating our earlier exploration campaign at Maricunga recommending the project to advance to the Feasibility Study stage. August 2012 - Completed a $10 million funding tranche from POSCAN. Sept 2012 - Organized a consortium to bid on auction for lithium exploitation permit. 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. PRELIMINARY PROSPECTUS DATED JANUARY 16, 2013 SUBJECT TO COMPLETION 127,850,000 Shares of Common Stock Li3 Energy, Inc. This prospectus covers the sale by the selling stockholders of up to (i) 127,750,000 shares of common stock, par value $0.001 per share, (ii) 50,000 shares issuable upon the exercise of 100,000 five-year A warrants to purchase one-half share of our common stock ("A Warrant"), at an exercise price of $0.51 per whole share; and (iii) 50,000 shares issuable upon the exercise of 100,000 five-year B warrants to purchase one-half share of our common stock ("B Warrant"), at an exercise price of $0.75 per whole share. The shares being sold by the selling stockholders were issued to them in a private placement transaction which was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"). Our common stock and warrants are more fully described in "Description of Securities." These shares will be offered for sale by the selling shareholders in accordance with the "Plan of Distribution." We will not receive any proceeds from the sales of shares of our common stock or warrants by the selling stockholders. However, to the extent the warrants are exercised for cash, if at all, we will receive up to $31,500. We will pay the expenses incurred in connection with the offering described in this prospectus, with the exception of brokerage expenses, fees, discounts and commissions, which will be paid by selling stockholders. Our common stock is presently traded on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol "LIEG." On January 14, 2013, the last sale price of our shares as reported by the OTCBB was $0.05 per share. The prices at which the selling stockholders may sell the shares of common stock that are part of this offering may be market prices prevailing at the time of sale, at negotiated prices, at fixed prices, or at varying prices determined at the time of sale. See "Plan of Distribution." Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 7 to read about factors you should consider before investing in shares of our common stock. 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 , 2012 Participated in government auction for lithium exploitation permit in September 2012, and initially have been unsuccessful. December 2012 – Evaluating the production of potassium and other bi-products from the Maricunga properties. We believe that if we are successful in advancing the Maricunga Project through the Feasibility Study stage, obtain the necessary Chilean government approvals/licenses, close and acquire additional land acreage to support further development of the Maricunga project, achieve a Definitive Feasibility Study, and raise the necessary capital, we could begin commercial production and begin generating revenues by the end of calendar year 2015. However, there can be no assurance that we will achieve our stated objectives. We are led by a management team of seasoned industry veterans with extensive exploration, mining, minerals, finance and commercialization expertise and a Board of Directors, which includes global industry leaders who have advised, led and operated numerous mining entities and an experienced technical team, many of whom have worked on other junior lithium projects. We are an exploration stage company and as such, we have never generated revenues from operations and currently do not expect to generate any such revenues in the near term. Strategic Plan Part of our strategic plan is to explore and develop our existing projects as well as to identify other synergistic opportunities with new projects with production potential that could also be advanced in an accelerated manner, with the goal of becoming a company with valuable lithium, potassium, nitrates and other industrial minerals properties. Our primary objective is to become a low cost lithium producer as well as a significant producer of potassium nitrate. The key to achieving this objective is to become an integrated chemical company through the strategic acquisition and development of lithium assets as well as other assets that have by-product synergies. The third leg of our strategic plan is to develop improved technologies for the extraction of lithium from brines. We have acquired a 60% interest in the Maricunga project, an advanced lithium and potassium chloride project in Chile, and we continue to explore other lithium and industrial minerals prospects in the region. Our current strategy principally involves the exploration of the Maricunga property and the acquisition of a source of iodine and nitrate. On the Maricunga project, we have received $8 million of funding from POSCAN, which was spent to complete our Phase One Exploration and Development Plan. Such plan has been completed, and we have successfully produced a technical report in accordance with National Instrument 43-101 of the Canadian Securities Administrators for Maricunga. Upon receiving the NI 43-101 compliant resource report, we satisfied the conditions to receive an additional $10 million of funding from POSCAN. In August 2012, we received the $10 million second tranche funding as committed by POSCAN. Subject to our assessment of the probability of obtaining a lithium exploitation permit from the government of Chile, we now expect to spend the necessary funds in order to complete a lithium production feasibility study on Maricunga (a "feasibility study" means a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision whether to advance the development of the deposit for mineral production). In the event that the Company is successful in obtaining the lithium exploitation permit in some capacity (either through the Chilean Government or through the acquisition of "Grandfathered" properties not subject to the lithium exploitation permit), Li3 believes the Company would be required to raise approximately $230 million to $260 million to bring the project into production. We were not successful obtaining a lithium exploitation license in a recent government auction process. In the event that we ultimately do not obtain the necessary permits for lithium exploitation for our current Maricunga properties, we will likely pursue a strategy for the production of potassium from those properties. Our Technical Report in accordance with National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") shows that potassium resources are available in the Maricunga properties. As part of our strategic plan, we always had plans to produce a potassium by-product alongside the lithium. Potassium exploitation does not require special permits and is exploitable via regular mining concessions, according to the Chilean Mining Code. During this process, we will still recover the lithium, but we will not be able to sell it without a permit. It is believed that this legislation could change in the future and thus we will be able to eventually sell our lithium production. Our alternative would be producing potash that in combination with sodium nitrates will mix to produce potassium nitrate (KNO3). Potassium nitrate is a valuable product used in fertilizers. Potassium nitrate is used extensively as a fertilizer. Its advantage over commodity based fertilizers such as potash is that it provides two essential elements (nitrogen and potassium) in a single product. Because it has no sodium chloride content, it does not rot or damage delicate plants such as tobacco or the roots of fruit trees. As it is totally water soluble, naturally-derived potassium nitrate is especially suitable for use in organic farming and in hydroponic (soil free) agriculture. There is an increase in demand for this product, particularly in China, India, and Brazil. Chile is today the largest producer of potassium nitrate. In the event we were to develop potassium nitrate production on the Maricunga properties, we would complete a feasibility study of the economics of the project and would be required to raise approximately $130 million to $150 million to bring the project into production. To produce potassium nitrate, we will also be required to obtain a source of sodium nitrate which could come from either 1) developing a sodium nitrate and iodine project; or 2) buying the sodium nitrate from different producers in the north of Chile. The Atacama Desert in the north of Chile is rich in sodium nitrate. The Company previously had an option on the Alfredo iodine and nitrates project. At the time we decided not to pursue that option because we were focused on pursuing the Maricunga properties as a lithium project. This property as well as a number of other projects in the north of Chile with the similar characteristics that we have evaluated in the past may continue to be available. Also, there are a number of producers of iodine in the north of Chile that have nitrates stockpiled which, as nitrates by themselves, are not economically profitable. There would be opportunities for us to acquire these to complement our potassium production. In parallel to these efforts, we continue to consider various alternatives to continue to pursue our lithium strategy. These include the acquisition of nearby properties within the same Maricunga Salar that do not require special lithium permits for exploitation. Lithium Exploitation Permitting in Chile The mining industry is heavily regulated and changes in international laws and regulations can be significant. Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. In Chile, lithium is not exploitable via regular mining concessions. The Chilean Mining Code ("CMC") establishes the reserve of lithium to the State of Chile and expressly provides that the exploration or exploitation of "non-concessible" substances (including lithium) can be performed only directly by the State of Chile, or its companies, or by means of administrative concessions or special operation contracts, fulfilling the requirements and conditions set forth by the President of the Republic of Chile for each case. Currently neither the Company nor its subsidiaries have sufficient authority (or permits) to exploit lithium in Chile. However, the government of Chile has introduced a process to increase the exploitation of lithium in Chile. In February 2012, the Chilean Government outlined plans to improve its worldwide competiveness. The Boost Competitive Agenda (a package of reforms intended to remove regulatory red tape, to encourage entrepreneurship, innovation, competition and boost productivity of the economy), is coordinated by the Office of Competiveness of the Ministry of Economy and was initiated in August, 2011. In February 2012, the Office of Competitiveness introduced ten new measures to extend the government s commitment to ensure that development continues to reach Chile, including "Re-launching the Chilean Lithium Industry", which Chile s Minister of Economy stated seeks to lift restrictions and implement mechanisms to improve competitiveness within the industry, promote further investment and protect the country s market share and standing in the world lithium market. The Chilean Government s Ministry of Mining established its first ever auction for the award of lithium, production quotas and licenses (Special Lithium Operations Contracts, or "CEOL") which would permit the exploitation of an aggregate of 100,000 tons of lithium metal (approximately 530,000 tons of lithium carbonate equivalent) over a 20-year period, subject to a 7% royalty. In September 2012, we formed a consortium consisting of us, POSCO, Daewoo International Corp, and Mitsui & Co. (the "Consortium") for the purpose of participating in such CEOL auction. As required under the rules established by the Ministry of Mining, on September 14 2012, the Consortium submitted its bid for the CEOLs. On September 24, 2012, the Ministry of Mining opened the bids and informed us that the Consortium s bid was not the winning bid. On October 1, 2012, the Ministry of Mining informed us that the Chilean Government decided to invalidate the CEOL process and the results announced on September 24, 2012, due to an administrative error. On October 5, 2012, we submitted a "Request for Reconsideration" to the Chilean Government, requesting it to reconsider the invalidation and award the CEOL to the second highest bidder – the Consortium. On October 17, 2012, the Chilean Government ratified its decision to invalidate the CEOL process and not to accept any of the bids. On October 22, 2012, the Company submitted another "Request for Reconsideration" to the Chilean Government. The Chilean Government had 30 days to answer the Company s request. On November 19, 2012, the Chilean Government rejected our Request for Reconsideration appeal. On November 22, 2012, the Chilean Government ratified its decision to invalidate the CEOL process as well as rescinding the CEOL Basis, which defined the regulations that regulated the CEOL process. We are currently in the process of preparing our presentation to the Chilean Comptroller. This is deemed to be the last administrative recourse before pursuing legal remedies. Pending the outcome of the permitting process, we are exploring other strategies that could enable us to obtain rights to exploit lithium in Chile, whether from our flagship Maricunga project or otherwise. Additionally, we are evaluating the Maricunga project as a potential producer of potassium nitrate. However, there can be no assurance that we will be able to do so in the near future or at all. The Company will evaluate any future impairment based on consideration of economic and operational feasibility and a continuing assessment of its rights to exploit minerals under Chilean laws and regulations. About This Offering This prospectus relates to the public offering of up to 127,750,000 outstanding shares of our common stock plus 100,000 shares of our common stock issuable upon the exercise of our outstanding warrants (described under Selling Stockholders below) by the selling stockholders listed in this prospectus. This prospectus shall also cover any additional shares of our common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that results in an increase in the number of the outstanding shares of our common stock. On May 20, 2011, we and the Maricunga Sellers signed the Framework Contract of Mining Project Development and Buying and Selling of Shares of Sociedades Legales Mineras Litio 1 a 6 de la Sierra Hoyada de Maricunga, (the "Acquisition Agreement") which in the aggregate, held the undeveloped mineral rights to the Marticunga property, whereby we, through our Chilean subsidiary, Minera Li Energy SPA ("Minera Li"), acquired from the Maricunga Sellers a 60% interest in each of the Maricunga Companies. The purchase price was $6,370,000 in cash, including amounts paid to agents, and 127,500,000 restricted shares of our common stock (the "Maricunga Purchase Price Shares"), (which had a fair value of $31,875,000), 50% of which was restricted from sale for nine months and the remainder of which is restricted from sale for 18 months as provided in the Acquisition Agreement (the "Lock-Up"). Additionally, we agreed to register the Maricunga Purchase Price Shares under the Securities Act. In November and December 2009, we conducted a private placement offering of units of our securities at a price of $0.25 per unit (the "2009 Offering"). Each unit consisted of (i) one share of our common stock, (ii) a warrant representing the right to purchase one-half of one (0.5) share of common stock, exercisable for a period of five years at an exercise price of $0.50 per whole share (the "A Warrant"), and (iii) a warrant representing the right to purchase one-half of one (0.5) share of common stock, exercisable for a period of five years at an exercise price of $1.00 per whole share (the "B Warrant"). In the aggregate, the Company sold 14,000,000 Units for gross proceeds of $3,500,000 in the 2009 Offering. Both the shares of common stock and the A Warrants and B Warrants contained in the units carry "piggyback" registration rights. The shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. We will receive none of the proceeds from the sale of the shares by the selling stockholders. However, we may receive the proceeds from the exercise of the warrants held by the selling stockholders, to the extent the warrants are not exercised on a cashless basis. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them. Shares of common stock offered by selling stockholders 127,750,000 shares of common stock, par value $0.001 per share, (ii) 50,000 shares issuable upon the exercise of 100,000 five-year A Warrants to purchase one-half share of our common stock, at an exercise price of $0.51 per whole share; and (iii) 50,000 shares issuable upon the exercise of 100,000 five-year B Warrants to purchase one-half share of our common stock, at an exercise price of $0.75 per whole share. Shares of common stock outstanding before the offering 393,574,919 Shares of common stock outstanding after the offering (assuming full exercise of all of the outstanding Warrants in this offering) 393,674,919 Use of Proceeds We will not receive any of the proceeds from the sales of our common stock by the selling stockholders. However, we may receive the proceeds from the exercise of the warrants held by the selling stockholders, to the extent the warrants are not exercised on a cashless basis.

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+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. 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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section entitled Risk Factors and the consolidated and combined financial statements and notes related to those statements included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise indicates, the references to DFRG, Del Frisco s Restaurant Group, our company, the Company, us, we and our refer to Del Frisco s Restaurant Group, Inc. and its consolidated subsidiaries. Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflects the consolidated business and operations of Del Frisco s Restaurant Group, Inc. and its wholly-owned subsidiaries. Our Company We develop, own and operate three contemporary, high-end, complementary restaurants: Del Frisco s Double Eagle Steak House, or Del Frisco s, Sullivan s Steakhouse, or Sullivan s, and Del Frisco s Grille, or the Grille. We are a leader in the full-service steakhouse industry based on average unit volume, or AUV, EBITDA margin and comparable restaurant sales growth. We currently operate 36 restaurants in 19 states. Each of our three restaurant concepts offers steaks as well as other menu selections, such as chops and fresh seafood. Our Grille concept is designed to appeal to both business as well as upscale casual diners and features relatively less expensive entr es, such as flatbread pizzas, sandwiches and salads. These menu selections are complemented by an extensive, award-winning wine list. Del Frisco s, Sullivan s and the Grille are positioned within the fine dining segment and are designed to appeal to both business and local dining customers. Our Del Frisco s restaurants are sited in urban locations to target customers seeking a destination dining experience while our Sullivan s and Grille restaurants are intended to appeal to a broader demographic, allowing them to be located either in urban areas or in close proximity to affluent residential neighborhoods. We believe our success reflects consistent execution across all aspects of the dining experience, from the formulation of proprietary recipes to the procurement and presentation of high quality menu items and delivery of a positive customer experience. We generated revenues of $232.4 million for the fiscal year ended December 25, 2012, representing 17.0% total revenue growth and 4.2% comparable restaurant sales growth over 2011. We recorded net income of $13.8 million and adjusted EBITDA of $43.0 million for 2012, representing 53.3% net income growth and 18.1% adjusted EBITDA growth over 2011. Our 2012 operating income and adjusted EBITDA margins were 10.7% and 18.5%, respectively. We generated revenues of $120.2 million for the 24 weeks ended June 11, 2013, representing 15.9% total revenue growth and 1.0% comparable restaurant sales growth over the 24 weeks ended June 12, 2012. We recorded net income of $8.0 million and adjusted EBITDA of $20.0 million for the 24 weeks ended June 11, 2013, representing a 7.1% and 2.7% decrease in net income and adjusted EBITDA, respectively, as compared to the 24 weeks ended June 12, 2012. Our operating income and adjusted EBITDA margins for the 24 weeks ended June 11, 2013 were 9.9% and 16.6%, respectively. For a reconciliation of adjusted EBITDA and adjusted EBITDA margin and a discussion of why we consider them useful, see Summary Historical Consolidated Financial and Operating Data. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary 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 23, 2013 Del Frisco s Restaurant Group, Inc. 5,000,000 Shares Common Stock The selling stockholder identified in this prospectus is offering 5,000,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholder. Our common stock is listed on the Nasdaq Global Select Market under the symbol DFRG. We are an emerging growth company under applicable Securities and Exchange Commission rules and are therefore subject to reduced public company reporting requirements. On July 22, 2013, the last reported sales price of a share of our common stock on the Nasdaq Global Select Market was $22.90. Investing in our common stock involves risk. See Risk Factors beginning on page 13. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to the selling stockholder $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. The selling stockholder identified in this prospectus has granted the underwriters an option to purchase up to 750,000 additional shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholder. The underwriters expect to deliver the shares of common stock to purchasers on , 2013. Deutsche Bank Securities Piper Jaffray Wells Fargo Securities Cowen and Company Raymond James The date of this prospectus is , 2013. Table of Contents Del Frisco s Double Eagle Steak House We believe Del Frisco s is one of the premier steakhouse concepts in the United States. The Del Frisco s brand is defined by its menu, which includes USDA Prime grade, wet-aged steaks hand-cut at the time of order and a range of other high-quality offerings, including prime lamb, fresh seafood, and signature side dishes and desserts. It is also distinguished by its swarming service, whereby customers are served simultaneously by multiple servers. Each restaurant has a sommelier to guide diners through an extensive, award-winning wine list and our bartenders specialize in hand-shaken martinis and crafted cocktails. Del Frisco s restaurants target customers seeking a full-service, fine dining steakhouse experience. We believe the d cor and ambiance, with both contemporary and classic designs, enhance our customers experience and differentiate Del Frisco s from other upscale steakhouse concepts. We currently operate ten Del Frisco s steakhouses in eight states. These restaurants range in size from 11,000 to 24,000 square feet with seating capacity for at least 300 people. Annual AUVs per Del Frisco s restaurant were $13.8 million for the fiscal year ended December 25, 2012. During the same period, the average check at Del Frisco s was $104. Sullivan s Steakhouse Sullivan s was created in the mid-1990 s as a complementary concept to Del Frisco s. The Sullivan s brand is defined by a fine dining experience at a more accessible price point, along with a vibrant atmosphere created by an open kitchen, live music and a bar area designed to be a center for social gathering and entertainment. Each Sullivan s features fine hand-selected aged steaks, fresh seafood and a broad list of custom cocktails, along with an extensive selection of award-winning wines. We currently operate 19 Sullivan s steakhouses in 15 states. These restaurants range in size from 7,000 to 11,000 feet with seating capacity for at least 250 people. Annual AUVs per current Sullivan s restaurant were $4.4 million for the fiscal year ended December 25, 2012. During the same period, the average check at Sullivan s was $59. Del Frisco s Grille We developed the Grille, our newest concept, to take advantage of the positioning of the Del Frisco s brand and to provide greater potential for expansion due to its smaller size, lower build out cost and more diverse menu. The Grille is an upscale casual concept with a menu designed to appeal more broadly to both business and casual diners that features a variety of Del Frisco s prime aged steaks, top selling signature menu items and a broad selection of the same quality wines. The Grille also offers an assortment of relatively less expensive entr es, such as flatbread pizzas, sandwiches and salads, all prepared with the same signature flavors, high quality ingredients and presentation associated with the Del Frisco s brand. We believe the ambiance of the concept appeals to a wide range of customers seeking a less formal atmosphere for their dining occasions. We currently operate seven Grilles in five states and the District of Columbia. Additional Grille openings are planned over the next year and we anticipate they will, like existing Grille locations, range in size from 6,500 to 8,500 square feet with seating capacity for at least 200 people. We are targeting annual AUVs per Grille restaurant of between $4.5 million and $6.0 million with an average check of between $45 and $55. Our Business Strengths We believe the following are key strengths of our business and serve to differentiate us from our competitors: Multiple Top Performing Concepts with an Expanding National Platform. We are one of the nation s leading fine dining restaurant operators. We currently have 36 restaurants in Table of Contents Table of Contents 29 cities in 19 states in a wide variety of geographic and demographic markets. Our current locations that were operating throughout the fiscal year ended December 25, 2012 had AUVs of $7.5 million per location across all concepts, $13.8 million at our Del Frisco s locations ($10.9 million excluding our New York location) and $4.4 million at our Sullivan s locations. Further, we believe we appeal to landlords with desirable locations by offering three complementary concepts adaptable to a variety of areas and venues. In 2011, we expanded our national platform by opening a Del Frisco s in Boston, Massachusetts and our first two Grille restaurants in New York City and Dallas, Texas. In 2012, we opened Grilles in Phoenix, Arizona, Washington D.C. and Atlanta, Georgia, and a Del Frisco s in Chicago, Illinois. In 2013, we have to date opened Grilles in Houston, Texas and Santa Monica, California and expect to open three to four additional Grilles by the end of the year. Operating Model Driving Higher Margins. Our AUVs and high average check per person, combined with our operating efficiencies, enable us to achieve industry-leading operating margins based on 2012 public company data for U.S. based full-service dining restaurants that generate a majority of their revenues from restaurant operations and excluding companies with a majority of franchised operations. We believe that our success is driven by our consistent execution across all aspects of the dining experience, from the formulation of proprietary recipes to the procurement and presentation of high quality menu items and our focus on providing a positive customer experience. Our entrepreneurial culture and bonus incentives empower and motivate the general manager at each restaurant to act as the owner of his or her restaurant. These general managers meet weekly as a group with senior management to share best practices. Chefs and kitchen staff at each restaurant are responsible for maintaining and ordering their own food inventory, thereby increasing efficiency and reducing waste and the need for additional headcount at the corporate level. We believe we achieve significant cost, quality and availability advantages through centralized sourcing from our primary suppliers of beef, wine and other products. In fiscal 2012, our revenues were comprised 66% of food and 34% of alcohol. We had operating income and restaurant-level EBITDA margins of 10.7% and 24.3% in fiscal 2012 and 9.9% and 23.2% for the 24 weeks ended June 11, 2013, respectively. Fine Dining Concepts with Complementary Market Positions. Del Frisco s, Sullivan s and the Grille are fine dining concepts that share a focus on high quality food, individualized interior design and attentive service. The concepts were designed to coexist with one another, each maintaining its own identity and price point. Average checks at Del Frisco s and Sullivan s were $104 and $59, respectively, for the fiscal year ended December 25, 2012, and the targeted average check at the Grille is between $45 and $55. Currently, we operate multiple concepts in close proximity to each other in six of our markets. We believe our complementary positioning will continue to allow us to develop our concepts in a single metropolitan area without competing for customers. We have secured prominent locations for our restaurants and a number of unique sites not typically used for steakhouse locations, including a historic bank building, a redeveloped wharf, a landmark theater building and a former retail space in Rockefeller Center. We believe the locations of our restaurants distinguish us from our competitors, add to the strength of our brands and help drive our AUVs. Furthermore, we believe many landlords and developers seek out our concepts to be restaurant anchors for their developments as our concepts are complementary to upscale national retailers with similar target demographics. Focus on Innovation. We have developed and created three full-service restaurant concepts. As we have grown our concepts, we have evolved each to incorporate proprietary recipes with bold and flavorful seasonings that reflect our heritage in the Southern United States, extensive wine lists, prominent bar scenes and our swarming service. We have Table of Contents Market and Industry Data and Forecasts Industry, market and demographic data appearing throughout this prospectus, including information relating to our relative position in the restaurant industry, the projected growth of sales in the U.S. restaurant industry, projected changes in food expenditures and projected changes in the U.S. population, are derived principally from publicly available information, industry publications, U.S. government data, data made available by market research firms, our own data and similar sources, which we believe to be reasonable. None of the independent industry publications used in this prospectus was prepared on our or our affiliates behalf. Information in this prospectus concerning the average check at our restaurants is calculated on a per entr e basis and excludes tax and tip. Table of Contents positioned the Del Frisco s brand as a contemporary alternative to the traditional fine dining steakhouse dining concept. We developed Sullivan s in the mid-1990 s, featuring lower price points and live music to attract a broader clientele. The Grille, introduced in 2011, leverages and broadens Del Frisco s appeal in a less formal and smaller format. The Grille has been recognized in the industry as an innovative and exciting new concept, including being honored with Nation s Restaurant News 2012 Hot Concepts Award. We remain committed to evolving our existing concepts to remain relevant to a range of customers. High Quality Menu Offerings with a Focus on Social Experience and Customer Service. We believe our concepts provide our customers with a true fine dining steakhouse and upscale grille experience by combining high quality food, atmosphere and service. We offer high quality cuisine across all menu items, with an emphasis on aged beef, fresh seafood and locally sourced ingredients. These offerings are complemented by an extensive, award-winning wine list and a broad cocktail selection. The dining experience is enhanced by our commitment to providing a social atmosphere and d cor that includes carefully-selected artwork, private dining rooms and separate bar areas. To further enhance our customers dining experience we have a staff of highly-trained employees who undergo an extensive training program and are evaluated regularly by management. These employees provide our swarming service, which creates frequent interactions with our customers. Experienced Executive and Restaurant Management Teams. Our executive team has extensive experience with an average of over 20 years in the restaurant industry, including significant tenure with our company as well as other high-end restaurant concepts. Our restaurant-level managers are also very experienced, with average tenure at Del Frisco s and Sullivan s of ten and four years, respectively, and additional experience at other fine dining establishments. Our management team, which includes senior management, regional managers and general managers, meets on a weekly basis to review financial and operating results as well as receive feedback from both senior management and their peers to collaborate on best practices. We believe this management process fosters a commitment to operational excellence focused on producing a positive customer experience and strong financial performance. Our Growth Strategy We believe there are significant opportunities to grow our business, strengthen our competitive position and enhance our concepts through the continued implementation of the following strategies: Pursue Disciplined New Unit Expansion. We believe our concepts have significant room to grow. We have an established growth pipeline and a disciplined strategy for opening new restaurants. Our growth strategy includes entering new markets and expanding our presence in existing markets. We believe our concepts market positioning, broad range of average checks and menu offerings, coupled with the flexibility of our restaurant models across a range of trade areas and square footage layouts will allow us to expand each of our three concepts into a greater number of locations. We have successfully opened new restaurants in a number of diverse markets. We target a cash-on-cash return beginning in the third operating year of at least 25% for new restaurants across all of our concepts. We believe there are opportunities to open four to six restaurants annually, generally composed of one Del Frisco s and three to five Sullivan s and/or Grilles, with new openings of our Grille concept likely serving as the primary driver of new unit growth in the near term. In 2012, we opened Grilles in Phoenix, Arizona, Washington D.C. and Atlanta, Georgia, and a Del Frisco s in Chicago, Illinois. In 2013, we have to Table of Contents date opened Grilles in Houston, Texas and Santa Monica, California and expect to open three to four additional Grilles by the end of the year. Beyond domestic new unit growth, although we have no current intention to do so, we believe our concepts have the potential for expansion in select international markets through franchising, licensing, Company-owned restaurants or a combination of the foregoing. While we do not have a specific global expansion strategy and we have no current intention to expand into international markets, we believe there is a long-term opportunity for our concepts beyond the U.S. market. Grow Our Existing Restaurant Sales. Our concepts achieve strong sales and customer count growth. We have increased comparable restaurant sales in twelve out of the last thirteen quarters, including fourteen consecutive quarterly increases for our Del Frisco s concept. We believe there are opportunities to continue to increase our sales and average check through maintaining our focus on tableside up-selling and salesmanship by our servers and by strategically adjusting menu prices and enhancing our concepts brand awareness through increased marketing efforts. In addition, we are adding seating to select locations, which we believe will increase sales at these restaurants. Further Grow Our Private Dining Business. We believe we are well-positioned to grow our private dining business due to our commitment to our customers dining experience, our unique locations and our plans to invest in improving our private dining facilities at select locations. All of our restaurants can serve large and small groups for private dining events, including corporate events, sales meetings, presentations, charity events and private parties. We are focused on growing our private dining business as it typically has a higher average check per customer and higher overall margins than regular dining room business. Private dining, excluding the Grille, represented approximately 15.3% of our total sales in the fiscal year ended December 25, 2012 as compared to 14.1% in the fiscal year ended December 27, 2011. We intend to drive growth by enhancing our private dining capacity and increasing awareness of our private dining services. To help drive this growth, we are creating additional private dining space at select locations by expanding or reconfiguring existing space. In addition, each location currently dedicates a staff member to increasing its private dining business. At the beginning of 2011, we hired a corporate-wide private dining executive who meets weekly with each restaurant s private dining coordinator regarding upcoming events and sales initiatives, and during 2012, we hired a national private dining sales coordinator who coordinates private dining for national accounts for all restaurant locations. Our Equity Sponsor Lone Star Fund V (U.S.), L.P., which we refer to in this prospectus, along with its affiliates and associates (excluding us and other companies that it or they own as a result of their investment activities), as Lone Star Fund, is a leading U.S. private equity firm. Since 1995, the principals of Lone Star Fund have organized private equity funds totaling approximately $38.5 billion to invest globally in corporate secured and unsecured debt instruments, real estate-related assets and select corporate acquisitions. Lone Star Fund has affiliate offices in Dallas, New York, London, Tokyo, Dublin, Brussels, Luxembourg, Frankfurt, France, Montreal and Bermuda. Immediately prior to this offering, Lone Star Fund owned 13,094,667 shares, or 55.0%, of our outstanding common stock, and it will own 8,094,667 shares, or 34.0%, of our outstanding common stock immediately following the consummation of this offering, assuming the underwriters do not exercise their option to purchase additional shares of common stock. Table of Contents Conflicts of Interest Certain conflicts of interest may arise in connection with this offering. Specifically, Lone Star Fund, an affiliate of our controlling stockholder, beneficially owns a majority of our outstanding common stock, which makes us a controlled company within the meaning of the NASDAQ corporate governance rules. While Lone Star Fund will no longer beneficially own a majority of our outstanding common stock following the completion of this offering, it will beneficially own approximately 8,094,667 shares, or 34.0%, of our outstanding common stock immediately following the completion of this offering, assuming no exercise of the underwriters option to purchase additional shares of common stock, and therefore will continue to have sufficient voting power to significantly affect the outcome of all matters submitted to our stockholders, including a merger, consolidation or other business combination. In addition, the interests of Lone Star Fund and its principals, members, directors, managers, partners, stockholders, officers, employees and other representatives, some of whom serve as our directors, may not always coincide with our interests as a company or the interests of our other stockholders. Neither Lone Star Fund nor these individuals have any duty to refrain from engaging in business that conflicts with ours or to communicate business opportunities to us. As a result, Lone Star Fund may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or pursue acquisition opportunities that may be complementary to our business resulting in those acquisition opportunities not being available to us. See Risk Factors Risks Related to this Offering. We also guarantee five leases for affiliates of Lone Star Fund that are not controlled or managed by our company. At June 11, 2013, the maximum potential amount of future lease payments we could be required to make as a result of the guarantees was $1.8 million. In July 2012, we entered into a transition services agreement with affiliates of Lone Star Fund pursuant to which we are provided certain insurance management, legal and benefits administration services. See Certain Relationships and Related Party Transactions Relationships with Lone Star Fund and its Affiliates Termination of Asset Advisory Agreement. Finally, we expect that Mr. Mark S. Mednansky, our Chief Executive Officer, and Mr. Thomas J. Pennison, Jr., our Chief Financial Officer, will be paid transaction bonuses of approximately $ and $ , respectively, (or $ and $ , respectively, if the underwriters fully exercise their option to purchase additional shares), by our parent company in connection with this offering, as discussed in greater detail under Executive Compensation Payments in Connection with Our Initial Public Offering and this Offering Transaction Bonuses. Corporate Information Our corporate headquarters is located at 930 S. Kimball Avenue, Suite 100, Southlake, TX 76092, and our telephone number is (817) 601-3421. Our website address is www.dfrg.com, and we also host www.delfriscos.com, www.sullivanssteakhouse.com and www.delfriscosgrille.com. Information contained on our websites or connected thereto does not constitute a part of this prospectus or the registration statement of which it forms a part. DEL FRISCO S , SULLIVAN S , DEL FRISCO S GRILLE and DEL FRISCO S RESTAURANT GROUP , and other trademarks or service marks of ours appearing in this prospectus are the property of Del Frisco s Restaurant Group, Inc. Other trademarks and service marks appearing in this prospectus are the property of their respective holders.

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+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 "YuMe," "Company," "we," "us" and "our" in this prospectus to refer to YuMe, Inc. and, where appropriate, our consolidated subsidiaries. Our Company We are a leading independent provider of digital video brand advertising solutions. Our proprietary technologies serve the specific needs of brand advertisers and enable them to find and target large, brand-receptive audiences across a wide range of Internet-connected devices and digital media properties. Our software is used by global digital media properties to monetize professionally-produced content and applications. We facilitate digital video advertising by dynamically matching relevant audiences available through our digital media property partners with appropriate advertising campaigns from our advertising customers. Our leadership, based on proprietary technologies, brand-specific advertising solutions, large software install base and data assets, is reflected in our wide audience reach, with over 257 million monthly unique viewers worldwide during May 2013, and our large customer base that includes 64 of the top 100 U.S. advertisers. We help our advertising customers overcome the complexities of delivering digital video advertising campaigns in a highly fragmented environment where dispersed audiences use a growing variety of Internet-connected devices to access thousands of online and mobile websites and applications. In 2012, we delivered over eight billion video advertising impressions across personal computers, smartphones, tablets, set-top boxes, game consoles, Internet-connected TVs and other devices. Our video ads run when users choose to view video content on their devices. On each video advertising impression, we collect dozens of data elements that we use for our advanced audience modeling algorithms that continuously improve our brand-targeting effectiveness. We believe our digital video brand advertising solution exceeds the efficacy and enhances the reach of traditional television advertising. The global television advertising market was approximately $193 billion in 2012, according to Magna Global. The digital video advertising market is expected to reach approximately $15 billion in global annual spend by 2016, according to Frost & Sullivan. We believe deployment of our solutions will accelerate the shift of advertising budgets from television to digital video. Additionally, we believe that audience fragmentation in the digital video market will continue, and technologies will continue to diverge, making delivery of television-like video advertisements to large-scale digital audiences increasingly difficult and complex. Our technology solutions address these challenges, enhancing the opportunity for brand advertisers to capture targeted, TV-scale digital audiences. Our solutions are purpose-built for the digital video brand advertising market and professional digital media property owners. As with traditional television, digital video enables brand advertisers to reach large audiences with impactful messages combining sight, sound and motion. We give digital media property owners the technology they need to deliver video advertisements to fragmented audiences across multiple devices, and we aggregate those audiences into cohesive, TV-scale audiences for brand advertisers. During May 2013, our technology enabled us to reach over 155 million monthly unique viewers in the United States and 257 million monthly unique viewers worldwide. To do this, our sophisticated data-science capabilities and advertising management platform and software are customized to deliver ads for a growing variety of Internet-connected devices. For example, our PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Placement Quality Index, or PQI, contextual scoring system uses data algorithms to assess the quality of ad placements and optimize placements to maximize brand advertising results. In addition, our Audience Amplifier machine-learning tool uses those brand results in its correlative data models to find audiences that we expect to be receptive to specific brand messages. Digital media properties license our technology to deliver digital video advertisements to their audiences, and we apply our data science capabilities to ascribe characteristics to those audiences that will be relevant to particular advertisers. In combination, these capabilities allow us to deliver ads to audiences that we expect to be receptive to specific brand messages. We generate results that are relevant to brand advertisers, such as brand awareness, message recall, brand favorability and purchase intent, based on the viewer data that we collect through viewer surveys and our YuMe Audience Aware Software Development Kits, or YuMe SDKs. Over our eight-year operating history we have amassed a vast amount of data derived from our large software installed base of YuMe SDKs that are embedded in online and mobile websites and entertainment applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices. This allows us to deliver television-like ads, enhanced and customized for each specific device type, and collect valuable advertisement viewership data. We estimate that we collected over 200 billion data points from ad impressions we delivered in 2012. As we grow our audience and advertiser footprint, we are able to collect even more data, which in turn enables us to improve the efficacy of our targeting models, further improving the utility of our solutions and driving additional adoption. We generate revenue by delivering digital video advertisements on Internet-connected devices. Advertising customers submit ad insertion orders to us and we fulfill those orders by delivering their digital video advertisements to audiences available through digital media properties, a process that we refer to as an advertising campaign. From 2007 to 2012, we ran over 21,000 advertising campaigns. We are typically paid on a cost per thousand impressions, or CPM, basis, of which we generally pay digital media properties a negotiated percentage. Our customers primarily consist of large global brands and their advertising agencies. In the twelve months ended March 31, 2013, our customers included 64 of the top 100 U.S. advertisers in 2012 as ranked by Advertising Age magazine, or the AdAge 100, such as American Express, AT&T, GlaxoSmithKline, Home Depot and McDonald's. During the three months ended March 31, 2013 our revenue was $26.6 million, a 33% increase over the same period in 2012, while our gross margin expanded to 45% from 43%. We recorded a net loss of $3.3 million and adjusted EBITDA of $(1.6) million for the three months ended March 31, 2013, compared with a net loss of $1.5 million and adjusted EBITDA of $(0.5) million for the three months ended March 31, 2012. In 2012, our revenue was $116.7 million, a 70% increase over 2011, while our gross margin expanded to 46% from 38%. We recorded net income of $6.3 million and adjusted EBITDA of $11.8 million in 2012, and a net loss of $11.1 million and adjusted EBITDA of $(7.4) million in 2011. For information on adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income (loss) on the basis of accounting principles generally accepted in the United States, or GAAP, please refer to "Selected Consolidated Financial Data." Key Factors Shaping the Digital Video Advertising Market We believe the key factors shaping the digital video advertising market include: Proliferation of video capable, Internet-connected devices. Advances in video technology and ubiquitous high speed Internet access are driving increased access to digital video through personal computers, smartphones, tablets, Internet-connected TVs and other devices. These devices are accessible at different places and at different times of day, rather than concentrated in the home during "prime-time" hours, resulting in new opportunities for advertisers to use digital video ads. YuMe, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7311 (Primary Standard Industrial Classification Code Number) 27-0111478 (I.R.S. Employer Identification Number) 1204 Middlefield Road Redwood City, CA 94063 (650) 591-9400 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Jayant Kadambi Co-founder, Chairman of the Board, President and Chief Executive Officer YuMe, Inc. 1204 Middlefield Road Redwood City, CA 94063 (650) 591-9400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Decline in television viewing share. While traditional television still dominates video entertainment, the share of time spent watching television has declined over the past fifteen years in favor of digital screens. According to Magna Global, the TV share of weekly media time spent decreased to 45% in 2012 from 73% in 1995. This preference for video consumption other than through traditional television is most pronounced with multi-device owners and in the key demographic of 18 to 44 year olds, according to a 2012 study by Econsultancy on behalf of the Interactive Advertising Bureau. Large, diverse audiences. With hundreds of millions of unique viewers worldwide, digital video reaches mass audiences. However, these audiences view a more diverse set of content compared to traditional TV audiences. Consumers watch hundreds of TV and cable channels but they view digital video content through tens of thousands of online and mobile websites and applications. Lack of unifying technologies. The digital video ecosystem consists of digital media properties, network operators, hardware manufacturers and software providers and a multitude of different devices, operating systems, technologies and policies. While creating opportunities for advertisers, this complexity makes the deployment and measurement of advertising campaigns more difficult. Diminishing returns of TV advertising. We believe that television advertising has diminishing returns in its ability to reach additional viewers. According to comScore, a brand trying to reach its audience through television alone will find that investing more advertising dollars merely increases frequency with the same audience rather than building incremental reach to new audiences. The Challenges Facing Brand Advertisers Brand advertisers face multiple challenges in running effective digital video brand advertising campaigns, including: Accessing dispersed audiences. While the audience for digital video is large in the aggregate, it is highly fragmented. Brand advertisers accustomed to running campaigns on TV and cable networks face the challenge of reaching digital video users across tens of thousands of online and mobile websites and applications. Further, these audiences use many different device types, formats and operating systems, creating challenges for brand advertisers to reach the audience scale they require with high impact advertisements. Identifying brand-receptive audiences at scale. While online digital media affords a significantly greater degree of precision targeting capabilities compared to traditional media, identifying brand-receptive audiences on a large scale is vastly more complex. Delivering targeted ads with the desired context. Diverse content, a multitude of device types, disparate consumption patterns and different levels of content quality are some of the factors that make contextual targeting more difficult in digital video than on television. Inadequacy of direct response digital ad solutions. Brand advertisers seek digital video advertising solutions that are tailored to brand-oriented planning and measurement objectives such as brand awareness, message recall, brand favorability and purchase intent. However, most digital advertising solutions today were built to service the direct response market, which is designed to compel specific online actions. Digital video advertising solutions that have been adapted from those technologies make it difficult for brand advertisers to measure and optimize digital campaigns with brand-oriented goals. Conducting integrated campaigns. Conducting integrated advertising campaigns that combine digital video and traditional media is complex. Integrated campaigns require advertisers to manage the complexity of disparate media buying and measurement systems in an efficient manner. Please send all communications to: Cynthia C. Hess, Esq. Horace L. Nash, Esq. Niki Fang, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 (650) 988-8500 Paul T. Porrini, Esq. Executive Vice President, General Counsel and Secretary YuMe, Inc. 1204 Middlefield Road Redwood City, CA 94063 (650) 591-9400 Douglas Smith, Esq. Stewart McDowell, Esq. Brandon W. Loew, Esq. Gibson, Dunn & Crutcher LLP 555 Mission Street Suite 3000 San Francisco, CA 94105 (415) 393-8200 Table of Contents The YuMe Solution Our solutions are built for brand advertisers and professional digital media property owners that produce content and applications. We have built our software solutions and data-science capabilities to deliver reliable results for brand advertisers and monetization for digital media property owners. Our video ads run when users choose to view video content on their devices. We deliver television-like video advertisements, the vast majority of which are prominently displayed before the chosen video content is displayed. We deliver these ads to audiences across Internet-connected devices and platforms. With our data-science capabilities, including data collection and sophisticated analytics, our advertiser customers reach large-scale, brand-receptive audiences, and digital media property owners capture brand advertising revenue with their content and applications. We have developed our solutions on three pillars: embed, learn and deliver. We embed our YuMe SDKs as part of online and mobile websites and applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices, yielding valuable data; we learn from that data to build our audience and contextual targeting models; and using our platform we deliver ads to audiences that we expect to be receptive to specific brand messages. We believe our comprehensive solutions have advantages that other solutions cannot offer. Our end-to-end solutions, including customized YuMe SDKs, first party data collection and data-science capabilities, a brand-centric video advertising platform and a consultative sales force, combine to make each component more valuable. Our Placement Quality Index expands the digital brand advertising market by identifying digital media properties whose content and applications have not previously captured brand advertising campaigns, enabling them to optimize their inventory to deliver brand value. Our solutions: Aggregate large fragmented audiences. Through our embedded YuMe SDKs, we aggregate millions of digital video viewers on over 1,500 digital media properties, across personal computers, smartphones, tablets, Internet-connected TVs and other devices. The YuMe SDKs, which are customized for individual devices, allow us to deliver relevant and distinct video ad experiences to different devices and audiences, while simultaneously collecting device, content and audience-specific data on the brand performance of those ad placements. Reach brand-receptive audiences at scale. Our Audience Amplifier tool applies machine-learning technology to first party data that we collect from the YuMe SDKs, in order to identify viewers within our aggregated audience who we expect to be receptive to specific brand messages. We refer to these viewers as brand-receptive audiences. We use characteristics of these audiences to identify additional viewers that may deliver similar or better brand receptivity. Deliver targeted ads in valuable brand contexts. Our contextual targeting capabilities are designed to ensure that brand advertisements are delivered in the relevant context alongside high-quality content. At the core of our contextual targeting technology is our PQI, an extensible set of scoring and targeting algorithms that use data collected by our YuMe SDKs to optimize all aspects of video advertising. Help digital media property owners capture brand dollars. Digital media property owners who use our YuMe for Publishers platform, or YFP, get a comprehensive system for creating, managing, monetizing and measuring cross-platform digital video brand advertising inventory. Using YFP, digital media property owners monitor, in real-time, how their content is valued, how it performs for brand advertising buyers and how much revenue they have generated based on that performance. Measure and optimize campaigns based on brand metrics. Our YuMe SDKs enable us to collect first party campaign data, such as player size and completion rate, and to survey viewers for information about factors such as message recall and brand favorability. 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 Deliver impactful device-specific ads. Our YuMe SDKs and video advertisements are customized for every digital device, so we can utilize specific characteristics of each device to deliver new and impactful video ads. Augment TV advertising spend. When deployed as part of an integrated digital video and TV campaign, our solutions enable broader reach and better results than TV campaigns alone. Our Competitive Strengths We believe the following competitive strengths differentiate us and serve as barriers for others seeking to enter our market: Brand-specific advertising solutions. Since our founding, we have been solely focused on solving digital video brand advertising problems. We have invested significant resources to design and build our solutions to help brand advertisers reach appropriate brand-receptive audiences, and to measure and optimize their digital video campaigns using brand-centric metrics. In addition, through our eight-year operating history, we have amassed a depth of knowledge and expertise on brand advertising delivery and performance, embodied in our proprietary technologies and algorithms, that we believe is difficult to replicate. By contrast, some of our competitors offer solutions adapted from direct response and other traditional online advertising technologies that optimize around single variables, such as click-through-rate, and do not address the technical complexities and multiple variables associated with brand-receptivity. Large software installed base and data assets. Our YuMe SDKs are distributed through online and mobile websites and applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices. As we grow our audience and advertiser footprint, we are able to collect more data, which in turn enables us to improve the efficacy of our targeting models, further improving the utility of our solutions, and driving additional adoption. Differentiated data-science capabilities. We have assembled a broad set of data collection, analytic and measurement capabilities tuned for the delivery of effective digital video brand advertisements to large, fragmented audiences. We believe our approach of combining first party data (collected by YuMe), second party data (collected by digital media properties) and third party data (licensed from third parties) with brand-centric machine learning techniques and sophisticated algorithms is unique in the market. First party data collection. We believe our first party data, including survey and YuMe SDK generated data, positions us well compared to traditional digital advertising solutions that tend to rely on third party data. We believe first party data is a more accurate and dependable measurement of a particular audience than second and third party data, making it more valuable to brand advertisers. Top-tier brand advertisers. In the twelve months ended March 31, 2013, our customers included 64 of the AdAge 100, such as American Express, AT&T, GlaxoSmithKline, Home Depot and McDonald's. In 2012, the AdAge 100 spent $104.5 billion on advertising in the United States alone, according to Advertising Age magazine. Scalable business model with significant operating leverage. We benefit from operating leverage through our technology, sales organization and digital media property relationships. As each customer spends more with us, and as we collect more data, our technology continuously optimizes brand results for that customer. This helps us improve return on investment for our customers and positions us to capture a larger share of their marketing spend in a cost-effective manner. In addition, we are able to improve the efficiency of our sales force and better manage our traffic acquisition costs to improve our margins. 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, 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 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 under the Securities Exchange Act of 1934. (Check one): Large Accelerated Filer Accelerated Filer Non-accelerated Filer (Do not check if a smaller reporting company) Smaller Reporting Company Table of Contents Independent market position. Our solutions are independent of market participants such as digital media property owners, device manufacturers, software developers and operating system providers. We believe this enables us to better serve brand advertisers, as we are able to offer them access to large-scale audiences, eliminating fragmentation, regardless of how those viewers consume digital video content. Our Growth Strategy We seek to extend our leadership position in digital brand advertising by pursuing the following strategies: Continue to invest in YuMe SDK technology to amass large brand audiences. We will continue to customize our YuMe SDKs to address different device types and device specific audiences in order to aggregate audiences in ways that are meaningful for brand advertisers and valuable for digital media properties. Enhance our PQI capabilities. We utilize our core technologies to generate brand value and digital media property monetization. Over time, as we share the results of PQI-based campaigns, we believe we can further improve both brand value and digital media property monetization. Continue to enhance our audience and contextual targeting capabilities. We believe there is significant untapped value in the first party data assets we have accumulated and we plan to continue to invest in data-mining capabilities and analytics to gain further insight and improve our targeting capabilities, enabling us to attract new advertisers and expand our business with existing customers. Increase share of advertising budgets with existing customers. Many of our customers are in the early stages of deploying digital video advertising. We continuously work to capture a larger share of advertising budgets from our existing customers. Additionally, many of our advertisers and the agencies that represent them own or manage multiple distinct brands, and we seek to expand the portfolio of their brands for which we deploy campaigns. Acquire new customers. Many brand advertisers have not yet deployed digital video advertising. We plan to continue to grow our sales force and our marketing efforts to reach new potential customers and expand awareness of our differentiated technology solutions. Expand our global footprint. We plan to extend our success into new geographies where conditions favor development of a digital video brand advertising market. Pursue strategic acquisitions. We may from time to time acquire complementary businesses and technologies that enhance our position in the digital video advertising markets in the U.S. and internationally. Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. These risks include, among others: History of net losses that may make it difficult to achieve or maintain profitability in the future; Limited operating history that may make it difficult to evaluate our business and prospects; Quarterly operating results that fluctuate and are difficult to predict; Seasonal fluctuations in digital video advertising activity, which could adversely affect our cash flow; 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 that 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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Depending on a single customer for a substantial portion of our revenue; Depending on advertising agencies as intermediaries; and Intensely competitive nature of the industry. Corporate Information We were incorporated under the laws of Delaware on December 16, 2004. Our principal executive office is located at 1204 Middlefield Road, Redwood City, CA 94063. Our telephone number is (650) 591-9400. Our website address is www.yume.com. Information contained in, or accessible through, our website does not constitute a part of, and is not incorporated into, this prospectus. "YuMe," the YuMe Y TV logo, "Audience Amplifier," "Audience-Aware SDK," "Placement Quality Index," "PQI," "The Science Behind Influence" and our other logos or product names are our registered or common law trademarks in the United States and some other countries. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and 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 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 AUGUST 2, 2013 PRELIMINARY PROSPECTUS 5,000,000 Shares YuMe, Inc. Common Stock $ per share Table of Contents The Offering Common stock offered by us 5,000,000 shares Common stock to be outstanding after this offering 31,677,355 shares Over-allotment option offered by the selling stockholders 750,000 shares Use of proceeds We currently intend to use the net proceeds to us from this offering primarily for general corporate purposes, including working capital. We may also use a portion of the net proceeds for the acquisition of, or investment in, complementary technologies, assets or businesses, although we have no present commitments or agreements to enter into any acquisitions or investments. See "Use of Proceeds" on page 39. New York Stock Exchange symbol "YUME" The number of shares of common stock outstanding after this offering is based on 26,677,355 shares outstanding as of March 31, 2013, and excludes: 4,393,780 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2013, with a weighted average exercise price of $4.04 per share; 475,589 shares of common stock issuable upon exercise of options to purchase common stock granted between April 1 and August 2, 2013, with a weighted average exercise price of $9.59 per share; 53,983 shares of common stock issuable upon the exercise of convertible preferred stock warrants outstanding as of March 31, 2013 that will convert into warrants to purchase shares of common stock upon closing of this offering, with a weighted average exercise price of $1.48 per share; and 4,007,923 shares of common stock reserved for future issuance under our 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan, which will become effective on the date of this prospectus and will contain provisions that automatically increase the number of shares reserved for issuance each year, as more fully described in "Executive Compensation Employee Benefit Plans." The 4,007,923 shares reserved for issuance includes shares of common stock available for issuance under our 2004 Stock Plan that will be added to the shares reserved under our 2013 Equity Incentive Plan and includes 1,059,267 shares of common stock that will be issuable upon the exercise of stock options with an exercise price per share equal to the initial public offering price in this offering. Except as otherwise indicated, information in this prospectus reflects or assumes: the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 21,840,537 shares of common stock, which will occur automatically upon the closing of this offering; the conversion of all outstanding warrants to purchase 323,904 shares of convertible preferred stock into warrants to purchase 53,983 shares of common stock; a 1-for-6 reverse split of common stock, effected on July 24, 2013; the filing of our restated certificate of incorporation and the effectiveness of our restated bylaws, which will occur immediately prior to the closing of this offering; and no exercise of the underwriters' over-allotment option. This is the initial public offering of our common stock. We are selling 5,000,000 shares of common stock. We currently expect the initial public offering price to be between $12.00 and $14.00 per share of common stock. Certain selling stockholders have granted the underwriters an option to purchase up to 750,000 additional shares of common stock. We will not receive any proceeds from the sale of the shares by the selling stockholders. Our common stock has been approved for listing on the New York Stock Exchange under the symbol "YUME." Table of Contents Summary Financial and Other Data The following tables summarize our consolidated financial and other data. You should read this summary consolidated financial data together with "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes, all included elsewhere in this prospectus. We have derived the consolidated statements of operations data for the years ended December 31, 2010, 2011 and 2012 from our audited consolidated financial statements appearing elsewhere in this prospectus. The consolidated statements of operations data for the three months ended March 31, 2012 and 2013 and the consolidated balance sheet data as of March 31, 2013 are derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus. We have included all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that should be expected in the future. Years Ended December 31, Three Months Ended March 31, 2010 2011 2012 2012 2013 (in thousands, except per share data) Consolidated Statement of Operations Data: Revenue $ 51,872 $ 68,565 $ 116,744 $ 20,069 $ 26,612 Cost of revenue(1) 31,565 42,787 62,985 11,489 14,553 Gross profit 20,307 25,778 53,759 8,580 12,059 Operating expenses: Sales and marketing(1) 13,212 23,416 31,385 7,102 10,217 Research and development(1) 1,862 2,734 2,766 652 1,000 General and administrative(1) 5,263 10,596 12,466 2,349 3,938 Total operating expenses 20,337 36,746 46,617 10,103 15,155 Income (loss) from operations (30 ) (10,968 ) 7,142 (1,523 ) (3,096 ) Other income (expense), net: Interest expense (54 ) (164 ) (117 ) (34 ) (19 ) Other income (expense), net (171 ) (19 ) (147 ) (192 ) Total other expense, net (225 ) (183 ) (264 ) (34 ) (211 ) Income (loss) before income taxes (255 ) (11,151 ) 6,878 (1,557 ) (3,307 ) Income tax (expense) benefit (111 ) 62 (612 ) 65 (31 ) Net income (loss) $ (366 ) $ (11,089 ) $ 6,266 $ (1,492 ) $ (3,338 ) Net income (loss) attributable to common stockholders $ (366 ) $ (11,089 ) $ 89 $ (1,492 ) $ (3,338 ) Net income (loss) per share attributable to common stockholders: Basic $ (0.11 ) $ (3.04 ) $ 0.02 $ (0.33 ) $ (0.69 ) Diluted $ (0.11 ) $ (3.04 ) $ 0.02 $ (0.33 ) $ (0.69 ) Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders: Basic 3,260 3,650 4,716 4,527 4,828 Diluted 3,260 3,650 5,545 4,527 4,828 Pro forma net income (loss) per share (unaudited)(2): Basic $ 0.25 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) Weighted average shares used in computing pro forma net income (loss) per share (unaudited): Basic 25,904 26,462 Diluted 26,773 26,462

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+PROSPECTUS SUMMARY This summary highlights some of the information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the Shares. You should carefully read this entire prospectus, including Risk Factors beginning on page 13, and Where You Can Find More Information on page 98, before making a decision to invest in the Shares. Capitalized terms not defined in this section have the meaning set forth in the Glossary beginning on page 2- 4 of Part 2 of this prospectus. Structure of the Trust The Trust is a Delaware statutory trust. The Trust intends to continuously issue and redeem Shares in transactions with Authorized Participants. Each Share represents a unit of fractional undivided beneficial interest in the net assets of the Trust. The assets of the Trust, called the Portfolio, consist of cash and financial instruments that are used, as needed, to secure the Trust s trading obligations in respect of foreign-currency forward contracts and exchange-traded futures contracts selected by BlackRock Fund Advisors, the Trust s Advisor, following investment strategies that utilize quantitative methodologies to identify potentially profitable discrepancies in the relative values or market prices of one or more assets and seek to control the risks and volatility inherent in these investments by taking long and short positions in historically correlated assets. See Investment Objective; Strategies. The term of the Trust is perpetual, unless it is dissolved under the circumstances described under Description of the Shares and the Trust Agreement Amendment and Dissolution. The principal offices of the Trust are located at 400 Howard Street, San Francisco, CA 94105, and the Trust s telephone number is (415) 670-2000. The Trust is a commodity pool as defined in the Commodity Exchange Act (the CEA ) and the regulations of the Commodity Futures Trading Commission (the CFTC ). The Trust is operated by its Sponsor, iShares Delaware Trust Sponsor LLC, a limited liability company registered under the CEA as a commodity pool operator. The sole member and manager of the Sponsor is BlackRock Asset Management International Inc., a Delaware corporation. BlackRock Institutional Trust Company, N.A. is the Trustee of the Trust. The Advisor, BlackRock Fund Advisors, is the commodity trading advisor of the Trust and is registered under the CEA. The Trust is not an investment company registered under the Investment Company Act and is not required to register under that Act. The material terms of the agreement governing the Trust are discussed in greater detail under Description of the Shares and the Trust Agreement. Creations and Redemptions The Trust issues Shares only in one or more blocks of 100,000 Shares (each, a Basket ) in exchange for cash in an amount equal to the Basket Amount announced by the Trust on the first Business Day after the purchase order is received by the Trust. The Trust redeems Shares only in Baskets in exchange for cash in an amount equal to the Basket Amount announced by the Trust on the first Business Day after the redemption order is received by the Trust. The Trust does not redeem individual Shares or Baskets held by parties who are not Authorized Participants. See Risk Factors Risk Relating to the Trust and Investment in the Shares Creation and redemption of Baskets may be delayed when one or more of the exchanges where the Trust may need to trade, either to establish new positions or to liquidate existing ones, are scheduled to be closed, and may be subject to postponement, suspension or rejection under certain circumstances, all of which may reduce the liquidity of the Shares. Breakeven Point Per Unit of Initial Investment The estimated amount of all fees and expenses which are anticipated to be incurred by a new investor during the first twelve months is 1.07% of the per Share price of $51.54 as of March 31, 2013 (or expressed as a dollar amount, $0.55 of the price of $51.54 per Share). Based on certain interest rate, expense and other assumptions, the estimated twelve-month breakeven point is 0.96% of the offering of $51.54 per Share price as of March 31, 2013 (or expressed as a dollar amount, $0.49 of the price of $51.54 per Share). See Breakeven Analysis . Table of Contents 16,800,000 Shares iShares Diversified Alternatives Trust The iShares Diversified Alternatives Trust (the Trust ), is a Delaware statutory trust that issues units of beneficial interest, (the Shares ), representing fractional undivided beneficial interests in its net assets. The Trust seeks to maximize its absolute returns by investing in long and/or short positions in foreign-currency forward contracts and exchange-traded futures contracts selected by BlackRock Fund Advisors (the Advisor or BFA ), following investment strategies that utilize quantitative methodologies to identify potentially profitable discrepancies in the relative values or market prices of one or more assets. See Business of the Trust Investment Objective; Strategies. The objective of the Trust is to maximize absolute returns from investments with historically low correlation to traditional asset classes while seeking to control the risks and volatility inherent in futures and forward contracts by taking long and short positions in historically correlated assets. The Shares are listed for trading on NYSE Arca, Inc. ( NYSE Arca ) under the symbol ALT. BlackRock Institutional Trust Company, N.A. ( BTC ) is the Trustee of the Trust. The Trust is a commodity pool, as defined in the Commodity Exchange Act and the applicable regulations of the Commodity Futures Trading Commission (the CFTC ). iShares Delaware Trust Sponsor LLC (the Sponsor ), a commodity pool operator registered under the Commodity Exchange Act, is the Sponsor of the Trust. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act ). Investing in the Shares involves significant risks. See

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+Prospectus Summary Our principal executive offices are located at 608 1199 West Pender Street, Vancouver, British Columbia, Canada V6E2R1 and our telephone number is (604) 687-0300. Our website is http://www.passportpotash.com/. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus. As used in this prospectus, unless otherwise specified, references to the Company, we, our and us refer to Passport Potash Inc. and, unless otherwise specified, its subsidiary. The Offering Common stock offered by us [ ______________ ] Offering Price [ ] Common stock outstanding before and after this offering: 183,619,388 (1) and [ ______________ ] (2) Use of proceeds: We intend to use the proceeds from the sale of the securities by the Company as described in Use of Proceeds . Termination of the Offering The offering will terminate on the earlier of (i) the date when the sale of $40,000,000 of shares of common stock is completed or (ii) two years after this prospective becomes effective. OTCQX symbol: PPRTF TSXV symbol: PPI

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+the related notes appearing elsewhere in this prospectus before deciding whether to purchase notes. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from any results discussed in the forward-looking statements as a result of certain factors, including those set forth under Risk Factors and Forward-Looking Statements. Overview We are a leading global provider of information and risk management solutions. We provide these solutions to businesses across multiple industries and to individual consumers. Our technology and services enable businesses to make more timely and informed credit granting, risk management, underwriting, fraud protection and customer acquisition decisions by delivering high quality data, integrated with analytics and decisioning capabilities. Our interactive website provides consumers with real-time access to their personal credit information and analytical tools that help them understand and proactively manage their personal finances. Over a million unique consumers visit our website each month. We have operations in the United States, Africa, Canada, Latin America, Asia Pacific and India and provide services in 33 countries. Since our founding in 1968, we have built a diversified and stable customer base in multiple industries, including financial services, insurance, healthcare, automotive, retail and communications. Businesses use our data for their daily risk-management processes. Consumers use our data to help them understand their credit profile and protect themselves against identity theft. We obtain financial, credit, identity, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information from thousands of sources, including credit-granting institutions, private databases and public records depositories, much of which is provided to us at little or no cost. We refine and enhance this data to create proprietary databases, processing approximately two billion updates monthly in the United States. We combine our data with our analytics and decisioning technology to deliver additional value to our customers. Our analytics, such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enable businesses and consumers to efficiently monitor and manage risk. Our decisioning technology, which is delivered on a software-as-a-service platform, enables businesses to interpret data and scores and apply their specific qualifying criteria to make real-time decisions at the point of interaction with their customers. Collectively, our data, analytics and decisioning technology allow businesses to more effectively identify and acquire new customers, manage risk associated with existing customers, generate cross-selling opportunities and reduce loss from fraud and identity theft. We have a global customer base that includes many of the largest companies in each of the primary industries we serve. For example, in the United States, we contract with eight of the ten largest banks, all of the major credit card issuers, nine of the ten largest property and casualty insurance carriers and we provide services to thousands of healthcare providers. In addition, we provide subscription-based interactive services to a growing base of over one million consumers. We manage our business through three operating segments: U.S. Information Services ( USIS ), International and Interactive. USIS, which represented approximately 64% of our revenue in 2012, and 63% of our revenue in the six months ended June 30, 2013, provides consumer reports, credit scores, verification services, analytical services, revenue management and decisioning technology to businesses in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other industries, and delivers them through both direct and indirect channels. Table of Contents Table of Registrant Guarantors Exact Name of Registrant Guarantors 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 Diversified Data Development Corporation. California 95-2902153 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Corp. Delaware 74-3135689 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Healthcare LLC Delaware 27-1491512 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Interactive, Inc. Delaware 13-4117314 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Rental Screening Solutions, Inc.. Delaware 52-2139271 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion TeleData LLC Oregon 20-5618633 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Visionary Systems, Inc.. Georgia 58-2255788 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Table of Contents Under the terms of the indenture relating to the notes, the Issuers have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and holders of the notes the information specified in the indenture. See Description of the Notes. Forward-Looking Statements This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as anticipate, expect, suggest, plan, believe, intend, continue, estimate, target, project, forecast, should, could, would, may, will and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at the time such statements were made. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include: macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to make acquisitions and integrate the operations of other businesses; our ability to timely develop new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to manage expansion of our business into international markets; economic and political stability in international markets where we operate; our ability to effectively manage our costs; our ability to provide competitive services and prices; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; fluctuations in exchange rates; changes in federal, state, local and foreign tax laws; Table of Contents International, which represented approximately 20% of our revenue in 2012, and 20% of our revenue in the six months ended June 30, 2013, provides services similar to our USIS and Interactive segments, and provides services in 32 countries outside the United States. Our International segment also provides automotive information and commercial data to our customers in select geographies. Interactive, which represented approximately 16% of our revenue in 2012, and 17% of our revenue in the six months ended June 30, 2013, provides services to consumers that help them understand and proactively manage their personal finances and protect them from identity theft. We sell our subscription-based interactive services primarily through our website, www.transunion.com. Our Industry Evolution to mission critical role. Credit bureaus were formed in the nineteenth century to help provide better credit information to local and regional lenders so they could make more informed credit decisions. As consumer lending expanded, credit bureaus became an integral part of the lending process and now play a critical role in the intermediation between lenders and borrowers. Credit bureaus developed a variety of methods to collect, maintain and analyze information concerning the ability of consumers and businesses to meet their obligations. Consumers and commercial lenders have increasingly used these services to make more informed credit decisions. As a result, credit bureaus have positioned themselves as mission critical partners to financial services institutions around the world. Three major providers with sustainable competitive advantage. As financial services institutions grew in scale and geographic scope, credit bureaus extended their reach by coordinating and forming strategic alliances with other credit reporting providers to share data across large territories through a hub and spoke system. Three credit bureaus have since consolidated into large, international organizations that can provide a wide range of data services and analytical applications to their larger and increasingly demanding financial services customers. As a result of this consolidation, TransUnion, Equifax and Experian have emerged as the global leaders in the industry. The largest U.S. customers of these global credit bureaus typically use the services of all three providers to validate consistency and ensure reliability. Development of the business information service providers. Over the past decade, credit bureaus have devoted significant resources to enhance the quality of their data sets by developing a variety of proprietary information databases. Credit bureaus have evolved from being collectors and sellers of credit information to providers of more advanced information services. Given the increased consumer demand for monitoring their own credit, the credit bureaus have also begun to market and sell these services directly to consumers. The development of these more advanced services has enabled credit bureaus to diversify their revenue base, accelerate growth and evolve into business information service providers. Market Opportunity We believe several important trends in the global macroeconomic environment, as well as within the key industries we serve, are driving development of the market for information and risk management solutions. Large and Growing Market for Data and Analytics. We believe that the business information services market is large and growing. We believe that the demand for targeted data and sophisticated analytical tools will continue to grow meaningfully as businesses seek real-time access to more granular data in order to better understand their customers. Table of Contents The information in this prospectus is not complete and may be changed. We may not offer or 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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, SEPTEMBER 18, 2013 Prospectus Trans Union LLC TransUnion Financing Corporation 11.375% Senior Notes due 2018, Series B The 11.375% Senior Notes due 2018, Series B were issued by Trans Union LLC and TransUnion Financing Corporation, which we refer to together as the Issuers, in exchange for the 11.375% Senior Notes due 2018 originally issued by the Issuers on June 15, 2010. The 11.375% Senior Notes due 2018, Series B are referred to herein as the 11.375% notes, or the notes, unless the context otherwise requires. The notes bear interest at a rate of 11.375% per annum and mature on June 15, 2018. We are registering the notes under the Securities Act of 1933 for market-making transactions, as described below. The notes will mature on June 15, 2018. The Issuers have the option to redeem all or a portion of the notes at any time on or after June 15, 2014 at the redemption prices set forth in this prospectus plus accrued and unpaid interest. The Issuers also have an option to redeem all or a portion of the notes at any time before June 15, 2014, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus a make-whole premium and accrued and unpaid interest. The notes are the Issuers senior unsecured obligations and rank equal in right of payment with all of the Issuers existing and future senior debt. The Issuers parent company, TransUnion Corp., and each of TransUnion Corp. s direct and indirect subsidiaries that guarantee Trans Union LLC s credit facilities have unconditionally guaranteed the notes on a senior unsecured basis with guarantees that rank pari passu in right of payment with all existing and future senior indebtedness of each entity. The notes and the guarantees are effectively subordinated to the existing and future secured indebtedness of the Issuers and guarantors to the extent of the value of the collateral securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. There is no established trading market for the notes offered hereby. We do not intend to list the notes on any securities exchange or seek approval for quotation through any automated trading system. See Risk Factors beginning on page 15 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 these securities 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. GOLDMAN, SACHS & CO. The date of this prospectus is , 2013 Table of Contents our ability to protect our intellectual property; our ability to retain or renew existing agreements with long-term customers; our ability to access the capital markets; further consolidation in our end customer markets; reliance on key management personnel; and

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+This summary highlights information about Momentive Performance Materials Inc. and the Notes contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading Risk Factors. In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, all references to: (i) Momentive, the Company, we, us and our refer to Momentive Performance Materials Inc. and its subsidiaries and (ii) the MPM Group refers to Momentive Performance Materials Holdings Inc. and its subsidiaries. Company overview Momentive Performance Materials Inc. was formed through the acquisition of GE Advanced Materials on December 3, 2006. We believe we are one of the world s largest producers of silicones and silicone derivatives and a global leader in the development and manufacture of products derived from quartz and specialty ceramics. For the twelve months ended December 31, 2012, silicones and quartz represented approximately 91% and 9% of our revenue, respectively. Silicones are a multi-functional family of materials used in a wide variety of products, and serve as a critical ingredient in many construction, transportation, healthcare, personal care, electronic, consumer and agricultural uses. Silicones are generally used as an additive to a wide variety of end products in order to provide or enhance certain of their attributes, such as resistance (heat, ultraviolet light and chemical), lubrication, adhesion or viscosity. Some of the most well-known end-use product applications include bath and shower caulk, pressure-sensitive adhesive labels, foam products, cosmetics and tires. Due to the versatility and high-performance characteristics of silicones, they are increasingly being used as a substitute for other materials. Our Quartz business manufactures quartz, specialty ceramics and crystal products for use in a number of high-technology industries, which typically require products made to precise specifications. The cost of our products typically represents a small percentage of the overall cost of our customers products. On October 1, 2010, our parent, Momentive Performance Materials Holdings Inc. ( MPM Holdings ) and Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC and referred to herein as MSC Holdings ), the direct parent company of Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc. and referred to herein as MSC ), became subsidiaries of a newly formed holding company, Momentive Performance Materials Holdings LLC ( Momentive Holdings ). We refer to this event as the Momentive Combination. As a result of the Momentive Combination, Momentive Holdings became the ultimate parent entity of Momentive and MSC. Momentive Holdings is controlled by investment funds (the Apollo Funds ) managed by affiliates of Apollo Management Holdings, L.P. (together with Apollo Global Management, LLC and its subsidiaries, Apollo ). Apollo may also be referred to as the Company s owner. We believe that our scale and global reach provide significant efficiencies in our fixed and variable cost structure and that our breadth of related products provides significant operational, technological and commercial advantages. Our manufacturing capacity at our internal sites and our joint venture in China is sufficient to produce the substantial majority of one of our key intermediates, siloxane, which facilitates a low-cost operating structure and security of supply. We are one of two producers in the silicones market with global siloxane production capacity. As of December 31, 2012, we had 22 production sites strategically located around the world, which allows us to produce the substantial majority of our key products locally in the Americas, Europe and Asia. Through this worldwide network of production facilities, we serve more than 5,500 customers between our Silicones and Quartz businesses in over 100 countries. Our customers include leading companies in their respective industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L Oreal, BASF, The Home Depot and Lowe s. Table of Contents EXHIBIT INDEX Exhibit Number Description of Document 2.1 Stock and Asset Purchase Agreement, dated as of September 14, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (formerly known as Nautilus Holdings Acquisition Corp.) (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 2.2 Amendment to Stock and Asset Purchase Agreement, dated as of December 3, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.1 Certificate of Incorporation, as amended, of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.2 Amended and Restated By-laws of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.3 Certificate of Incorporation, as amended, of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.4 Amended and Restated By-laws of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.5 Certificate of Incorporation, as amended, of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.6 Amended and Restated By-laws of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.7 Certificate of Incorporation, as amended, of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.8 Amended and Restated By-laws of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.9 Amended and Restated Operating Agreement of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.10 Articles of Organization, as amended, of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.11 Certificate of Incorporation, as amended, of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.12 Amended and Restated By-laws of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.13 Certificate of Incorporation, as amended, of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.14 Amended and Restated By-laws of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.15 Operating Agreement of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) Table of Contents SCHEDULE A Guarantor State or Other Jurisdiction of Incorporation or Organization Address of Registrants Principal Executive Offices I.R.S. Employer Identification Number Momentive Performance Materials Worldwide Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748357 Momentive Performance Materials USA Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748388 Momentive Performance Materials China SPV Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748469 Momentive Performance Materials South America Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5834895 MPM Silicones, LLC New York 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 22-3775481 Momentive Performance Materials Quartz, Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 34-1839929 Juniper Bond Holdings I LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589631 Juniper Bond Holdings II LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589692 Juniper Bond Holdings III LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589765 Juniper Bond Holdings IV LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589836 Table of Contents We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. We will update this prospectus to the extent required by law. We are offering to sell the Notes only in jurisdictions where offers and sales are permitted. Table of Contents We believe we have created a value-added, technical service-oriented business model that enables us to target and participate in high-margin and high-growth specialty markets. These specialty markets account for the majority of our revenues and continue to be a growing part of our business. Revenue and Adjusted EBITDA (as defined in the section entitled Covenant Compliance elsewhere herein) for the twelve months ended December 31, 2012 were $2,357 million and $228 million, respectively. Net loss for the twelve months ended December 31, 2012 was $365 million. Our Strengths Our company has the following competitive strengths: Leading Global Silicones Producer. We believe we are one of the world s largest producers of silicones and silicone derivatives, with leading positions in various product lines and geographic areas. We believe our scale, global reach and breadth of product offerings provide us with significant advantages over many of our competitors by allowing us to serve global customers with precise specifications, particularly those expanding production in developing nations. Attractive Industry Growth Profile. The broad molecular characteristics of silicones continually lead to new uses and applications, which have led to worldwide industry growth in excess of GDP over the past 20 years. Drivers of growth include end-market growth and increased market penetration, with silicones increasingly being used as a value-added substitute for traditional materials or as a functional additive, which yields new properties for our customers products. For instance, silicones act as the conditioning ingredient in 2-in-1 shampoo. Broad-Based Diversification. Industry Diversification. Our Silicones business has a diversified revenue base across a variety of end-markets, reducing our vulnerability to industry trends. Furthermore, our products are often used in niche applications that represent a small portion of our customers material costs. Our leading end-markets are building and construction, which consists of industrial and infrastructure construction and repair, urethane foam additives and a number of other specialty products. Customer Diversification. We have a diverse customer base of more than 5,500 customers between our Silicones and Quartz businesses and are well balanced across multiple geographies. In 2012, our top 20 customers accounted for less than 22% of our total revenues, and no single customer accounted for more than 3% of our total revenues. We have maintained long-standing relationships with many of our customers. Geographic Diversification. We have a global sales presence, with approximately 38%, 31% and 31% of our 2012 and 2011 revenues generated in the Americas, Europe and Asia, respectively. Global Infrastructure. We are a global company with significant manufacturing capacity in each of the Americas, Europe and Asia. We have 22 production facilities located around the world, R&D centers on three continents and sales to customers in over 100 countries. The Silicones business has three siloxane production facilities located in Waterford, New York, Ohta, Japan and Leverkusen, Germany, as well as a siloxane manufacturing joint venture in Jiande, China, and two silanes production facilities in Sistersville, West Virginia and Termoli, Italy. The Quartz production sites are located in Ohio, Geesthacht, Germany, Kozuki, Japan and Wuxi, China. Table of Contents Exhibit Number Description of Document 3.16 Certificate of Formation of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.17 Operating Agreement of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.18 Certificate of Formation of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.19 Operating Agreement of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.20 Certificate of Formation of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.21 Operating Agreement of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.22 Certificate of Formation of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.1 Indenture by and between Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., Momentive Performance Materials Worldwide Inc., Momentive Performance Materials USA Inc., Momentive Performance Materials China SPV Inc., Momentive Performance Materials South America Inc., GE Quartz, Inc., GE Silicones, LLC and Momentive Performance Materials Inc., dated as of December 4, 2006, with respect to $500,000,000 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.2 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.3 Supplemental Indenture among Juniper Bond Holdings I LLC, Juniper Bond Holdings II LLC, Juniper Bond Holdings III LLC, Juniper Bond Holdings IV LLC and Wells Fargo Bank, N.A., dated as of December 20, 2007, with respect to the $500,000,000 11 1/2% Senior Subordinated Notes due 2016 (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.4 Agreement of registration, appointment and acceptance, effective as of June 8, 2009, by and among Momentive Performance Materials Inc., Wells Fargo Bank, N.A. and The Bank of New York Mellon Trust Company, N.A. (filed as exhibit 4.1 to our Form 8-K, filed on June 12, 2009) 4.5 Indenture, dated as of November 5, 2010, by and among Momentive Performance Materials Inc., the note guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, including forms of the 9% Second-Priority Springing Lien Notes due 2021 (U.S. Dollar Denominated) and 9 1/2% Second-Priority Springing Lien Notes due 2021 (Euro Denominated) (filed as exhibit 4.1 to our Form 8-K, filed on November 12, 2010) 4.6 Indenture, dated as of May 25, 2012, by and among Momentive Performance Materials Inc., the Note Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as exhibit 4.1 to our Form 8-K, filed on June 1, 2012) Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary 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 May 7, 2013 PROSPECTUS Momentive Performance Materials Inc. $124,323,000 11 1/2% Senior Subordinated Notes due 2016 This prospectus covers resales by holders of the 11 1/2% Senior Subordinated Notes due 2016 issued by Momentive Performance Materials Inc. ( Momentive ) on December 4, 2006, which we refer to herein as the Notes. The Notes mature on December 1, 2016. Interest on the Notes is payable in cash at a rate of 11 1/2% per annum, from the issue date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year commencing June 1, 2007. Momentive may redeem some or all of the Notes, at the redemption prices set forth in this prospectus. See Description of Notes Optional Redemption. If we experience certain kinds of changes in control, we must offer to purchase the Notes. The Notes are subordinated to all our existing and future senior debt, including the 8.875% First-Priority Senior Secured Notes due 2020, the 10% Senior Secured Notes due 2020, the Second-Priority Springing Lien Notes due 2021 (together, the Senior Notes ), the ABL Facility (as defined herein) and the Cash Flow Facility (as defined herein), rank equally with all our existing and future senior subordinated debt and rank senior to all our existing and future subordinated debt. The Notes are guaranteed on an unsecured senior subordinated basis by each of Momentive s existing U.S. subsidiaries that is a guarantor under its Cash Flow Facility and each of its future U.S. subsidiaries that guarantee any debt of the Company or the Note Guarantors (the Note Guarantors ). The majority of our business in conducted through non-U.S. subsidiaries that are not guarantors of the Notes. If the Company fails to make payments on the Notes, the Note Guarantors must make them instead (the Note Guarantees ). We have not applied, and do not intend to apply, for listing of the Notes on any national securities exchange or automated quotation system. The selling security holders may sell the Notes covered by this prospectus in one or more transactions, directly to purchasers or through underwriters, brokers or dealers or agents, in public or private transactions, at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. See Plan of Distribution. Momentive will not receive any proceeds from the resale of the Notes hereunder. See Risk Factors beginning on page 13 of this prospectus 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 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. Table of Contents We use our global platform to deliver products to companies efficiently on a worldwide basis. Many of our customers are expanding internationally to serve developing areas in Asia, Eastern Europe, Latin America, India and Russia. Maintaining close proximity to our international customers allows us to serve them more quickly and efficiently and thus build strong relationships. Attractive Intermediate Position. We produce siloxane, the key intermediate required to manufacture silicones, in the United States, Germany and Japan, and source siloxane from a joint venture in China. This manufacturing capacity is sufficient to meet the substantial majority of our current requirements for siloxane. We also source a portion of our requirements through long-term and/or supply agreements. We believe this combination of siloxane supply, along with our ability to purchase siloxane from other suppliers when pricing is advantageous, reduces our overall cost structure and strengthens our overall competitiveness. Leading Fused Quartz and Specialty Ceramics Producer. We believe we are a global leader in the fused quartz and ceramics product markets in which we compete. In particular, we believe we are the largest manufacturer of quartz products for the semiconductor end-market and the second largest manufacturer of quartz products for fiber optics. Our leadership position and profitability are driven by several factors, including strong customer relationships and the precise quality and purity specifications of our products. Additionally, we believe we are a leader in several ceramic materials end-markets, including cosmetic additives. Risk Factors Despite our competitive strengths discussed above, investing in the Notes involves a number of risks, including: Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under our debt obligations. As of December 31, 2012, we had $3,116 million of consolidated outstanding indebtedness, including short-term borrowings, and, based on the consolidated indebtedness, our annualized cash interest expense is projected to be approximately $291 million based on interest rates at December 31, 2012 without giving effect to any subsequent borrowings under the previous revolving credit facility, the ABL Facility or the Cash Flow Facility, of which $288 million would represent cash interest expense on fixed-rate obligations; If global economic conditions weaken, it will continue to negatively impact our business, results of operations and financial condition; We may be unable to achieve the cost savings or synergies that we expect to achieve from our strategic initiatives, including the Momentive Combination, which would adversely affect our profitability and financial condition; Fluctuations in direct or indirect raw material costs could have an adverse impact on our business; and We depend on certain of our key executives and our ability to attract and retain qualified employees. For a discussion of the significant risks associated with our business, our industry and investing in the Notes, you should read the

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+PROSPECTUS SUMMARY This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including "Risk Factors" and the financial statements and related notes, included elsewhere in this prospectus. The Company History The Company is an electrical-use manager that provides light emitting diode (LED) lights, products and energy management services to customers in the People s Republic of China ("China" or the "PRC"). The Company was incorporated in the State of Delaware in April 2011 and was formerly known as Boxwood Acquisition Corporation ("Boxwood"). On October 28, 2011, Boxwood changed its name to Greenpower International Group Limited ("Greenpower Delaware"). Thereafter, in February 2012, the Company acquired Greenpower International Group Limited, a company incorporated in the British Virgin Islands ("Greenpower BVI") in a stock-for-stock transaction (the "Acquisition"). Prior to the Acquisition, Greenpower Delaware had no ongoing business or operations and was established for the purpose of completing a business combination with a target company, such as Greenpower BVI and Guoning (as defined below). Greenpower BVI has management and voting control of Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong, China ("Guoning"), through a variable investment entity structure. Greenpower BVI was incorporated in the British Virgin Islands in September 2011. The operations of the Company and its business are conducted through Guoning. The Company holds management and voting control in Guoning via Greenpower BVI through contractual arrangements between Guoning and Greenpower BVI. The Company does not, however, own the equity of Guoning, and instead exercises its control in Guoning through the variable investment entity structure involving Greenpower BVI. The entities comprising the Company have no material assets or revenues other than from Guoning. Aside from Guoning, the Company will not regularly maintain sizeable assets or generate consistent revenues (other than from Guoning, via the VIE Agreements with Guoning, or indirectly, as a seller of Guoning's products). Guoning was formed in January 2011 and was formerly known as Shenzhen Muren Technology Industry Co., Ltd. ("Muren"). Muren was incorporated in March 2004 in the Guangdong Province, Shenzhen City of the PRC as a limited liability company. Prior to January 2011, Muren was in the business of purchasing, assembling, and furnishing customized, made to customer order laboratory equipment, furniture and lighting instruments. In January 2011, in connection with the execution of an equity transfer agreement, one of Muren s two shareholders, transferred his ownership to the other shareholder, with the latter shareholder becoming the Chairman of a newly registered entity, Guoning. Pursuant to that agreement, Muren s prior business in laboratory equipment and furniture was divested to the transferring shareholder, leaving a focus on the LED lighting business going forward in Guoning. Following the separation of the entities, both Muren and Guoning exist as independent companies and manage their own independent, respective businesses. The separation of the entities, Muren and Guoning, was conducted under the supervision of the administrative bureau of industry and commerce in China. The two companies now coexist in the marketplace and are fully independent in all respects, including in their personnel, operations and finance. There are no current or prospective business relationships between the companies or their personnel. Moreover, the personnel of each of Guoning and Muren, respectively, do not participate in any management or operations of the other entity (and vice-versa). Greenpower Delaware is located at 1311 S. Bromley Avenue, West Covina, CA 91790. The main phone number of Greenpower Delaware is (312) 622-7670. Guoning is located at Room 701-702, Changhong Science and Technology Building, Southern District in High-tech Industrial Park, Nanshan District, Shenzhen, China. Business The Company is in the business of energy management, with the primary objective of commercializing energy-saving lighting products and services in China. The Chinese government is sponsoring tax and other government incentives for companies to enter into energy management contracts ("EMC") (alternatively known as energy performance contracts ("EPC")). A typical EMC is an agreement whereby an industrial business or large user of electricity hires a company to manage their electrical use. The Company presently focuses on entering into EMCs with outdoor advertising (billboard) companies, essentially replacing the traditional lights on the outdoor advertising with LED lights. The Company receives a share of the reduction in the electrical bill received by the customer. The Company also sells LED lights to consumers and businesses via direct sales or wholesale to other retailers. Greenpower International Group Limited and subsidiary CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY Accum Other Amount Discount on Additional Paid Comprehensive Accumulated Shares (par $0.0001) Common Stock In Capital Income Deficit Total Balance at September 16, 2011 (Inception) - $ - $ - $ - $ - $ - $ - Foreign currency translation - - - - 31,688 - 31,688 Common stock issued at a discount 10,000,000 1,000 (1,000 ) - - - - Equity investment - - - 2,572,503 - - 2,572,503 Net loss - - - - - (400,593 ) (400,593 ) Balance at December 31, 2011 (3) 10,000,000 1,000 (1,000 ) 2,572,503 31,688 (400,593 ) 2,203,598 Foreign currency translation - - - - 3,595 - 3,595 Share exchange pursuant to merger agreement 10,000,000 1,000 - (1,000 ) - - - Recapitalization 1,000,000 100 - (100 ) - - - Proceeds from director - - - 139,014 - - 139,014 Net loss - - - - - (1,271,254 ) (1,271,254 ) Balance at September 30, 2012 (unaudited) 21,000,000 $ 2,100 $ (1,000 ) $ 2,710,417 $ 35,283 $ (1,671,847 ) $ 1,074,953 (3) The December 31, 2011 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2. The accompanying notes are an integral part of these consolidated financial statements Boxwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY For the Period from April 20, 2011 (Inception) to May 10, 2011 Additional Total Common Stock paid-in Accumulated Stockholders' Shares Amount Capital deficit Equity Balance, April 20, 2011 - $ - $ - $ - Shares issued for cash 20,000,000 2,000 - 2,000 Additional paid-in capital 750 750 Accumulated deficit - - (750 ) (750 ) Balance, May 10, 2011 20,000,000 $ 2,000 $ 750 $ (750 ) $ 2,000 See the accompanying notes to the financial statements. SHENZHEN MUREN TECHNOLOGY INDUSTRY CO., LTD. STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY Accumulated Other Registered Comprehensive Accumulated Capital Income Deficit Total Balance at December 31, 2008 $ 604,084 $ 123,039 $ (321,467 ) $ 405,656 Foreign currency translation - (273 ) - (273 ) Net loss - - (8,244 ) (8,244 ) Balance at December 31, 2009 604,084 122,766 (329,711 ) 397,139 Foreign currency translation - 11,843 - 11,843 Net loss - - (65,921 ) (65,921 ) Balance at December 31, 2010 $ 604,084 $ 134,609 $ (395,632 ) $ 343,061 The accompanying notes are an integral part of these financial statements SHENZHEN GUONING NEW ENERGY INVESTMENT CO., LTD. STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) For the nine months ended September 30 2011 2010 Sales, net $ 47,865 $ 24,607 Cost of sales - 19,810 Gross profit 47,865 4,797 Operating expenses: Selling expense 1,155 - General and administrative expenses 252,557 4,679 Total operating expenses 253,712 4,679 Operating income (loss) (205,847 ) 118 Other income 765 22 Other expense (355 ) - Total other income 410 22 Income (loss) before taxes (205,437 ) 140 Income taxes 1,001 43 Net income (loss) from continuing operation (206,438 ) 97 Discontinued operation: Loss from discontinued operation - (2,571 ) Loss on sale of business (1,917 ) - Income tax - 394 Net loss from discontinued operation (1,917 ) (2,965 ) Net loss (208,355 ) (2,868 ) Other comprehensive income: Foreign currency translation adjustment 46,038 8,015 Net comprehensive income (loss) $ (162,317 ) $ 5,147 The accompanying notes are an integral part of these financial statements GREENPOWER INTERNATIONAL GROUP LTD. (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY Common Stock Total Shares Amount (Par $1) Discount on Common Stock Retained Earning Stockholders' Equity Balance, September 16, 2011 (inception) - $ - $ - $ - $ - Common stock issued at a discount 50,000 50,000 (50,000 ) - - Net income - - - - - Balance, September 30, 2011 50,000 $ 50,000 $ (50,000 ) $ - $ - See the accompanying notes to the financial statements Greenpower International Group Limited CONSOLIDATED BALANCE SHEET December 31 2011 ASSETS Cash $ 76,850 Net investment in direct financing leases - current, net of unearned income 5,844 Advances to related parties 317,899 Prepaid expense 55,000 Inventory, net 4,746 Other receivable 40,770 Total Current Assets 501,109 Deposits 19,554 Advances to suppliers 1,588,840 Net investment in direct financing leases - noncurrent, net of unearned income 65,275 Equipment, net 175,672 Total Noncurrent Assets 1,849,341 Total Assets $ 2,350,450 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 17,852 Accrued liabilities 120,070 Related party payable 3,223 Taxes payable 1,735 Other payable 3,972 Total Current Liabilities 146,852 Total Liabilities 146,852 Stockholders' Equity Common stock, $1 par value, 50,000 shares authorized; 50,000 shares issued and outstanding 50,000 Discount on common stock (50,000 ) Additional paid-in capital 2,572,503 Accumulated other comprehensive income 31,688 Accumulated deficit (400,593 ) Total Stockholders' Equity 2,203,598 Total Liabilities and Stockholders' Equity $ 2,350,450 The accompanying notes are an integral part of these consolidated financial statements GREENPOWER INTERNATIONAL GROUP LTD. (Formerly BOXWOOD ACQUISITION CORPORATION) (A Development Stage Company) Statement of Changes in Stockholders Equity Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity Balance, April 20, 2011 (inception) - $ - $ - $ - $ - Shares issued for cash 30,500,000 3,050 - - 3,050 Stock redemption (19,500,000 ) (1,950 ) - - (1,950 ) Shareholders' contributions - - 750 - 750 Net loss - - - (1,150 ) (1,150 ) Balance, December 31, 2011 11,000,000 $ 1,100 $ 750 $ (1,150 ) $ 700 The accompanying notes are an integral part of these financial statements Guoning began a new LED-centric business model after divesting in its separation with Muren its prior laboratory equipment and furniture business component in 2011. After seven years of concentrating in LED product research and development and related sales, Guoning undertook a new strategic development positioning in 2010, developed , ' ': Guoning Mode based on energy management contracts (EMC) and is transitioning its business model to a professional energy saving service provider. By pursuing this niche market opportunity in the EMC arena, Guoning, which initially focused in 2011 on the field of outdoor advertisement lighting energy saving products, now has developed the capability to become a diversified national energy saving service provider. The Company has found its product specialty in the pillar billboard lighting marketplace, and plans to steadily penetrate into interior lighting (e.g. factories, large shopping malls, offices, hotels, banks and families etc.), and functional lighting (e.g. direction lighting, decorating lighting, traffic lighting, special lighting such as fish-gathering lamp, etc.) markets based on its anticipated strength of product research capabilities. The Company aims to be a professional, comprehensive lighting energy saving service operator and smart energy saving lighting product seller around the world. The Company eventually intends to expand into all areas of lighting products via strategic partnerships with lighting manufacturers. The Company s new LED business model focuses essentially on energy performance sharing via replacing customers current illumination equipment with energy efficient LED lights and charges based on an agreed percentage of monthly utility bills saved. Currently, the Company s main services business is through the EMC agreements to market these products and services in China. The Company provides customers with LED lights free-of-charge in exchange for entering into five-year or six-year EMC contracts whereby the Company with be entitled to a percentage of the energy savings achieved by the customer on a decreasing scale year –over-year. In the first year, the Company will typically receive 85% of the energy savings, with its share thereafter decreasing by five percentage points (5%) each year over the next four years through the end of the five-year term. In addition, the Company has increased its LED product sales. To date, the Company s LED product sales have generated substantial revenue for the Company and such future revenue may exceed the Company s EMC revenue over the short term. However, the LED product sales revenue is not consistent and may represent one-time sales revenue. The majority of the past LED product sales revenue is a result of one large commission sales with customers in Japan (Komeri) and the balance of the past LED are with smaller customers in China. The Company, through Greenpower BVI, may enter into additional LED sales contracts for sales outside of China. The Company entered into its first contract for EMC services in 2011, and has not completed its performance under such contract (the Company also entered into two other EMC service agreements during 2011, but the contracts were subsequently renegotiated with the customers during 2012. During 2012, the Company has added numerous other EMC contracts, and now has approximately 58 EMC agreements in effect. The Company has also begun to bid on EMC contracts that are outside of the billboard lighting marketplace. In addition, the Company has recently begun to enter into direct LED product sales contracts. Both the EMC and the LED business lines are still unproven and the Company is a new entrant to both markets. Moreover, the EMC service model is a new concept that was just recently introduced to the marketplace, and accordingly, this market has limited history and no long-term track record. The Chinese Government has been promoting the use of LED lighting and the EMC system. The Chinese government has indicated that it would provide a grant and/or reward by an organization, such as the Company, that has entered the EMC business. The Chinese government has also expressed that tax benefits, which include no taxes for the first three years to companies in the energy-savings sector are appropriate. The Company has 13 affiliate locations and expects to maintain at least 6 showroom locations. The Company has entered into written agreements with 21 such agencies to provide showrooms, and 6 of these agents are already in the process of setting up and designing the actual showroom locations to provide fixed office locations in most provinces in China and in major cities. All of the affiliate locations and the showrooms have entered into written contractual agreements with Guoning to act in their respective capacities. All showrooms operate under a written franchise agreement with Guoning which may or may not require that the showrooms sell Guoning products exclusively. Each affiliate location has been registered consistent with PRC laws and the showroom locations are not yet operational and will not be operational until registration consistent with PRC laws occurs. Sales are expected to be spread evenly through cities in most Chinese provinces. The Company plans to have customers that are government, private individuals and entities. The Company is currently in the process of developing new products, such as LED lights for tunnels, street lights and fishing boat lights (underwater). Based on contractual arrangements, the showrooms expected to be maintained by the Company are proposed for several core functions, including: (a) offering a unique experience of high-end technology products to customers who run businesses involved in energy conservation; and (b) product marketing (i.e. users can experience products from Guoning directly to see the effects of energy conservation). Guoning plans to require that the showrooms use the Company s logo(s) and insignia, and that the showrooms only manage products from Guoning. Further, the showrooms are expected to be responsible for their own respective management, financial affairs and operations. The showroom agents are expected to purchase products from Guoning directly and then sell these products in order to make a profit and/or sell products of Guoning on a traditional commission-based arrangement. Greenpower International Group Limited AND SUBSIDIARy CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, 2012 2011 Operating Activities Net loss $ (1,271,254 ) $ (317,124 ) Adjustments to reconcile net loss to cash flows from operating activities: Depreciation 19,719 12,287 Loss on disposal of discontinued operations - 6,354 Provision for inventory allowance (10,783 ) (18,125 ) Changes in operating assets and liabilities: Accounts receivable (136,527 ) - Prepaid expense 15,834 (33,753 ) Inventory (316,675 ) (6,052 ) Other receivable (53,023 ) (1,113 ) Deposits (55,398 ) (2,631 ) Advances to suppliers - (771,567 ) Lease payment receivable (1,112,712 ) - Unearned income 769,118 - Accounts payable 584,176 - Accrued liabilities 37,851 73,215 Received in advance 171,838 837 Taxes payable 14,865 (649 ) Other payable 31,105 6,300 Deposits from franchisees 37,913 - Net cash used in operating activities (1,273,951 ) (1,052,022 ) Investing Activities Purchase of equipment (183,135 ) (47,122 ) Net cash used in investing activities (183,135 ) (47,122 ) Financing Activities Proceeds from director 139,014 309,242 Proceeds from issuance of common stock warrants - 2,190,548 Short term borrowings 517,481 - Repayment to related parties (305,307 ) - Proceeds from related parties 1,038,245 - Net cash provided by financing activities 1,389,433 2,499,790 Effect of change in exchange rate on cash 3,780 31,962 Net change in cash during the period (63,873 ) 1,432,608 Cash, beginning of period 76,850 297,205 Cash, end of period $ 12,977 $ 1,729,813 The accompanying notes are an integral part of these consolidated financial statements FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 1 Balance Sheet as of May 10, 2011 2 Statement of Operations for the period from April 20, 2011 (Inception) to May 10, 2011 3 Statement of Changes in Stockholders Equity for the Period from April 20, 2011 (Inception) to May 10, 2011 4 Statement of Cash Flows for the period from April 20, 2011 (Inception) to May 10, 2011 Boxwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS For the Period from April 20, 2011 (Inception) to May 10, 2011 For the period from April 20, 2011 (inception) to May 10, 2011 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (750 ) Net Cash Provided by Operating Activities (750 ) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from the issuance of common stock $ 2,000 Proceeds from stockholders' additional paid-in capital 750 Net Cash Flows from Financing Activities 2,750 Net Increase in Cash 2,000 Cash at Beginning of Period - Cash at End of Period $ 2,000 See the accompanying notes to the financial statements. index to THE financial statements Report of Independent Registered Public Accounting Firm 1 Balance Sheets at December 31, 2010 and 2009 2 Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2010 and 2009 3 Statements of Changes in Stockholders Equity for the Years Ended December 31, 2010 and 2009 4 Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 SHENZHEN MUREN TECHNOLOGY INDUSTRY CO., LTD. STATEMENTS OF CASH FLOWS For the year ended December 31 2010 2009 Operating Activities Net loss $ (65,921 ) $ (8,244 ) Adjustments to reconcile net income to cash flows from operating activities: Depreciation 442 763 Operating activities of discontinued operations 359,897 42,668 Changes in operating assets and liabilities: Accounts receivable 17,170 (17,170 ) Prepaid expense (29,178 ) - Deposits (14,519 ) (912 ) Accrued expenses (1,770 ) 1,770 Taxes payable 474 165 Net cash provided by operating activities 266,595 19,040 Financing Activities Advances to related parties 15,714 (15,714 ) Net cash provided by (used in) financing activities 15,714 (15,714 ) Effect of change in exchange rate on cash 11,843 (273 ) Net change in cash during the period 294,152 3,053 Cash, beginning of period 3,053 - Cash, end of period $ 297,205 $ 3,053 Supplemental Cash Flow Information Cash paid for interest $ - $ - Cash paid for taxes $ 71 $ 91 The accompanying notes are an integral part of these financial statements SHENZHEN GUONING NEW ENERGY INVESTMENT CO., LTD. STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY Accumulated Other Registered Common Stock Additional Paid-In Comprehensive Capital Warrants Capital Income Accumulated Deficit Total Balance at December 31, 2008 $ 604,084 $ - $ - $ 123,039 $ (321,467 ) $ 405,656 Foreign currency translation - - - (273 ) - (273 ) Net loss - - - - (8,244 ) (8,244 ) Balance at December 31, 2009 604,084 - - 122,766 (329,711 ) 397,139 Foreign currency translation - - - 11,843 - 11,843 Net loss - - - - (65,921 ) (65,921 ) Balance at December 31, 2010 604,084 - - 134,609 (395,632 ) 343,061 Foreign currency translation - - - 46,038 - 46,038 Proceeds from Director - - 309,242 - - 309,242 Issuance of common stock warrants - 2,190,548 - - - 2,190,548 Net loss - - - - (208,355 ) (208,355 ) Balance at September 30, 2011 (Unaudited) $ 604,084 $ 2,190,548 $ 309,242 $ 180,647 $ (603,987 ) $ 2,680,534 The accompanying notes are an integral part of these financial statements FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 1 Balance Sheet as of September 30, 2011 2 Statement of Operations for the Period from September 16, 2011 (Inception) to September 30, 2011 3 Statement of Changes in Stockholders Equity for the Period from September 16, 2011 (Inception) to September 30, 2011 4 Statement of Cash Flows for the Period from September 16, 2011 (Inception) to September 30, 2011 GREENPOWER INTERNATIONAL GROUP LTD. (A Development Stage Company) STATEMENT OF CASH FLOWS For the period from September 16, 2011 (inception) to September 30, 2011 OPERATING ACTIVITIES Net income $ - Net cash used in operating activities - Net change in cash - Cash at Beginning of Period - Cash at End of Period $ - See the accompanying notes to the financial statements Greenpower International Group Limited CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS From September 16, 2011 (Inception) to December 31, 2011 Revenue, net Products $ 25,189 Leases 9,294 Total revenue, net 34,483 Cost of revenue Products 14,687 Leases - Total cost of revenue 14,687 Gross profit 19,796 Operating expenses: Selling expense 34,801 General and administrative expenses 385,587 Total operating expenses 420,388 Operating loss (400,592 ) Other income 384 Other expense (385 ) Total other income (1 ) Loss before taxes (400,593 ) Income taxes - Net loss (400,593 ) Other comprehensive income: Foreign currency translation adjustment 31,688 Net comprehensive loss $ (368,905 ) Loss per share - basic and diluted $ (8.01 ) Weighted average shares - basic and diluted 50,000 The accompanying notes are an integral part of these consolidated financial statements FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 1 Bal Balance Sheet as of December 31, 2011 2 Statement of Operations for the Period from April 20, 2011 (Inception) to December 31, 2011 3 Sta Statement of Changes in Stockholders Equity for the Period from April 20, 2011 (Inception) to December 31, 2011 4 Stat Statement of Cash Flows for the Period from April 20, 2011 (Inception) to December 31, 2011 GREENPOWER INTERNATIONAL GROUP LTD. (Formerly BOXWOOD ACQUISITION CORPORATION) (A Development Stage Company) Statement of CASH FLOWS For the period from April 20, 2011 (inception) to Dec 31, 2011 OPERATING ACTIVITIES Net loss $ (1,150 ) Changes in operating assets and liabilities Accrued liabilities 400 Net cash used in operating activities (750 ) FINANCING ACTIVITIES Proceeds from the issuance of common stock 3,050 Redemption of common stock (1,950 ) Proceeds from stockholders' additional paid-in capital 750 Net cash provided by financing activities 1,850 Net Increase in Cash 1,100 Cash at Beginning of Period - Cash at End of Period $ 1,100 The accompanying notes are an integral part of these financial statements The Company plans to market directly to the customer without substantial use of traditional media or advertising campaigns. The Company believes that based on its innovative business model, many companies may try to imitate the model once introduced into the marketplace, and that imitators will potentially bring a negative influence to this new business model (if, for example, these imitators do not operate their business well). Hence, the Company does not plan to conduct heavy traditional advertising, but instead plans to reach target customers directly through limited, targeted media activities. For example, recently, Guoning released a promotion in a major media magazine in China to reach significant expressway customers that are likely to read this publication. In addition, Guoning was a title sponsor of the World Miss Pageant Conference in China. The Company also plans other targeted advertising and media blitzes that are likely to directly reach target customers for the Company s products. Guoning has established an affiliate office structure staffed with non-employees rather than directly owned subsidiaries in order to develop franchisees and encourage contractor partners to provide timely and comprehensive services to localized customers in order to promote Guoning. The Company undertakes comprehensive training in all of its affiliate offices, and contractors must ensure professional operation work flow. The Company ranks service quality as its top priority to ensure operational quality by providing the best product mix of lighting equipment materials and quality service. Pursuant to the Company s contracts with its affiliates, the affiliate office locations are not independent legal entities, and all of their operations and business shall be subject to authorization by the Company management through contractual agreements between the affiliates and Guoning. Affiliate offices shall have the authority to enter into contracts and business agreements pursuant to defined authority granted by the Company. Further, the Company has adopted and plans to maintain a set of policies and procedures (such as, for example, with respect to file management, contract management, use of Company insignia and seals, etc.) that internally govern its management and supervision of affiliate offices. Each affiliate office possesses a license to operate (in the name personally of the Chairman of the Board of Guoning) issued by the Chinese government. Pursuant to the Company s contracts with its affiliates, affiliate offices will be managed by their respective financial departments, each of which report to the Company s finance department. The Company will select affiliate office general and financial managers based on meeting at least a minimum set of suitable education and work experience. Initially, and on an ongoing basis, the Company is expected to provide training and skills assessment evaluations with affiliate office personnel. The affiliate office general and financial managers will report directly to the Company management and will be responsible for affiliate office management. In managing affiliate offices, the Company plans for each affiliate location to have its own bank account and accounting statements as an affiliate office of Guoning. The affiliate offices will be dedicated solely to the Company and will not transfer monies or assets or perform other services or work, without the consent of Guoning. Affiliate offices will be required to obtain approval from Guoning prior to opening a bank account, and Guoning may directly access and/or manage such accounts at any time and on a regular, ongoing basis. Affiliate offices may use the Guoning corporate name as well as corporate insignia and seals, provided that such use must strictly be controlled by the affiliate management and comply with acceptable use standards issued by Guoning. Each affiliate office is only permitted to sell products and services of Guoning, and it may not sell products or services of any other company. Generally, affiliate offices are contractually required to finish the improvement of energy saving of 900 lamps of LED floodlights within two months of the affiliate office s establishment. If this timeline cannot be met, the affiliate office may sanction its office management and deduct profit sharing amounts payable to the office. Once the affiliate office location completes its requirement for improvement of energy saving of 900 lamps, the Company shall obtain the first benefit and recoup its startup cost of 30,000 RMB immediately. Then, based on the contract, generally about 8% to 10% (depending on total volume of lamps) of received monies shall be paid to the affiliate office as compensation. Guoning opens affiliate offices based on marketing conditions that it perceives to be beneficial for its business combined with the need for Guoning to efficiently develop its business across China. Opening affiliate offices allows Guoning an efficient means to enter regional markets by working in cooperation with local individuals that are more familiar with the regional conditions (e.g. geography, marketing, etc.). Guoning believes that this approach is more effective than if Guoning were to enter these markets itself rather than through cooperation with local representatives. The Company hopes that these efforts will be successfully in quickly growing Guoning s presence across China. Greenpower International Group Limited AND SUBSIDIARy NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – BUSINESS Organization and description Greenpower International Group Limited (the "Company," "We," or "Us.") (formerly Boxwood Acquisition Corporation) was incorporated on April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On June 2, 2011, the Company filed a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934 by which it registered its class of common stock. The accompanying consolidated financial statements include the financial statements of the Company, its wholly owned subsidiary, and an affiliated PRC entity that is controlled through contractual arrangements. On February 10, 2012, the Company, effected the acquisition of Greenpower International Group Limited of British Virgin Islands ("Greenpower BVI") through the exchange of 10,000,000 shares of voting common stock of Company for all the 50,000 outstanding shares of Greenpower BVI at an exchange ratio of 200 shares of the Company for each share of Greenpower BVI (the "Acquisition"). Greenpower BVI was incorporated in the British Virgin Islands in September 2011. As a result of the Acquisition, Greenpower BVI has become a wholly owned subsidiary of the Company and the Company has taken over the management and control of Greenpower BVI. The Company has taken over the operations and business plan of Greenpower BVI, which has management and voting control over Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong, China ("Guoning"), through a variable investment entity ("VIE") structure pursuant to contractual agreements dated October 26, 2011 and subsequently strengthened in February 2012. Guoning was formed in January 2011 and was formerly known as Shenzhen Muren Technology Industry Co., Ltd. ("Muren"). Muren was incorporated in the Guangdong Province, Shenzhen City of the People s Republic of China (the "PRC") on March 4, 2004 as a limited liability company with no common shares issued or outstanding. Prior to January 4, 2011, Guoning was in the business of purchasing, assembling, and furnishing customized, made to customer order laboratory equipment, furniture and lighting instruments. On January 4, 2011, in connection with the execution of an Equity Transfer Agreement (the "Agreement"), Mr. RenHua He ("He"), the vice president and one of the two shareholders, transferred his ownership to the other shareholder, Mr. Jiong Zhang ("Zhang"), who became the Chairman of a newly registered entity, Guoning. Pursuant to the Agreement, Guoning s prior business in laboratory equipment and furniture was divested to He, leaving a focus on the LED lighting business going forward. In addition to selling light bulbs as a distributor, management began a new business model after divesting the prior business component in January 2011. The new business model, Energy Management Contract ("EMC"), focuses on energy performance sharing via replacing customers current illumination equipment with energy efficient LED lights and charges based on an agreed percentage of savings on monthly utility bills. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The results of the nine month periods ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012. Boxwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) Notes to the Financial Statements NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES NATURE OF OPERATIONS Boxwood Acquisition Corporation ("Boxwood" or "the Company") was incorporated on April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Boxwood has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders and filing this registration statement. Boxwood will attempt to locate and negotiate with a business entity for the combination of that target company with Boxwood. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Boxwood will be successful in locating or negotiating with any target company. Boxwood has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. INCOME TAXES Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. SHENZHEN MUREN TECHNOLOGY INDUSTRY CO., LTD. NOTES TO FINANCIAL STATEMENTS NOTE 1 – BUSINESS Organization and description Shenzhen Muren Technology Industry Co., Ltd. ("Muren," "we," "us" and/or the "Company") was incorporated in the Guangdong Province, Shenzhen City of the People s Republic of China (the "PRC") on March 4, 2004 as a limited liability company with authorized share capital of RMB 5,000,000, with no common shares issued or outstanding. Prior to January 4, 2011, the Company was in the business of purchasing, assembling, and furnishing customized, made to customer order laboratory equipment, furniture and lighting instruments. On January 4, 2011, in connection with the execution of an Equity Transfer Agreement (the "Agreement"), Mr. Ren Hua He ("He"), the vice president and one of the two shareholders, transferred his ownership to the other shareholder, Mr. Jiong Chang ("Chang"), who became the Chairman of a newly registered entity, Shenzhen Guoning New Energy Investment Co., Ltd. ("Guoning"). Pursuant to the Agreement, the Company s prior business in laboratory equipment and furniture was divested to He, leaving a focus on the LED lighting business going forward. See Note 5 – Discontinued Operations. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in the Company s financial statements include, but are not limited to, valuation of accounts receivable, inventories and estimation on useful lives and residual values of property, plant and equipment. Actual results could differ from those estimates. Concentrations of risks Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, trade receivables and advances to suppliers. As of December 31, 2010 and 2009, part of the Company's cash was held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade receivables and advances to suppliers, the Company extends credit based on evaluations of the customers' and suppliers' financial position and business history with the Company. The Company generally requires prepayments serving as collateral down payments from customers and is required to make deposits to suppliers. index to THE financial statements Balance Sheets at September 30, 2011 and December 31, 2010 3 Statements of Operations and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2011 and 2010 4 Statements of Changes in Stockholders Equity for the Years Ended December 31, 2010 and 2009 and for the Nine Months Ended September 30, 2011 5 Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 SHENZHEN GUONING NEW ENERGY INVESTMENT CO., LTD. STATEMENTS OF CASH FLOWS (Unaudited) For the nine months ended September 30 2011 2010 Operating Activities Net loss $ (208,355 ) $ (2,868 ) Adjustments to reconcile net loss to cash flows from operating activities: Depreciation 7,933 370 Operating activities of discontinued operation 1,886 (9,694 ) Changes in operating assets and liabilities: Accounts receivable (576 ) 14,695 Advances to suppliers (785,060 ) - Prepaid expense (35,340 ) - Deposits (3,204 ) (4,388 ) Accrued liabilities 74,402 (625 ) Taxes payable 7,610 (149 ) Customer deposits 852 817 Other payable 6,410 75 Net cash (used in) provided by operating activities (933,442 ) (1,767 ) Investing Activities Purchase of equipment (122,348 ) - Net cash used in investing activities (122,348 ) - Financing Activities Advances to related parties - 15,714 Proceeds from Director 309,242 - Proceeds from issuance of common stock warrants 2,190,548 - Net cash provided by financing activities 2,499,790 15,714 Effect of change in exchange rate on cash 46,038 8,015 Net change in cash during the period 1,490,038 21,962 Cash, beginning of period 297,205 3,053 Cash, end of period $ 1,787,243 $ 25,015 Supplemental Cash Flow Information Cash paid for interest $ - $ - Cash paid for taxes $ 1,001 $ 68 The accompanying notes are an integral part of these financial statements GREENPOWER INTERNATIONAL GROUP LTD. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES NATURE OF OPERATIONS Greenpower International Group Ltd. ("Greenpower" or "the Company") was incorporated under the laws of British Virgin Islands on September 16, 2011. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. On October 26, 2011, the Company entered into a set of variable investment entity agreements ("VIE Agreements") with Shenzhen Guoning New Energy Investment Co., Ltd., a company formed under the laws of Guangdong, China ("Guoning"). The VIE Agreements specify, among other things, that: (1) Greenpower will provide Guoning with guidance and instructions on daily operations, financial management and employment issues; (2) Greenpower shall have the right to appoint or remove Guoning s directors and officers; (3) Guoning will pledge its accounts receivable and of its assets to Greenpower; (4) Guoning will not sell, assign, transfer or encumber any assets or interests value at 100 RMB or more, without the written consent of Greenpower; and (5) Guoning will pay 100% of its net revenue to Greenpower for each fiscal year during the term. The term of the foregoing provisions is for 100 years and may be extended at the option of Greenpower for an additional 100 years. In connection with the VIE Agreements, Guoning also granted an irrevocable power of attorney to Greenpower specifying that the latter shall have full authority to act as the former s attorney in fact for any and all lawful purposes. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. INCOME TAXES The Company has implemented certain provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. Greenpower International Group Limited CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY Accumulated Common Stock Additional Other Amount Discount on Paid-In Comprehensive Accumulated Shares (Par $1) Common Capital Income Deficit Total Balance at September 16, 2011 (Inception) - $ - $ - $ - $ - $ - $ - Foreign currency translation - - - - 31,688 - 31,688 Common stock issued at a discount 50,000 50,000 (50,000 ) - - - - Equity investment - - - 2,572,503 - - 2,572,503 Net loss - - - - - (400,593 ) (400,593 ) Balance at December 31, 2011 50,000 $ 50,000 $ (50,000 ) $ 2,572,503 $ 31,688 $ (400,593 ) $ 2,203,598 The accompanying notes are an integral part of these consolidated financial statements GREENPOWER INTERNATIONAL GROUP LTD. (Formerly BOXWOOD ACQUISITION CORPORATION) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES NATURE OF OPERATIONS Greenpower International Group Ltd., formerly Boxwood Acquisition Corporation ("Boxwood") was incorporated under the laws of the State of Delaware on April 20, 2011 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On October 28, 2011 the shareholders of Boxwood and the Board of Directors unanimously approved the change of Boxwood s name to Greenpower International Group Ltd. ("Greenpower" or the "Company"), increased the authorized number of shares of common stock to 500,000,000 and filed such changes with the state of Delaware. The following events occurred which resulted in a change of control of Boxwood: On October 28, 2011, Boxwood redeemed from its then two shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of par value ($0.0001) per share for an aggregate redemption price of $1,950; On October 28, 2011, the shareholders of the Corporation elected new directors and the existing directors of the Corporation resigned and simultaneously, new officers were appointed; On October 31, 2011, Boxwood issued 10,500,000 shares of common stock at par value for an aggregate of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock to new unrelated third party investors, resulting in a change in ownership. Greenpower has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. On February 10, 2012, the Company acquired Greenpower International Group Limited, a company incorporated in the British Virgin Islands ("Greenpower BVI") in a stock-for-stock transaction (the "Acquisition"). Pursuant to the Acquisition, the shareholders of Greenpower BVI agreed to transfer to the Company each share of common stock of Greenpower BVI in consideration for shares of the Company. Specifically, on February 10, 2012, the Acquisition was effected by the Company through the exchange of 10,000,000 shares of voting common stock of the Company for all the 50,000 outstanding shares of Greenpower BVI at an exchange ratio of 200 shares of the Company for each share of Greenpower BVI (the "Acquisition"). The Company has taken over the operations and business plan of Greenpower BVI, which has management and voting control over Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong, China ("Guoning"), through a variable interest entity structure. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Risks and Uncertainties facing the Company The Company has a limited operating history in its new LED business since 2011 and has continuously experienced losses. The Company needs to generate revenue or locate additional financing in order to continue its business and operational plans. As a company whose primary focus is building a new business, management of the Company has limited prior experience in building and marketing the LED products similar to that of the Company and in marketing and distributing such products on a mass scale. One of the biggest challenges facing the Company is identifying and targeting effective sales, marketing and distribution strategies. As a company building a new business in an emerging market, the Company is continuously in the process of identifying and targeting potential distributors and marketers of its products in order to reach the intended end users for the products. To reach potential end customers, the Company will need to have an effective sales, marketing and distribution strategy. There are also other significant risks and uncertainties that face the Company. The following notes some of these major risks and uncertainties that the Company has identified: (1) discontinuance of government incentives for EMCs, which could significantly reduce demand for the Company s products and services; (2) decrease in energy prices, which would directly affect the Company s revenue; (3) increase in labor costs of the Company, which would materially increase expenses and reduce profitability; (4) increased financing costs; (5) increased costs of manufacturing the Company s products; (6) currency exchange fluctuations, and in particular, in the value of the Chinese remnibi (RMB); (7) an increase in the number of competitors in the Company s marketplace; (8) difficulties in procuring raw materials critical for the Company s products and services; (9) rising costs of raw materials; and (10) the ability to manage and fulfill customer requirements in the event of manufacturing backlogs. Due to financial constraints, the Company has to date conducted limited advertising and marketing to reach end customers. If the Company were unable to develop strong and reliable sources of potential end users and a means to efficiently reach buyers and customers for its products, it is unlikely that the Company could grow its operations to return revenue sufficient to further build its business and execute its long-term plan. Moreover, the above assumes that the Company s products are met with customer satisfaction in the marketplace and exhibit steady adoption of products amongst the potential customer base, neither of which is currently known or guaranteed. The Company s independent auditors have issued a report raising a substantial doubt about the Company s ability to continue as a going concern. A significant risk of the Company is that all of the Company s past revenue and assets have been related to the operations of Guoning, in China. While recently, Greenpower BVI has begun to conduct operations that may start to generate both revenues and assets for the Company, this revenue and/or assets may not represent a consistent source of revenue for the Company and may represent a one-time revenue event. Because the Company s relationship with Guoning is via contractual arrangements and not a direct equity subsidiary structure, there is a risk associated with Guoning and its shareholder nonperformance under those agreements, which could result in the Company having little to no revenue or assets. Trading Market Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board as soon as possible, which may be while this offering is still in process. There can be no

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+Prospectus Summary This summary highlights important information about our business and about this prospectus. This summary does not contain all of the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section titled "Risk Factors" and the consolidated financial statements and notes related to those statements included elsewhere in this prospectus. Unless the context indicates otherwise, we use the terms "Isola", "we", "our", the "Company", and "us" in this prospectus to refer to Isola Group Ltd., and, where appropriate, its consolidated subsidiaries. Unless otherwise indicated, the information contained in this prospectus assumes the completion of the reorganization as described in this prospectus under "Concurrent Transactions" immediately prior to the consummation of this offering. ISOLA GROUP LTD. Overview Isola is a leading global material sciences company that designs, develops and manufactures copper-clad laminate ("CCL") and prepreg (collectively, "laminate materials") used to fabricate advanced multilayer printed circuit boards ("PCBs"). PCBs provide the physical platform for the semiconductors, passive components and connection circuitry that power and control virtually all modern electronics. We focus on the market for high-performance laminate materials, developing proprietary resins that are critical to the performance of PCBs used in advanced electronic applications. We continually invest in research and development ("R&D") and believe that our industry-leading resin formulations, many of which are patented, provide us with a competitive advantage. With 10 manufacturing facilities and three research centers worldwide, as well as a global sales force, we are the largest supplier of laminate materials to PCB fabricators in the United States and Europe, and we are one of the larger suppliers in our addressable Asian market, based on revenue in fiscal year 2011. Our high-performance PCB laminate materials are used in a variety of advanced electronics, including network and communications equipment and high-end consumer electronics, as well as advanced automotive, aerospace, military and medical applications. Demand in these markets is driven by the rapid growth of bandwidth-intensive high-speed data transmission, the expansion of the internet, the emergence of cloud computing and the evolution of increasingly complex communications technology. This has led to an urgent need for the development of the underlying infrastructure to support this growth, including faster and more efficient semiconductor technology. In addition, increasingly pervasive environmental regulations are driving a need for lead-free compatible, high-performance laminate materials. We sell our products globally to leading PCB fabricators, including Ruwel, Sanmina, TTM Technologies, Viasystems and WUS Printed Circuit. These fabricators produce PCBs incorporating our laminate materials for electronic equipment designed or produced by a broad group of major original equipment manufacturers ("OEMs"), including Alcatel-Lucent, Brocade, Cisco, Dell, Ericsson, Google, Hewlett-Packard, Huawei, IBM and Sun Microsystems (now Oracle). We work closely with these leading PCB fabricators and major OEMs to ensure that our high-performance laminate materials incorporating our proprietary resins meet the thermal, electrical and physical performance criteria of each new generation of electronic equipment. We were acquired in 2004 by a group of investors led by TPG, a global private equity firm, and Redfern Partners, a strategic partner and investor in the laminate materials industry. Under the direction of TPG and our management, we have undertaken a number of operational changes that have increased manufacturing efficiencies and improved business processes. We believe that these measures, together with our focus on higher margin high-performance products, provide us with the operating leverage to take advantage of improving economic conditions. Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Isola Group Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 3672 (Primary Standard Industrial Classification Code Number) 38-3853493 (I.R.S. Employer Identification No.) 3100 West Ray Road, Suite 301 Chandler, Arizona 85226 (480) 893-6527 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Raymond P. Sharpe President and Chief Executive Officer Isola Group Ltd. 3100 West Ray Road, Suite 301 Chandler, Arizona 85226 (480) 893-6527 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Steven D. Pidgeon, Esq. DLA Piper LLP (US) 2525 East Camelback Road, Suite 1000 Phoenix, Arizona 85016 (480) 606-5100 Fax: (480) 606-5101 Julia Cowles, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 Fax: (650) 752-2111 MARKET RANKING AND INDUSTRY DATA This prospectus includes estimates of market share and industry data and forecasts that we obtained from industry publications and surveys, including market research firms, government sources, and internal company sources. We commissioned and paid for some of this research. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In addition, certain market and industry data included in this prospectus, and our position and the positions of our competitors within these markets, are based on estimates of our management, which are primarily based on our management's knowledge and experience in the markets in which we operate. These estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. Throughout this prospectus, when we refer to our "addressable" market for PCB laminate materials, or segments of our "addressable" market for PCB laminate materials, we exclude paper and composite segments, portions of the FR-4 and specialty laminate segments, and the internal Japanese market, none of which are addressed by Isola. TRADEMARKS AND TRADE NAMES This prospectus contains registered and unregistered trademarks and service marks of us and our subsidiaries, as well as trademarks and service marks of third parties. All brand names, trademarks and service marks appearing in this prospectus are the property of their respective holders. CONVENTIONS THAT APPLY IN THIS PROSPECTUS Fiscal Year In this prospectus, unless the context requires otherwise, references to fiscal 2012 are for the fiscal year ended December 29, 2012, references to fiscal 2011 are for the fiscal year ended December 31, 2011, references to fiscal 2010 are for the fiscal year ended January 1, 2011, references to fiscal 2009 are for the fiscal year ended December 26, 2009, references to fiscal 2008 are for the fiscal year ended December 27, 2008, references to fiscal 2007 are for the fiscal year ended December 29, 2007, references to fiscal 2006 are for the fiscal year ended December 30, 2006, references to fiscal 2005 are for the fiscal year ended December 31, 2005, and references to fiscal 2004 are for the fiscal year ended December 31, 2004. Technical Terms >"Dielectric" refers to an electrical insulator that can be polarized by an applied electric field. When a dielectric is placed in an electric field, electric charges do not flow through the material, as in a conductor, but only slightly shift from their average equilibrium positions causing dielectric polarization. >"Dielectric Constant" refers to a measure of how close a material comes to free space (air) conditions and how constant these conditions hold through the material. >"Glass Transition Temperature" or "Tg" refers to the temperature in Celsius at which the laminate begins to change between a hard, relatively brittle condition and a viscous, or rubbery, condition. >"Lead-free" refers to laminates or prepreg that are suitable for lead-free soldering in the assembly of finished printed circuit boards. No laminates or prepreg actually contain the element lead. The distinction is important, however, as lead-free solders melt at higher temperatures than solders containing lead, which require laminates and prepreg capable of withstanding the stresses of a higher temperature environment. Table of Contents Our history dates back over 100 years to the founding of Isola Werke AG in Germany in 1912. Isola Werke AG manufactured insulators utilizing the then-revolutionary Bakelite plastic technology, which provided superior insulating and heat resistance properties. We began production of copper-clad epoxy laminates, the direct predecessors of today's PCB laminate products, in the 1960s. In 2006, we acquired the assets of Polyclad Laminates, Inc., which extended our product portfolio and expanded our business in the growing Asian markets. In fiscal 2012, our revenue was $555.5 million, our net loss was $52.9 million and our Adjusted EBITDA was $91.7 million. In fiscal 2011, our revenue was $597.0 million, our net income was $10.0 million and our Adjusted EBITDA was $86.2 million. In fiscal 2010, our revenue was $612.0 million, our net income was $1.2 million, and our Adjusted EBITDA was $92.4 million. For an understanding of our primary non-GAAP metric, Adjusted EBITDA, including a reconciliation to net income, see our discussion of non-GAAP financial measures in "Selected Historical Consolidated Financial and Other Data", included elsewhere in this prospectus. We continue to shift our product mix towards high-growth, high-margin, high-performance laminates. In fiscal 2012, we generated 87% of our gross sales (revenues less certain adjustments, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations") from high-performance laminate products, compared to 68% in fiscal 2008. We witnessed significant migration towards high-performance laminates in Asia, our largest market, with the high-performance category generating 93% of gross sales in fiscal 2012 compared to 76% in fiscal 2008. In Europe, sales of high-performance laminate products grew from 28% of gross sales in fiscal 2008 to 41% of gross sales in fiscal 2012. Europe is a distinct market with standard products accounting for a significant percentage of our laminate sales. However, nearly half of the standard products we sell in Europe are sold to less price-sensitive end-markets, including applications for industrial and medical equipment. In the Americas, high-performance laminate products consistently accounted for at least 97% of gross sales in each fiscal year from 2008 through 2012. Industry Overview and Market Opportunity Current trends and drivers in the PCB laminate materials industry include: >rapidly expanding infrastructure requirements for high-speed data transmission with increasing demand for high-performance PCB laminate materials; >increased performance requirements of advanced electronics requiring high-performance PCB laminate materials; >growing demand for environmentally friendly, lead-free compatible laminate materials; and >greater emphasis on collaboration with OEMs and PCB fabricators. High-performance PCB laminate materials are defined by their superior performance capabilities achieved primarily through the use of advanced resin formulations. These products compete primarily on their technological capabilities and are used in circuit boards that combine eight or more layers, with some applications requiring circuit boards with more than 20 layers. Our high-performance laminate materials have a variety of applications in the end-markets for servers and storage devices, network communications, advanced automotive electronics, high-end consumer electronics, military/aerospace equipment, medical equipment and satellite television receivers. Significant barriers to entry exist within the high-performance PCB laminate materials industry, including capital intensity, long-term customer relationships characterized by pre-production collaboration, and lengthy periods (often up to one year) taken by OEMs to qualify laminates for new products. Once a particular PCB laminate material is designed in or qualified for use in a specific product line and one or more particular laminate suppliers are selected, these suppliers tend to remain suppliers of choice, even as the Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement. If any of the securities being registered on this Form are being 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, 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. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company 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. >"Loss" in the context of a material's characteristics, refers to the ratio of energy dissipated to energy stored. >"Prepreg" is an industry term derived from the contraction of "previously impregnated". Prepreg is a dielectric material that provides electrical insulation properties. It is manufactured, as the term suggests, by the impregnation of fabric with specially formulated resin systems that confer specific electrical, thermal and physical properties to the prepreg. While modern prepreg is generally made from fiberglass fabric, some simple consumer electronics still use prepreg made from paper or paper composite. Prepreg is both a final product and an intermediate-stage product in the manufacture of copper-clad laminate. Table of Contents PCBs for these products change to address OEM product line improvements, extensions or next generation developments. According to Prismark, an independent research firm, our addressable market for PCB laminate materials was $4.8 billion in 2011. Prismark prepared this analysis at our request, and we paid a customary fee for its services. A majority of our high-performance product sales are low-loss laminates used primarily in applications for routers and servers. According to BPA, another independent research firm, the markets for low-loss laminate for routers and servers are expected to grow from 2011 to 2015 at compound annual growth rates (CAGRs) of 10% and 6%, respectively. Our Competitive Strengths We believe that we possess the following competitive strengths, which will enable us to continue to grow our business globally: Product technology leadership. Our significant technology expertise enables us to produce market-leading, high-performance PCB laminate materials. We possess an extensive portfolio of patent and other intellectual property rights covering our proprietary resin formulations, and believe we have pioneered the development of several product categories with "best in class" technology. Our proprietary resin formulations are capable of supporting complex circuit boards used in the most demanding electronic equipment and differentiate our products from commonly available, lower-performance materials. We continue to devote considerable efforts to the research and development of new resin formulations and other PCB laminate materials to meet evolving market needs. Recognized market leadership. We maintain leading market shares, based on revenues, in our addressable markets in the high-Tg and high-speed digital categories within the high-performance segment for PCB laminate materials. According to Prismark, our market share in our high-Tg addressable market increased to 30% in 2011 from 29% in 2010; and our market share in our high-speed digital addressable market increased to 45% in 2011 from 37% in 2010. We have an established reputation as an industry leader and product innovator with strong brand recognition, which we believe will play a significant role in our future growth. Blue-chip customer base served by global strategic manufacturing locations. We have developed strong, long-term relationships with leading global PCB fabricators and the major OEMs they serve. We believe that these collaborative relationships provide us with a competitive advantage and assist us in bringing new products to market in a timely manner. As new products gain market acceptance, many OEMs shift high-volume production to lower cost Asian facilities. Because we maintain state-of-the-art equipment in manufacturing facilities that are strategically located throughout Asia, we are able to seamlessly move laminate production to meet our customers' changing needs. In addition, our global network of plants facilitates quick-turn manufacturing and delivery of product, which reduces our customers' inventory levels and shipping costs. Streamlined manufacturing with significant operating leverage. We seek to achieve continual improvement in our manufacturing and business processes in order to improve quality and reduce costs. We use "six sigma" processes and "lean" best practices; we recently completed the implementation of a sophisticated SAP-based enterprise resource planning ("ERP") system across our global operations which has enhanced our production planning and inventory management capabilities on a worldwide basis. In 2009, we closed three of our manufacturing facilities to improve factory utilization in our remaining facilities, which lowered our fixed and semi-fixed manufacturing costs and improved our remaining manufacturing capacity utilization. Together with other measures, we estimate that these closures reduced our annual net costs by approximately $30.0 million (with approximately $15.0 million first realized in fiscal 2009 and approximately $15.0 million first realized in fiscal 2010). Experienced management team. We have a highly experienced management team comprised of well-respected industry veterans who possess an average of over 20 years of experience in the electronics 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 an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to completion, Dated March 28, 2013 Table of Contents industry. Our management team has a proven track record of implementing sound business practices, including focusing our product development on higher margin products, improving the efficiency of our manufacturing facilities and successfully integrating acquired businesses. Our Growth Strategies We intend to extend our market leadership in the higher margin, high-performance laminate materials market through the following growth strategies: Leverage collaborative relationships and technology leadership to develop innovative solutions. We have implemented focused product development teams to further expand our relationships with leading PCB fabricators and the OEMs they serve. Our product development teams include members of our R&D, technical support and OEM-marketing groups, all working under the direction of our Chief Technology Officer. Our teams actively monitor OEM product developments and engage in regular dialogs with OEMs and their PCB fabricators in order to anticipate and plan for future electrical, thermal and physical product specifications. Through this collaborative effort, we seek to develop innovative laminate materials solutions that meet future OEM product requirements. Further penetrate the Asian market. Many OEMs and PCB fabricators are migrating the manufacturing of increasingly complex electronic equipment to Asia. In addition, several Asian markets are simultaneously undergoing infrastructure build-outs as their economies grow and develop. To supply this market, five of our 10 manufacturing facilities are located in Asia, and we maintain a sales force dedicated to serving this region. We will seek to capitalize on the opportunities presented by the very large and fast growing Asian markets for high-performance laminate materials based on the high quality of our products and technology. Extend high-performance products into new applications. We believe that other markets will benefit from our laminate materials and proprietary resin formulations, including the markets for advanced automotive equipment and consumer devices such as next generation smart phones and tablets. In addition, we believe that environmental regulations will become increasingly global and expand the addressable market for our high-performance, lead-free compatible and halogen-free PCB laminate materials. We intend to devote sales and technical resources to address these growing potential markets. Opportunistically pursue strategic acquisitions and alliances. We have grown through select acquisitions since we were acquired in 2004. While we believe that our future success will depend primarily on product innovation arising from collaborative relationships with our major customers and the OEMs they serve, we may pursue strategic acquisitions that provide complementary products or technologies.

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+SUMMARY OF PROSPECTUS You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," the "Company" and "Webfolio" refer to Webfolio Inc. GENERAL INFORMATION ABOUT OUR COMPANY Webfolio Inc. was incorporated in the State of Delaware on May 16, 2011. The company plans to develop, market and sell a web-based real estate buyer management service that will assist real estate investors in selling their properties. Our target market is professional real estate investors whom we define as someone who spends at least 25% of their time working on their real estate investment business. We anticipate the company's web-based application will include the following features: a user profile, as well as a property listing feature, to assist the real estate investor in managing his time and property listings; a buyer manager feature to allow the investor to list and profile his buyers and then match those buyers to properties the investor has for sale; an email/letter feature to generate text flyers and property presentations to the investor's buyers with status follow up; and a template/form feature to manage a variety of real estate related agreements and documents. It will cover the lifecycle of selling the real estate investor's properties from managing initial buyer information to generating agreements which clarifies the purchase terms and conditions. When the design and programming of the buyer management service is completed and tested, we will offer it for sale through an initial annual subscription. Potential buyers are the life blood of a professional real estate investor's operation and, as such, investors spend a significant portion of their time finding people, then building and maintaining relationships with them. An investor's buyers list is a hard-won asset that requires constant attention to maintain its value to the investor. Our application is a CRM (customer relationship management) service specifically designed to assist the real estate investor in building and maintaining relationships by providing services particular to each potential buyer. Our service will profile each buyer by the property characteristics the buyer is seeking, including location, price range, size, number of rooms, style (single family, condo) and nearby amenities, and automatically matching to properties the real estate investor owns, with automatic notifications to those buyers in the form of email or text messages with details of the properties that are available. Our platform will also generate the necessary paperwork, based on templates set up by the subscriber to provide closing documents necessary to close the real estate transaction. The company will not provide potential buyers or generate buyer leads for investors. Our application is to provide an effective platform for real estate investors to maintain their own list of buyers, maintain their own list of properties for sale and to provide services to streamline the steps from initial buyer contact through to the sale of the property. During this time while we are awaiting funding from our proposed offering, Management has focused, and will continue to focus, on development of the web-based application that can be achieved without substantial cash flow. We have: - Secured our URL and website address: mylistsonline.com; The company also has secured the following associated URLs: www.mylistsonline.ca, www.mylistsonline.us, www.mylistsonline.biz and www.mylistsonline.net. - Sought cost estimates for design and programming of web-based application; - Mapped out preliminary flow chart and layout of the application's navigation pages that will include Home Page, User Profile, My Tasks, My Calendar, Buyers List, Properties List, Buyer/PropertyActivity, Target Emails/Letters, Reports/Templates, Help and Contact Us; - Selected Google App Engine and its database services offered through the Google App Engine platform as the company's deployment target; (Google App Engine is a unique hosting platform that allows you to build applications and run them in Google's data centers using its global infrastructure); - Installed an open source code editor that will help simplify our integration and deployment activities (Open source refers to a program in which the source code is available to the general public for use and/or modified from its original design); - Developed website subscriber agreement including terms of service ownership, document storage, links to 3rd party websites, conduct of use; - Developed Privacy Policy for subscribers to safeguard customer information and communications; - Researched ad server sites that will allow partner/banner ads to be included on website for added revenue including Google Adsense as an affiliate partner to bring more traffic to the site; - Developed one page description of company's buyer management service and contact information to begin building database of potential real estate investors who will participate in test marketing service; - Contacted several real estate investor associations including the Canada Real Estate Investment Club and various Calgary, Alberta real estate investment clubs to participate in test marketing service; - Developed a revenue generating strategy by offering subscriptions to real estate investors for using company's service. In order to reach the revenue generation stage, we need to do the following: - Contract design and programming of company's web-based service; - Finalize setup of our development and testing environments; - Continue to develop marketing content that describes the service and costs for purpose of collecting names and email addresses of potential real estate investors who are willing to serve as beta testers of the application; - Construction of mobile app that can be used for beta testing; - Testing web-based application and seeking testimonials for marketing; - Refine and finalize services in responses to feedback from testers; - Implement credit card processing for payment of subscription fees; - Continue building database of potential customers and marketing service to part-time and full-time real estate investors, real estate investor clubs, real estate investing coaching services and real estate associations through email, seminars and conventions; - Regularly generating new content via blogs, articles, magazines, videos to describe company's buyer management service and improve rankings in the major search engines (Google, Bing, Yahoo and Ask Jeeves) Currently, our sole officer and director, Robin Thompson, devotes approximately 8-10 hours a week to the business of the Company. We will require the funds from this offering in order to implement our business plan as discussed in the "Plan of Operation" section of this prospectus. The administrative office of the Company is currently located at 1129 8 Street S.E. Calgary AB Canada T2G 2Z6. We plan to use these offices until we require a larger space. Our fiscal year end is May 31st. Webfolio Inc. is a development stage, start-up company with limited operations. The Company qualifies as an "emerging growth company" as defined in the Jumpstart our Business Startups Act (the "JOBS Act"). We intend to take advantage of certain exemptions from various reporting 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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As well, our election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until they apply to private companies. Therefore, as a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates. THE OFFERING Following is a brief summary of this offering. Please see the "Plan of Distribution" section for a more detailed description of the terms of the offering. Securities Being Offered: Up to 5,000,000 shares of common stock, par value $.001 Offering Price per Share: $0.01 Offering Period: The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days Net Proceeds to Our Company: $50,000 Use of Proceeds: We intend to use the proceeds to commence our business operations. Number of Shares Outstanding Before the Offering: 5,000,000 Number of Shares Outstanding After the Offering: 10,000,000 Our current officer and director does not intend to purchase any shares in this offering. SELECTED FINANCIAL DATA The following financial information summarizes the more complete historical financial information at the end of this prospectus. Total Expenses are composed of incorporation and banking costs. As of November 30, 2012 ----------------------- BALANCE SHEET Total Assets $ 5,055 Total Liabilities $ 89 Stockholder's Equity $ 4,966 Period from May 16, 2011 (date of inception) to November 30, 2012 ----------------- INCOME STATEMENT Revenue $ 0 Total Expenses $ 5,034 Net Loss $ (5,034)

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+PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to US-TQ Beverage Products Int l, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8. Our Company The Company was formed on October 22, 2010 in the State of California. The Company is a Shell Company as defined by as defined in Rule 405. As such no shares will be eligible to be sold or transferred under Rule 144 until in excess of 1 year from the filing of the equivalent of Form 10 information by the Company with the SEC. The selling shareholders in this offering are underwriters. The selling shareholders in this offering are underwriters. Business Strategy We are a development stage company. The Company is a spring and mineral water production equipment exporter. We will sell production equipment to buyers on an international basis. We have a twenty year contract with Heilongjiang Province s Shiyiquan Beverage Co., Ltd., and will work towards modernizing production technology to make sure that individuals and producers the world over may economically produce quality natural soda water and nutritional water . The agreement merely creates a trading relationship with our potential joint venture partner and lays out the intent of the partners for the terms of a joint venture. The Company has not yet generated any revenue. The agreement confirms their mutual intent to identify and work for certain projects together in the next 20 years. There is no time limit for the start of the Joint Venture and the agreement merely creates a trading relationship at this time. If the parties enter into a formal Joint Venture in the future the registrants percentage will be 10.3% of the Joint Venture. The trading partner is a well established entity in the PRC operating and generating revenue for a number of years. On August 8, 2011, California State Senate Republican Caucus Chairman Bob Huff sent a letter to Wen Hua Zhao of the PRC Heilongjiang Province Department of Commercial Affairs, inviting an official delegation from Heilongjiang Province, China to visit California in the Fall of 2011. The letter made explicit that the invitation was extended to twenty-four listed individuals. Mr. Huff made clear that the delegation's purpose was to encourage culture, trade, economic and business exchange between the United States and China, and that the letter could be used for visa applications at a consulate. As the company would benefit from the fostering of culture, trade, economic and business exchange to which Mr. Huff referred, it was decided that the company would take part in sponsoring the delegation's visit. Such sponsorship is hoped to improve the name-recognition of the company, and to encourage goodwill among potential customers, vendors, etc., in the future. To that end, the company has helped pay for a portion of the expenses incurred by the delegation. Several U.S. cities were visited, including New York, Buffalo, Pittsburgh, Los Angeles, and San Francisco. Members of the delegation learned much useful information about local culture, entrepreneurial practices, and academics. The company paid for portions of the travel costs, including airfare and automobile expenses. The company has helped pay for a portion of the costs of boarding. In certain cities, dinner receptions were held in honor of the delegation members. In San Francisco, for example, a dinner reception was held on October 26, 2011. Officers and/or representatives of the company were present at that event. The corporation paid for a portion of the cost involved in renting the space, and preparing for the event: food, planning, decorations, etc. Additionally, there was an important meeting on March 26, 2012 in Hong Kong discussing the development of the company, and of commerce with Heilongjiang Province. The meeting discussed cooperation between US-based companies and China-based companies. Heilongjiang Province government officials attended, as did officers of the company, flying to Hong Kong. Airfare, other travel expenses, and lodging, were borne by the corporation. Officials from the registrant attended these events which lead the to signing of the cooperation agreement. These events were costly formal official ceremonies and heavily attended. The registrant can provide the commission with pictures of its officials at these events should the Commission deem it necessary. The Company has continued to foster these relationships to narrow down the types and specifications of products which will have the greatest interest and revenue generation possibilities in the PRC. Other companies with relations to our promoter and who are funded by our shareholder, Monica Dong were among the companies participating including but not limited to US-Ruquan Dairy Production Int l, Inc., US-BLH Bio-Engineering Int l, Inc., US-DADI Fertilizer Industry International, Inc., US-PS Energy Save Construction Material Int l, Inc., US-HM Straw Construction Material Int l, Inc., US-LBJ Husbandry Industry Int l, Inc., US-Lujia Pharmaceutical Industry International, Inc., US-TH Energy Science & Technology Int l, Inc., US-Feiwo Agricultural Industry International, Inc., US-TQ Beverage Products Int l, Inc. all of whom have filed registration statements with the SEC. The Company has an accumulated deficit of $83,297 since inception and our auditors issued a going concern opinion in its December 31, 2011 audit. The Company is an emerging growth company under the Jumpstart Our Business Startups Act. The Company shall continue to be deemed an emerging growth company until the earliest of-- (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. . As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. 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 Act. Our executive offices are located at 699 Serramonte Blvd. Ste 212, Daly City, CA 94015. Our telephone number is (650) 530-0699. The Offering This prospectus covers up to 19,500,000 shares to be sold by our selling shareholders who will sell at a fixed price of $0.02 per share. ABOUT THIS OFFERING Securities Being Offered Up 19,500,000 shares of common stock of US-TQ Beverage Products Int l, Inc. to be sold by selling shareholders who will sell at a fixed price of $0.02 per share. The selling shareholders in this offering are underwriters. Initial Offering Price Up 19,500,000 shares of common stock of US-TQ Beverage Products Int l, Inc. to be sold by selling shareholders at a fixed price of $0.02 per share. Terms of the Offering The selling shareholders will sell at a fixed price of $0.02 per share. Termination of the Offering The offering will conclude when the selling shareholder have sold all of the 19,500,000 shares of common stock offered by them.

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+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 securities. You should read the entire prospectus, including Risk Factors and the consolidated financial statements and the related notes before making an investment decision. We, us, our company, our, Engage Mobility and the Company refer to Engage Mobility, Inc., but do not include the shareholders of Engage Mobility, Inc. Business Overview We were incorporated, under the name MarketKast, Inc., under the laws of the State of Florida on December 28, 2011 and we are a development stage company. On March 22, 2013, we filed Articles of Amendment to our Articles of Incorporation (the Amendment ) to change our name from MarketKast, Incorporated to Engage Mobility, Inc. The Amendment was effective as of March 22, 2013. In connection with the name change, our trading symbol was changed from MRKK to ENGA, effective April 4, 2013. We function as a provider of mobile marketing systems and solutions for business. We combine relevant technologies, data management and delivery and proprietary marketing methodology to assist business owners with marketing their products or services. In January 2013, we entered into a Technology License Agreement with Total Communicator Solutions, Inc. pursuant to which we are licensed, on a perpetual term, to use certain mobile augmented reality technology. We intend to integrate that technology into a Mobile Engagement System and launch that system during the first fiscal quarter of 2014. Our Mobile Engagement System will include an augmented reality (AR) user interface that will allow businesses to make their printed images come to life in video. This is accomplished through image recognition technology that causes an image to be recognized by a smart phone or similar mobile device when the Engage AR app has been downloaded and the device is held up to the image. At that moment the image is sent to the cloud where it is associated with a particular video asset and a video is then played for the user on top of the printed image. The video asset is created, selected and managed by the business owner through our back end Mobile Customer Relationship Manager (MCRM). Once the initial engagement occurs between business and customer through the AR platform, the customer is further engaged by the business through the MCRM, and the business is then able to continuously interact with the customer through push notification, loyalty and rewards programs and is able to use the MCRM for purpose of obtaining real time analytics into customer location and behavioral patterns. Finally, we will utilize our marketing and data delivery methodologies and systems for the purpose of assisting the business owner in building and interacting with its customer base. We believe our Mobile Engagement System will be the most complete augmented reality platform and MCRM for business when it is introduced to market, and that it will provide a compelling and cost effective way for businesses of all size and type to reach new and existing customers, and to interact with those customers in the desired mobile environment. As of May 2013 we have taken the following steps to become an operating company: 1. We entered into a Technology License Agreement for with Total Communicator Solutions, Inc. pursuant to which we licensed, on a perpetual term, certain mobile augmented reality technology. We have begun the development of Engage Mobile Augmented Reality (AR) browser, mobile application and back end Mobile Customer Relationship Manager (MCRM), with the goal of launching our Mobile AR Marketing system in 2014. 2. We have developed and launched a video marketing and data delivery system utilizing proprietary video engagement tools and processes, and we have acquired, built and integrated a database of approximately 40 million users into our data delivery platform. We are in the process of integrating our Mobile AR platform, MCRM, data delivery system and video marketing methodology into a single integrated Mobile Engagement System for business, and we anticipate completing and launching that system in the summer of 2013. 3. We developed and launched a targeted video delivery system under the brand name TargetKast in fiscal 2013. TargetKast is a proprietary video marketing system whereby we deliver a corporate or marketing video, on behalf of our clients, to a specific audience selected from our database of approximately 40 million users, based on criteria established by our client relative to their business objectives. We will integrate TargetKast into our Mobile Engagement System, and will offer the system to clients for purpose of building their customer base. Engage Mobility, Inc. 6,250,000 SHARES OF COMMON STOCK TABLE OF CONTENTS 4. We launched our NewsKast video press release product in fiscal 2013. NewsKast is a video news release service, which includes both conventional wire news release as well as additional distribution of news in video form through the various video sharing sites, or through our own NewsKast video channel. We can either use the client s video content or assist the client in creating a video content about the news. We have begun to experience some initial sales of our NewsKast product as of May 2013. During the next 12 months we intend to take the following additional steps to market our products and services: 1. We expect to launch our Mobile Engagement System in fiscal 2014 and bring our mobile augmented reality (AR) technology, browser, MCRM and data and video delivery platforms to market at the same time, in one integrated system. We expect to market the Mobile Engagement System through direct marketing via the internet, through trade shows and seminars, through the hiring of both national and local sales personnel, through channel partners, independent reps and telesales. Subject to availability of capital, we intend to implement all of these sales initiatives during the first quarter of 2014. This will involve hiring a national sales manager, a number of local sales managers and local sales representatives in up to 50 local markets, five to 15 telesales people, as well as associated staffs. The cost of marketing our mobile AR platform is estimated to be between $50,000 and $250,000 per month, but will be scaled in if and when capital is available. 2. We expect to continue to market our MarketKast suite of products as up-sales to our mobile AR marketing system. We plan to market these products through the same sales personnel and plans as listed above, and offer MarketKast as follow-on or add-on products and services. The costs associated with marketing MarketKast products and services are expected to be included within the marketing budget outlined in 1 above. We have a current burn rate, as of May 2013, of approximately $30,000 to $50,000 per month. It includes office rental expenses, payroll, consulting fees, insurance, marketing, travel, telephone, internet and other office expenses, legal and accounting expenses and other miscellaneous expenses including filing fees, transfer agent fees and other costs of being public. Therefore, if we do not experience any income or obtain additional financing, we could expect to run out of capital sometime between August 2013 and December 2013. For this reason, if we do not experience any income in the first half of fiscal 2014, we will need to raise additional capital of between $30,000 and $50,000 per month, in order to continue our business. In addition, in order to fully implement our business plan, we will need to raise an additional $1,000,000 to $10,000,000 of capital for the purpose of initiating and ramping up marketing and sales efforts, hiring of sales personnel and for general working capital. This additional $1,000,000 to $10,000,000 of financing will need to be raised in fiscal 2014 in order to effectively implement our business plan. However, there is no assurance that we will be able to raise any capital in the future, or that capital will be available on terms acceptable to us.

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+PROSPECTUS SUMMARY 1

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001555309_np_prospectus_summary.txt

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+Prospectus Summary 1

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001556377_life-stem_prospectus_summary.txt

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+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "MIAMI DAYS CORP." REFERS TO MIAMI DAYS CORP. THE FOLLOWING SUMMARY IS NOT COMPLETE AND 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. MIAMI DAYS CORP. We were incorporated in the State of Nevada on July 5, 2012. We are a development stage company, which is in the business of preparing and selling fast food. We have not opened any fast food outlets to date and have no revenues and have limited operating history. Our independent registered public accountants have issued a going concern opinion concerning our financial statements for the period ended July 31, 2012. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Miami Days Corp. was incorporated in Nevada on July 05, 2012. Our principal executive office is located at Suite 924, 1504 Bay Road, Miami, Florida 33139. Our phone number is (786)-222-7673. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). To date we have incorporated our company and paid the state fees. We have prepared a business plan and have executed an agreement with Slavko Didic to rent a food outlet with an office at the rear in order to conduct our business at Save Jovsica 9E, Zvezdara 11000, Belgrade, Serbia. We have purchased a chest freezer Gorenje FH330W that we intend to use for storing raw food items. We have also purchased an Internet domain name. Currently, we are proceeding with development of our company website and conducting market research related to the business market related to food and restaurants.. We have also researched government regulations applicable to our proposed business. As of January 28, 2013_our cash on hand is $345,84 and our liabilities are $9,500.00, representing the amount we owe to Bojan Didic, our sole officer and director. We must raise additional capital in order to continue operations and to implement our plan of operations. Without any additional funding we will run out of cash almost immediately during the month of February 2013, which is likely to cause cesation of company operations and a failure of business.To continue operations we must raise $2,615 per month, which is our monthly burn rate until we complete our offering. This burn rate includes expenses associated with our S-1 filing, including audit fees, accounting fees, legal fees, and other corporate and professional payments.This funding will most likely come in the form of director loans although we have no formal agreements to this effect. After we complete our offering, we will require $33,700 to carry out our plan of operations for the next 12 months, which estimated monthly burn rate of $2,808, post offering, includes business and monthly rent expenses, and expenses associated with public reporting obligations.The implied aggregate market value of our common stock based upon the proposed offering price of $0.01 per share is $40,000 prior to the sale securities in this offering and $140,000 assuming a sale of 10,000,000 shares in this offering. We have a stockholders' deficit of $5,821. We have certain fixed long term financing requirements. We anticipate the annual cost of running one fast food outlet to be approximately $68,000. This is based on our estimatedl cost of running one fast food outlet to be $48,320, the annual public company reporting costs to be $10,000 and the repayment of the debt owed to Mr. Didic currently in the amount of $9,500. The Company's goal is to prepare and sell fast food in the Balkan region, initially in the country of Serbia. We plan to sell traditional Serbian fast food, which includes barbequed beef, pork, lamb, chicken, hamburgers, cheeseburgers, minced meat pies, French fries and traditional Serbian salads, pickles and garnish. We have a specific business plan and do not intend to engage in any merger, acquisition or business reorganization with any entity. The Company has a very specific business plan and has commenced its operations. From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (July 5, 2012) through our last quarter ended October 31, 2012, reports no revenues and a net loss of $9,821. We require a minimum funding of $33,700 to implement our 12 month plan of operations, and if we are unable to obtain this level of financing, our business may fail. We have determined that $33,700 is the minimum amount required to establish, equip and furnish one initial restaurant in Serbia with a company office and for reporting expenses as a public company. If we are successful at raising this minimum amount, we believe that we will be able to continue operations for 12 months and open one pilot fast food restaurant outlet by January 2014. We do not anticipate earning revenues until we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully effectuate our business plan or assemble, construct and sell any products or services related to our planned activities. 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. Our sole officer and director currently intends to only devote approximately 20 hours per week to our business and operations. We intend to hire a local manager within the first 12 months of operations, however until then our sole officer will be managing a restaurant located in Serbia while our principal office is currently located in Florida. PLAN OF OPERATIONS AT VARIOUS FUNDING LEVELS: $25,000 $50,000 $75,000 $100,000 ------- ------- ------- -------- Proceeds less public reporting fees will be used as follows: Kitchen and food equipment $ 4,500 $13,500 $15,000 $22,000 Marketing & advertising $ 2,000 $ 6,000 $10,000 $17,000 Office equipment $ 2,000 $ 2,000 $ 3,000 $ 4,000 Hiring personnel and Salaries $ 2,700 $ 3,000 $ 8,000 $10,000 Inventory of raw food products $ 1,500 $ 4,500 $ 8,000 $13,000 Rent $ 2,300 $11,000 $24,000 $24,000 $25,000 FUNDING LEVEL: we will run out of funds allocated for rent and will rely on director loans to pay for this expense by month 3 of our 12 month plan of operations $50,000 FUNDING LEVEL: more personnel are hired in month 12 of operations. Operations expand and expenditures increase as stated in the table above. By expanding our operations, we purchase more equipment and raw products, hire more personnel and increase marketing efforts. $75,000 FUNDING LEVEL: rent additional space to open an additional location for an added cost of $1,000 per month during month 1 of plan of operations. Operations expand from previous funding level and expenditures increase as stated in the table above and work capacity increases in each location. $100,000 FUNDING LEVEL: operations expand further from previous funding level and expenditures increase further as stated in the table above, this allows us to run 2 locations and have significantly greater marketing effortsand hire more personnel. The Issuer: MIAMI DAYS CORP. Securities Being Offered: 10,000,000 shares of common stock Price Per Share: $0.01 Duration of the Offering: The offering shall terminate on the earlier of: (i)the date when the sale of all 10,000,000 common shares is completed; (ii) one year from the date of this prospectus; (unless extended for up to an additional six months in the sole discretion of our board of directors) or (iii) prior to one year at the sole determination of the board of directors. Net Proceeds $100,000.00 Securities Issued and Outstanding: There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our sole officer and director, Bojan Didic Registration Costs We estimate our total offering registration costs to be approximately $10,000.00 Risk Factors See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. SUMMARY FINANCIAL INFORMATION The tables and information below presents our summary financial information for the periods indicated and should be read in conjuntion with the information contained in "Management's Discussion and Analysis or Plan of Operations" and our financial statements and related notes appearing elsewhere in this propsectus. FINANCIAL SUMMARY July 31, 2012 ($) ----------------- Cash and Cash Equivalents 7,775.00 Total Assets 7,775.00 Total Liabilities 4,100.00 Total Stockholder's Equity 3,675.00 STATEMENT OF OPERATIONS Accumulated From July 05, 2012 (Inception) to July 31, 2012 ($) ----------------- Total Expenses 325.00 Net Loss for the Period (325.00) Net Loss per Share 0.00 FINANCIAL SUMMARY October 31, 2012 ($) -------------------- Cash and Cash Equivalents 429 Fixed Assets 350 Total Assets 779 Total Liabilities 6,600 Total Stockholder's Equity (5,821) STATEMENT OF OPERATIONS Accumulated From July 5, 2012 (Inception) to October 31, 2012 ($) -------------------- Total Expenses (9,821) Net Loss for the Period (9,821) Net Loss per Share 0.00

parsed_sections/prospectus_summary/2013/CIK0001557565_ami-james_prospectus_summary.txt

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+Prospectus Summary This Prospectus, and any supplement to this Prospectus include forward-looking statements . To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as intends , anticipates , believes , estimates , projects , forecasts , expects , plans and proposes . Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the Risk Factors section beginning on page 8 of this Prospectus and the Management's Discussion and Analysis of Financial Position and Results of Operations section elsewhere in this Prospectus. Our Business We were incorporated on November 23, 2011 under the laws of the State of Nevada. Our principal executive offices are located at KSC House, Mama Ngina Street 11th Floor, P.O. Box 30251-00100 Nairobi, Kenya. Our telephone number is (254) 73-3817923. Our fiscal year end is June 30. We have one wholly owned subsidiary, Cheswick Holdings Limited, a company incorporated in Kenya ( Cheswick ). Cheswick was incorporated on October 6, 2011 and carries on all of our business activities in Kenya. Since we are in our startup stage, Cheswick has predominately been involved in administrative activities such as setting up bank accounts, establishing relationships with service providers and establishing our office facilities. We are a development stage company in the business of developing a social media and networking website, www.quintup.com, intended to serve as a transactional marketplace for buyers and sellers of contract services, known as micro-jobs. Our operations are based in the Eastern African city of Nairobi, Kenya, and www.quintup.com is intended and being designed for consumer markets in Eastern Africa, with a focus on Kenya, Tanzania and Uganda. Our planned website, www.quintup.com, is in the development stage. We have only recently begun operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. We have a going concern uncertainty as of the date of our most recent financial statements. We are not a blank check company. Rule 419 of Regulation C under the Securities Act of 1933 defines a blank check company as a (i) 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, and (ii) is issuing a penny stock. Accordingly, we do not believe that our Company may be classified as a blank check company because we intend to engage in a specific business plan and do not intend to engage in any merger or acquisition with an unidentified company or other entity. Emerging Growth Company We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups (JOBS) Act. We shall continue to be deemed an emerging growth company until the earliest of (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. . As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. We have elected not to opt out of the extended transition period for complying with any new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Offering The 28,336,664 shares of our common stock being registered by this Prospectus represent approximately 46.57% of our issued and outstanding common stock as of February 18, 2013. Securities Offered: 28,336,664 shares of common stock offered by 41 selling security holders. Initial Offering Price: The $0.0015 per share initial offering price of our common stock was determined by our Board of Directors based on several factors, including our capital structure and the most recent selling price of 28,336,664 shares of our common stock in private placements for $0.0015 per share on January 31, 2012. The selling security holders will sell at an initial price of $0.0015 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. However, there can be no assurance that our common stock will ever become quoted on the OTC Bulletin Board. Minimum Number of Securities to be Sold in this Offering: None Securities Issued and to be Issued: As of February 18, 2013 we had 60,836,664 issued and outstanding shares of our common stock, and no issued and outstanding convertible securities. All of the common stock to be registered under this Prospectus will be registered by existing stockholders. There is no established market for the common stock being registered. We intend to engage a market maker to apply to have our common stock quoted on the OTC Bulletin Board. This process usually takes at least 60 days and the application must be made on our behalf by a market maker. We have not yet engaged a market maker to file our application. If our common stock becomes quoted and a market for the stock develops, the actual price of the shares will be determined by prevailing market prices at the time of the sale. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. Proceeds: We will not receive any proceeds from the sale of our common stock by the selling security holders. Financial Summary Information All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted. The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management s Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus. Consolidated Statement of Expenses Data Period from inception on November 23, 2011to June 30, 2012 ($) Six Months Ended December 31, 2012 (unaudited) ($) Revenues Nil Nil Expenses 7,256 30,319 Net Loss 7,256 30,319 Net Loss per share 0.00 0.00 Consolidated Balance Sheet Data June 30, 2012 ($) December 31, 2012 (unaudited) ($) Working Capital (Deficiency) 41,749 11,430 Total Assets 45,123 16,949 Total Current Liabilities 3,374 5,519

parsed_sections/prospectus_summary/2013/CIK0001557668_blue_prospectus_summary.txt

@@ -0,0 +1,3073 @@
+Summary
+Financial Information
+
+ 
+
+Balance
+Sheet
+
+ 
+
+ 
+ October 31, 2012 
+ April 30, 2012
+
+ 
+ (unaudited) 
+ (audited)
+
+ Cash 
+ $1,779 
+ $12,539 
+
+ Total Assets 
+ $1,779 
+ $12,539 
+
+ Liabilities 
+ $10,664 
+ $8,617 
+
+ Total Stockholders Equity 
+ $(8,885) 
+ $3,922 
+
+ 
+
+Statement
+of Operations
+
+ 
+
+From
+Incorporation on
+
+July 30, 2009 to October
+31, 2012
+
+(unaudited)
+
+ 
+
+ Revenue 
+ $0 
+
+ Net Loss 
+ $(25,885)
+
+ 
+
+Risk
+Factors
+
+ 
+
+An
+investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the
+other information in this prospectus before investing in our common stock. If any of the following risks occur, our business,
+operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to
+any of these risks, and you may lose all or part of your investment.
+
+ 
+
+THERE
+IS SUBSTANTIAL UNCERTAINLY AS TO WHETHER WE WILL CONTINUE AS A GOING CONCERN. IF WE DISCONTINUE OPERATIONS, YOU WILL LOSE YOUR
+INVESTMENT.
+
+ 
+
+We
+have incurred losses since our inception on July 30, 2009 resulting in an accumulated deficit of ($25,885) at October 31, 2012.
+Further losses are anticipated in the development of our business given that we do not anticipate earning any revenue from operations
+until July 2014 at the earliest, of which there is no guarantee. As a result, there is substantial doubt about our ability to
+continue as a going concern. In fact, our auditors have issued a going concern opinion in connection with their audit of our financial
+statements for the fiscal years ended April 2012 and 2011. This means that our auditors believe there is substantial doubt that
+we can continue as an on-going business for the next twelve months.
+
+ 
+
+Our
+ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and to obtain
+the necessary financing to expand our business operations, market our current product and develop new products.
+
+ 
+
+Our
+ability to achieve and maintain profitability and positive cash flow is dependent upon:
+
+ 
+
+ our
+ ability
+ to
+ design
+ a
+ dog
+ waste
+ removal
+ device
+ prototype
+ so
+ that
+ it
+ is
+ appropriate
+ for
+ large
+ scale
+ manufacturing;
+
+ our
+ success in identifying an appropriate manufacturer
+ for our product;
+
+ our
+ ability to successfully market and sell our product;
+ and
+
+ our
+ ability to raise enough capital to fund the above
+ steps in our business plan.
+
+ 
+
+ 5
+
+ 
+
+ 
+ 
+
+Based
+upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and generating
+minimal revenues. We cannot guarantee that we will be successful in generating substantial revenues in the future. Failure to
+generate revenues will cause us to go out of business.
+
+ 
+
+BECAUSE
+WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
+
+ 
+
+We
+have not yet commenced manufacturing our intended product, a dog waste removal device that our president has designed. Accordingly,
+we have no way to evaluate the likelihood that our business will be successful. We were incorporated on July 30, 2009 and
+to date have been involved primarily in organizational activities. We have not earned any revenues as of the date of this
+prospectus and do not anticipate earning revenue until July 2014 at the earliest, of which there is no guarantee. Potential investors
+should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises.
+The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered
+in product design, manufacturing, marketing, and the sale of new products.
+
+ 
+
+There
+is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we
+will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks,
+our business will most likely fail.
+
+ 
+
+BECAUSE
+WE WILL RELY UPON THIRD PARTY CONSULTANTS FOR IMPORTANT ASPECTS OF OUR BUSINESS PLAN, WE ARE SUBJECT TO THE RISK THAT THEY WILL
+NOT PERFORM THEIR TASKS EFFECTIVELY AND THAT WE WILL BE UNSUCCESSFUL IN OPERATING OUR BUSINESS AS A RESULT.
+
+ 
+
+We
+intend to rely on third parties, such as a marketing consultants and engineers, for the design, manufacture, and packaging of
+our product. We may also outsource aspects of the marketing, distribution, and sale of our dog waste removal devices as well.
+This will likely include retail product demonstrations, as well as any television commercial production. Because some of these
+consultants will have expertise in areas that our management does not, we may not be able to effectively evaluate their work and
+cannot be assured that it will result in a properly functioning product that consumers will purchase in sufficient numbers. We
+also cannot ensure that third party consultants will be able to complete their work for us in a timely manner. Accordingly, our
+reliance on third parties exposes us to the risk that our business will be unsuccessful if they do not complete and market our
+product as envisioned.
+
+ 
+
+BECAUSE
+WE HAVE NOT YET PATENT PROTECTED OUR DOG WASTE REMOVAL DEVICE, A COMPETITOR COULD COPY OUR PROPOSED DESIGN, WHICH COULD CAUSE
+OUR BUSINESS TO FAIL. 
+
+ 
+
+Our
+potential competitive advantage lies in the potential unique design of our dog waste removal device prototype. Because we do not
+yet have a working prototype of our product, we have not applied for patent protection of our product. Accordingly, our business
+is subject to the risk that competitors could either copy or reverse engineer our design technology and manufacture and sell a
+competing product with similar features. If this occurs, our ability to sell our product could be jeopardized, which could cause
+our business to fail.
+
+ 
+
+In
+addition, we are exposed to the risk that third party consultants and engineers that we retain to develop a prototype of our device
+may claim intellectual property ownership of certain product features or could subsequently design comparable products that would
+compete with ours, which would adversely impact our operations. While we intend to protect our title to all product designs through
+the appropriate contractual clauses, including non-competition agreements with consultants, there is no guarantee that such steps
+will be effective.
+
+ 
+
+THE
+PET PRODUCTS INDUSTRY IS EXTREMELY FRAGMENTED AND COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH EXISTING COMPETITORS
+OR NEW ENTRANTS IN THIS MARKET.
+
+ 
+
+The
+pet products industry, including the pet waste removal sector, is extremely fragmented and competitive. The sector includes large
+entities that mass produce products for pets, as well as many boutique manufacturers that produce small batches of dog waste removal
+products and related accessories, such as plastic waste bags.
+
+ 
+
+While
+the principal competitive factors in dog waste removal are product design and effectiveness, pricing and availability of the product
+and geographic coverage are also key. We will compete with many local, regional and national purveyors of pet products that offer
+multiple consumer items to pet and department stores and can therefore command better product placement. Most of our competitors
+have greater financial resources and may be able to withstand sales or price decreases better than we will. We also expect to
+continue to face competition from new market entrants. We may be unable to compete effectively with these existing or new competitors,
+which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+ 6
+
+ 
+
+ 
+ 
+
+DUE
+TO THE LARGE SIZE OF MANY RETAILERS THAT MIGHT SELL OUR PET PRODUCTS, THEY MAY BE ABLE TO EXERT SUBSTANTIAL LEVERAGE OVER PRICING,
+INVENTORY, AND OTHER ASPECTS OF OUR PRODUCT TO OUR DETRIMENT.
+
+ 
+
+We
+are subject to the risk that large, high-profile, retailers could exert substantial pressure on us due to their size and the small
+contribution that our products would likely have to their financial success. Because of this difference in market influence, such
+retailers would have leverage over the pricing of our products, inventory and product return policies, as well as product specifications.
+This could either reduce the retail price of our products and thereby reduce our margins, or limit the types of stores at which
+our products are available for sale. Such impacts would have a negative effect on our results of operations.
+
+ 
+
+OUR
+OPERATIONS MAY BE ADVERSELY AFFECTED BY GENERAL CONDITIONS RELATING TO CONDUCTING BUSINESS IN LEBANON, INCLUDING THE POSSIBILITY
+OF ELECTRICITY RATIONING AND POLITICAL RISKS FOR MIDDLE EAST CONFLICTS. 
+
+ 
+
+Our
+principal place of business is located in Lebanon, a country that is subject to frequent electricity rationing and episodes of
+political unrest. While electricity rationing is less frequent in Beirut than in other parts of Lebanon, power outages and blackouts
+do occur, which have an adverse impact on conducting business. As well, we may also suffer adverse effects from political, economic,
+and security conditions in Lebanon. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken
+place between Israel and its Arab neighbors. Within Lebanon, the Hezbollah, an Islamist political party and militant group has
+been involved in multiple cases of armed conflict. Recent political and military events in various countries in the Middle East
+have weakened the stability of those countries. This situation may potentially escalate in the future to violent events which
+may affect Lebanon and our operations. Our business, prospects, financial condition, and results of operations could be materially
+adversely affected if major hostilities involving Lebanon should occur. Even if we chose to move our principal business offices
+as a result, we will incur costs in doing so, which will adversely impact our business.
+
+ 
+
+BECAUSE
+WE OPERATE IN A FOREIGN COUNTRY, OUR BUSINESS IS SUBJECT TO CURRENCY FLUCTUATIONS AND RISKS WHICH COULD IMPACT OUR REVENUE AND
+RESULTS OF OPERATIONS. ALSO, SINCE WE HOLD OUR CASH RESERVES IN US DOLLARS, WE MAY EXPERIENCE WEAKENED PURCHASING POWER IN LEBANESE
+POUNDS AND MAY NOT BE ABLE TO AFFORD THE COSTS OF OUR BUSINESS PLAN.
+
+ 
+
+Although
+we hold our cash reserves in US dollars, we intend to operate our business partly in the Lebanese currency, the pound. Because
+some of our operations and expenses will be denominated in the Lebanese currency, due to foreign exchange rate fluctuations, the
+value of our reserves and the cash flow that we will receive will result in both translation gains and losses in terms of Lebanese
+pounds.
+
+ 
+
+If
+there is a significant decline in the US dollar versus Lebanese pounds, our purchasing power in US dollars would significantly
+decline. As well, if there was a significant decline in the Lebanese pound relative to the US dollar, the amount of revenue and
+net profit that we may generate in Lebanon would be reduced in terms of US dollars, our financial statement reporting currency.
+We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations.
+
+ 
+
+WE
+ARE AN "EMERGING GROWTH COMPANY" AND WE INTEND TO TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS
+APPLICABLE TO EMERGING GROWTH COMPANIES, WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS.
+
+ 
+
+We
+are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 and we intend to take
+advantage of certain exemptions from various reporting 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, reduced disclosure obligations regarding executive compensation in our periodic reports
+and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
+shareholder approval of any golden parachute payments not previously approved. As well, our election allows us to delay the adoption
+of new or revised accounting standards that have different effective dates for public and private companies until they apply to
+private companies. Therefore, as a result of our election, our financial statements may not be comparable to companies that comply
+with public company effective dates.
+
+ 
+
+ 7
+
+ 
+
+ 
+ 
+
+We
+cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors
+find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock
+price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company,
+which in certain circumstances could be for up to five years.
+
+ 
+
+BECAUSE
+MANAGEMENT HAS LIMITED EXPERIENCE IN MANUFACTURING AND MANAGEMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
+
+ 
+
+Rami
+Tabet, our sole employee, has no business experience in product design, manufacturing, marketing, or sales. In addition, Mr. Tabet s
+management experience is limited to his involvement with our company. Consequently, management s decisions and choices may
+not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
+
+ 
+
+BECAUSE
+WE RELY ON OUR SOLE EMPLOYEE, RAMI TABET, TO CONDUCT OUR OPERATIONS, OUR BUSINESS WILL LIKELY FAIL IF WE LOSE HIS SERVICES.
+
+ 
+
+We
+depend on the services of our senior management for the future success of our business. Our sole employee, Rami Tabet, is the
+only person who knows and understands the design concept of our dog waste removal product. Our success depends on the continued
+efforts of Mr. Tabet. We do not have a management agreement or any other similar arrangement with Mr. Tabet whereby he commits
+his services to us. The loss of the services of Mr. Tabet could have an adverse effect on our business, financial condition and
+results of operations.
+
+ 
+
+BECAUSE
+OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
+OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
+
+ 
+
+Our
+president, Rami Tabet, spends approximately 25% of his business time providing his services to us. While Mr. Tabet presently possesses
+adequate time to attend to our interests, it is possible that the time demands on him from his other obligations could increase
+with the result that he would no longer be able to devote sufficient time to the management of our business.
+
+ 
+
+ALTHOUGH
+OUR SOLE DIRECTOR AND OFFICER DOES NOT CURRENTLY RECEIVE COMPENSATION FOR HIS MANAGEMENT SERVICES, WE ANTICIPATE PAYING HIM A
+SALARY ONCE WE COMMENCE GENERATING REVENUE, WHICH WILL ADVERSELY IMPACT ANY POTENTIAL PROFIT THAT WE MAY GENERATE.
+
+ 
+
+We
+are not currently compensating our sole director and officer, Rami Tabet, for providing management services to us. We intend to
+pay management fees to him as compensation if the cash flow that we generate from operations significantly exceeds our total expenses.
+We currently anticipate that such management fees would not exceed $5,000 per month. However, Mr. Tabet, as our sole officer and
+director, has the power to set his own compensation as he sees fit. Management fees that he receives will have an adverse effect
+on our net profit, if any.
+
+ 
+
+UPON
+THE EFFECTIVENESS OF OUR REGISTRATION STATEMENT, WE WILL BECOME A REPORTING ISSUER AND WILL INCUR PUBLIC DISCLOSURE COSTS. IF
+WE ARE UNABLE TO ABSORB THESE COSTS, OUR BUSINESS PLAN WILL FAIL.
+
+ 
+
+Upon
+the effectiveness of this registration statement, we will begin filing public disclosure documents with the Securities & Exchange
+Commission including financial reports on Form 10-K and Form 10-Q, as well as current reports on Form 8-K. In order to prepare
+these forms, we will incur legal, filing, accounting and audit costs that will result in an increase in general expenses. We estimate
+that the costs of this compliance will be approximately $10,000 per year. If we are unable to absorb these costs, we may be forced
+to cease operations.
+
+ 
+
+BECAUSE
+OUR BUSINESS AND ABILITY TO RAISE FUNDS ARE ADVERSELY IMPACTED BY THE CURRENT ECONOMIC DOWNTURN, OUR ABILITY TO SUCCESSFULLY IMPLEMENT
+OUR INTENDED BUSINESS PLAN MAY FAIL.
+
+ 
+
+Our
+intended business product, a dog waste removal device, is a consumer discretionary item. As such, demand for our product depends
+greatly on the disposable income of consumers. In the current global economic environment, it is likely that the demand for our
+product will be lower than it would be in an economic expansion. Due to this, our ability to sell significant units of our product
+may be impaired with the end result that our business plan fails. As well, economic conditions may make it difficult for us to
+raise the capital necessary to develop and expand our operations. If we are unable to raise funding because of this, our business
+will fail or our growth may be slower than anticipated.
+
+ 
+
+ 8
+
+ 
+
+ 
+ 
+
+WE
+WILL LIKELY ISSUE ADDITIONAL SHARES OF COMMON STOCK THAT WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS AND ADVERSELY IMPACT
+THE VALUE OF OUR SHARES.
+
+ 
+
+We
+must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be
+through the sale of additional shares of common stock. We are authorized to issue up to 200,000,000 shares of common stock,
+of which 3,500,000 shares of common stock are currently issued and outstanding. Our director has the authority to cause us to
+issue additional shares of common, and to determine the rights, preferences and privilege of such shares, without consent of any
+of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result
+in immediate dilution to our existing shareholders interests, which will negatively affect the value of your shares.
+
+ 
+
+U.S.
+INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO AFFECT SERVICE OF PROCESS AND TO ENFORCE UNITED STATES JUDGMENTS AGAINST
+THE COMPANY AND ITS NON-U.S. RESIDENT DIRECTOR AND OFFICER.
+
+ 
+
+While
+we are organized under the laws of State of Nevada, our sole director and officer is not a United States resident. Consequently,
+it will be difficult for investors to affect service of process on Mr. Tabet in the United States and to enforce in the United
+States judgments obtained in United States courts against Mr. Tabet or against us. Since all our assets may be located outside
+of U.S., it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained
+in the United States against us may not be enforceable in the United States.
+
+ 
+
+IF
+A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES. 
+
+ 
+
+There
+is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply
+for listing of our common stock on the FINRA over the counter bulletin board and OTC Market s OTCQB quotation system for
+venture marketplace companies that are current in their Securities & Exchange Commission filings upon the effectiveness of
+the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our
+shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed
+for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are
+unable to achieve benefits from their investment.
+
+ 
+
+BECAUSE
+WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, INVESTORS MAY NOT BE ABLE TO RELY ON
+THE RESALE EXEMPTION PROVIDED BY RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO RE-SELL OUR SHARES
+AND COULD LOSE THEIR ENTIRE INVESTMENT.
+
+ 
+
+We
+are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act. A "shell company"
+is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. As a result,
+our investors are not allowed to rely on Rule 144 of the Securities Act for a period of one year from the date that we cease to
+be a shell company. Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144,
+and there is no guarantee that we will cease to be a shell company, they may not be able to re-sell our shares in the future and
+could lose their entire investment as a result.
+
+ 
+
+BECAUSE
+WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE
+REQUIREMENTS IF WE ACQUIRE OR DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR ADDITIONAL COSTS IN MEETING
+THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT. 
+
+ 
+
+Because
+we are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act, we will are subject
+to additional disclosure requirements if we entered into a transaction which results in a significant acquisition or disposition
+of assets. In such a situation, we must provide prospectus-level, detailed disclosure regarding the transaction, as well as detailed
+financial information. In order to complying with these requirements, we will incur additional legal and accounting costs, which
+will adversely impact our results of operations. As a result, the value of an investment in our shares may decline as a result
+of these additional costs.
+
+ 
+
+ 9
+
+ 
+
+ 
+ 
+
+BECAUSE
+OUR PRESIDENT OWNS 57.14% OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS
+TO MINORITY SHAREHOLDERS.
+
+ 
+
+Our
+president, Rami Tabet, owns 57.14% of the outstanding shares of our common stock. Accordingly, he could potentially have significant
+influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers,
+consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.
+The interests of the individual may differ from the interests of the other stockholders and thus result in corporate decisions
+that are disadvantageous to other shareholders.
+
+ 
+
+A
+PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL OUR STOCK.
+
+ 
+
+The
+shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable
+future. "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities
+to persons other than established customers and accredited investors, that is, generally those with assets in excess of $1,000,000
+or annual income exceeding $200,000 or $300,000 together with a spouse. For transactions covered by these rules, the broker-dealer
+must make a special suitability determination for the purchase of such securities and have received the purchaser s written
+consent to the transaction prior to the purchase.
+
+ 
+
+Additionally,
+for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure
+schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions
+payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly
+statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny
+stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares
+would likely suffer as a result.
+
+ 
+
+Forward-Looking
+Statements
+
+ 
+
+This
+prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe,
+plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too
+much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these
+forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section
+and elsewhere in this prospectus.
+
+ 
+
+Use
+Of Proceeds
+
+ 
+
+We
+will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
+
+ 
+
+Determination
+Of Offering Price 
+
+ 
+
+The
+selling shareholders will sell our shares at $0.02 per share until our shares are quoted on FINRA s the OTC Bulletin Board,
+and OTC Market s OTCQB and thereafter at prevailing market prices or privately negotiated prices. We determined this offering
+price, based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock
+will be listed on an exchange.
+
+ 
+
+Dilution
+
+ 
+
+The
+common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there
+will be no dilution to our other existing shareholders.
+
+ 
+
+Selling
+Shareholders
+
+ 
+
+The
+selling shareholders named in this prospectus are offering all of the 1,500,000 shares of common stock offered through this prospectus.
+These shares were acquired from us in a private placement that was exempt from registration under Regulation S of the Securities
+Act of 1933 and was completed on September 24, 2010.
+
+ 
+
+The
+following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock
+held by each of the selling shareholders, including:
+
+ 
+
+ 
+ 1.
+ the
+ number of shares owned by each prior to this offering;
+
+ 
+
+ 10
+
+ 
+
+ 
+ 
+
+ 
+ 2.
+ the
+ total number of shares that are to be offered for each;
+
+ 
+ 3.
+ the
+ total number of shares that will be owned by each upon completion of the offering; and
+
+ 
+ 4.
+ the
+ percentage owned by each upon completion of the offering.
+
+ 
+
+ 
+ 
+ Total Number 
+ 
+ 
+
+ 
+ 
+ Of Shares To 
+ Total Shares 
+ Percentage of
+
+ 
+ 
+ Be Offered For 
+ to Be Owned 
+ Shares owned
+
+ Name Of 
+ Shares Owned 
+ Selling 
+ Upon 
+ Upon
+
+ Selling 
+ Prior To This 
+ Shareholders 
+ Completion Of 
+ Completion of
+
+ Stockholder 
+ Offering 
+ Account 
+ This Offering 
+ This Offering
+
+ 
+ 
+ 
+ 
+ 
+
+ Walid Rizk 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Nirmin Awad 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Tony Zahr 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Wissam Hajdar 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Yasmine Bazzi 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Yehia Rahme 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Hadi Youssef Moussa 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Mohamad Hajj 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Youssef Ali Mansour 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Zakiah Riz 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Zeina Riz 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Mohamad Ali Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Najwa Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Taroub Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Jamal Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Raeef Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Tania Ahmad Assi 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Issam Ahmad Assi 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Ali Hussein Riz 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Yasmeen Gharissa 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Ali Zaateri 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Wissam Gharissa 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Ali Gharissa 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Hussein Youssef Mansour 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Hassan Sayegh 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Moustapha Ghabriss 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Rima Hamdan 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Soha Hamdan 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Bultu Wakjra 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+ 
+ 
+ 
+ 
+
+ Tigist Biresa 
+ 50,000 
+ 50,000 
+ Nil 
+ Nil
+
+ 
+
+ 11
+
+ 
+
+ 
+ 
+
+The
+named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers
+in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or
+purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 3,500,000
+shares of common stock outstanding on the date of this prospectus.
+
+ 
+
+None
+of the selling shareholders:
+
+ 
+
+ 
+ (1)
+ has
+ had a material relationship with us other than as a shareholder at any time within the past three years; or
+
+ 
+ 
+ 
+
+ 
+ (2)
+ has
+ ever been one of our officers or directors.
+
+ 
+
+Plan
+Of Distribution
+
+ 
+
+The
+selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There
+are no arrangements, agreements or understandings with respect to the sale of these securities.
+
+ 
+
+The
+selling shareholders will sell our shares at $0.02 per share until our shares are quoted on FINRA s the OTC Bulletin Board,
+and OTC Market s OTCQB and thereafter at prevailing market prices or privately negotiated prices. We determined this offering
+price taking into consideration the price of the last sale of our common stock to investors, as well as the anticipated increase
+in value that will result from our shares becoming publicly-tradable . There is no assurance of when, if ever, our stock will
+be listed on an exchange or quotation system.
+
+ 
+
+The
+shares may also be sold in compliance with the Securities and Exchange Commission s Rule 144, which will only be available
+as an exemption on the date one year following the date that we cease to be a "shell company".
+
+ 
+
+If
+applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such
+partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred
+from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must
+first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning
+the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the
+selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this
+registration statement.
+
+ 
+
+We
+can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
+
+ 
+
+We
+are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions
+or other fees payable to brokers or dealers in connection with any sale of the common stock.
+
+ 
+
+The
+selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and
+sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution
+of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other
+things:
+
+ 
+
+ 
+ 1.
+ Not
+ engage in any stabilization activities in connection with our common stock;
+
+ 
+ 
+ 
+
+ 
+ 2.
+ Furnish
+ each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time,
+ as may be required by such broker or dealer; and
+
+ 
+ 
+ 
+
+ 
+ 3.
+ Not
+ bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as
+ permitted under the Securities Exchange Act.
+
+ 
+
+ 12
+
+ 
+
+ 
+ 
+
+The
+Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in
+penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on
+certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with
+respect to transactions in such securities is provided by the exchange or system).
+
+ 
+
+The
+penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver
+a standardized risk disclosure document prepared by the Commission, which:
+
+ 
+
+ 
+ *
+ contains
+ a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
+
+ 
+ *
+ contains
+ a description of the broker s or dealer s duties to the customer and of the rights and remedies available to the
+ customer with respect to a violation of such duties or other requirements
+
+ 
+ *
+ contains
+ a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny
+ stocks and the significance of the spread between the bid and ask price;
+
+ 
+ *
+ contains
+ a toll-free telephone number for inquiries on disciplinary actions;
+
+ 
+ *
+ defines
+ significant terms in the disclosure document or in the conduct of trading penny stocks; and
+
+ 
+ *
+ contains
+ such other information and is in such form (including language, type, size, and format) as the Commission shall require by
+ rule or regulation;
+
+ 
+
+The
+broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
+
+ 
+
+ 
+ *
+ bid
+ and offer quotations for the penny stock;
+
+ 
+ *
+ the
+ compensation of the broker-dealer and its salesperson in the transaction;
+
+ 
+ *
+ the
+ number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity
+ of the market for such stock; and
+
+ 
+ *
+ monthly
+ account statements showing the market value of each penny stock held in the customer s account.
+
+ 
+
+In
+addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the
+broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
+the purchaser s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions
+involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have
+the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock
+rules. Therefore, stockholders may have difficulty selling those securities.
+
+ 
+
+Description
+Of Securities 
+
+ 
+
+General
+
+ 
+
+Our
+authorized capital stock consists of 200,000,000 shares of common stock at a par value of $0.001 per share.
+
+ 
+
+Common
+Stock 
+
+ 
+
+As
+of January 4, 2013, there were 3,500,000 shares of our common stock issued and outstanding that are held by 31 stockholders of
+record.
+
+ 
+
+Holders
+of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common
+stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
+of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital
+stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any
+meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
+corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
+
+ 
+
+ 13
+
+ 
+
+ 
+ 
+
+Holders
+of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available
+funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro
+rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
+over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption
+provisions applicable to our common stock.
+
+ 
+
+Preferred
+Stock 
+
+ 
+
+We
+do not have an authorized class of preferred stock.
+
+ 
+
+Dividend
+Policy
+
+ 
+
+We
+have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
+finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
+
+ 
+
+Share
+Purchase Warrants 
+
+ 
+
+We
+have not issued and do not have outstanding any warrants to purchase shares of our common stock.
+
+ 
+
+Options
+
+ 
+
+We
+have not issued and do not have outstanding any options to purchase shares of our common stock.
+
+ 
+
+Convertible
+Securities 
+
+ 
+
+We
+have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible
+or exchangeable into shares of our common stock.
+
+ 
+
+Interests
+Of Named Experts And Counsel
+
+ 
+
+No
+expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion
+upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering
+of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest,
+direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant
+or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or
+employee.
+
+ 
+
+Fox
+Law Offices, P.A. has provided an opinion on the validity of our common stock.
+
+ 
+
+The
+financial statements included in this prospectus and the registration statement have been audited by George Stewart, Certified
+Public Accountant, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the
+registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm
+as experts in auditing and accounting.
+
+ 
+
+Description
+Of Business 
+
+ 
+
+Product
+Overview
+
+ 
+
+We
+intend to commence business operations by developing, manufacturing, marketing, and selling
+dog waste removal devices. While we were incorporated on July 30, 2009, we have only recently taken steps to proceed with our
+intended business plan. Our president, Rami Tabet, has designed a device concept that permits the user to enclose dog waste in
+a plastic bag this is contained inside of a sealed plastic case. The user can then disposed of the plastic bag without direct
+contact. To date, we have not manufactured or sold any dog waste removal devices. Mr. Tabet is in the process of preparing formal,
+graphic depictions of his dog waste removal product design, as well as the product specifications that he envisions, that will
+form the basis for a prototype design.
+
+ 
+
+In order to continue our business plan, we need
+to transform our device concept into a working prototype that is suitable for mass production and then enter into an agreement
+with a suitable third party for manufacture. We anticipate that we will retain consultants and third parties to design a prototype
+for our product, as well as manufacture and package our product. We would be primarily responsible for marketing, distributing,
+and selling our product, though we may decide to outsource aspects of these tasks as well. We expect to incur consulting and engineering
+costs of approximately $25,000 in connection with the development of a working dog waste removal device prototype and anticipate
+completing a suitable prototype that forms the basis for manufacturing by December 2013.
+
+ 
+
+ 14
+
+ 
+
+ 
+ 
+
+In order to proceed with the
+manufacturing and distribution of our proposed devices, we will require approximately an additional $250,000. From the date that
+we secure this financing, we anticipate that we will be able to commence selling our products and generating revenue within six
+months. However, this assumes that we do not encounter any delays in the prototype design and transition to manufacturing, of
+which there is no guarantee. Thus, we anticipate incurring approximately $275,000 in expenses prior to the time that we expect
+to commence earning revenue from the sale of dog waste removal devices in July 2014, assuming that our estimates are accurate.
+
+ 
+
+Emerging
+Growth Company Status
+
+ 
+
+Because
+we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as
+an "emerging growth company" under the Jumpstart Our Business Startups ("JOBS") Act.
+
+ 
+
+We
+will lose our emerging growth company status on the earliest occurrence of any of the following events:
+
+ 
+
+1.on
+ the
+ last
+ day
+ of
+ any
+ fiscal
+ year
+ in
+ which
+ we
+ earn
+ at
+ least
+ $1
+ billion
+ in
+ total
+ annual
+ gross
+ revenues,
+ which
+ amount
+ is
+ adjusted
+ for
+ inflation
+ every
+ five
+ years;
+
+ 
+
+2.on
+ the
+ last
+ day
+ of
+ the
+ fiscal
+ year
+ of
+ the
+ issuer
+ following
+ the
+ fifth
+ anniversary
+ of
+ the
+ date
+ of
+ our
+ first
+ sale
+ of
+ common
+ equity
+ securities
+ pursuant
+ to
+ an
+ effective
+ registration
+ statement;
+
+ 
+
+3.on
+ the
+ date
+ on
+ which
+ we
+ have,
+ during
+ the
+ previous
+ 3-year
+ period,
+ issued
+ more
+ than
+ $1
+ billion
+ in
+ non-convertible
+ debt;
+ or
+
+ 
+
+4.the
+ date
+ on
+ which
+ such
+ issuer
+ is
+ deemed
+ to
+ be
+ a
+ , ' ': large
+ accelerated
+ filer ,
+ as
+ defined
+ in
+ section
+ 240.12b–2
+ of
+ title
+ 17,
+ Code
+ of
+ Federal
+ Regulations,
+ or
+ any
+ successor
+ thereto. 
+
+ 
+
+A
+"large accelerated filer" is an issuer that, at the end of its fiscal year, meets the following conditions:
+
+ 
+
+1.it
+ has
+ an
+ aggregate
+ worldwide
+ market
+ value
+ of
+ the
+ voting
+ and
+ non-voting
+ common
+ equity
+ held
+ by
+ its
+ non-affiliates
+ of
+ $700
+ million
+ or
+ more
+ as
+ of
+ the
+ last
+ business
+ day
+ of
+ the
+ issuer s
+ most
+ recently
+ completed
+ second
+ fiscal
+ quarter;
+
+ 
+
+2.it
+ has
+ been
+ subject
+ to
+ the
+ requirements
+ of
+ section
+ 13(a)
+ or
+ 15(d)
+ of
+ the
+ Act
+ for
+ a
+ period
+ of
+ at
+ least
+ twelve
+ calendar
+ months;
+ and
+
+ 
+
+3.it
+ has
+ filed
+ at
+ least
+ one
+ annual
+ report
+ pursuant
+ to
+ section
+ 13(a)
+ or
+ 15(d)
+ of
+ the
+ Act.
+
+ 
+
+As
+an emerging growth company, exemptions from the following provisions are available to us:
+
+ 
+
+1.Section
+ 404(b)
+ of
+ the
+ Sarbanes-Oxley
+ Act
+ of
+ 2002,
+ which
+ requires
+ auditor
+ attestation
+ of
+ internal
+ controls;
+
+ 
+
+2.Section
+ 14A(a)
+ and
+ (b)
+ of
+ the
+ Securities
+ Exchange
+ Act
+ of
+ 1934,
+ which
+ require
+ companies
+ to
+ hold
+ shareholder
+ advisory
+ votes
+ on
+ executive
+ compensation
+ and
+ golden
+ parachute
+ compensation;
+
+ 
+
+3.Section
+ 14(i)
+ of
+ the
+ Exchange
+ Act
+ (which
+ has
+ not
+ yet
+ been
+ implemented),
+ which
+ requires
+ companies
+ to
+ disclose
+ the
+ relationship
+ between
+ executive
+ compensation
+ actually
+ paid
+ and
+ the
+ financial
+ performance
+ of
+ the
+ company;
+
+ 
+
+4.Section
+ 953(b)(1)
+ of
+ the
+ Dodd-Frank
+ Act
+ (which
+ has
+ not
+ yet
+ been
+ implemented),
+ which
+ requires
+ companies
+ to
+ disclose
+ the
+ ratio
+ between
+ the
+ annual
+ total
+ compensation
+ of
+ the
+ CEO
+ and
+ the
+ median
+ of
+ the
+ annual
+ total
+ compensation
+ of
+ all
+ employees
+ of
+ the
+ companies;
+ and
+
+ 
+
+5.The
+ requirement
+ to
+ provide
+ certain
+ other
+ executive
+ compensation
+ disclosure
+ under
+ Item
+ 402
+ of
+ Regulation
+ S-K.
+ Instead,
+ an
+ emerging
+ growth
+ company
+ must
+ only
+ comply
+ with
+ the
+ more
+ limited
+ provisions
+ of
+ Item
+ 402
+ applicable
+ to
+ smaller
+ reporting
+ companies,
+ regardless
+ of
+ the
+ issuer s
+ size.
+
+ 
+
+Pursuant
+to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements
+that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain
+our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised
+accounting standards under Section 102(b)(1) of the JOBS Act.
+
+ 
+
+ 15
+
+ 
+
+ 
+ 
+
+Market for the Product
+
+ 
+
+Dog owners are under community pressure, and
+often legal requirements, to remove solid waste that their pets produce in public places and on the private property of third
+parties during walks. Failure of an owner to retrieve dog waste may be considered a public health and can result in an owner being
+subject to significant fines. While many owners use various forms of plastic bags to retrieve dog waste from the ground, this
+places the owner in close contact with the waste, which is considered unpleasant. Our business plan is based on the premise that
+dog owner s will be prepared to purchase a dog waste retrieval product that allows them to collect and dispose of dog waste
+at a distance.
+
+ 
+
+We intend to initially distribute our products
+in North America with a view to expanding our market focus depending on our initial success. While we have not conducted any formal
+study to ensure that there is a market for our product given our proposed manufacturer s suggested retail price of approximately
+$30 per dog waste removal device, our initial analysis of competitive products that are currently available through large chain
+pet stores indicated there are no available products with comparable features to our proposed design and that existing mechanisms
+with and without bags (see "Existing Competitive Products" below for descriptions of these) had prices ranging from
+$17,59 for products that involve close contact with the dog waste to $58.99 for rake and handled scooping mechanisms. Based on
+these prices and the features of our proposed product, in management s sole opinion, we believe that our pricing is reasonable
+for providing for a sufficient market for our product in North America.
+
+ 
+
+Our ability to market our dog waste removal
+devices in North America will be adversely impacted by the fragmented and competitive nature of the pet products industry. The
+sector includes large entities that mass produce products for pets, as well as many boutique manufacturers that produce small
+batches of dog waste removal products and related accessories, such as plastic waste bags.
+
+ 
+
+While
+the principal competitive factors in dog waste removal are product design and effectiveness, pricing and availability of the product
+and geographic coverage are also critical. We will compete with many local, regional and national purveyors of pet products that
+offer multiple consumer items to pet and department stores and can therefore command better product placement. Most of our competitors
+have greater financial resources and may be able to withstand sales or price decreases better than we will. We also expect to
+continue to face competition from new market entrants. We may be unable to compete effectively with these existing or new competitors,
+which could have a material adverse effect on our financial condition and results of operations.
+
+ 
+
+Product Design
+
+ 
+
+Our proposed product would allow dog owners
+to collect dog waste with a simple one-handed operation from a distance of approximately three feet. The apparatus would consist
+of a plastic handle which the owner holds, a three foot straight piece of plastic that joins the handle to a plastic case, and
+the sealed plastic case that would collect the dog waste. A lever mechanism at the base of the handle would allow the owner to
+open and close the sealed plastic case.
+
+ 
+
+Prior to taking a dog for a walk, the owner
+would insert a plastic, elastic-edge, liner bag in the sealed plastic case. To use the device, the owner would position the unit,
+with the plastic case open, over the dog waste to be collected. He or she would then press the handle lever in order to close
+the plastic case. The plastic case mechanism would then seal the waste inside of the liner bag, which would automatically be sealed
+upon closure. When the owner wishes to dispose of the liner bag full of waste in a garbage receptacle, he or she would simply
+move the lever and the waste-filled bag would drop.
+
+ 
+
+We would also develop, manufacture, and sell
+replacement liner bags that are specially designed to fit the dog waste removal device. We intend to offer standard bags composed
+of polyethylene film with an elastic edge, as well as biodegradable bags made of water soluble film.
+
+ 
+
+We anticipate that we will retain consultants
+and third parties to design a prototype for our product, as well as manufacture and package our product. We would be primarily
+responsible for marketing, distributing, and selling our product, though we may decide to outsource aspects of these tasks as
+well.
+
+ 
+
+Existing Competitive Products
+
+ 
+
+While various companies offer dog waste retrieval
+products, we are not aware of any that have all of the features of our proposed product. Current dog waste removal products fall
+into one of the following categories:
+
+ 
+
+1.Mechanisms
+ with bags
+
+ 
+
+Products
+in this group use a mechanism in conjunction with a bag to collect, carry, and dispose of dog waste. Such products require the
+user to seal the bag by hand and many require the user to manually dispose of the bag. In practice these products are difficult
+to manipulate effectively and the manner of operation results in incomplete retrieval of the waste or unintended smearing of waste
+on the device. As well, such devices still require the dog owner to be in close proximity of the dog waste.
+
+ 
+
+ 16
+
+ 
+
+ 
+
+ 
+
+2.Mechanisms
+ without
+ bags
+
+ 
+
+Products
+in this group use some type of mechanism to collect, carry, and dispose of dog waste. While these products suffer the same disadvantages
+as the products in the first group, the primary disadvantage of these products is that they tend to gather dog waste residue and
+therefore require periodic cleaning. This group also includes rakes and shovels.
+
+ 
+
+3.Modified
+ bags
+
+ 
+
+Products
+in this group include paper or plastic bags that have features added, such as cardboard or stiff plastic, to keep the users hand
+from directly touching the dog waste and make it less distasteful to pick up dog waste. These products are often bulky and awkward,
+making transport and handling quite difficult. Moreover, these products can present difficult cleaning problems and require the
+dog owner to be in close proximity of the dog waste. Accordingly, such products can be considered objectionable from an aesthetic
+and functional standpoint.
+
+ 
+
+4.Bags
+
+ 
+
+This
+group consists of ordinary plastic bags, which are slightly modified or not modified at all. Modified bags include scented bags,
+biodegradable bags, and bags with built-in ties. While use of a plastic bag is the most commonly employed means for cleaning up
+dog waste and is the least expensive, it is also one of the most objectionable. The user must come into direct tactile and olfactory
+contact with the dog waste. In addition, the bag requires careful handling until a suitable waste receptacle is located.
+
+ 
+
+We intend to design a dog waste retrieval device
+that overcome the disadvantages of these existing products in order to achieve a competitive advantage. Our business strategy
+is based on the view that dog owners will be willing to pay for a dog waste removal product that allows them to avoid close contact
+with the waste.
+
+ 
+
+Sales
+and Marketing Strategy
+
+ 
+
+Assuming
+that we are successful in designing a dog waste removal device prototype and manufacturing such a product for distribution and
+sale, our proposed marketing strategy is to simply and succinctly explain our product to our target market, dog owners. We expect
+that our marketing strategy will be most successful if we are able to visually demonstrate the use of our product and also verbally
+explain its advantages. To this end, we would likely engage in retail product demonstrations at retail locations, develop commercials
+for presentation on cable television, and develop a website that includes video footage depicting the use of our dog waste removal
+product. We expect that we will outsource product demonstrations at retail locations and the development of commercials to consultants
+that conduct business in North America. As well, we intend to package our product in a fashion that allows potential consumers
+to try the product by moving its lever in order to open and close the seal plastic case that is intended to collect dog waste.
+
+ 
+
+We
+expect to begin implementation of our sales and marketing strategy concurrently with the device manufacturing process, which we
+expect to commence in approximately December 2013 and be completed by July 2014. This will include the following components:
+
+ 
+
+1.Website
+ design
+ with
+ an
+ estimated
+ cost
+ of
+ $5,000;
+
+ 
+2. Product
+ packaging
+ design
+ with
+ an
+ estimated
+ cost
+ of
+ $25,000;
+
+3. Product
+ demonstrations
+ with
+ an
+ estimated
+ cost
+ of
+ $20,000.
+
+ 
+
+These
+marketing costs are included in our manufacturing budget. Due to the cost of producing and airing a television advertisement,
+estimated to be $100,000 for production and about $50,000 for a modest advertising campaign, we will defer these costs until we
+begin generating revenue from product sales and perform a detailed cost-benefit analysis of the likely impact of television advertising.
+
+ 
+
+We
+intend to sell our dog waste removal product and liner bags through distribution arrangements with pet stores of various sizes,
+as well as general retailers, which include supermarkets, discount stores, and large chain stores. We are subject to the risk
+that large, high-profile, retailers could exert substantial pressure on us due to their size and the small contribution that our
+products would likely have to their financial success. Because of this difference in market influence, such retailers would have
+leverage over the pricing of our products, inventory and product return policies, as well as product specifications. This could
+either reduce the retail price of our products and thereby reduce our margins, or limit the types of stores at which our products
+are available for sale.
+
+ 
+
+ 17
+
+ 
+
+ 
+ 
+
+We
+hope to enter into agreements with both regional and national pet product distributors, though there is no guarantee that we will
+be successful in reaching such arrangements. Currently, our plan is to locate and contact North American distributors through
+the Pet Industry Distributors Association for product that we intend to sell through third party retail locations. Because of
+the ability of pet product distributors to consolidate freight costs, interact with retailers regarding various pet products,
+handle credit and collections, and enjoy lower storage costs, we anticipate incurring fewer costs than if we managed distribution
+ourselves. We may also outsource our website sales to an independent pet product distributor if we are able to reach an arrangement
+with a distributor that is economically viable. If we decide to directly control product distribution, we will incur costs related
+to taking and processing product orders from retailers; shipping and warehousing costs; credit, collections, and in-house accounting
+fees.
+
+ 
+
+We
+will also sell our products on a company website, though we will commit to any distributors and retailers that we will not sell
+our products through our website for less than the manufacturer s suggested retail price, which we expect to be approximately
+$30 for the device and approximately $7 for a box of 50 replacement bags. We currently project that each dog waste removal device
+will cost us approximately $4.80 to manufacture and that each box of replacement bags will cost approximately $1.50 to manufacture.
+However, because we have not completed a prototype of our device that is amenable to mass production, these figures are subject
+to revision.
+
+ 
+
+Government
+Regulation
+
+ 
+
+While
+most pet product regulation relates to food and treats, we will have to comply with laws relating to product labeling, the truth
+and accuracy of product claims, and general safety requirements for consumer products.
+
+ 
+
+We
+will be required to comply with the National Institute of Standards and Technology s Handbook of Uniform Packaging and Labeling
+Regulations and the Fair Packaging and Labeling Act that enumerates measurement and labeling requirements for products. This will
+be particularly applicable to our liner bag packages, which must accurately state the number of bags in each box.
+
+ 
+
+We
+must also ensure that we are able to substantiate the truth of any claims that we make regarding the performance of our product
+in order to comply with the requirements for consumer products that the Federal Trade Commission establishes. We must also demonstrate
+that our product is safe for use in accordance with the requirements of the Consumer Products Safety Commission.
+
+ 
+
+We
+do not anticipate that our cost of compliance with applicable government regulations will be material.
+
+ 
+
+Subsidiaries
+
+ 
+
+We
+do not have any subsidiaries.
+
+ 
+
+Patents
+and Trademarks
+
+ 
+
+We
+do not own, either legally or beneficially, any patents or trademarks. Once we have completed an operating prototype of our dog
+waste removal device, we anticipate that we will seek patent protection for its design. As well, once we have selected a name
+for our device, we will attempt to register a trademark in order to protect the name.
+
+ 
+
+Governmental
+and Industry Regulations
+
+ 
+
+We
+will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal
+securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.
+
+ 
+
+Research
+and Development Activities and Costs
+
+ 
+
+We
+have not spent any funds on research and development activities to date.
+
+ 
+
+Compliance
+with Environmental Laws
+
+ 
+
+Our
+current operations are not subject to any environmental laws.
+
+ 
+
+ 18
+
+ 
+
+ 
+ 
+
+Facilities
+
+ 
+
+We
+do not own or rent facilities of any kind. We plan to conduct our operations from the office of our president until we are in
+a position to commence and expand operations. 
+
+ 
+
+Employees
+
+ 
+
+We
+have commenced only limited operations, and therefore currently have no employees other than our sole officer and director.
+
+ 
+
+Reports
+to Stockholders
+
+ 
+
+We
+are not currently a reporting company, but upon effectiveness of the registration statement, of which this prospectus forms a
+part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports
+include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of
+these reports from the SEC s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days
+during the hours of 10 a.m. to 3 p.m. or on the SEC s website, at www.sec.gov. You may obtain information on the operation
+of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
+
+ 
+
+Description
+Of Property
+
+ 
+
+We
+do not own any real property interest. Our offices are located at 38th Street, New Sehaile, Beirut, Lebanon.
+
+ 
+
+Legal
+Proceedings
+
+ 
+
+We
+are not currently a party to any legal proceedings. Our address for service of process in Nevada is 50 West Liberty Street, Suite
+880, Reno, Nevada, 89501.
+
+ 
+
+Market
+For Common Equity And Related Stockholder Matters
+
+ 
+
+No
+Public Market for Common Stock
+
+ 
+
+There
+is presently no public market for our common stock. We anticipate applying for trading of our common stock on FINRA s the
+over the counter bulletin board known as the OTCBB, and OTC Market s OTCQB, a venture marketplace for companies that are
+current in their reporting with the Securities & Exchange Commission, upon the effectiveness of the registration statement
+of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board
+or, if traded, that a public market will materialize.
+
+ 
+
+Stockholders
+of Our Common Shares
+
+ 
+
+As
+of the date of this registration statement, we have 31 registered shareholders.
+
+ 
+
+Rule
+144 Shares 
+
+ 
+
+Our
+shares of common stock are not currently available for resale to the public in accordance with the volume and trading limitations
+of Rule 144 of the Act because we are a shell company. Our shareholders cannot rely on Rule 144 for the resale of our common stock
+until the following have occurred:
+
+ 
+
+1.we
+ have ceased to be a shell company;
+
+ 
+
+2.we
+ are subject to the reporting requirements of
+ the Exchange Act, which we are;
+
+ 
+
+3.we
+ have filed all Exchange Act reports required
+ for the past 12 months, which we have; and
+
+ 
+
+4.a
+ minimum
+ of
+ one
+ year
+ has
+ elapsed
+ since
+ we
+ filed
+ current
+ Form
+ 10
+ information
+ on
+ Form
+ 8-K
+ changing
+ our
+ status
+ from
+ a
+ shell
+ company
+ to
+ a
+ non-shell
+ company.
+
+ 
+
+When
+Rule 144 is available, our affiliate stockholders shall be entitled to sell within any three month period a number of shares that
+does not exceed 1% of the number of shares of the company s common stock then outstanding which, in our case, will equal
+35,000, shares as of the date of this prospectus based on our current issued and outstanding share capital of 3,500,000 shares
+of common stock.
+
+ 
+
+ 19
+
+ 
+
+ 
+
+ 
+
+Sales
+under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public
+information about the company.
+
+ 
+
+Stock
+Option Grants 
+
+ 
+
+To
+date, we have not granted any stock options.
+
+ 
+
+Registration
+Rights 
+
+ 
+
+We
+have not granted registration rights to the selling shareholders or to any other persons.
+
+ 
+
+Dividends
+
+ 
+
+There
+are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
+however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
+
+ 
+
+ 
+ 1.
+ we
+ would not be able to pay our debts as they become due in the usual course of business; or
+
+ 
+ 2.
+ our total assets
+ would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders
+ who have preferential rights superior to those receiving the distribution.
+
+ 
+
+We
+have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
+
+ 
+
+ 20
+
+ 
+
+ 
+ 
+
+Financial
+Statements 
+
+ 
+
+Index
+to Financial Statements:
+
+ 
+
+ 1.
+ Report
+ of Independent Registered Public Accounting Firm;
+ 
+ 22
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 2.
+ Audited financial statements
+ for the period from July 30, 2009 (inception) to April 30, 2010 and for the fiscal years ended April 30, 2012 and 2011, including:
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ a.
+ 
+ Balance
+ Sheets;
+ 
+ F-1, F-9, F-17
+
+ 
+ b.
+ 
+ Statements
+ of Operations;
+ 
+ F-2, F-10, F-18
+
+ 
+ c.
+ 
+ Statements of Cash Flows;
+ 
+ F-3, F-11, F-19
+
+ 
+ d.
+ 
+ Statements of Stockholders Equity (Deficit);
+ and
+ 
+ F-4, F-12, F-20
+
+ 
+ e.
+ 
+ Notes
+ to Financial Statements
+
+ 
+
+ 
+ F-5, F-13, F-21
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 3.
+ Unaudited financial statements
+ for the six-month period ended October 31, 2012, including:
+ 
+ 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ 
+ a.
+ 
+ Balance
+ Sheets;
+ 
+ F-25
+
+ 
+ b.
+ 
+ Statements
+ of Operations;
+ 
+ F-26
+
+ 
+ c.
+ 
+ Statements of Cash Flows;
+ 
+ F-27
+
+ 
+ d.
+ 
+ Statements
+ of Stockholders Equity (Deficit); and
+ 
+ F-28
+
+ 
+ e.
+ 
+ Notes to
+ Financial Statements
+ 
+ F-29
+
+ 
+
+ 21
+
+ 
+
+ 
+ 
+
+GEORGE STEWART, CPA
+
+316 17TH AVENUE SOUTH
+
+SEATTLE, WASHINGTON98144
+
+(206) 328-8554 FAX(206) 328-0383
+
+ 
+
+REPORT OF INDEPENDENT REGISTERED PUBLIC
+ACCOUNTING FIRM
+
+ 
+
+To the Board of Directors
+
+Wishbone Pet Products Inc.
+
+ 
+
+I have audited the accompanying balance sheets of Wishbone Pet
+Products Inc.(A Development Stage Company) as of April 30, 2012, 2011 and 2010, and the related statements of operations, stockholders 
+equity and cash flows for the years ended April 30, 2012, 2011 and 2010 and for the period from July 30, 2009(inception), to April
+30, 2012. These financial statements are the responsibility of the Company s management. My responsibility is to express
+an opinion on these financial statements based on my audit.
+
+ 
+
+I conducted my audit in accordance with the standards of the Public
+Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable
+assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
+evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
+used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe
+that my audit provides a reasonable basis for my opinion.
+
+ 
+
+In my opinion, the financial statements referred to above present
+fairly, in all material respects, the financial position of Wishbone Pet Products Inc., (A Development Stage Company) as of April
+30, 2012, 2011 and 2010, and the results of its operations and cash flows for the years ended April 30, 2012, 2011 and 2010 and
+the period from July 30, 2009(inception), to April 30, 2012 in conformity with generally accepted accounting principles in the
+United States of America.
+
+ 
+
+The accompanying financial statements have been prepared assuming
+the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the Company has had no operations
+and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management s
+plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might
+result from the outcome of this uncertainty.
+
+ 
+
+ /s/
+ George Stewart
+ 
+ 
+
+ 
+ 
+ 
+
+ Seattle, Washington
+ 
+ 
+
+ August 1, 2012
+ 
+ 
+
+ October 16, 2012
+ 
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 22
+
+ 
+
+ 
+
+ 
+
+WISHBONE
+PET PRODUCTS INC.
+
+(A
+Developmental Stage Company)
+
+BALANCE
+SHEET
+
+April
+30, 2010
+
+ 
+
+ ASSETS 
+ 
+
+ Cash 
+ $1,969 
+
+ 
+ 
+
+ TOTAL ASSETS 
+ $1,969 
+
+ 
+ 
+
+ LIABILITIES & SHAREHOLDER S EQUITY 
+ 
+
+ 
+ 
+
+ LIABILITIES 
+ 
+
+ Accounts payable 
+ $3,851 
+
+ 
+ 
+
+ SHAREHOLDER S EQUITY 
+ 
+
+ Capital stock authorized: 200,000,000 common shares with a par value $0.001
+ Issued and outstanding: 2,000,000 common shares 
+ 
+
+ 
+ 
+
+ Capital stock 
+ $2,000 
+
+ Additional paid-in capital 
+ - 
+
+ Deficit accumulated during the developmental stage 
+ (3,882)
+
+ 
+ (1,882)
+
+ 
+ 
+
+ TOTAL LIABILITIES & SHAREHOLDER S EQUITY 
+ $1,969 
+
+ 
+
+ F-1
+
+ 
+
+ 
+ 
+
+WISHBONE
+PET PRODUCTS INC.
+
+(A
+Developmental Stage Company)
+
+INCOME
+STATEMENT
+
+For
+the year ended April 30, 2010
+
+ 
+
+ 
+ For the period 
+
+ 
+ ended 
+
+ 
+ April 30, 2010 
+
+ OPERATING EXPENSES 
+ 
+
+ 
+ 
+
+ Professional fees 
+ $3,400 
+
+ General & administrative expenses 
+ 483 
+
+ 
+ 
+
+ TOTAL EXPENSES 
+ 3,883 
+
+ 
+ 
+
+ OPERATING LOSS 
+ $(3,883)
+
+ 
+ 
+
+ OTHER INCOME 
+ 
+
+ 
+ 
+
+ Interest income 
+ 1 
+
+ 
+ 
+
+ NET INCOME/(LOSS) 
+ $(3,882)
+
+ 
+ 
+
+ Net loss per share, basic and diluted 
+ $(0.005)
+
+ 
+ 
+
+ Weighted average common shares outstanding, basic and diluted 
+ 839,416 
+
+ 
+
+ F-2
+
+ 
+
+ 
+ 
+
+WISHBONE
+PET PRODUCTS INC.
+
+(A
+Developmental Stage Company)
+
+STATEMENT
+OF CASH FLOWS
+
+For
+the year ended April 30, 2010
+
+ 
+
+ 
+ For the year 
+
+ 
+ Ended 
+
+ 
+ April 30, 2010 
+
+ 
+ 
+
+ Net income/(loss) 
+ $(3,882)
+
+ Adjustments to reconcile net income to net cash: 
+ 
+
+ 
+ 
+
+ Changes in current assets and liabilities: 
+ 
+
+ Accounts payable 
+ 4,399 
+
+ 
+ 
+
+ Net cash used in operating activities 
+ $517 
+
+ 
+ 
+
+ Cash Flows from Investing Activities 
+ $- 
+
+ 
+ 
+
+ Net cash used in investing activities 
+ $- 
+
+ 
+ 
+
+ Cash Flows from Financing Activities 
+ 
+
+ Proceeds from the issuance of common stock 
+ $2,000 
+
+ 
+ 
+
+ Net cash provided by financing activities 
+ $2,000 
+
+ 
+ 
+
+ Net cash flows from operations 
+ $2,517 
+
+ 
+ 
+
+ Cash and cash equivalents, beginning of period 
+ $- 
+
+ 
+ 
+
+ Cash and cash equivalents, end of period 
+ $2,517 
+
+ 
+
+ F-3
+
+ 
+
+ 
+
+ 
+
+WISHBONE
+PET PRODUCTS INC.
+
+(A
+Developmental Stage Company)
+
+STATEMENT
+OF CHANGES IN STOCKHOLDER S EQUITY
+
+For
+the period July 30, 2009 to the year ended April 30, 2010
+
+ 
+
+ 
+ Common Stock 
+ 
+ 
+ 
+
+ 
+ 200,000,000 shares authorized 
+ Additional 
+ 
+ Total 
+
+ 
+ Shares 
+ Par Value 
+ Paid in 
+ Accumulated 
+ Shareholder s 
+
+ 
+ Issued 
+ $.001 per share 
+ Capital 
+ Deficit 
+ Equity 
+
+ 
+ 
+ 
+ 
+ 
+ 
+
+ Shares issued at $0.001 
+ 2,000,000 
+ $2,000 
+ $- 
+ $- 
+ $2,000 
+
+ Net income/loss 
+ 
+ 
+ 
+ (3,882) 
+ (3,882)
+
+ Balance, April 30, 2010 
+ 2,000,000 
+ $2,000 
+ $- 
+ $(3,882) 
+ $(1,882)
+
+ 
+
+ F-4
+
+ 
+
+ 
+ 
+
+WISHBONE
+PET PRODUCTS INC.
+
+(A
+Development Stage Company)
+
+Notes
+to the Financial Statement
+
+April
+30, 2010
+
+ 
+
+Note 1 Nature
+ and
+ Continuance
+ of
+ Operations
+
+ 
+
+Wishbone
+Pet Products Inc. was incorporated in the State of Nevada on July 30, 2009. The Company has been in the development stage since
+its formation and has not realized any revenues from its planned operations. The Company is primarily engaged in the business
+of developing, manufacturing, marketing and selling dog waste removal devices.
+
+ 
+
+The
+Company has chosen an April 30 fiscal year end.
+
+ 
+
+Note 2 Basis
+ of
+ Presentation
+ –
+ Going
+ Concern
+ Uncertainties
+
+ 
+
+These
+financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which
+contemplate continuation of the Company as a going concern. The Company is at its early stages of development and has limited
+operations, and has sustained operating losses resulting in a deficit.
+
+ 
+
+The
+Company has accumulated a deficit of $3,882 since inception, has yet to achieve profitable operations and further losses are anticipated
+in the development of its business. The Company s ability to continue as a going concern is in substantial doubt and is
+dependent upon obtaining financing and/or achieving a sustainable profitable level of operations. The financial statements do
+not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as
+necessary and it expects to raise funds through private or public equity investment or loans from directors of the Company in
+order to support existing operations. There is no assurance that such additional funds will be available for the Company on acceptable
+terms, if at all.
+
+ 
+
+Note 3

parsed_sections/prospectus_summary/2013/CIK0001561627_exone-co_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that is important to you or that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the risk factors, financial data, and financial statements included herein, before making a decision about whether to invest in our common stock. All financial information includes The ExOne Company and its wholly-owned subsidiaries, ExOne Americas LLC (United States), ExOne GmbH (Germany) and Ex One KK (Japan). All financial information for periods prior to January 1, 2013 is of The Ex One Company, LLC, our predecessor company, and its subsidiaries, and all financial information for periods prior to March 27, 2013 include variable interest entities, Troy Metal Fabricating, LLC ( TMF ) and Lone Star Metal Fabrication, LLC ( Lone Star ). Unless the context requires otherwise or we specifically indicate otherwise, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option. As used in this prospectus, unless the context otherwise requires or indicates, the terms ExOne, our Company, the Company, we, our, ours, and us refer to The ExOne Company and its wholly-owned subsidiaries. Overview The Company We are a global provider of three dimensional ( 3D ) printing machines and printed products, materials and other services to industrial customers. Our business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for our customers using our in-house 3D printing machines. We offer pre-production collaboration and print products for customers through our six production service centers ( PSCs ), which are located in the United States, Germany and Japan. We build 3D printing machines at our facilities in the United States and Germany. We also supply the associated materials, including consumables and replacement parts, and other services, including training and technical support, necessary for purchasers of our machines to print products. We believe that our ability to print in a variety of industrial materials, as well as our industry-leading printing capacity (as measured by build box size and printhead speed), uniquely position us to serve the needs of industrial customers. Our 3D printing machines use our binder jetting technology, powdered materials, chemical binding agents and integrated software to print 3D products directly from computer models by repeatedly depositing very thin layers of powdered materials and selectively placing chemical binding agents to form the printed product. One of our key industry advantages is that our machines are able to print products in materials which are desired by industrial customers. Currently, our 3D printing machines are able to manufacture casting molds and cores from specialty silica sand and ceramics, which are the traditional materials for these casting products. Of equal importance, our 3D printing machines are capable of direct product materialization by printing in industrial metals, including stainless steel, bronze, iron, and bonded tungsten. We are in varying stages of qualifying additional industrial materials for printing, such as titanium, tungsten carbide, aluminum, and magnesium, and our current material development plan calls for an additional industrial material to be qualified every six months. We believe that we are a leader in providing 3D printing machines, 3D printed products, materials and other services to industrial customers in the aerospace, automotive, heavy equipment, energy/oil/gas and other industries. In an effort to further solidify this position, the net proceeds from our initial public offering have been earmarked or spent in order to (1) expand our PSC network to fifteen global locations by the end of 2015, (2) increase capacity and upgrade technology in our production facilities in Germany, including consolidating our operations from five buildings located throughout the district of Augsburg to one purpose-built facility, (3) expand our materials development initiatives and achieve our plan of one new industrial material 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 preliminary 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. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED September 3, 2013 2,656,000 Shares The ExOne Company Common Stock We are offering 1,106,000 shares of our common stock, and the selling stockholders are offering 1,550,000 shares of our common stock. We will not receive any proceeds from the sale of shares by our selling stockholders. Our common stock is listed on The NASDAQ Global Market under the symbol XONE. As of August 30, 2013, the last reported sale price of our common stock on The NASDAQ Global Market was $68.51 per share. Investing in our common stock involves a high degree of risk. Please read Risk Factors beginning on page 14 of this prospectus to read about the risks you should consider before investing. We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company. Per Share Total Assumed public offering price(1) $ 68.51 $ 181,962,560 Estimated underwriting discounts and commissions(2) $ 3.25 $ 8,643,222 Estimated proceeds, before expenses, to us(3) $ 65.25 $ 72,172,887 Estimated proceeds, before expenses, to selling stockholders(3) $ 65.25 $ 101,146,451 (1) Based on the assumed price of $68.51 per share, which is the last reported sale price of our common stock on The NASDAQ Global Market on August 30, 2013. (2) Please see Underwriting beginning on page 112 of this prospectus for additional information regarding the underwriting arrangement. (3) We estimate total offering expenses of approximately $1.2 million in connection with the offering. The selling stockholders will each pay their pro rata portion of the offering expenses incurred. The pro rata portion payable by the selling stockholders is estimated to be approximately $0.7 million ($0.8 million if the underwriters exercise the over-allotment option in full). Some of the selling stockholders have granted the underwriters an option, exercisable within 30 days of the date of this prospectus, to purchase a maximum of 398,400 additional shares of our common stock, at the public offering price, less the underwriting discount, to cover over-allotments of shares, if any. If the underwriters exercise their over-allotment option in full, then the additional estimated proceeds before expenses will be $26.0 million to the selling stockholders. 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 underwriters expect to deliver the shares of our common stock to purchasers against payment on or about , 2013. FBR BB&T Capital Markets Stephens Inc. Canaccord Genuity The date of this prospectus is , 2013. Table of Contents qualified every six months, (4) select and deploy an Enterprise Resource Planning ( ERP ) system to promote operational efficiency and financial controls globally, (5) payoff existing debt, and (6) deploy working capital to support growth. These uses of proceeds and priorities are consistent with the plan outlined by us during our initial public offering and communicated to our stockholders thereafter. See Management s Discussion and Analysis of Financial Condition and Results of Operations Recent Developments. Our revenue growth is driven by increasing customer acceptance of our 3D printing technology. We believe that we can accelerate customer adoption of our technology by delivering turnkey 3D printing services and products, from design through part completion. In developing our next generation 3D printing machine platforms, we successfully focused on achieving the volumetric output rate demanded by our industrial customers. Our refined strategic focus emphasizes all phases of the production cycle, notably enhancements to pre-print, such as Computer Aided Design ( CAD ), simulation, and design optimization, as well as post-print processing, including metal finishing technologies and precision casting capabilities. We are exploring a combination of acquisitions, strategic investments, and/or alliances, some of which we believe will promote advances in pre-print and post-print processing. We intend to use part or all of the proceeds from this offering in order to achieve these and other objectives and for working capital and general corporate purposes to maximize and attain our growth potential. See Use of Proceeds. Our revenues for the six months ended June 30, 2013 were $17.2 million compared to $7.4 million for the six months ended June 30, 2012, and our revenues for the year ended December 31, 2012 were $28.7 million, as compared to $15.3 million for 2011 and $13.4 million for 2010. Our Adjusted EBITDA for the six months ended June 30, 2013 was ($1.2) million as compared to ($3.6) million for the six months ended June 30, 2012, and our Adjusted EBITDA for the year ended December 31, 2012 was ($6.4) million, as compared to ($4.0) million for 2011 and ($3.0) million for 2010. See notes to the table set forth in Summary Consolidated Financial Data for a reconciliation of Adjusted EBITDA to net loss attributable to ExOne. In the six months ended June 30, 2013, we sold nine machines (six S-Max, one S-Print, one M-Lab and one Orion) compared to one machine (S-Max) in the six months ended June 30, 2012. In 2012 we sold thirteen machines (nine S-Max, three S-Print and one S-15) compared to five machines (two S-15, one S-Max, one S-Print and one Other) in 2011 and five machines (two S-15, two S-Max and one Other) in 2010. We conduct a significant portion of our business with a limited number of customers. During the six months ended June 30, 2013 and 2012, we had two customers and one customer, respectively, that each individually represented 10.0% or greater of total revenue. There were no customers for the year ended December 31, 2012 which individually represented 10.0% or greater of total revenue. During the years ended December 31, 2011 and 2010 we had one customer and three customers, respectively, which individually represented 10.0% or greater of total revenue. Our top five customers represented approximately 45.7% and 37.6% of total revenue for the six months ended June 30, 2013 and 2012, respectively, and approximately 31.7%, 40.9%, and 48.7% of total revenue for the years ended December 31, 2012, 2011, and 2010, respectively. For each of the respective periods, these customers primarily purchased 3D printing machines. Sales of 3D printed products, materials and other services tend to be from repeat customers that may utilize the capability of our PSCs for three months or longer. Sales of 3D printing machines are low volume and generate significant revenue but the same customers do not necessarily buy machines in each period. Timing of customer purchases is dependent on the customer s capital budgeting cycle, which may vary from period to period. The nature of the revenue from 3D printing machines, as described above, does not leave us dependent upon a single or a limited number of customers. Rather, the timing of the sales can have a material effect on period to period financial results. Table of Contents Table of Contents Our History Our business began as the advanced manufacturing business of Extrude Hone Corp., which manufactured its first 3D printing machine in 2003 using licensed technology developed by researchers at the Massachusetts Institute of Technology ( MIT ). In 2005, our business assets were transferred to The Ex One Company, LLC, a Delaware limited liability company, when Extrude Hone Corp. was purchased by another company. In 2007, we were acquired by S. Kent Rockwell through his wholly-owned company Rockwell Forest Products, Inc. ( RFP ). On January 1, 2013, The Ex One Company, LLC was merged with and into a newly created Delaware corporation, which changed its name to The ExOne Company (the Reorganization ). On February 12, 2013, we completed our initial public offering of our common stock, raising approximately $90.4 million in net proceeds after expenses to us. Recent Developments On July 23, 2013, we announced that we have added iron infiltrated with bronze as a new 3D printing material. We believe that the addition of iron to our metal portfolio will be well received by customers in the traditional market for iron. We prioritized our development of iron infiltrated with bronze as a result of general customer interest and the breadth of the manufacturing market. Iron is widely used in the manufacturing of machine tools, automotive parts and general support structures. Manufacturing iron-based products using our 3D printing technology allows for the direct creation of more intricate products than traditional manufacturing processes, and creates a more cost effective alternative to current 3D printing materials such as stainless steel. Additionally, we announced that we have added phenolic and sodium silicate to our suite of binders for use in our 3D printing process. Phenolic binder, used with ceramic sand in the 3D printing of molds and cores, offers customers three benefits: (i) casting higher heat alloys; (ii) creating a higher strength mold or core; and (iii) improving the quality of the casting due to reduced expansion of the mold or core. These capabilities address challenges faced by the automotive, aviation, hydraulic/heavy equipment and pump industries. We believe that the use of sodium silicate will reduce or eliminate the release of fumes and gas in the casting process, helping to reduce costs associated with air ventilation, and electrical and maintenance equipment, which we believe will appeal to casting houses that are in search of cleaner environmental processes. We also announced on July 31, 2013 that we opened a new PSC in Auburn, Washington to be cost competitive and meet customer demand in the Puget Sound region. The new PSC is an 11,600 square foot leased facility in which we will print molds and cores for foundries in the northwestern U.S. corridor. Full operations are expected to commence in September 2013. This is our sixth PSC worldwide. We also announced that we opened new sales centers in Sao Paulo, Brazil and Shanghai, China using the resources of the Association for Manufacturing Technology, which provides global support to U.S. manufacturers through its technical centers and representative offices in numerous global locations. We expect our sales representatives in each office to focus on targeting customers well suited for our 3D printing technology and to focus on furthering the reach of our expanding sales network in South America and China. Our sales centers are intended to serve as a preliminary step in establishing increased PSC activity in 2014. On August 1, 2013, we entered into an agreement for the purchase of land in Gersthofen, Germany, in the district of Augsburg to build a new facility. The facility will comprise production, warehouse, service, office and research and development space. On August 14, 2013, we engaged a turnkey provider of construction services for the design and construction of the facility. We intend to consolidate our five existing leased facilities in Augsburg into the new facility, providing expansion capacity to support our global growth strategy. On August 8, 2013, we announced that we have added bonded tungsten as a new 3D printing material to be used in the design of products to be used in protecting people and their environments from the harmful effects of ionizing radiation. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1

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+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 related notes included elsewhere in this prospectus and the information set forth under the headings "Risk Factors," "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unless the context requires otherwise, the words "Textura Corporation," "Textura," "we," "our company," "us" and "our" refer to Textura Corporation, a Delaware corporation, and its subsidiaries. Unless otherwise indicated, all numbers of shares, per share amounts and share prices related to our common stock in this prospectus reflect the 2 for 1 stock split in the form of a stock dividend declared on March 28, 2013. Overview We are a leading provider of on-demand business collaboration software to the commercial construction industry. Our solutions are focused on facilitating collaboration between owners/developers, general contractors and subcontractors. Our solutions increase efficiency, enable better risk management, and provide improved visibility and control of construction activities for our clients. Our collaboration solutions offer robust functionality, data sharing and exchange capabilities, and workflow tools that support several mission-critical business processes at various stages of the construction project lifecycle: Construction Payment Management ("CPM") enables the generation, collection, review and routing of invoices and the necessary supporting documentation and legal documents, and initiation of payment of invoices. Submittal Exchange enables the collection, review and routing of project documents. GradeBeam supports the process of obtaining construction bids, including identifying potential bidders, issuing invitations-to-bid and tracking bidding intent. Pre-Qualification Management ("PQM") supports contractor risk assessment and qualification. Greengrade facilitates the management of environmental certification processes. In addition, we offer PlanSwift, a take-off and estimating solution used in preparing construction bids, and Contractor Default Claims Management, which supports the process of documenting a subcontractor default insurance claim. Each of our collaboration solutions was designed from inception as a software-as-a-service ("SaaS") solution with an on-demand architecture. Our collaboration solutions each use a single code base and we do not customize our solutions for any of our clients. Our technology platform is designed to be highly configurable, scalable, reliable and secure. We believe we are a leading example of a new generation of on-demand software solutions focused on enablement of business-to-business collaborative processes. Such solutions are by design on-demand, as they require neutral third parties to act as the platform for collaboration by multiple parties and to facilitate the exchange of data and documents. We believe the construction industry represents a large and growing market for technology solutions of all types. The industry, we believe, is especially attractive for our solutions and our growth because it is underpenetrated by technology solutions that enable construction industry participants to more easily collaborate and operate more effectively. We have established a strong market position serving this industry. As of June 30, 2013, since the date of launch or acquisition of our solutions, our clients have used one or more of our on-demand collaboration solutions to help manage over 15,000 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents commercial construction projects representing more than $140 billion in construction value as reported by our clients. Our collaboration solutions have been used by more than 3,000 general contractors, owners/developers, and architects. This includes 62 of the 100 largest general contractors in North America, ranked as of May 2013 by Engineering News-Record based on annual construction revenues. In addition, based on management estimates, approximately 300,000 subcontractors were active on our solutions during fiscal 2012. Our solutions are used on construction projects of all sizes, from small remodels or renovations to multi-billion dollar developments. We have achieved significant growth since introducing our solutions to the market. In the fiscal years ended September 30, 2010, 2011 and 2012, we generated revenue of $6.0 million, $10.5 million and $21.7 million, respectively, which represented growth over the prior period of 90.0%, 74.7% and 106.2%, respectively. During the nine months ended June 30, 2012 and 2013, we generated revenue of $15.4 million and $24.7 million, respectively, representing an increase of 60.7% year over year. We had net losses of $15.9 million, $18.9 million, $18.8 million, $14.3 million and $31.3 million, respectively, in the fiscal years ended September 30, 2012, 2011 and 2010 and in the nine months ended June 30, 2012 and 2013. As of June 30, 2013, we had an accumulated deficit of $169.9 million. On June 12, 2013, we completed an initial public offering of 5,750,000 shares of common stock, including 750,000 shares sold pursuant to the underwriters' option to purchase additional shares, at an offering price of $15.00 per share. We received proceeds from the initial public offering of $80.2 million net of underwriting discounts and commissions but before other offering costs of $2.5 million. Our Industry Construction is a major global industry and consists of building new structures, making additions and modifications to existing structures, as well as conducting maintenance, repair and improvements on existing structures. Worldwide construction spending was $8.6 trillion in 2012, according to "Global Construction 2025," a study produced by Global Construction Perspectives, an industry research provider. A total of $153.9 trillion will be spent on construction worldwide during the period from 2012 to 2025, and in 2025 construction is expected to reach more than $15 trillion in annual spending and account for 13.5% of world GDP, according to the same study. We believe the outlook for the construction industry is strong. The industry currently continues to be impacted in certain markets across the globe by slow economic recovery from the global financial crisis, oversupply of occupiable space, and limited availability of credit. However, long-term trends of population growth, deteriorating infrastructure and changing needs for buildings driven by both socioeconomic and technological changes all imply a continuing and growing need for construction activity. In certain markets, including our core markets in North America, the industry's growth rate also is benefitting as a result of the recovery from the factors described above. Overall, global construction spending is expected to grow at a compounded annual growth rate of 4.3% from 2012 to 2025, according to Global Construction Perspectives. Each construction project requires a complex collaborative effort between the many different participants that play a part throughout or at different stages of the project's lifecycle. The practices used by the industry to manage this complexity have been largely manual, paper-based and inefficient, or have relied on technology solutions not designed for collaboration. As a result, we believe participants face numerous challenges collaborating on construction projects, including significant administrative overhead burdens; disparate standards, procedures and systems; lack of workflow discipline and control; inefficient process coordination; errors, inconsistencies and omissions; limited risk management tools; and siloed applications and data repositories. Furthermore, the industry is changing in response to the many issues it faces, including those resulting from the global financial crisis, new approaches to project delivery and an increased focus on risk management, transparency and efficiency. Textura Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7372 (Primary Standard Industrial Classification Code Number) 26-1212370 (I.R.S. Employer Identification Number) 1405 Lake Cook Road Deerfield, IL 60015 (847) 457-6500 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) Patrick J. Allin Chief Executive Officer 1405 Lake Cook Road Deerfield, IL 60015 (847) 457-6500 (Name, address, including zip code and telephone number, including area code, of agent for service) Table of Contents In order to meet these challenges and as companies seek to support growth while limiting costs, we believe industry participants are increasingly adopting software solutions that can also increase visibility into and control over critical stages of the construction lifecycle. We believe software solutions delivered on an on-demand basis and by a neutral third party are necessary to meet this demand. Such solutions can facilitate the exchange of data and information in a cost-effective, flexible, scalable and secure manner. We believe therefore there is a significant opportunity to offer comprehensive on-demand collaboration software solutions that are designed to address the evolving needs of the construction industry as it responds to the many challenges it faces and seeks to achieve greater operational and financial efficiencies, better manage risk and grow significantly over the next decade and beyond. Our Solution Our on-demand business collaboration software solutions address the several challenges associated with the traditional paper-based and personnel-intensive manual approaches or with technology solutions not designed for collaborative processes, and support many of the trends currently occurring within the commercial construction industry. We believe our solutions benefit our clients because they are: Designed specifically for collaborative processes. Our collaboration solutions facilitate the sharing and exchange of data between and within organizations and provide robust workflow tools to ensure that necessary steps are carried out in the right sequence by appropriately authorized users. Developed to meet the needs of the construction industry. Our solutions are built to meet the unique requirements of the construction industry and our delivery capabilities have been organized around the specialized needs of our clients. Delivered through a trusted and neutral third party. We host, provide access to and facilitate the exchange of information, enabling project participants to achieve a common and transparent view of project status. Valuable to all participants. Our solutions are designed to reduce costs, manage risk and improve visibility and decision-making for each participant independent of their specific role or responsibility. Interfaced with existing enterprise systems. Our solutions leverage and protect our clients' existing investments, facilitate their business processes and reduce or eliminate duplicate data entry. Easy to implement, use and adopt. Our solutions can be configured by our clients to meet their specific needs without needing customization, and can be rapidly implemented by our clients across their organizations. Accompanied by high levels of training and support to all users. Our client services team provides extensive on-site training for enterprise clients and unlimited remote live support for all end-users. Our Key Business Attributes Key attributes of our business include the following: Large, attractive market. The construction industry affords us a large market in which to sell our solutions and we believe it is currently underutilizing on-demand business collaboration software solutions. Copies to: David A. Schuette Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 (312) 782-0600 Christopher D. Lueking Latham & Watkins LLP 233 South Wacker Drive, Suite 5800 Chicago, IL 60606 (312) 876-7700 Table of Contents Next-generation approach to solving the challenges facing our clients. We believe ours is a disruptive approach to solving business-to-business collaboration challenges and also can be applied to many processes and industries. High recurrence of fees, favorable timing of cash flow and predictable reported revenue. Our revenue is derived primarily from fees driven by construction project activity and from monthly fees. We increase revenue both as we add clients and our clients increase the number of their projects on our solutions. We historically have experienced high recurrence of fees, favorable timing of cash flow and predictable reported revenue. Highly defensible market position. We believe our industry expertise, leading market share, large installed base and strong intellectual property portfolio represent significant barriers to successful competitive entry. Ability to differentiate through our business and technology approach. We believe we are uniquely positioned to integrate our solutions with other enterprise software and support our solutions with a strong client service capability, and that we have the resources to support significant investment. Focus on quality of service. Our solutions support mission-critical processes and time-sensitive interactions and communications, which require timely and accurate client support. Client service and support is a cornerstone of our value proposition, and we believe it is a significant element of our long-term success. Our Strategy We intend to leverage our existing solutions and industry presence to become the industry standard for collaboration solutions in the construction industry, both domestically and in targeted international markets. The key elements of our strategy to accomplish these objectives are as follows: Increase our market penetration of the construction industry. We intend to actively pursue new client relationships with owners/developers, general contractors and subcontractors that do not currently use our solutions. We intend to focus our existing sales and marketing capabilities on large, strategic owners/developers and general contractors, as they can generate significant, multi-year growth. At the same time, we plan to launch solution and channel initiatives that target smaller industry participants in a cost-effective fashion. Expand our suite of solutions. We plan to continue to use our domain expertise in construction and to work closely with our clients to identify and develop new applications, features and functionality that address business processes we currently do not support. Pursue acquisitions of complementary businesses. We believe that acquisitions of complementary businesses can help us expand our suite of solutions more rapidly, enter into new markets, expand our client base and increase the knowledge and skill sets within our organization. We believe we can enhance the value of these solutions through our financial, technical and other resources, industry presence and their integration into our existing suite of solutions. Increase our client penetration. We believe we have a significant opportunity to cross-sell to our existing clients both our current and our future solutions, and increase the utilization or adoption of our solutions to include a greater number of their projects. We also plan to integrate both our current and our future solutions into a single platform solution, which we believe will significantly increase the value of our solutions and drive increased adoption of multiple solutions by our clients. Expand globally. We believe a substantial opportunity exists to grow sales of our solutions globally. To date, substantially all of our revenue has been generated from clients located in the Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. Table of Contents United States and Canada. However, in certain markets, due to local business practices and regulations, we believe our value proposition could be even stronger than in our established markets in North America. Certain of our large current and potential construction clients also have or are seeking to establish international operations, and have indicated their interest that we support their current or planned international operations, especially as they seek new growth opportunities outside their traditional North American markets. We believe we have accumulated significant experience with the process necessary to enter new markets successfully. Increase the number of industries we serve. Our solutions are designed for complex collaborative environments with significant subcontracting activity. We believe that these characteristics exist in several industries in addition to the construction industry. While we currently do not operate in these other industries, we believe based on our research that there could be demand for our solutions in these other industries. Our Sales Approach We generally market and sell our solutions directly to our clients. Our solutions generally provide significantly greater benefits if deployed to manage all of a client's related construction activities, which requires buy-in and commitment at the highest levels of our clients' organizations. In our experience, this requires an in-person, relationship-driven, consultative approach with a high degree of solution and domain expertise on the part of our employees. Certain of our solutions or clients, however, are effectively sold and supported remotely, primarily over the phone and using email, webinars and other appropriate methods. We intend to grow our remote sales and support capability significantly in order to address the market opportunity we believe is available to us, as well as to support new solutions and segment initiatives. Risks Affecting Us Our business is subject to a number of risks, which could materially and adversely affect our business, financial condition, results of operations and prospects. You should consider carefully these risks before making an investment decision. These risks are described more fully in the "Risk Factors" section beginning on page 11 and include, but are not limited to, the following: we have a history of losses and we do not expect to be profitable for the foreseeable future; we may be adversely affected by conditions in the global and domestic economy or a downturn in the construction industry; we may not be able to execute our growth strategy including expanding into international markets, successfully acquiring complementary businesses or entering into new industries; we may not succeed in developing the market for our solutions; we derive a significant portion of our revenue from a relatively limited number of large client relationships and from a single software solution; and we may be adversely affected if our solutions fail to perform properly. Recent Developments In March 2013, we entered into a non-binding letter of intent related to a potential software development arrangement with an existing client. This development arrangement would result in our company acquiring certain intellectual property rights from the client in connection with the further joint development of these intellectual property rights for use by the client and subsequent commercialization by us in the form of a new collaboration solution for the construction market. Over the past few months, we have conducted due diligence with respect to these intellectual property rights 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. (Check One): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Table of Contents and are in the process of negotiating terms of a definitive agreement. We expect that if a definitive agreement is reached, we will issue shares of our common stock with a value of approximately $16 million in consideration for the transfer of the intellectual property rights and the joint development obligations of the client. In addition, we expect that if a definitive agreement is reached, we would pay royalties on certain commercial sales of the new collaboration solution for a ten-year period. This development arrangement is subject to further due diligence by us and the client and the parties' negotiation and agreement to acceptable terms of a definitive agreement. Accordingly, the terms described above are subject to change. Corporate Information Our business was founded in 2004 and we were incorporated in Delaware in 2007. Our principal executive offices are located at 1405 Lake Cook Road, Deerfield, IL 60015, and our telephone number is (847) 457-6500. Our website address is www.texturacorp.com. Information contained on our website is not incorporated by reference into this prospectus, and should not be considered to be part of this prospectus. "Textura," "Textura Construction Payment Management," "Submittal Exchange," "GradeBeam," "Greengrade" and "PlanSwift" are registered trademarks or logos appearing in this prospectus and are the property of Textura Corporation or one of our subsidiaries. All other trademarks, service marks and trade names in this prospectus are the property of their respective owners. CALCULATION OF REGISTRATION FEE Title of Securities Being Registered Amount to be Registered(1) Estimated Maximum Offering Price Per Share(2) Estimated Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common Stock $0.001 par value per share 5,273,559 $39.95 $210,678,682 $28,737(3) (1)Includes 687,000 shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the registrant's Common Stock on September 13, 2013. (3)Previously paid. Table of Contents The Offering Common stock we are offering 1,000,000 shares Common stock offered by the selling stockholders 3,586,559 shares Common stock to be outstanding after this offering 23,942,396 shares (24,629,396 shares if the over-allotment option is exercised in full) Use of proceeds We currently intend to use the net proceeds received by us from this offering for financing our growth, working capital and other general corporate purposes. In addition, we believe that opportunities may exist from time to time to expand our current business through acquisitions of, or investments in, complementary companies, products or technologies. Other than as described in " Recent Developments," we have no current agreements, commitments or understandings for any specific acquisitions or investments at this time. However, we may use a portion of the net proceeds for these purposes in the future. We will not receive any proceeds from the sale of shares of common stock by selling stockholders, other than $1.8 million, representing the proceeds from the exercise of options and a warrant to purchase an aggregate of 143,808 shares of common stock by certain selling stockholders in connection with this offering. Underwriters' option to purchase additional shares The underwriters have an option to purchase a maximum of 687,000 additional shares of common stock from us to cover over-allotments. The underwriters could exercise this option at any time within 30 days from the date of this prospectus.

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+PROSPECTUS SUMMARY This Prospectus, and any supplement to this Prospectus include forward-looking statements . To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as intends , anticipates , believes , estimates , projects , forecasts , expects , plans and proposes . Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the Risk Factors section beginning on page 9 of this Prospectus and the Management's Discussion and Analysis of Financial Position and Results of Operations section elsewhere in this Prospectus. Prospectus Summary Prospective investors are urged to read this prospectus in its entirety. Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus. Corporate Background: We were incorporated in the British Virgin Islands on July 13, 2012. We are a development stage company; having entered into the development stage on July 13, 2012. We intend to operate as a Hong Kong based Internet marketer, auctioneer, dealer and broker of high quality and unique products and services relating to fine art, fashion, design, d cor, among others. Sales to clients are to be transacted via a live internet streaming auction style broadcast available to a brand-conscious demographic that will encompass an international viewing audience. We will act as a facilitator and intermediary to all those purveyors of specialized goods that we provide through our special onsite broadcasts. We intend to transmit in a live internet streaming format from a variety of different global locations from which we may then highlight and introduce products and goods available from the particular geographic market where we are located that might otherwise not be seen by those from outside that local market area. Our offices are currently located at 2/F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong, SAR, China. Our phone number is 852-2910-7795. Our fiscal year end is October 31. Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern. Table of Contents The Offering: Securities Being Offered Up to 4,700,000 shares of common stock Offering Price The selling shareholders will sell our shares at a fixed price of $0.15 per share for the duration of the offering. We determined this offering price based upon the several factors: our most recent private placements of 50,000 shares of our common stock at a price of $0.10 per share on October 15,2012; our lack of operating history; our capital structure; and the background of our management. Terms of the Offering The selling shareholders will determine when and how they will sell the common stock offered in this prospectus Termination of the Offering The offering will conclude the earlier of 9 months from the effective date of this prospectus, or when all of the 4,700,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares. Securities Issued and to be Issued 11,200,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders. Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders. Financial Summary Information All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted. The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management s Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus. Income Statement Data July 13, 2012 (inception) to July 31, 2013 Nine Months Ended July 31, 2013 July 13, 2012 (inception) to October 31, 2012 Revenues - - - Operating Expenses $ 545,604 $ 55,829 $ 489,775 Net Loss $ 545,604 $ 55,829 $ 489,775 Net Loss Per Share $ (0.00 ) $ (0.07 ) Table of Contents Balance Sheet Data As at July 31, 2013 As at October 31, 2012 Working Capital (Deficiency) $ (24,379 ) $ 11,450 Total Assets $ Nil $ 12,000 Total Current Assets $ Nil $ 12,000 Total Liabilities $ 51,789 $ 8,050 Total Current Liabilities $ 24,379 $ 550 Emerging Growth Company We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act. We shall continue to be deemed an emerging growth company until the earliest of: (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Table of Contents As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "ARAX HOLDINGS CORP." REFERS TO ARAX HOLDINGS CORP. THE FOLLOWING SUMMARY PROVIDES A BRIEF OVERVIEW OF THE KEY ASPECTS OF THE OFFERING. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. ARAX HOLDINGS CORP. We are a development stage company and we are in the business of selling hot dogs from mobile stands in Mexico. We plan to spread our operation throughout Mexico's major cities. As our business expands we plan to serve our customers some other food from our mobile stands, like Italian sausage, Kielbasas, Barbecue and soft drinks. Taking advantage of mobility of our hot dog stands we are going to move in between and place them at the most popular tourist places like beaches and sport sites events for each specific time. We do not have customers or hot dog stands and we currently have minimal operations. We intend to place such hot dog stands in places we believe are popular places for tourists and places with high volume of people traffic. Being a development stage company, we have no revenues and have limited operating history. Arax Holdings Corp. was incorporated in Nevada on Feb 23, 2012. To date we have prepared a business plan and purchased one hot dog machine. Our principal executive office is located at Salvador Diaz Miron #87 Locales B y C. Colonia Santa Maria la Ribera, Mexico DF, C.P. 06400. Our phone number is 1-786-404-1183. We do not have a website. We require a minimum funding of $25,000 to conduct our 12 months plan of operation, and if we are unable to obtain this level of financing, our business may fail. We are a company without revenues and have just recently started our operations; we have minimal assets and have incurred losses since inception. Our financial statements for the period from February 23, 2012 (date of inception) to January 31, 2013, report no revenues and a net loss of $6,297. As of January 31, 2013 we had $1,803 in cash on hand. As of the date of this prospectus we had $1,803 in cash on hand. Our independent registered public accountant has issued an audit opinion for Arax Holdings Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. If we are unable to obtain additional working capital our business may fail. To date, the only operations we have engaged in are the development of a business plan and the purchase of a hot dog stand. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). Being a development stage company, we have very limited operating history. Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of $25,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of $25,000, our business may fail. Even if we raise $100,000 from this offering or more, we may need more funds to develop growth strategy and to continue maintaining a reporting status. 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. Our president devotes approximately 20 hours/week to the business and he has no prior experience managing a public company. Our "burn rate "is $2,072 per month -according to our last financial statements for last three months. Our present capital will last less than a month without any additional funds. If necessary, Vladimir Leonov, our president, has verbally agreed to lend funds to pay for the registration process and lend funds to implement your business plan and to help maintain a reporting status with the SEC in the form of a non-secured loan for the next twelve months, However, the verbal agreement is not binding and that there is no guarantee that we will receive such loans 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. THE OFFERING The Issuer: ARAX HOLDINGS CORP. Securities Being Offered: 10,000,000 shares of common stock Price Per Share: $0.01 Duration of the Offering: The offering shall terminate on the earlier of: (i) the date when the sale of all 10,000,000 common shares is completed; (ii) one year from the date of this prospectus; or (iii) prior to one year at the sole determination of the board of directors. Gross Proceeds if 100% of the shares are sold: $100,000 Gross Proceeds if Two-Thirds of the shares are sold: $66,666 Gross Proceeds if One-Third of the shares are sold: $33,333 Securities Issued and Outstanding: There are 8,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our sole officer and director, Vladimir Leonov. Registration Costs: We estimate our total offering registration costs to be approximately $10,000. Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. SUMMARY FINANCIAL INFORMATION The summarized financial data presented below is derived from, and should be read in conjunction with, our audited financial statements and related notes from February 23, 2012 (date of inception) to January 31, 2013, included on Page F-1 in this prospectus. FINANCIAL SUMMARY January 31, 2013 ($) -------------------- Cash and Deposits 1,803 Total Assets 2,374 Total Liabilities 671 Total Stockholder's Equity 1,703 STATEMENT OF OPERATIONS Accumulated From February 23, 2012 to January 31, 2013 ($) -------------------- Total Expenses 6,297 Net Loss for the Period (6,297) Net Loss per Share 0

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+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

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+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

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+Prospectus Summary 1

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+Prospectus Summary 1

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+Prospectus Summary 1

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY As used in this prospectus, references to the Company, we, our , us or Madison Ventures Inc. refer to Madison Ventures Inc. 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 Madison Ventures Inc. was incorporated on September 14, 2009, under the laws of the State of Nevada, for the purpose of conducting mineral exploration activities. We are an exploration stage company formed for the purposes of acquiring, exploring, and if warranted and feasible, developing natural resource property. We raised an aggregate of $57,500 through private placements of our securities. Proceeds from these placements were used for working capital. 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 4 of this prospectus. On March 3, 2012 we entered into a Mineral Property Option Agreement (the Option Agreement ) with Brian Fowler, William Roberts and Jason Shaver (collectively, Optionors ), whereby we have the right to acquire a 100% interest in three mining claims , claims numbers 4263523, 4263524 and 4266933 (collectively, the Johnny Lake Property ), located in the Thunder Bay Mining District of the Province of Ontario, Canada. In order exercise our option to acquire 100% of the claims underlying the Johnny Lake Property, the Option Agreement requires us to make a total of $30,000 in payments to the Optionors, in four payments, as follows: (i) an initial cash payment of $15,000 (the obligation of which to pay was deferred by the Optionors for eight months, but was paid by us prior to the expiration of the eight-month period), (ii) $5,000 on or before March 3, 2013, which $5,000 we paid on March 3, 2013, (iii) $5,000 on or before March 3, 2014, and (iv) $5,000 on or before March 3, 2015. A net smelter royalty ( NSR ) of 2% is carried by the Optionors through the life of mine on the property. The Company has the right to purchase at any time 1% of the NSR from the Optionors for $1,000,000, and the option expires March 3, 2015. We retained a consulting geologist to prepare an evaluation report on the Johnny Lake Property. We intend to conduct exploratory activities on the claim and if feasible, develop the Johnny Lake Property. In order to execute against our plan of operations for the next 12 months, we will need to raise approximately $127,967. Until such funds are obtained by the Company via debt, equity or other form of financing, we will be unable to take concrete steps towards the implementation of our plan of operations. In order to commence work in accordance with Phase 1 of our plan of operations, detailed on pages 24-26, we will need to secure additional financing. Currently, we have no plan or commitment which would provide us with the required capital to begin Phase 1. The Company s principal offices are located at Loma de Bernal 3, Loma Dorada C.P. 76060, Queretaro, Quetaro, Mexico, and our telephone number is +52 (442) 388-2645. THE OFFERING Securities offered: The selling stockholders are offering hereby up to 1,850,000 shares of common stock. Offering price: The selling stockholders will offer and sell their shares of common stock at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board, if our shares of common stock are ever quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. Shares outstanding prior to offering: 6,850,000 Shares outstanding after offering: 6,850,000 Market for the common shares: There is no public market for our shares. 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 eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Use of proceeds: We will not receive any proceeds from the sale of shares by the selling security holders SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our audited financial statements for the period from September 14, 2009 (Inception) to March 31, 2013. Our working capital as at July 15, 2013 was $32,164. March 31, 2013 ($) Financial Summary Cash and Deposits 32,164 Total Assets 52,148 Total Liabilities -0- Total Stockholder s Equity 52,148 Accumulated From September 14, 2009 (Inception) to March 31, 2013 ($) Statement of Operations Total Expenses (5,447 ) Net Loss for the Period (5,352 ) Net Loss per Share (0.001 )

parsed_sections/prospectus_summary/2013/CIK0001583976_fangmax_prospectus_summary.txt

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+Summary
+
+Prospective investors are urged to read this prospectus in its entirety.
+
+We are a development stage company. From inception to May 31, 2013, we have earned no revenues. We have $46,217 in assets, and have incurred losses since inception.
+
+We are a start-up company and our main focus is to display and exhibit priceless artifacts by the creation of an internet artifacts museum and a ground artifacts exhibition for the general public to view, and publish those priceless artifacts for resale to artifacts collectors, readers and the general public.
+
+The priceless artifacts or objects we have are one of its rare kind that reflects the heritage of ancient Chinese culture and craftsmanship dating back to the Shang Dynasty bronze period (16th 1066 B.C.), Zhou Dynasty bronze period (1066 256 B.C.), Warring States bronze period (475 221 B.C.), Tang Dynasty (607 907 A.D.), Song Dynasty (960 1279 A.D.),Yuan Dynasty(1271 1368 A.D.), Ming Dynasty (1368 1644 A.D.) and Qing Dynasty (1644 1911 A.D.). Collectively, we have 91 pieces of precious priceless artifacts for display and exhibition.
+
+Our marketing strategy is to communicate directly with potential members and emphasize our fascinating historical priceless artifacts embodied in our corporate slogan, FangMax, Makes Fun! In doing so, we intend to advertise our historical and priceless artifacts on our websites, through internet, in print media, radio and television advertisement. 
+
+We will supplement our advertising expenditure by leveraging cost-effective public relation opportunities and by being pro-active and creative in various promotions and campaigns once we have commenced official business. For example, we participated as a sponsor to provide an opportunity to expose our historical and priceless artifacts at the Chiayi City Government Museum, Taiwan, Republic of China 30th Anniversary FangMax Collection of Treasure Antiques Exhibition held on July 1 to August 26, 2012 organized by the Chiayi City Government, Taiwan, Republic of China.
+
+We intend to actively participate as a sponsor at cultural exchange and exhibition organized by government organizations at selected target markets. This will enable us to gain public awareness of our historical and priceless artifacts.
+
+The combination of marketing and intended advertising activities will enable us to penetrate into the initial target market, Taiwan. We intend to claim the Taiwan market as a Leader for Internet Artifacts Museum through effective control of marketing costs, thus enjoying maximum public exposure for our wide range of historical and priceless artifacts.
+
+On March 6, 2012, the Company entered into a Memorandum of Understanding with Jui Feng Fang to provide the 91 pieces of precious priceless artifacts for the Company to this business. The material terms of the Memorandum of Understanding we have with Jui Feng Fang are as follows:
+
+ 
+
+ Jui Feng Fang shall be the Company s President, Chief Executive Officer and Secretary during the term of the Joint Venture;
+
+ 
+
+ Jui Feng Fang shall consent to act as a Director of the Company;
+
+ 
+ 5 
+
+ 
+
+There will be no remuneration or compensation to Jui Feng Fang in respect of his appoint as the Company s President, Chief Executive Officer and Secretary, and being a Director of the Company;
+
+ 
+
+Jui Feng Fang is to contribute to the Joint Venture ninety one (91) priceless artifacts or objects comprising of the following: 
+
+ Four (4) pieces or objects of the Shang Dynasty;
+
+ Four (4) pieces or objects of the Western Zhou Dynasty;
+
+ Twenty Six (26) pieces or objects of the Warring States Period;
+
+ Four (4) pieces or objects of the Han Dynasty;
+
+ Six (6) pieces or objects of the Tang Dynasty;
+
+ Four (4) pieces or objects of the Song Dynasty;
+
+ One (1) piece or object of the Yuan Dynasty;
+
+ Three (3) pieces or objects of the Ming Dynasty; and
+
+ Thirty Nine (39) pieces or objects of the Qing Dynasty.
+
+ 
+
+Jui Feng Fang to grant irrevocable rights to the Company for the physical possession and use of the ninety one (91) priceless artifacts;
+
+ 
+
+Jui Feng to appoint the Company as the Sole Trustee for the ninety one (91) priceless artifacts; 
+
+ 
+
+The Joint Venture period between Jui Feng Fang and the Company shall be a period of thirty (30) years; and
+
+In consideration of the ninety one (91) priceless artifacts contributed by Jui Feng Fang, he will be compensated with a Royalty payment whereby the Company will issue to him 300,000,000 common stock at par value and cash of United States Dollar One Million ($1,000,000) only payable in ten equal installments.
+
+On March 6, 2012, the Company entered into a Memorandum of Understanding with Tian Chang International Artifacts Company Limited (Tax ID: 53588107), Taiwan, Republic of China ( Tian Chang ) to grant the right to Tian Chang as the Franchisee to operate an Internet Artifacts Museum and Ground Artifacts Museum in the territory of Republic of China for the ninety one (91) priceless artifacts. The material terms of the Memorandum of Understanding we have with Tian Chang are as follows:
+
+ 
+
+ The Licensing method for the grant of rights is by way of a Franchise Agreement and the term is for thirty (30) years with option to renew; and
+
+ 
+
+The Royalty payable by Tian Chang to the Company shall be forty percent (40%) of the net operating profit before taxation for each of the rights granted to Tian Chang covering Internet Artifacts Museum, Physical Ground Museum and Sale of the Company s artifacts published books. 
+
+The Company s President, Chief Executive Officer, Secretary and Director, Mr. Jui Feng Fang, is also a director and shareholder of Tian Chang.
+
+The Company s Director, Pen Yuan Chang is also a director and shareholder of Tian Chang.
+
+The Company s Chief Financial Officer, Treasurer, Principal Accounting Officer and General Manager, Mr. Mao Tang Lin, is also the chief executive officer and shareholder of Tian Chang.
+
+Competition in the museum industry revolves around price (entrance fee or admission fee) and the type and quality of artifacts. We intend to price the admission fee reasonably and affordably by the general public in Taiwan and other target markets. We aim to target an audience of age that are 35 years and older, both male and female, and in particular to those who treasure history such as artifacts collectors, specialists and academicians.
+
+We need to focus on the quantity and quality of the historical and priceless artifacts to establish a strong corporate image as well as brand awareness but we do not possess such financial capabilities at this current time. We may never be able to effectively enter the internet, physical ground exhibition as well as the museum industry and thus may not be in a position to complete with competitors who enters the market with strong financial means.
+
+To date, we have entered into agreements with the following parties:
+
+ 
+
+We entered into a Manager Consulting Service Agreement on December 4, 2012 with Access Finance and Securities (NZ) Limited of Level 31, Vero Centre, 48 Shortland Street, Auckland 1140, New Zealand to provide management and consulting services related to the following: sourcing, evaluation and making recommendation suitable professionals or consultants for the Team to take the Company public; organizing, coordination and monitoring work schedule of the Team members; consulting and determination of strategy for going public; advising and reviewing of business plan and S-1 including amendments thereof; advising on SEC comment letters and participation in the response strategy and provision of answer and to structure the offering shares; and attending meetings as from time to time required in the capacity as the Advisor for the Issuer and manager for the Issue. A copy of this agreement is filed as an exhibit to this registration statement. Pursuant to this agreement, we incurred $500,000 in general and administrative fees of $448,507 to be paid for in cash and the remaining expenses of $51,493 to be paid for in our common shares.
+
+ 
+
+We also entered a Prospectus Service Agreement on December 4, 2012 with Access Management Consulting and Marketing Pte Ltd of Level 31, Six Battery Road #31-01, Singapore 049909 to provide us the drafting and preparation of a business plan for the Company and for the inclusion into the S-1; reviewing and advising on the modification and amendments of the business plan for the S-1; attending and providing answers to auditors enquiries; discussion, consulting and taking instructions from auditors, securities lawyers and Advisor to the Issuer to update, modify and amend the business plan and hence the S-1; provision of bookkeeping and accounting services including the preparation of financial statements in accordance to US GAAP and input the Financial Footnote and Subsequent Event disclosure; provision of corporate secretarial services including the drafting and preparation of board and shareholders resolutions, board and shareholders meetings; and liaise with attorney in respect of trade mark application and maintain trade mark report and register all in the capacity as a Consultant to the Company. A copy of this agreement is filed as an exhibit to this registration statement. According to this agreement, we incurred $695,000 in management fees payable by cash $593,096 and $101,904 in our common shares. 
+
+We do not have sufficient cash and cash equivalents to execute our operations and will need to obtain additional financing to operate our business for the next six months. If we are unable to raise the required funds we need to commence business operations whether from the commitment to subscribed for our common stock from Mr. Mao Tang Lin or from our direct public offering, we will attempt to secure additional financing, whether through public or private equity or debt financing, arrangements with security holders or other sources to fund operations. However, there is no guarantee that we will be successful in raising additional financing.
+
+We were incorporated on February 13, 2012 under the laws of the state of Nevada. Our principal office is located at Two Allen Center, 1200 Smith Street, Suite 1600, Houston, Texas 77002. Our telephone number is (415) 659-8834.
+
+ 
+ 6 
+
+ 
+
+ 
+
+The Offering: 
+
+ 
+ 
+
+ 
+ Securities Being Offered
+
+ 
+ Up to 41,276,026 shares of common stock. 
+
+ 
+ Offering Price
+
+ 
+ The selling shareholders will sell our shares at $1.50 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The offering price has been arbitrarily determined by us and does not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. We determined the offering price by considering, among other factors, a business valuation that was conducted by our management. There is no assurance of when, if ever, our stock will be listed on the OTCBB or another exchange.
+
+ 
+ Terms of the Offering
+
+ 
+ The selling shareholders will determine when and how they will sell the common stock offered in this prospectus. In addition, we are offering up to 10,000,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officers and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.
+
+ 
+ Termination of the Offering
+
+ 
+ The offering will conclude when all of the 41,276,026 shares of common stock that are being offered by us and the selling shareholders have been sold, or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. 
+
+ 
+ Securities Issued And to be Issued
+
+ 
+ 1,152,778,396 shares of our common stock are issued and outstanding as of the date of this prospectus. 41,276,026 shares of common stock to be sold under this prospectus will be sold by existing shareholders. In addition, we are offering up to 10,000,000 in a direct public offering. 
+
+ 
+ Use of Proceeds
+
+ 
+ We will not receive any proceeds from the sale of the common stock by the selling shareholders. However, we will receive proceeds from the shares of our common stock that we sell we sell pursuant to our Direct Public Offering. See Use of Proceeds. 
+
+ 
+ Market for the common stock
+
+ 
+ There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for quotation on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.
+
+ 
+ 7

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+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 EDGARizing Solutions, Company, we, us and our refer to EDGARizing Solutions, Inc. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information that is contained in this prospectus. You should not rely on any information or representations not contained in this prospectus, if given or made, as having been authorized by us. This prospectus does not constitute an offer or solicitation in any jurisdiction in which the offer or solicitation would be unlawful. The selling security holders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. 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 the common stock. Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information. Our Company EDGARizing Solutions, Inc. was incorporated on May 9, 2013 under the laws of the State of Delaware. Our main goal is to provide electronic document conversion and filing solutions for public companies that periodically file documentation with the United States Securities and Exchange Commission ( SEC ) via the Electronic Data Gathering Analysis and Retrieval ( EDGAR ) system this process is often called EDGARizing. We offer our clients the ability to electronically file various documents like registration statements, quarterly and annual financial statements, and other disclosure documentation using XBRL and HTML/ASCII electronic formats. As of the date of this prospectus, we have cash reserves of $0. Although the Company is currently provided free access to office space and telephone and internet service by The Owings Group, LLC, it is anticipated that we will begin to pay for these expenses if we realize 75% participation or higher in this Offering (See Use of Proceeds on page 14. As the Company begins to expand and increase its client base, we expect additional administrative and operational costs. We anticipate that some of these costs will be covered revenues from Company operations and the balance will be covered by using proceeds from this Offering. If we are unsuccessful in raising sufficient funds from this Offering, we may need to seek alternative means of funding. We are a development stage company that has not realized any revenues to date. We are in the early stages of developing our business of providing electronic document conversion and filing services for public companies submitting documentation to the SEC s EDGAR system. Our plan of operations over the 12 month period following successful completion of our offering of 2,000,000 shares of commons stock is to use (i) approximately $20,000 to $30,000 to set up our office space, (ii) approximately $25,000 to $75,000 to develop and refine our website, (iii) approximately between $25,000 to $75,000 to implement our marketing strategy, (iv) approximately between $10,000 to $125,000 to provide our President a salary and potentially hire new employees, (v) approximately $25,000 to $55,000 to acquire new technology or maintain cash reserves in case new technology emerges, (vi) approximately $10,000 to $25,000 to pay for ongoing education and training for our President and any new employees, (vii) $200,000 to pay off a liability to Owings-1, LLC, and (viii) approximately $15,000 to cover the costs of being a reporting issuer (See Use of Proceeds and Plan of Operations ). Our estimated cost of $15,000 for being a reporting issuer for the next 12 months does not include the cost of this Offering. We need to raise at least $200,000 from this Offering to satisfy an obligation to Owings-1, LLC for services rendered in relation to this S-1 registration (See Client Services Agreement on Exhibit 10.1. The $200,000 is due to Owings-1, LLC once this prospectus is declared effective. In the event that we fail to raise sufficient proceeds through this Offering to satisfy this debt, Owings-1, LLC has verbally agreed to renegotiate or extend the repayment terms of this liability. We need to realize maximum participation in this Offering to implement our complete Plan of Operation. If we are unsuccessful in this offering, we will need a minimum financing of $15,000 over the next 12 months to cover the costs of our quarterly and annual filing requirements. If necessary The Owings Group, LLC, has verbally agreed to provide us with an on demand, non-interest bearing loan to cover these costs. In this event, The Owings Group, LLC has also verbally agreed to continue providing us with office space and access to internet and telephone services free of charge. However, there is no guarantee that Owings-1, LLC will make accommodations in relation to our $200,000 obligation or that The Owings Group, LLC will extend a loan to us or provide free access to office space and internet and telephone service in the event our Offering fails. If we do not realize sufficient participation in our Offering, and are unable to negotiate alternative means of financing, we could be forced to cease operations. In his capacity as an attorney, our President, Jerry Gruenbaum, has provided EDGAR document conversion services for a wide range of different companies over the last ten years. Our President is not currently receiving a salary, however, if we realize at least 50% participation in this Offering, we will begin to compensate him. Our Secretary, David Mathias, has no experience in the EDGARizing industry. Our Secretary is not paid a salary and there are no plans to provide him with a salary in the future. Our Secretary currently devotes approximately 5 hours a week to Company matters and expects to devote approximately 5 hours a week to Company matters after the completion of this offering. Neither Mary Radomsky, our sole Director, nor our President nor our Secretary, have agreed to serve as a Director or Officers of the Company at least in part due to a plan, agreement, or understanding that she or he 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 also confirms that she has no such present intentions. From inception until the date of this filing we have had limited operating activities, primarily consisting of (i) the incorporation of our company, (ii) the development of our business plan, (iii) the initial equity funding by The Owings Group, LLC, (iv) the acquisition of rights to Jerry Gruenbaum s EDGAR and XBRL document conversion software, and (v) initial marketing efforts to secure clients. On May 10, 2013, The Owings Group, LLC, was issued 20,000,000 shares of our common stock, with a par value of $0.001, for a commitment to pay $1,000 once our bank account was open and good will consideration in the form of office space, access to internet and telephone service, the use of a customer relationship management ( CRM ) database, as well as access to its network of professional contacts and relationships. Our President, Jerry Gruenbaum, received 4,000,000 shares of common stock, with a par value of $0.001, for the rights to use his EDGAR and XBRL conversion software, as well as for his good will consideration in the form of his experience and professional contacts as an attorney and CPA, his experience handling EDGAR and XBRL document conversion and filings, and for the performance of his duties as an Officer of the Company without compensation. On May 20, 2013, Sycamore Ventures, Inc. acquired 20,000,000 shares of the Company s common stock from The Owings Group, LLC and 4,000,000 shares of the Company s common stock from Jerry Gruenbaum. As a result, Sycamore Ventures, Inc. currently owns 100% of our issued and outstanding common stock. Our financial statements from inception on May 9, 2013 through May 31, 2013 report no revenues and a net loss of $123,196. 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. Our principal executive offices are located 10045 Red Run Boulevard, suite 140, Owings Mills, MD 21117. The telephone number at our principal executive offices is 855-545-0251. 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 7 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 President will be 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 security 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, investment experience, and objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and that 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

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+This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, references to: we, us, company or our company are to Levy Acquisition Corp.; public shares are to shares of our common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder s and member of our management team s status as a public stockholder shall only exist with respect to such public shares; management or our management team are to our executive officers and directors; sponsor are to Levy Acquisition Sponsor, LLC, a Delaware limited liability company; founder shares refer to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering; and initial stockholders are to holders of our founder shares prior to this offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the property of their respective owners. We are a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. While we may pursue an acquisition opportunity in any business industry or sector, we intend to focus on industries or sectors that complement our management team s background, and to capitalize on the ability of our management team to identify, acquire and operate a business in these industries or sectors. We believe our management team is well positioned to take advantage of investment opportunities in the restaurant and hospitality sectors, and that our contacts and sources in these sectors will allow us to generate attractive acquisition opportunities. Our management team is led by Lawrence F. Levy, our Chairman and Chief Executive Officer and director nominee. Mr. Levy has over 37 years of restaurant and hospitality experience. Mr. Levy co-founded Levy Restaurants in 1978 and grew it from a single Chicago delicatessen into an international food service company that generates over one billion dollars in revenue today. The transformation occurred as a result of innovative thinking, organic growth, and a series of accretive transactions. Expanding first to a wide variety of traditional restaurants, ranging from quick service to fine dining, Mr. Levy and Levy Restaurants developed an excellent reputation in the culinary and operational spheres. With this reputation and a corporate culture focused on innovation, Mr. Levy took Levy Restaurants to the next level, transforming food service in sports stadiums and other large captive venues where quality was not expected and rarely found. Levy Restaurants now employs 25,000 people and provides food services to approximately 100 professional and minor league sports teams and other entertainment venues. 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 jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2013 P R E L I M I N A R Y P R O S P E C T U S $150,000,000 Levy Acquisition Corp. 15,000,000 Units Levy Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 21 months from the closing of this offering, or 24 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of this offering but have not completed the initial business combination within such 21-month period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Levy Acquisition Sponsor, LLC (which we refer to as our sponsor throughout this prospectus) has committed to purchase an aggregate of 4,750,000 warrants (or 5,200,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($4,750,000 in the aggregate, or $5,200,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Currently, there is no public market for our units, common stock or warrants. We have been approved to have our units listed on the NASDAQ Capital Market, or NASDAQ, under the symbol LEVYU on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on NASDAQ under the symbols LEVY and LEVYW, respectively. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 23 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the SEC 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. Per Unit Total Public offering price $ 10.00 $ 150,000,000 Underwriting discounts and commissions1 $ 0.55 $ 8,250,000 Proceeds, before expenses, to Levy Acquisition Corp. $ 9.45 $ 141,750,000 1 Includes $0.35 per unit, or approximately $5,250,000 (or up to approximately $6,037,500 if the underwriters over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. We have agreed to reimburse the underwriters for certain expenses. See Underwriting beginning on page 123. Of the $154.75 million in proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or approximately $177.7 million if the underwriters over-allotment option is exercised in full, $150 million ($10.00 per unit), or approximately $172.5 million if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and $4.75 million will be used to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering will not be released from the trust account until the earlier of (a) the completion of our initial business combination or (b) the redemption of our public shares if we are unable to complete our business combination within 21 months from the closing of this offering (or 24 months, as applicable), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2013. Citigroup I-Bankers Securities, Inc. Maxim Group LLC National Securities Corporation , 2013 TABLE OF CONTENTS Mr. Levy founded Levy Family Partners, LLC, or Levy Family Partners, in 2003, which he now operates with his sons, Ari B. Levy (our President and Chief Investment Officer) and Steven C. Florsheim (our Executive Vice President and Chief Acquisitions Officer). Together with other Levy family holdings, the Levy Family Partners team manages over 200 employees. Separate from Levy Restaurants, Mr. Levy and members of our executive management team have evaluated and made over 30 investments in the restaurant and hospitality industries, as well as over 170 other investments, including investments in real estate, private investment funds, technology companies and other investments. Levy Family Partners makes investments after extensive due diligence by its professional staff (including our Chief Financial Officer, Sophia Stratton, our Vice President of Restaurants and Hospitality, Adam Cummis, and our General Counsel, Claire Murphy) and analysis by the full investment committee, which consists of Mr. Levy, Ari B. Levy, Steven C. Florsheim and Sophia Stratton. Mr. Levy founded Levy Acquisition Corp. in order to take advantage of opportunities to make acquisitions that are significantly larger than could be made through Levy Family Partners, which typically has invested between $500,000 and $25 million in each of its investments. Investors should be aware, however, that although Mr. Levy led the sale of Levy Restaurants for aggregate consideration of $377 million, and Mr. Levy, in conjunction with business partners, has led multiple real estate development and acquisition transactions valued in excess of $100 million, neither Mr. Levy nor any other member of our management team has led an acquisition of an operating company comparable to our proposed initial business combination as described below under Proposed Business Initial Business Combination. Business Strategy We intend to focus our search for business combination targets in the restaurant and hospitality sectors, although we may pursue an acquisition in any business industry or sector. We believe the acquisition of a restaurant or hospitality business can serve as a platform for expansion, both organically and through further acquisitions. Our management team will seek to leverage their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate business combination opportunities. In addition, we intend to utilize the networks and industry experience of our independent directors in seeking a business combination. Over the course of their careers, the members of our management team and independent directors have developed a broad network of contacts and corporate relationships. This network has provided our management team and independent directors with a flow of referrals that have resulted in numerous transactions. We believe that the network of contacts and relationships of our management team and independent directors will provide us with an important source of investment opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Restaurant and Hospitality Sector Targets. We will seek to acquire one or more businesses in the restaurant and hospitality sectors. Based upon Mr. Levy s 37-year career in the restaurant and hospitality space, we believe we will have access to deal flow and will have a competitive advantage in our ability to negotiate a business combination with potential targets. We believe this will be attractive to potential targets as they assess the merits of a potential transaction with us. Our management team has extensive experience evaluating prospective businesses in our target sectors, which we believe gives us an advantage over other investors in the space. Established target with a history of and capacity for free cash flow generation. We will seek to acquire one or more businesses that have exhibited stable profitability historically and the potential for strong cash flow generation in the future. We intend to focus on companies with sound historical performance and solid balance sheets. We have a preference for businesses with attractive demonstrated unit economics where our management team s ability to efficiently expand scale of businesses in our target sectors can translate into a high return on investment. TABLE OF CONTENTS Opportunities for organic growth and add-on acquisitions. We will seek to acquire one or more businesses that we believe we can grow both organically and through acquisitions. We intend to leverage the industry experience and financial acumen of our management team to identify additional operational improvement opportunities for the target business. In addition, we believe that we can utilize our extensive networks to source proprietary opportunities and execute transactions that will help the business or businesses we acquire grow through further acquisition if appropriate and beneficial. We believe that following an initial business combination, the company could serve as a platform for further acquisitions to expand market share, leverage synergies, and enhance shareholder value. Experienced and motivated management team. We will seek to acquire a business with an established management team that we intend to complement, not replace. To the extent we believe it will enhance shareholder value, we would seek to selectively supplement the existing management team of the business (including senior management) with proven leaders from our network. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Initial Business Combination Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, with respect to the satisfaction of such criteria. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously. TABLE OF CONTENTS Our Investment Process We expect that Mr. Levy, Ari B. Levy, Steven C. Florsheim, Michael Wallach, our Vice President of Acquisitions, and Adam Cummis will each be involved in sourcing a potential business combination target, and that our entire management team will collaborate to evaluate and select the target and negotiate the terms of the acquisition. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. In conducting this evaluation, we will rely on our management team s operational, capital planning and investing experience, as well as the experience of our outside advisors. For more information regarding our management team s experience, please see Proposed Business beginning on page 64. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA that our initial business combination is fair to our company from a financial point of view. Members of our management team and our independent directors will directly or indirectly own shares of our common stock and warrants to purchase shares of our common stock following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our executive officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is required to present acquisition opportunities to such entity. Accordingly, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our executive officers will materially undermine our ability to complete our business combination. In particular, all of our executive officers have fiduciary duties to Levy Family Partners and may have fiduciary duties to certain companies in which Levy Family Partners or its affiliates have invested. However, we do not expect these duties to present a significant actual conflict of interest with our search for an initial business combination because Levy Family Partners and the companies in which it or its affiliates holds investments typically invest less than $25 million, while our initial business combination must be with a company or companies whose fair market value is at least equal to 80% of the balance in the trust account (less the deferred underwriting commissions and taxes payable on the income earned on the trust account), which initially will be $120,000,000 (or $138,000,000 if the over-allotment option is exercised in full). In addition, in order to minimize potential conflicts, or the appearance of conflicts, which may arise from this affiliation, Levy Family Partners has granted us a right of first refusal with respect to an acquisition of 50% or more of the outstanding voting securities of any company or business whose fair market value is at least equal to 80% of the balance of the trust account (less the deferred underwriting discounts and commissions and taxes payable) at such time, which is the minimum size of a target business for our initial business combination. Pursuant to this right of first refusal, Levy Family Partners has agreed that it will provide written notice of any investment or purchase opportunity in a company meeting these criteria to a committee of our independent directors for our review and that it will not enter into any agreement to purchase or invest in such company for 90 days once written notice has been given. This right of first refusal will expire upon the earlier of (i) our consummation of an initial business combination or (ii) 24 months after the consummation of this offering. Furthermore, we have agreed that any target company with respect to which Levy Family Partners has initiated any contacts or entered into any discussions, formal or informal, or negotiations regarding such TABLE OF CONTENTS company's acquisition prior to the completion of this offering will not be a potential acquisition target for us, unless Levy Family Partners declines to pursue an investment in such company and notifies us in writing. Our sponsor, executive officers and independent directors have agreed not to participate in the formation of, or become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within the required timeframe. Our executive offices are located at 444 North Michigan Avenue, Suite 3500, Chicago, IL 60611, and our telephone number is (312) 267-4190. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. TABLE OF CONTENTS The Offering In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled Risk Factors beginning on page 23 of this prospectus. Securities offered 15,000,000 units, at $10.00 per unit, each unit consisting of: one share of common stock; and one-half of one warrant. NASDAQ symbols Units: LEVYU Common Stock: LEVY Warrants: LEVYW Trading commencement and separation of common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. TABLE OF CONTENTS Units: Number outstanding before this offering 0 Number outstanding after this offering 15,000,000 1 Common stock: Number outstanding before this offering 4,312,500 2 Number outstanding after this offering 18,750,000 1 Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,750,000 1 Number of warrants to be outstanding after this offering and the private placement 12,250,000 1 Exercisability Each whole warrant is exercisable to purchase one share of our common stock. A warrant will be exercisable only during the exercise period described below and only if the warrant has been separated out from being part of a unit. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Exercise price $11.50 per share, subject to adjustments as described herein. Exercise period The warrants will become exercisable on the later of: 30 days after the completion of our initial business combination, and 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed to use our best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed; provided, that if our common stock is at the time of any exercise of a warrant not listed on a national securities (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture by our initial stockholders of 562,500 founder shares. (2) Includes up to 562,500 shares that are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters over-allotment option is exercised, and between 937,500 and 1,078,125 shares that are subject to forfeiture in the future by our initial stockholders, as described below under Founder shares . TABLE OF CONTENTS exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the 30-day redemption period; and if, and only if, the last sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient TABLE OF CONTENTS obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled Description of Securities Warrants Public Stockholders Warrants for additional information. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Founder shares In August 2013, our sponsor purchased an aggregate of 4,312,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.006 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. We have been informed that our independent directors have indicated an interest in purchasing an aggregate of approximately 150,000 units in this offering through our directed unit program, although they are not obligated to do so. As such, our initial stockholders are expected to collectively own approximately 21% of our issued and outstanding shares after this offering. On October 17, 2013, our sponsor transferred 17,250 founder shares to each of our independent director nominees at their original purchase price. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering. Up to 562,500 founder shares will be subject to forfeiture by our initial stockholders (or their permitted transferees) on a pro rata basis depending on the extent to which the underwriters over-allotment option is exercised. In addition, 25% of the founder shares, or 5% of our issued and outstanding shares after this offering and any exercise of the underwriters over-allotment option, which we refer to as the founder earnout shares, will be subject to forfeiture by our initial stockholders (or their permitted transferees) on the fifth anniversary of our initial business combination unless following our initial business combination the last sale price of our common stock equals or exceeds $13.00 per share (as adjusted for stock splits, TABLE OF CONTENTS stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The number of founder earnout shares will be between 937,500 and 1,078,125, depending on the exercise of the underwriters over-allotment option. The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: the founder shares are subject to certain transfer restrictions, as described in more detail below, and our initial stockholders have entered into letter agreements with us, pursuant to which (i) all of our initial stockholders have agreed to waive their redemption rights with respect to their founder shares in connection with the completion of our initial business combination and our initial stockholders, other than our independent directors, have agreed to waive their redemption rights with respect to any public shares they may acquire during or after this offering in connection with the completion of our business combination and (ii) all of our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 21 months (or 24 months, as applicable), from the closing of this offering although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. Transfer restrictions on founder shares On the date of this prospectus, the founder shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed beginning on page 98 of this prospectus, these shares will not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of our initial business combination or earlier TABLE OF CONTENTS if, subsequent to our business combination, (i) the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. We refer to such transfer restrictions throughout this prospectus as the lock-up. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,750,000 private placement warrants (or 5,200,000 if the over-allotment option is exercised in full), each exercisable to purchase one share of our common stock at $11.50 per share, at a price of $1.00 per warrant ($4,750,000 in the aggregate or $5,200,000 in the aggregate if the over-allotment option is exercised) in a private placement that will occur simultaneously with the closing of this offering. We determined the purchase price for the private placement warrants by analyzing warrant trading prices of several comparable blank check companies that have not yet announced a business combination, all of which were substantially lower than $1.00 per warrant. We decided to sell the private placement warrants for $1.00 per warrant in order to cause fewer warrants to be issued than if the private placement warrants were issued for less than $1.00 per warrant, thereby resulting in less potential dilution. The purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. Our sponsor also has agreed to transfer 15,000 private placement warrants at no charge to each of our independent directors and intends to transfer 30,000 private placement warrants at no charge to Michael R. Wallach, our Vice President of Acquisitions, at the closing of this offering. If we do not complete our initial business combination within 21 months from the closing of this offering (or 24 months, as applicable), the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable so long as they are held by their initial purchasers or their permitted transferees (except as described below under Principal Stockholders Escrow of Founder Shares and Private Placement Warrants and Transfer Restrictions ). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. TABLE OF CONTENTS Transfer restrictions on private placement warrants The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will be placed into an escrow account with Continental Stock Transfer & Trust Company and will not be transferable, assignable or salable until released from escrow on the date that is 30 days after the completion of our initial business combination. The private placement warrants will be non-redeemable so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. Cashless exercise of private placement warrants If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our initial stockholders and permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of common stock freely in the open market, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. Proceeds to be held in trust account Of the net proceeds of this offering and sale of the private placement warrants, $150,000,000, or $10.00 per unit ($172,500,000, or $10.00 per unit, if the underwriters over-allotment option is exercised in full) will be placed into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include approximately up to $5,250,000 (or approximately up to $6,037,500 if the underwriters over-allotment option is exercised in full) in deferred underwriting commissions. TABLE OF CONTENTS Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from this offering will not be released from the trust account until the earlier of (a) the completion of our initial business combination or (b) the redemption of our public shares if we are unable to complete our business combination within 21 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of this offering but have not completed the initial business combination within such 21-month period), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Anticipated expenses and funding sources Except as described above, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. Based upon current interest rates, we expect the trust account to generate approximately $15,000 of interest annually. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking TABLE OF CONTENTS or accounting firm that is a member of FINRA. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously. Permitted purchases of public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Redemption rights for public stockholders upon completion of our initial business combination We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then TABLE OF CONTENTS on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders have entered into letter agreements with us, pursuant to which all of our initial stockholders have agreed to waive their redemption rights with respect to their founder shares in connection with the completion of our business combination and our initial stockholders, other than our independent directors, have agreed to waive their redemption rights with respect to any public shares they may acquire during or after this offering in connection with the completion of our business combination. Manner of conducting redemptions We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder approval for business or other legal reasons. If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and TABLE OF CONTENTS file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such case, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. TABLE OF CONTENTS Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that TABLE OF CONTENTS requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under Redemption rights for public stockholders upon completion of our initial business combination, to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, executive officers, directors and director nominees have agreed that we will have only 21 months from the closing of this offering to complete our initial business combination (or 24 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of this offering but have not completed the initial business combination within such 21-month period). If we are unable to complete our initial business combination within such 21-month period (or 24-month period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public TABLE OF CONTENTS stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 21-month time period (or 24-month time period, as applicable). Our initial stockholders have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 21 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing of this offering but have not completed the initial business combination within such 21-month period). However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 21-month (or 24-month, as applicable) time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 21 months from the closing of this offering (or 24 months, as applicable) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering (or 24 months, as applicable), unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. However, we may not redeem our TABLE OF CONTENTS public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC s penny stock rules). Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: Repayment of up to an aggregate of $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; Payment to an affiliate of our sponsor of $10,000 per month for office space, utilities, secretarial support and administrative services; Reimbursement of an affiliate of our sponsor for a portion of the compensation paid to its personnel, including certain of our officers, who work on our behalf, in an amount not to exceed $15,000 per month; Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Audit Committee We have established and will maintain an audit committee, which initially will be composed of a majority of independent directors and, within one year of the date of this offering, will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled Management Committees of the Board of Directors Audit Committee. TABLE OF CONTENTS Risks We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see Proposed Business Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419. You should carefully consider these and the other risks set forth in the section entitled Risk Factors beginning on page 23 of this prospectus. TABLE OF CONTENTS SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. August 6, 2013 Actual As Adjusted Balance Sheet Data: Working capital (deficiency) $ (45,094 ) $ 145,769,831 1 Total assets $ 89,925 $ 151,019,831 2 Total liabilities $ 70,094 $ 5,250,000 3 Value of common stock that may be redeemed in connection with our initial business combination ($10.00 per share) $ $ 140,769,830 4 Stockholders equity $ 19,831 $ 5,000,001 5 (1) The as adjusted calculation equals actual working capital of ($45,094) as of August 6, 2013, plus $150,000,000 in cash held in trust from the proceeds of this offering, plus $1,000,000 in cash held outside the trust account, plus $64,925 to reduce liabilities related to offering costs at August 6, 2013 paid out of the proceeds from this offering, less $5,250,000 of deferred underwriting commissions. (2) The as adjusted calculation equals actual total assets of $89,925 as of August 6, 2013 plus $150,000,000 in cash held in trust from the proceeds of this offering, plus $1,000,000 in cash held outside the trust account, less payment of $5,169 of expenses incurred through August 6, 2013 paid by an affiliate, less $64,925 of deferred offering costs as of August 6, 2013 reclassified to stockholders equity upon consummation of this offering. (3) The as adjusted calculation equals actual total liabilities of $70,094 as of August 6, 2013 plus $5,250,000 of deferred underwriting commissions in connection with this offering, less payment of accrued offering costs and balances due to affiliate of $70,094 as of August 6, 2013 from available cash and the proceeds of this offering. (4) The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the as adjusted stockholders equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001. (5) Excludes 14,076,983 shares of common stock purchased in the public market which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of common stock that may be redeemed in connection with our initial business combination (approximately $10.00 per share). If no business combination is completed within 21 months from the closing of this offering (or 24 months, as applicable), the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our initial stockholders have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within such 21-month time period (or 24-month period, as applicable). TABLE OF CONTENTS

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled Risk Factors before deciding to invest in our common stock. The terms Cereplast, the Company, we, our or us in this prospectus refer to Cereplast, Inc. and its subsidiaries, unless the context suggests otherwise. ABOUT CEREPLAST We have developed and are commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables resins (including the Cereplast Hybrid Resins product line), which replaces up to 90% of the petroleum-based content of traditional plastics with materials from renewable resources. Our resins can be converted into finished products using conventional manufacturing equipment without significant additional capital investment by downstream converters. The demand for non-petroleum based, clean and renewable sources for materials, such as bioplastics, and the demand for compostable/biodegradable products are being driven globally by a variety of factors, including fossil fuel price volatility, energy security and environmental concerns. These factors have led to increased spending on clean and renewable products by corporations and individuals as well as legislative initiatives at national, state and local level. We are a full-service resin solution provider uniquely positioned to capitalize on the rapidly increasing demand for sustainable and environmentally friendly alternatives to traditional plastic products. We primarily conduct our operations through two product families: Cereplast Compostables resins are compostable and bio-based, ecologically-sound substitutes for petroleum-based plastics targeting primarily compostable bags, single-use food service products and packaging applications. We offer 13 commercial grades of Compostables resins in this product line. These resins are compatible with existing manufacturing processes and equipment making them a ready substitute for traditional petroleum-based resins. We commercially introduced our Compostables line in November 2006. Cereplast Sustainables resins are partially or fully bio-based, ecologically sound substitutes for fully petroleum-based plastics targeting primarily durable goods, packaging applications. We offer six commercial grades of Sustainable resins in this product line. These resins are compatible with existing manufacturing processes and equipment, making them a ready substitute for traditional petroleum-based resins. We commercially introduced our Sustainable line in late 2007 under the name Cereplast Hybrid Resins . Cereplast Hybrid Resins products replace up to 55% of the petroleum content in conventional plastics with bio-based materials such as industrial starches sourced from plants. The Hybrid resins line is designed to offer similar properties to traditional polyolefins such as impact strength and heat deflection temperature, and is compatible with existing converter processes and equipment. The Cereplast Hybrid Resins line provides a viable alternative for brand owners and converters looking to partially replace petroleum-based resins in durable goods applications. Hybrid resins address this need in a wide range of markets, including automotive, consumer goods, consumer electronics, medical, packaging, and construction. We commercially introduced our first grade of Hybrid resin, Hybrid 150, at the end of 2007. We currently offer four commercial grades in this product line. Cereplast Algae Plastic resins. In October of 2009 we announced that we have been developing a new technology to transform algae into bioplastics and intend to launch a new resin family containing algae-based materials that will complement our existing line of resins. The first commercial product with Cereplast Algae Plastic resin is now being produced and sold as part of our Sustainables resin family. We believe that it is important to enhance research on non-food crops as we expect a surge in demand in bioplastics in future years, thus potentially creating pressure on food crops. Algae are the first non-food crop project that we have introduced and our R&D department is contemplating the development of additional non-food crop based materials in future years. Table of Contents The information in this prospectus is not complete and may be changed. The 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. SUBJECT TO COMPLETION, DATED JANUARY 25, 2013 PROSPECTUS 49,022,252 shares of common stock CEREPLAST, INC. The selling stockholder named in this prospectus is offering to sell up to 49,022,252 shares of common stock of Cereplast, Inc. We will not receive any proceeds from the resale of shares of our common stock by the selling stockholder. Our common stock currently trades on the OTCQB under the symbol CERP. On January 24, 2013, the last reported sale price for our common stock on the OTCQB was $0.03 per share. The securities offered in this prospectus involve a high degree of risk. See Risk Factors beginning on page 4 of this prospectus to read about factors you should consider before buying shares of our common stock. The selling stockholder is offering these shares of common stock. The selling stockholder may sell all or a portion of these shares from time to time in market transactions through any market on which our common stock is then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The selling stockholder will receive all proceeds from the sale of the common stock. For additional information on the methods of sale, you should refer to the section entitled Plan of Distribution. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2013 Table of Contents Our patent portfolio is currently comprised of six patents in the United States, one Mexican patent, and eight pending patent applications in the U.S. and abroad. Our trademark portfolio is currently comprised of approximately 45 registered marks and 21 pending applications in the U.S. and abroad. We are a Nevada corporation with our principal executive offices are located at 300 Continental Blvd., Suite 100, El Segundo, California. Our telephone number is (310) 615-1900. Our website is located at www.cereplast.com. Information contained on, or that can be accessed through, our website is not part of this prospectus supplement. ABOUT THIS OFFERING Ironridge Purchase Agreement Transaction On August 24, 2012, the Company entered into a Stock Purchase Agreement with Ironridge Technology Co., a division of Ironridge Global IV, Ltd ( Ironridge ), and on January 2, 2013, the Company and Ironridge entered into an amendment thereto (as amended, the Ironridge Purchase Agreement ) pursuant to which Ironridge agreed to purchase from the Company, and we agreed to sell to Ironridge (subject to the terms and conditions set forth therein), an aggregate of $5,000,000 of Series A Preferred Stock at a price of $10,000 per share of Series A Preferred Stock. The initial closing under the Ironridge Purchase Agreement, pursuant to which the Company sold to Ironridge 30 shares of Series A Preferred Stock for a purchase price of $300,000, and also issued to Ironridge 25 shares of Series A Preferred Stock as a commitment fee, occurred on August 24, 2012 (the Initial Closing ). On September 28, 2012, the Company entered into a waiver agreement (the September Waiver Agreement ) with Ironridge pursuant to which the Company sold to Ironridge 10 shares of Series D Preferred Stock for a purchase price of $100,000, and issued to Ironridge an additional 8 shares of Series D Preferred Stock as a non-refundable commitment fee for entering into the September Waiver Agreement (the Second Closing ). On October 8, 2012, the Company entered into a waiver agreement (the October Waiver Agreement ) with Ironridge pursuant to which the Company sold to Ironridge 10 shares of Series D Preferred Stock for a purchase price of $100,000, and issued to Ironridge an additional 9 shares of Series D Preferred Stock as a non-refundable commitment fee for entering into the October Waiver Agreement (the Third Closing ). Subsequent closings under the Ironridge Purchase Agreement ( Subsequent Closings ) will occur in tranches of 25 shares of Series A Preferred Stock, on the first day of each calendar month (or earlier, at the Company s option), following satisfaction of certain conditions set forth in the Ironridge Purchase Agreement including a registration statement, covering at least the number of shares reasonably necessary for the conversion of all shares of Series A Preferred Stock then outstanding and to be issued at such Subsequent Closing, being current and effective, and at least $1 million in aggregate trading volume since the prior closing under the Ironridge Purchase Agreement. In connection with the Ironridge Purchase Agreement, on August 24, 2012, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock ( Certificate of Designation ) with the Secretary of State of Nevada. Under the Certificate of Designation, the Series A Preferred Stock ranks senior with respect to dividend and rights upon liquidation to the Company s common stock and junior to all existing and future indebtedness. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 2.5% per annum when and if declared by the Board of Directors in its sole discretion. The Series A Preferred Stock may be converted into share of common stock of the Company at the option of the Company (subject to the satisfaction of certain Equity Conditions set forth in the Certificate of Designation, or if the closing price of the common stock exceeds 200% of the conversion price of $0.25 for any 20 consecutive trading days) or the holder. In the event of a conversion at the election of the holder or the Company, the Company shall issue to the holder such number of shares of common stock equal to (a) the Early Redemption Price (as defined in the Certificate of Designation), multiplied by (b) the number of shares being converted, divided by (c) the conversion price of $0.25. Unless the Company has received the approval of the holders of a majority of the Series A Preferred Stock then outstanding, the Company may not (i) alter or change adversely the powers, preferences or rights of the holders of the Series A Preferred Stock or alter or amend the Certificate of Designation; (ii) authorize or create any class of stock ranking senior as to distribution of dividends senior to the Series A Preferred Stock; (iii) amend its certificate of incorporation in breach of any provisions of the Certificate of Designation; (iv) increase the authorized number of Series A Preferred Stock; or (v) liquidate, or wind-up the business and affairs of the Corporation or effect any Deemed Liquidation Event, as defined in the Certificate of Designation. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights important information about our business and about this prospectus. This summary does not contain all of the information that may be important to you. You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read the section titled "Risk Factors" and the financial statements and notes related to those statements appearing in our Annual Report on Form 10-K, as amended, for the fiscal year ended January 31, 2013 which is incorporated by reference in this prospectus. Corporate Information We are a corporation organized under the laws of the State of Delaware. Our principal executive offices are located at 701 Koehler Avenue, Suite 7, Ronkonkoma, NY 11779, our telephone number is (631) 981-9700 and our website is located at www.lakeland.com. The contents of our website are not part of this prospectus. Our Business We manufacture and sell a comprehensive line of safety garments and accessories for the industrial protective clothing market. Our products are sold by our in-house customer service group, our regional sales managers and independent sales representatives to a network of over 1,200 North American safety and mill supply distributors. These distributors in turn supply end user industrial customers, such as integrated oil, chemical/petrochemical, utilities, automobile, steel, glass, construction, smelting, munition plants, janitorial, pharmaceutical, mortuaries and high technology electronics manufacturers, as well as scientific and medical laboratories. In addition, we supply to federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. However, internationally sales are to a mixture of end users directly and industrial distributors depending on the particular country market. Sales are made to more than 40 foreign countries, but are primarily in Brazil, China, Canada, Australia, Chile and Argentina and the regions of the European Community. We have operated manufacturing facilities in Mexico since 1995, in China since 1996, in India since 2007 (in the process of being sold) and in Brazil since 2008 (in the process of being restructured). In 1995, we began to move the labor intensive sewing operation for our limited use/disposable protective clothing lines to these facilities. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permit us to purchase certain raw materials at a lower cost than are available domestically. As we have increasingly moved production of our products to our facilities in Mexico and China, we have experienced improvements in the profit margins for these products. Fiscal 2013 was a challenging year for management. The Company lost an officer contract dispute where we had substantial documentary evidence that the officers in question had breached their employment contracts with us. Nonetheless, a Brazilian Arbitration Panel awarded these officers an aggregate $12.5 million judgment against us. According to our local Brazilian counsel, arbitration decisions in Brazil are very difficult to successfully appeal. Subsequently, we successfully negotiated the judgment down to $8.5 million of which $6.0 million was payable over six years with no interest. As of July 1, 2013, the remaining liability associated with this arbitration judgment is $5.5 million and is payable at $250,000 a quarter over the next 5-1/2 years, with no interest. In addition, the Brazilian government devalued its currency by 10% in 2012 which greatly reduced our margins in Brazil on imported fabrics. As a result of declining sales in fiscal 2013, we experienced quarterly losses in Brazil which caused us to write-off all goodwill, certain intangibles, and deferred tax assets of Brazil. These factors caused us to default on our loan with TD Bank, N.A. ("TD Bank"), our then current lender. Thus, we engaged with new lenders and considered other options, such as the sale of the Company, the sale of assets and a refinance of the TD Bank loan. In June 2013, we successfully consummated two financing transactions as described in the following section, "Recent Financing Transactions." Recent Financing Transactions On June 28, 2013, together with our wholly-owned subsidiary, Lakeland Protective Wear Inc., we entered into a senior credit facility pursuant to a loan and security agreement (the "Senior Loan Agreement") with AloStar Business Credit, a division of AloStar Bank of Commerce, a state banking institution formed under Alabama law ("Senior Lender"). The Senior Loan Agreement provides us with a three year $15 million revolving line of credit with interest payable at a variable interest rate based on LIBOR plus 525 basis points, at a floor of 6.25%. As of the closing date, the interest rate was 6.25% per annum. The senior loan facility is subject to a borrowing base calculated as the sum of 85% of eligible accounts receivable, as defined, the lesser of 60% of eligible inventory, as defined, or 85% of the net orderly liquidation value of the inventory and in transit inventory up to a cap of $1,000,000, subject to a satisfactory appraisal of Alabama real estate. The Senior Loan Agreement grants the Senior Lender a first priority lien on substantially all of our United States and Canadian assets other than our Canadian warehouse. The facility contains certain financial covenants, including the requirement to maintain: (i) commencing as of our first fiscal quarter ending July 31, 2013, a fixed charge coverage ratio of at least 1.1-to-1.00 for the four quarter period then ending, and (ii) a minimum quarterly earnings before interest, taxes, depreciation and amortization ("EBITDA"), on a rolling basis (excluding the operations of our Brazilian subsidiary), of not less than $2.1 million for the two quarters ended July 31, 2013, $3.15 million for the three quarters ended October 31, 2013 and $4.1 million for the four quarters ended January 31, 2014 and thereafter. We are also prohibited during any fiscal year from making capital expenditures in an aggregate amount in excess of $1 million. The Senior Loan Agreement also includes financial reporting requirements, customary and other negative covenants, including, without limitation, (i) a $200,000 limit for fiscal year ended January 31, 2014 on the amount we may advance to or on behalf of our Brazilian subsidiary and nothing thereafter, and (ii) a $1 million annual limitation on our total net investment in foreign subsidiaries, as well as certain customary events of default that, upon occurrence, give the Senior Lender the right to accelerate the maturity of all indebtedness outstanding and foreclose on its security interest. On June 28, 2013, we also entered into a loan and security agreement (the "Subordinated Loan Agreement") with LKL Investments, LLC (the "Junior Lender") (a wholly-owned subsidiary of Arenal Capital Fund LP, a private equity fund), the selling stockholder described in this prospectus. The Subordinated Loan Agreement provided us with a $3.5 million term loan and grants to the Junior Lender a second priority lien on substantially all of our assets in the United States and Canada other than our Canadian warehouse, except for a first lien on a Mexican facility. Pursuant to the Subordinated Loan Agreement, among other things, we issued to the Junior Lender a five year term loan promissory note (the "Note") due June 28, 2018. Interest on the Note shall accrue at 12% per annum through and including December 27, 2016 and shall increase on December 28, 2016 to 16% per annum and on December 28, 2017 to 20% per annum. Though June 27, 2014, we will make all payments of interest in the form of either payment in kind (PIK) in additional notes or in shares of our common stock, at the election of the Junior Lender. After that date, the Junior Lender shall have the right to elect from time to time to be paid interest in the form of either cash, payment in kind (PIK) in additional notes or in shares of our common stock. If shares of common stock are used to make interest payments on the Note ("Interest Shares"), the number of Interest Shares will be based upon 100% of an average of the then current market value of our common stock over a preceding period of twenty (20) days, subject to the limitations set forth in the Subordinated Loan Agreement. The Subordinated Loan Agreement contains affirmative and negative covenants substantially similar to those contained in the Senior Loan Agreement and financial covenants largely based upon those in the Senior Loan Agreement which are 10% more permissive. In connection with this transaction, we also issued to the Junior Lender a common stock purchase warrant (the "Warrant") to purchase up to 566,015 shares of our common stock (subject to adjustment), representing beneficial ownership of approximately 9.6% of our outstanding common stock as of the closing of the transactions contemplated by the Subordinated Loan Agreement. The Warrant contains customary and other anti-dilution provisions, including for issuances of our common stock or common stock equivalents at a price less than $5.00 per share, computed on a weighted average basis. In order to comply with the rules and regulations of The NASDAQ Global Market, regardless of whether or not our common stock is traded thereon, the Subordinated Loan Agreement and the Warrant each restrict us from issuing in excess of an aggregate of 1,068,506 shares of our common stock (as appropriately adjusted for any stock split, stock dividend or other reclassification or combination of our common stock) under the Warrant and as Interest Shares. This represents 19.99% of our 5,345,206 shares issued and outstanding as of the closing of the subordinated financing transaction. Our receipt of gross proceeds of $3.5 million in subordinated debt financing was a condition precedent set by Senior Lender, of which this transaction satisfied. The proceeds from the two financings have been used to fully repay our former financing facility with TD Bank in the amount of approximately $13.7 million and also a warehouse loan in Canada with a balance of Cdn$1,362,000 Canadian dollars (approximately $1,320,000), payable to Business Development Bank of Canada. As a condition of the Subordinated Loan Agreement, we entered into an Investor Rights Agreement, dated as of June 28, 2013, with the Junior Lender (the "Investor Rights Agreement") pursuant to which the Junior Lender is entitled to designate one person for election to our board of directors, for so long as the Junior Lender and/or any of its affiliates own (beneficially or of record) (i)(A) common stock, including common stock underlying securities convertible into, or exchangeable or exercisable for our common stock, representing in the aggregate at least 6% of our outstanding common stock and (B) any loans, notes or other indebtedness under the Subordinated Loan Agreement or other documents related thereto in an aggregate principal amount of at least $2,000,000 or (ii) shares of our common stock (for these purposes, excluding securities that are convertible, exchangeable or exercisable for shares of our common stock) that represent in the aggregate at least 5% of our outstanding common stock. As of the date of this prospectus, the Junior Lender has not exercised the right to designate a board representative. If no board representative of the Junior Lender is serving as a director on our board, the Junior Lender has the right to appoint one board observer to attend meetings of our board and any committee thereof, for so long as the Junior Lender and/or any of its affiliates own (beneficially or of record) (i) common stock, including common stock underlying securities convertible into, or exchangeable or exercisable for our common stock, representing in the aggregate at least 6% of our outstanding common stock and/or (ii) any loans, notes or other indebtedness under the Subordinated Loan Agreement or other documents related thereto in an aggregate principal amount of at least $2,000,000. The observer, if appointed, would have the right to attend all meetings of our board and to receive all board meeting materials, subject to certain restrictions set forth in the Investor Rights Agreement. As of the date of this prospectus, the Junior Lender has not exercised the right to designate an observer. Also in connection with the subordinated loan transaction, pursuant to the terms of a Registration Rights Agreement, dated as of June 28, 2013, between us and the Junior Lender, we were obligated to file a registration statement with the SEC on or prior to September 26, 2013 registering the resale of registrable securities consisting of shares of our common stock issued or issuable to Junior Lender, which registration statement is required to become effective by December 25, 2013. If the registration statement was not filed with the SEC on or prior to September 26, 2013, we would have been required to make pro rata payments to the Junior Lender and/or any of its affiliates or transferees holding registrable securities, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by each holder of registrable securities for each 30-day period or pro rata for any portion thereof following September 26, 2013 for which no registration statement was filed. The registration statement of which this prospectus is a part constitutes such a registration statement which was required to be filed by such date. If (A) the registration statement of which this prospectus is a part is not declared effective by the SEC prior to the earlier of (i) five (5) business days after the SEC shall have informed us that no review of the registration statement will be made or that the SEC has no further comments on the registration statement or (ii) December 25, 2013 (the 180th day after the closing date) or (B) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to such registration statement for any reason (including, without limitation, by reason of a stop order, or our failure to update the registration statement), but excluding certain delays permitted by the Registration Rights Agreement or the inability of any holder of registrable securities to sell such registrable securities covered thereby due to market conditions, then we will make pro rata payments to each holder of registrable securities, as liquidated damages and not as a penalty, in a cash amount equal to 1.0% of the aggregate amount invested by such holder of registrable securities for each 30-day period or pro rata for any portion thereof following the date by which such registration statement should have been effective. Additional Information For a complete description of our business, legal proceedings, financial condition, results of operations and other important information, we refer you to our filings with the Securities and Exchange Commission (the "SEC") that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K, as amended, for the year ended January 31, 2013. For instructions on how to find copies of these documents, please see the section of this prospectus entitled "Where You Can Find Additional Information." The Offering The following is a brief summary of the offering. You should read the entire prospectus carefully, including "Risk Factors" and the information, including financial information relating to us including in our filings with the SEC and incorporated by reference into this prospectus. Issuer Lakeland Industries, Inc. Shares of common stock offered by the selling stockholder 1,068,506 shares of common stock1 Shares of common stock outstanding assuming all of the shares covered hereby are sold 6,419,4872 Use of Proceeds We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder. We may, however, receive proceeds of any cash exercises of the Warrant which, if received, would be used by us for working capital purposes. Please see section entitled "Use of Proceeds" in this prospectus.

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+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 securities, you should carefully read this entire prospectus, including our consolidated financial statements and the 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. Unless the context requires otherwise, the words Tile Shop Holdings, we, company, us, and our refer to Tile Shop Holdings, Inc. and our consolidated subsidiaries. Overview Our Company We are a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States. We offer a wide selection of products, attractive prices, and exceptional customer service in an extensive showroom setting. We sell over 4,500 products from around the world, including ceramic, porcelain, glass, and stainless steel manufactured tiles and marble, granite, quartz, sandstone, travertine, slate, and onyx natural tiles, primarily under our proprietary Rush River and Fired Earth brand names. We purchase our tile products and accessories directly from producers. We manufacture our own setting and maintenance materials, such as thinset, grout, and sealers under our Superior brand name. We operate 73 stores in 24 states, with an average size of 23,000 square feet. We also sell our products on our website. We believe that our long-term producer relationships, together with our design, manufacturing and distribution capabilities, enable us to offer a broad assortment of high-quality products to our customers, who are primarily homeowners, at competitive prices. We have invested significant resources to develop our proprietary brands and product sources and believe that we are a leading retailer of stone tiles, accessories, and related materials in the United States. In 2012, we reported net sales and income from operations of $182.7 million and $34.4 million, respectively. In the first quarter of fiscal 2013 we reported net sales and income from operations of $56.8 million and $12.0 million, respectively. We opened 15 new stores in 2012 and intend to open no fewer than 17 stores in 2013, five of which have already been opened. As of the end of the first quarter of fiscal 2013 and the end of fiscal years 2012, 2011 and 2010, we had total assets of $202.4 million, $176.1 million, $119.0 million, and $108.9 million, respectively. Recent Developments On April 12, 2013, the Company instructed its transfer agent to notify holders of all remaining outstanding warrants to purchase shares of the Company s common stock that the Company had satisfied the conditions necessary to exercise its right to call all warrants for redemption and that the Company was requiring any holders who exercise warrants before their redemption to exercise them on a cashless basis. Prior to the issuance of the notice to redeem the warrants, the Company had received instructions to exercise 7,514,320 warrants in exchange for payment of the warrant exercise price, which in the aggregate totaled $86.4 million. The Company also processed the exercise of 6,731,938 warrants on a cashless basis and repurchased 3,587,075 warrants. As a result, the Company issued an aggregate of 10,304,380 shares of common stock in exchange for the 17.8 million warrants that were originally outstanding. The Company utilized $30.1 million of the $86.4 million received from the warrant exercises to effect warrant repurchases and plans on retaining $10.3 million for general corporate purposes. The Company plans to utilize $46.0 million of the balance of the $86.4 million of cash received from warrant exercises to complete the repurchase of shares from Nabron International, Inc. following this offering as described below. On May 24, 2013, we entered into a Stock Purchase Agreement with Nabron International, Inc., which we refer to as Nabron, whereby we agreed to repurchase a number of shares of our common stock having an aggregate value of $46.0 million, which we refer to as the Post-offering Nabron Stock Purchase, at a price per share equal to the public offering price less the underwriters discount. The closing of the Post-offering Nabron Stock Purchase is conditioned upon the completion of this offering. The closing of this offering is not conditioned upon the completion of the Post-offering Nabron Stock Purchase. We expect to 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 an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 3, 2013 PRELIMINARY PROSPECTUS 4,250,000 Shares TILE SHOP HOLDINGS, INC. Common Stock $ per share The selling stockholders named in this prospectus, which include certain members of our board of directors and management, are selling 4,250,000 shares. We will not receive any proceeds from the sale of the shares by the selling stockholders. Our common stock is listed on The NASDAQ Global Market under the symbol TTS . The last reported sale price of our common stock on The NASDAQ Global Market on May 31, 2013 was $25.96 per share. On May 24, 2013, we entered into a Stock Purchase Agreement with Nabron International, Inc., whereby we agreed to repurchase a number of shares of our common stock having an aggregate value of $46.0 million, which we refer to as the Post-offering Nabron Stock Purchase, at a price per share equal to the public offering price less the underwriters discount. The closing of the Post-offering Nabron Stock Purchase is conditioned upon the completion of this offering. The closing of this offering is not conditioned upon the completion of the Post-offering Nabron Stock Purchase. We expect to fund the purchase price for the Post-offering Nabron Stock Purchase with the proceeds from the warrant exercises as described in this prospectus. We cannot assure you that the conditions to the Post-offering Nabron Stock Purchase will be satisfied or that the share repurchase will take place on the terms described above or at all. Investing in our common stock involves risks. See Risk Factors beginning on page 10. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriters discount 1 $ $ Proceeds to the selling stockholders (before expenses) $ $ (1) We refer you to Underwriting beginning on page 78 for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 4,250,000 shares of common stock to the public, the underwriters have the option to purchase up to 637,500 additional shares from certain selling stockholders at the public offering price less the underwriters discount. We will not receive any proceeds from the sale of the additional shares by the selling stockholders. The underwriters expect to deliver the shares to purchasers on or about , 2013 through the book-entry facilities of The Depository Trust Company. Citigroup Baird Piper Jaffray Wedbush Securities Telsey Advisory Group CJS Securities, Inc. , 2013 TABLE OF CONTENTS fund the purchase price for the Post-offering Nabron Stock Purchase with the proceeds from the warrant exercise as described above. We cannot assure you that the conditions to the Post-offering Nabron Stock Purchase will be satisfied or that the share repurchase will take place on the terms described above or at all. Competitive Strengths We believe that the following factors differentiate us from our competitors and position us to continue to grow our specialty tile business. Inspiring Customer Experience Our showrooms bring our products to life. Each showroom features up to 60 different mockups, or vignettes, of bathrooms, kitchens, fireplaces, foyers, and other settings that showcase our broad array of products. Each store also features over 1,400 hand-crafted display boards showing tile that we offer for sale. Our stores are spacious, well-lit, and organized by product type to make our customers shopping experience easy. Broad Product Assortment at Attractive Prices We offer over 4,500 manufactured and natural tile products, setting and maintenance materials, and accessories. We are able to maintain every-day low prices by purchasing tile and accessories directly from producers and manufacturing our own setting and maintenance materials. Customer Service and Satisfaction Our sales personnel are highly-trained and knowledgeable about the technical and design aspects of our products. We offer weekly do-it-yourself classes in all of our showrooms. In addition, we provide one-on-one installation training as required to meet customer needs. We offer a liberal return policy, with no restocking fees. Worldwide Sourcing Capabilities We have long-standing relationships with producers of our tiles throughout the world and work with them to design products exclusively for us. We believe that these direct relationships differentiate us from our competitors, who generally purchase commodity products through distributors. We are often the largest or exclusive customer for many of our producers. Proprietary Branding We sell the majority of our products under our proprietary brand names, which helps us to differentiate our products from those of our competitors. We offer products across a range of price points and quality levels that allow us to target discrete market segments and to appeal to diverse groups of customers. Centralized Distribution System We service our retail locations from three distribution centers and expect to open a fourth distribution center in the second quarter of 2013. Our distribution centers can cost-effectively service stores within a 700-mile radius, providing us with the ability to open new locations in markets where we believe that we have a competitive advantage or see attractive demographics. Experienced Team Our management team has substantial experience in the specialty tile industry and retail sales operations. Robert Rucker, our founder and Chief Executive Officer, has over 25 years of experience in the tile industry. Both Carl Randazzo, senior vice president retail, and Joseph Kinder, senior vice president operations, have been with us for over 20 years. Tim Clayton, our Chief Financial Officer, has more than 30 years of public company financial management leadership experience. William Watts, who serves as the chairman of our board of directors, is the former Chief Executive Officer of General Nutrition Corporation and the chairman of Mattress Firm, Inc., Brookstone, Inc., and JA Apparel Corp. (Joseph Abboud). Historically Attractive Returns on New Store Investment Our new stores have historically begun generating operating profit within the first year of operations and we generally recoup our initial net capital investment from a new store s four-wall profitability within the first 36 months of operations. We measure four-wall profitability as store level operating profit before pre-opening costs and depreciation and amortization. TABLE OF CONTENTS Growth Strategy We intend to increase our net sales and profitability through a combination of new store openings and same store sales growth. In the five years ended December 31, 2012, we grew through a combination of opening 29 new retail locations and increases in same store sales. We expect to continue to gain market share. Specific elements of our strategy for continued growth include the following: Open New Stores We believe that the highly-fragmented U.S. retail tile market provides us with a significant opportunity to expand our store base. During 2012, we opened 15 new stores. We intend to open no fewer than 17 new stores in 2013, primarily in our existing markets, Northeast, Southeast, mid-Atlantic, and Southwest regions of the United States. We believe that there will continue to be additional expansion opportunities in the United States. We expect our store base growth to increase operational efficiencies. Increase Sales and Profitability of Existing Stores We believe that our ongoing investment in new products and our enhanced training program for our sales associates, together with our associate incentive compensation structure, will result in continued same store sales growth. Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled Risk Factors immediately following this prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Corporate Information We were incorporated in the State of Delaware in June 2012 in order to become the parent company of The Tile Shop, LLC, or The Tile Shop, following the consummation of a business combination, or the Business Combination, with JWC Acquisition Corp., or JWCAC, a blank check company incorporated in the State of Delaware in July 2010. On August 21, 2012, we consummated the Business Combination and, in connection therewith, became a successor issuer to JWCAC by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our principal executive offices are located at 14000 Carlson Parkway, Plymouth, Minnesota, 55441, and our telephone number is (763) 852-2901. Our website address is www.tileshop.com. We had approximately 914 employees as of May 15, 2013. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. TABLE OF CONTENTS