U.S.
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C.
20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933
Jumpkicks,
Inc.
(Exact
name of Registrant as specified in its charter)
| DELAWARE | _______________________________ |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
|
Jumpkicks,
Inc.
1018
Klamath River
Ave.
Henderson,
NV 89002
|
Corporation
Service
Company
2711
Centerville
Road,
Suite 400
Wilmington,
Delaware 19808
|
|
(Name
and address of principal executive offices)
|
( Name and address of agent for service) |
Registrant's
telephone number, including area code: (888)
283-1426
Approximate
date of commencement of proposed sale to the public: As
soon as practicable after the
effective date of this Registration Statement.
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
any of
the securities being registered on the Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box | |
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. |__|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|
| CALCULATION OF REGISTRATION FEE | ||||
|
TITLE
OF
EACH
CLASS
OF
SECURITIES
TO BE
REGISTERED
|
AMOUNT
TO
BE
REGISTERED
|
PROPOSED
MAXIMUM
OFFERING
PRICE
PER
SHARE (1)
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (2)
|
AMOUNT OF
REGISTRATION
FEE
|
| Common Stock | 860,000 shares | $0.02 | $17,200 | $0.53 |
| (1) |
This
price was arbitrarily determined by Jumpkicks, Inc.
|
| (2) |
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
|
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a),
MAY
DETERMINE.
COPIES
OF COMMUNICATIONS
TO:
Cane
Clark, LLP
3273
E. Warm
Springs
Las
Vegas, NV 89120
(702)
312-6255 Fax: (702)
944-7100
SUBJECT
TO COMPLETION, Dated January
23, 2008
PROSPECTUS
JUMPKICKS,
INC.
860,000
COMMON
STOCK
INITIAL
PUBLIC
OFFERING
The
selling shareholders named in this prospectus are offering up to 860,000 shares
of common stock offered through this prospectus. We will not receive any
proceeds from this offering and have not made any arrangements for the sale
of
these securities. We have, however, set an offering price for these securities
of $0.02 per share. This offering will expire in 90 days unless extended by
the
board of directors. The board of directors has discretion to extend the offering
period for a maximum of an additional 90 days.
|
Offering
Price
|
Underwriting
Discounts and Commissions
|
Proceeds
to Selling Shareholders
|
|
|
Per
Share
|
$0.02
|
None
|
$0.02
|
|
Total
|
$17,200
|
None
|
$17,200
|
Our
common stock is presently not traded on any market or securities exchange.
The
sales price to the public is fixed at $0.02 per share until such time as the
shares of our common stock are traded on the NASD Over-The-Counter Bulletin
Board. Although we intend to apply for quotation of our common stock on the
NASD
Over-The-Counter Bulletin Board through a market maker, public trading of our
common stock may never materialize. If our common stock becomes traded on the
NASD Over-The-Counter Bulletin Board, then the sale price to the public will
vary according to prevailing market prices or privately negotiated prices by
the
selling shareholders.
The
purchase of the securities
offered through this prospectus involves a high degree of risk. See section
entitled “Risk Factors” on pages 7-18.
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
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. The prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
The
Date of This Prospectus
is: January
23,
2008
We
were
incorporated as Jumpkicks, Inc. (“Jumpkicks”) in the State of Delaware on August
3, 2007. We are engaged in the business of online retailing. Specifically,
we
have purchased and are developing a martial arts Internet Site,
www.jumpkicks.com (the “Site”). Through the Site, we provide content of interest
to martial artists and sell products, such as uniforms, t-shirts, protective
equipment, mats, and other equipment and accessories of interest to martial
arts
practitioners and instructors.
We
draw
martial arts students and practitioners to our site by positioning ourselves
as
a source of martial arts knowledge. We anticipate that a certain percentage
of
visitors to our Site will become retail customers, purchasing the equipment
we
display in our online catalog. We currently offer discounted retail pricing
to
individual martial arts practitioners and students. In the future, we intend
to
provide equipment to instructors, studio owners, and others who are in the
business of retailing martial arts equipment.
We
are a
development stage company and have not generated significant sales to date.
As
of October 31, 2007, we had $17,732 in current assets and current liabilities
in
the amount of $244. Accordingly, our working capital position as of
October 31, 2007 was $17,488. Since our inception through October 31, 2007,
we have incurred a net loss of $3,767. Our current working capital seems to
be
sufficient to enable us to implement our business plan as set forth in this
prospectus. If we determine to pursue a strategy of growth, however, our current
working capital will not be sufficient to enable us to continue business
operations for the next twelve months. For this and other reasons set forth
in
the notes to our audited financial statements, our independent auditors have
raised substantial doubt about our ability to continue as a going concern.
Accordingly, we will require additional financing.
Our
offices are located at 1018 Klamath River Avenue, Henderson, Nevada 89002,
and
our telephone number is (888) 283-1426. Our Internet Site can be found at
www.Jumpkicks.com. Information contained on our Web Site is not part of this
registration statement.
The
Offering
|
Securities
Being Offered
|
Up
to 860,000 shares of our common stock, which includes all issued
and
outstanding shares with the exception of those held by our President,
CEO
and director, Mr. Richard Douglas.
|
|
Offering
Price
|
The
offering price of the common stock is $0.02 per share. There is
no public
market for our common stock. We cannot give any assurance that
the shares
offered will have a market value, or that they can be resold at
the
offered price if and when an active secondary market might develop,
or
that a public market for our securities may be sustained even if
developed. The absence of a public market for our stock will make
it
difficult to sell your shares in our stock.
|
|
We
intend to apply to the NASD over-the-counter bulletin board, through
a
market maker that is a licensed broker dealer, to allow the trading
of our
common stock upon our becoming a reporting entity under the Securities
Exchange Act of 1934. If our common stock becomes so traded and
a market
for the stock develops, the actual price of stock will be determined
by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would
thus be
determined by market factors and the independent decisions of the
selling
shareholders.
|
|
|
Minimum
Number of Shares
To
Be Sold in This Offering
|
None
|
|
Securities
Issued and to be Issued
|
10,860,000
shares of our common stock are issued and outstanding as of the date
of
this prospectus. Our President, CEO and director, Mr. Richard Douglas,
owns 92.38% of the common shares of our company and therefore has
substantial control. All of the common stock to be sold under this
prospectus will be sold by existing shareholders. There will be no
increase in our issued and outstanding shares as a result of this
offering.
|
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock by
the
selling shareholders.
|
|
Offering
Period
|
The
shares are being offered for a period up to 90 days from the date
this
Prospectus is effective with the Securities and Exchange Commission,
unless extended by us for an additional 90
days.
|
Summary
Financial Information*
|
Balance
Sheet Data
|
As
of October 31, 2007 (Unaudited)
|
|
|
Cash
|
$ | 17,732 |
|
Total
Assets
|
$ | 23,667 |
|
Liabilities
|
$ | 244 |
|
Total
Stockholders’ Equity
|
$ | 23,433 |
|
Statement
of Operations
|
For
the Year Ended October 31, 2007 (Unaudited)
|
|
|
Revenue
|
$ | 71 |
|
Loss
for the Period
|
$ | 3,767 |
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. Currently, shares of our common stock are not publicly traded.
In the event that shares of our common stock become publicly traded, the trading
price of our common stock could decline due to any of these risks, and you
may
lose all or part of your investment.
We
have
earned limited revenue since our inception, which makes it difficult to evaluate
whether we will operate profitably. Operating expenses for the period from
August 3, 2007 (date of inception) to October 31, 2007, totaled $3,793. We
have
incurred cumulative net losses of $3,767 since August 3, 2007. We have not
attained profitable operations and are dependent upon obtaining financing or
generating revenue from operations to continue operations for the next twelve
months should we determine to pursue a strategy of growth. As of October 31,
2007, we had cash in the amount of $17,732. Our future is dependent upon our
ability to obtain financing or upon future profitable operations. We reserve
the
right to seek additional funds through private placements of our common stock
and/or through debt financing. Our ability to raise additional financing is
unknown. We do not have any formal commitments or arrangements for the
advancement or loan of funds. For these reasons, our auditors stated in their
report that they have substantial doubt we will be able to continue as a going
concern. As a result, there is an increased risk that you could lose the entire
amount of your investment in our company.
Your
evaluation of our business will be difficult because we have a limited operating
history. We are in the development stage of our business and have only
recently begun to offer our products. To date, revenues are not substantial
enough to maintain us without additional capital injection if we determine
to
pursue a growth strategy before significant revenues are generated. We face
a
number of risks encountered by early-stage companies, including our need to
develop infrastructure to support growth and expansion; our need to obtain
long-term sources of financing; our need to establish our marketing, sales
and
support organizations; and our need to manage expanding operations. Our
business strategy may not be successful, and we may not successfully address
these risks. If we are unable to sustain profitable operations, investors may
lose their entire investment in us.
Because
we are a new company with new products and we have not conducted advertising,
there is little or no recognition of our Jumpkicks brand name. As a result,
consumers may purchase products other than ours that have brand recognition
in
the market and we may be unable to generate sufficient revenues to meet our
expenses or meet our business plan objectives, which will reduce the value
of
your investment.
Although
we plan to pursue written agreements with our suppliers and manufacturers to
provide goods to us at their respective and customary rates upon request, we
currently have a written agreement in place with only one supplier. In addition,
we have a verbal agreement with our accountants to perform requested financial
accounting services and our outside auditors to perform auditing functions.
Each
of these functions requires the services of persons in high demand and these
persons may not always be available. The implementation of our business plan
and
ability to services our customers may be impaired if we are not able to secure
written agreements with additional suppliers, or the parties with whom we have
verbal agreements do not perform in accordance with our verbal agreements.
In
addition, it may be difficult to enforce a verbal agreement in the event that
any of these parties fail to perform.
We
do not
own or operate any manufacturing facilities. We plan to pursue written
agreements with the third party manufacturers of the products we sell which
are
shipped directly from the supplier in our proprietary packaging. If we lose
the
services of our third party manufacturers and suppliers, we may be unable to
secure the services of replacement manufacturers and suppliers. In addition,
because we do not have written agreements with all of these manufacturers and
suppliers, they could refuse to supply some or all of our products, reduce
the
number of products that they supply or change the terms and prices under which
they normally supply our products. The occurrence of any such conditions will
have a materially negative effect upon our reputation and our ability to
distribute our products, which will cause a material reduction in our
revenues.
We
believe our success depends in substantial part on our ability to offer products
and designs that reflect current needs and anticipate, gauge and react to
changing consumer demands in a timely manner. Our business is vulnerable to
changes in consumer preferences. We will attempt to reduce the risks of changing
demands and product acceptance in part by devoting a portion of our available
products and designs to standard products that are not significantly modified
from year to year. Nevertheless, if we misjudge consumer needs for our products,
our ability to generate sales could be impaired resulting in the failure of
our
business. There are no assurances that our future products will be successful,
and in that regard, any unsuccessful products could also adversely affect our
business.
Our
business model relies on us functioning in tandem with one or more martial
arts
studios or companies (our “Strategic Partners”) that will add value, content and
increased traffic to our own site. To date, we have not found such a Strategic
Partner, and there is no guarantee that we will be able to identify one or
that
any potential Strategic Partner would be amendable to participating with us
in
pursuing our existing business model.
In
the
event that we are unable to secure a viable Strategic Partner, we will be forced
to drive traffic to our own website by employing the standard industry practice
of pay-per-click advertising via search engines like Google, Yahoo, MSN and
Ask.com. Failure to secure a Strategic Partner will, therefore, have a negative
material impact on our operating costs.
The
success of our business depends on our ability to deliver our products to our
consumers’ specifications in a timely manner. However, we are dependent third
party manufacturers and suppliers to produce and deliver products to our
customers. Disruptions in the manufacturing process could delay the timely
receipt of merchandise, which could result in cancelled sales.
Our
progress is expected to require the full utilization of our management,
financial and other resources, which to date has occurred with limited working
capital. Our ability to manage growth effectively will depend on our ability
to
improve and expand operations, including our financial and management
information systems, and to recruit, train and manage sales personnel. There
can
be no absolute assurance that management will be able to manage growth
effectively.
If
we are
unable to succeed in marketing, making sales and maintaining a large enough
customer base to support our business operations, we will be unable to achieve
profitable operations. Any
time
new products are introduced into a market, there is a substantial risk that
sales will not meet expectations or even cover the cost of operations. General
market conditions are unpredictable, and sales might be slow or even
non-existent, and/or the products might not fit the needs of our target market
sufficiently to induce sales. While we anticipate the ability to sell products
on our Site, there is no way to predict the volume of product sales that will
occur or even if sales will be sufficient to support our future operations.
Numerous
factors beyond our control may affect the marketability of the products offered.
These factors include, but are not limited to, consumer demand and emerging
competition. The exact effect of these factors can not be accurately predicted,
but it is possible they may result in our not receiving an adequate return
on
our invested capital.
The
Internet is a highly competitive arena with competition continually increasing.
There is no assurance that there will not be future competition from other
companies that could potentially enter the market and try to emulate our
business model. This could result in a decrease in revenue, reduced operating
margins and a loss of market share for us at a later date. To remain competitive
in both revenue and access to resources and capital, we may be required to
make
substantial investments in our advertising, distribution network, and sales
and
marketing activities. In addition, in the event that competitors enter the
marketplace, we might face pressure from competitors on the sales prices of
our
products, as well as from potential customers. As a result of any of these
factors, there could be a material adverse effect on our sales and
profitability.
If
we are
unable to continually upgrade and expand our systems in order to keep up with
the technological change within our industry, we will not be able to compete
within our industry and our business will fail. The Internet market is
characterized by rapidly changing technologies, evolving industry standards,
changing customer needs, and frequent new product and service introductions.
Our
future success will depend, in part, on our ability to change and evolve, to
use
technologies effectively, to further expand our product lines, and to
potentially develop new services to meet changing customer needs on a timely
and
cost-effective basis. There can be no assurance that we will be successful
in
this change and evolution on a timely basis. Although we intend to support
emerging standards in the Internet marketplace, there can be no assurance that
industry standards will be established or, if they become established, that
we
will be able to conform to these new standards in a timely fashion and maintain
a competitive position in the market.
Because
we are dependent on third parties, especially product manufacturers and
distributors, we face potential losses if any of these products are interrupted
or become more costly. Our operations and services are dependent on the
protections of our equipment from fire, earthquakes, power loss,
telecommunications failures and similar events. A significant portion of our
equipment, including all critical “server” equipment dedicated to our Internet
Web Portal site, will be located at a single facility operated by an independent
third-party. Despite precautions taken by us and our third-party “server park”
operator, the occurrence of a natural disaster or other unanticipated problems
at our corporate offices or those of the server park operator, could cause
interruptions in our services. We will be relying upon our server park operator
to provide redundant or backup equipment and telecommunications facilities.
Any
accident, incident or system failure that causes interruptions in our operations
could have a material adverse affect on our ability to provide Internet services
to our customers. Extensive or multiple interruptions in providing customers
with site access are a known primary reason for customer decisions to abandon
the use of Internet sites/services. Accordingly, any disruption of our services
due to system failures could have a material adverse affect on our business,
financial condition and results of operations. Additionally, any failure on
the
part of our Strategic Partners, upon whom we may rely to drive traffic to our
Site, will reflect poorly upon our brand and result in reduced traffic to our
Site and, therefore, reduced revenue.
If
telecommunications providers lose service to their customers, our customers
will
not be able to access our service. We will be relying on our web hosting
company, 1and1.com, one of the world’s largest web hosts to provide the
telecommunications links for our customers to access our web site. In the
Internet marketplace it is not unusual for telecommunications providers to
lose
service in a market area, although these problems are usually cured within
24
hours. Any accident, incident, system failure or discontinuance of operations
involving a third-party telecommunications provider that causes our members
or
visitors to be unable to access our site could have a material adverse affect
on
our ability to provide services to our customers and, in turn, on our business,
financial condition, and results of operations.
Despite
the implementation of security measures, our web site infrastructure may be
vulnerable to computer viruses, hacking or similar disruptive problems caused
by
members, other Internet users, other connected Internet sites, and the
interconnecting telecommunications networks. Such problems caused by
third-parties could lead to interruptions, delays or cessation of service to
our
customers. Inappropriate use of the Internet by third-parties could also
potentially jeopardize the security of confidential information stored in our
computer system, which may deter individuals from becoming customers. Such
inappropriate use of the Internet includes attempting to gain unauthorized
access to information or systems, which is commonly known as “cracking” or
“hacking.” Although we intend to implement security measures, such measures have
been circumvented in the past, and there can be no assurance that any measures
we implement would not be circumvented in future. Dealing with problems caused
by computer viruses or other
inappropriate
uses or security breaches may require interruptions, delays or cessation of
service to our customers, which could have a material adverse affect on our
business, financial condition and results of operations.
The
future success of our business will depend to a large extent on the capacity,
reliability and security of our Site infrastructure. As consumer visitation
increases, we will be required to expand and adapt our Site infrastructure.
Such
expansion and adaptation will require substantial financial, operational and
management resources. We believe that we will have the necessary funds for
capital expenditures on Site software and hardware infrastructure during the
next twelve months. In the event that we grow very rapidly, there can be no
assurance that we will be able to keep up or expand or adapt our Site
infrastructure to meet evolving consumer demand on a timely basis and at a
commercially reasonable cost, or at all. If we are unable to expand and adapt
our Site infrastructure to accommodate visitors to our Site, customers could
stop using our service, resulting in a loss of business.
US
trade
& industry is subject to economic changes and periodical fluctuations.
Prolonged declines in the economy and/or a recession could have a material
adverse effect on our business. The national economy is affected by numerous
factors and conditions, all of which are beyond our control, including (a)
Interest rates; (b) Inflation; (c) Employment levels; (d) Changes in disposable
income; (e) Financing availability; (f) Federal and state income tax policies;
and (g) Consumer confidence.
We
will
be subject to cyclical variations in the e-commerce market. Internet usage,
and
in turn e-commerce, slows down in the summer months. We and other online
retailers rely on the expenditure of discretionary income for most, if not
all,
sales. Economic downturns, whether real or perceived, in economic conditions
or
prospects could adversely affect consumer spending habits and, therefore, have
a
material adverse effect on our revenue, cash flow and results of operations.
Alternatively, any improvement, whether real or perceived, in economic
conditions or prospects could adversely impact our ability to acquire
merchandise and, therefore, have a material adverse effect on our business,
prospects, financial condition and results of operations, as our available
supply of merchandise may be negatively impacted by increased
competition.
A
portion
of the merchandise we will be selling is made outside of the United States.
As a
result, any event causing a disruption of imports, including the imposition
of
import restrictions or trade
restrictions
in the form of tariffs, “antidumping” duties, port security or other events that
could slow port activities, acts of war, terrorism or diseases, could increase
the cost and reduce the supply of products available to us, which could, in
turn, negatively affect our sales and profitability. In addition, over the
past
few years, port-labor issues, rail congestion, and trucking shortages have
had
an impact on all direct importers. Although in most instances the merchandiser
will deliver the product directly to the purchaser, as the retailer we may
be
held accountable. Although we attempt to anticipate and manage such situations,
both our sales and profitability could be adversely impacted by any such
development in the future.
Additional
risks to which we are subject by virtue of conducting our business across
national boundaries, many of which are outside of our control, include the
following:
| · |
Economic
recession
|
| · |
Currency
exchange rate and interest rate
fluctuations
|
| · |
Changes
in governmental policy, including those relating to
taxation
|
| · |
International
military, political, diplomatic, and terrorist
incidents
|
| · |
Government
instability
|
| · |
Nationalization
of foreign assets; and
|
| · |
Tariffs
and governmental trade policies
|
We
cannot
ensure that one or more of these factors will not negatively affect our
international segment and, as a result, our business and financial performance.
Our
management does not have any specific training in running a martial arts supply
Web Site. With no direct training or experience in this area, our management
may
not be fully aware of many of the specific requirements related to working
within this industry. As a result, our management may lack certain skills that
are advantageous in managing our company. Consequently, our operations,
earnings, and ultimate financial success could suffer irreparable harm due
to
management’s lack of experience in this industry.
Mr.
Douglas, our president and CEO, devotes 10 to 15 hours per week to our business
affairs. We do not have an employment agreement with Mr. Douglas, nor do we
maintain key life insurance for him. Currently, we do not have any full or
part-time employees. If the demands of our business require the full business
time of our management, it is possible that they may not be able to devote
sufficient time to the management of our business, as and when needed. If our
management is unable to devote a sufficient amount of time to manage our
operations, our business will fail.
Due
to
the specified nature of our business, having certain key personnel is essential
to the development and marketing of the products we plan to sell and thus to
the
entire business itself. Consequently, the loss of any of those individuals
may
have a substantial effect on our future success or failure. We may have to
recruit qualified personnel with competitive compensation packages, equity
participation, and other benefits that may affect the working capital available
for our operations. Management may have to seek to obtain outside independent
professionals to assist them in assessing the merits and risks of any business
proposals as well as assisting in the development and operation of many company
projects. No assurance can be given that we will be able to obtain such needed
assistance on terms acceptable to us. Our failure to attract additional
qualified employees or to retain the services of key personnel could have a
material adverse effect on our operating results and financial
condition.
Mr.
Douglas is our president, chief executive officer and our sole director. He
owns
approximately 92.08% of the outstanding shares of our common stock. Accordingly,
he will have an overwhelming influence in determining the outcome of all
corporate transactions or other matters, including mergers, consolidations
and
the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. While we have no current plans with regard
to any merger, consolidation or sale of substantially all of our assets, the
interests of Mr. Douglas may still differ from the interests of the other
stockholders.
Our
president, Mr. Richard Douglas owns 10,000,000 shares of our common stock,
which
equates to 92.08% of our outstanding common stock. There is presently no public
market for our common stock although we plan to apply for quotation of our
common stock on the NASD over-the-counter bulletin board upon the effectiveness
of the registration statement of which this prospectus forms a part. If our
shares are publicly traded on the over-the-counter bulletin board, Mr. Douglas
will be eligible to sell his shares publicly subject to the volume limitations
in Rule 144. The offer or sale of a large number of shares at any price may
cause the market price to fall. Sales of substantial amounts of common stock
or
the perception that such transactions could occur may materially and adversely
affect prevailing markets prices for our common stock.
Because
our products are intended for use in a high-risk activity, we may be subject
to
liability for any accidents or injury that may occur in connection with the
use
of these products or due to claims of defective design, integrity or durability
of the products. We do not currently maintain liability insurance coverage
for
such claims. If we are unable to obtain such insurance, product liability claims
could adversely affect our brand name reputation, revenues and ultimately lead
to losses. In addition, product defects could result in product recalls and
warranty claims. A product recall could delay or halt the sale of our products
until we are able to remedy the product defects. The occurrence of any claims,
judgments, or product recalls will negatively affect our brand name image and
product sales, as well as lead to additional costs.
Although
we have not received notices of any alleged infringement by our suppliers,
we
cannot be certain that the products they manufacture do not infringe on issued
trademarks and/or copyright rights of others. We may be subject to legal
proceedings and claims from time to time in our ordinary course of business
arising out of intellectual property rights of others. These legal proceedings
can be very costly, and thus can negatively affect the results of our
operations.
Our
success will depend, in part, on our ability to obtain and enforce intellectual
property rights over our name and trademark in both the United States and other
countries. To date, we have not obtained any trademark or trade name
registrations, except for our domain name, www.jumpkicks.com. There can be
no
assurance that the steps we intend to take to protect our rights will be
adequate, that we will be able to secure protections or registrations for our
rights or marks in the United States or in foreign countries or that third
parties will not infringe upon our territorial rights or misappropriate our
copyrights, trademarks, service marks, domain name and similar proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain foreign countries. It is possible that
our
competitors or others will adopt product or service names similar to ours,
thereby impeding our ability to build brand identity which could possibly lead
to customer confusion. Our inability to protect our marks adequately could
have
a material adverse effect on the acceptance of our brand and on our business,
financial condition and operating results. In the future, litigation may be
necessary to enforce and protect our territorial distribution rights, our trade
secrets, copyrights and other intellectual property rights. Litigation would
divert management resources and be expensive and may not effectively protect
our
intellectual property. We may be subject to litigation for claims of
infringement of the rights of others or to determine the scope and validity
of
the territorial and/or intellectual property rights of others. If other parties
file applications for marks used or registered by us, we may have to oppose
those applications and participate in administrative proceedings to determine
priority of rights to the mark, which could result in substantial costs to
us
due to the diversion of management’s attention and the expense of such
litigation, even if the eventual outcome is favorable to us. Adverse
determinations in such litigation could result in the loss of certain of our
proprietary
rights, subject us to significant liabilities, and require us to seek licenses
from third parties or prevent us from selling our products and services. Any
of
these results could have a material adverse effect on the acceptance of our
brand and on our business, financial condition and operating results.
The
Sarbanes-Oxley
Act of 2002 was enacted in response to public concerns regarding corporate
accountability in connection with recent accounting scandals. The stated goals
of the Sarbanes-Oxley
Act are to increase corporate responsibility, to provide for enhanced penalties
for accounting and auditing improprieties at publicly traded companies, and
to
protect investors by improving the accuracy and reliability of corporate
disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally
applies to all companies that file or are required to file periodic reports
with
the SEC, under the Securities Exchange Act of 1934. Upon becoming a public
company, we will be required to comply with the Sarbanes-Oxley Act. The
enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules
and regulations by the SEC that increase responsibilities and liabilities of
directors and executive officers. The perceived increased personal risk
associated with these recent changes may deter qualified individuals from
accepting these roles. As a result, it may be more difficult for us to attract
and retain qualified persons to serve on our board of directors or as executive
officers. We continue to evaluate and monitor developments with respect to
these
rules, and we cannot predict or estimate the amount of additional costs we
may
incur or the timing of such costs.
A
market
for our common stock may never develop. We intend to contact an authorized
OTC
Bulletin Board market-maker for sponsorship of our securities on the OTC
Bulletin Board upon the effectiveness of the registration statement of which
this prospectus forms a part. However, our shares may never be traded on the
bulletin board, or, if traded, a public market may not materialize. If our
common stock is not traded on the bulletin board or if a public market for
our
common stock does not develop, investors may not be able to re-sell the shares
of our common stock that they have purchased and may lose all of their
investment.
The
selling shareholders are offering 860,000 shares of our common stock through
this prospectus. The outstanding shares of common stock covered by this
prospectus represent approximately 7.92% of the common shares outstanding as
of
the date of this prospectus. Our common stock is presently not traded on any
market or securities exchange, but should a market develop, shares sold at
a
price below the current market price at which the common stock is trading will
cause that
market
price to decline. Moreover, the offer or sale of a large number of shares at
any
price may cause the market price to fall.
Our
board
of directors is authorized to issue up to 10,000,000 shares of preferred stock.
Our board of directors has the power to establish the dividend rates,
liquidation preferences, voting rights, redemption and conversion terms and
privileges with respect to any series of preferred stock. The issuance of any
shares of preferred stock having rights superior to those of the common stock
may result in a decrease in the value or market price of the common stock.
Holders of preferred stock may have the right to receive dividends, certain
preferences in liquidation and conversion rights. The issuance of preferred
stock could, under certain circumstances, have the effect of delaying, deferring
or preventing a change in control of us without further vote or action by the
stockholders and may adversely affect the voting and other rights of the holders
of common stock.
Short
selling occurs when a person sells shares of stock which the person does not
yet
own and promises to buy stock in the future to cover the sale. The general
objective of the person selling the shares short is to make a profit by buying
the shares later, at a lower price, to cover the sale. Significant amounts
of
short selling, or the perception that a significant amount of short sales could
occur, could depress the market price of our common stock. In contrast,
purchases to cover a short position may have the effect of preventing or
retarding a decline in the market price of our common stock, and together with
the imposition of the penalty bid, may stabilize, maintain or otherwise affect
the market price of our common stock. As a result, the price of our common
stock
may be higher than the price that otherwise might exist in the open market.
If
these activities are commenced, they may be discontinued at any time. These
transactions may be effected on over-the-counter bulletin board or any other
available markets or exchanges. Such short selling if it were to occur could
impact the value of our stock in an extreme and volatile manner to the detriment
of our shareholders.
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. Our payment of any future dividends will be at the
discretion of our board of directors after taking into account various factors,
including but not limited to our financial condition, operating results, cash
needs, growth plans and the terms of any credit agreements that we may be a
party to at the time. Accordingly, investors must rely on sales of their own
common stock after price appreciation, which may never
occur,
as
the only way to realize their investment. Investors seeking cash dividends
should not purchase our common stock.
Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted
on
Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also
must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer’s presumed control over the market, and
monthly account statements showing the market value of each penny stock held
in
the customer’s account. In addition, broker-dealers who sell these securities to
persons other than established customers and “accredited investors” must make a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser’s written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level
of
trading activity, if any, in the secondary market for a security subject to
the
penny stock rules, and investors in our common stock may find it difficult
to
sell their shares.
In
the
event that our shares are quoted on the over-the-counter bulletin
board, we
will
be required order to remain current in our filings with the SEC in order for
shares of our common stock to be eligible for quotation on the over-the-counter
bulletin board. In the event that we become delinquent in our required filings
with the SEC, quotation of our common stock will be terminated following a
30
day grace period if we do not make our required filing during that time. If
our
shares are not eligible for quotation on the over-the-counter bulletin board,
investors in our common stock may find it difficult to sell their shares.
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.
The
actual results could differ materially from our forward-looking statements.
Our
actual results are most likely to differ materially from those anticipated
in
these forward-looking statements for many reasons, including the risks faced
by
us described in this Risk Factors section and elsewhere in this
prospectus.
We
will
not receive any proceeds from the sale of the common stock offered through
this
prospectus by the selling shareholders.
The
$0.02
per share offering price of our common stock was arbitrarily chosen using the
last sales price of our stock from our most recent private offering of common
stock. There is no relationship between this price and our assets, earnings,
book value or any other objective criteria of value.
We
intend
to apply to the NASD over-the-counter bulletin board for the quotation of our
common stock upon our becoming a reporting entity under the Securities Exchange
Act of 1934. We intend to file a registration statement under the Exchange
Act
concurrently with the effectiveness of the registration statement of which
this
prospectus forms a part. If our common stock becomes so traded and a market
for
the stock develops, the actual price of stock will be determined by prevailing
market prices at the time of sale or by private transactions negotiated by
the
selling shareholders. The offering price would thus be determined by market
factors and the independent decisions of the selling shareholders.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to
our
existing shareholders.
The
selling shareholders named in this prospectus are offering all of the 860,000
shares of common stock offered through this prospectus. These shares were
acquired from us in an offering that was exempt from Registration under Rule
504
of Regulation D of the Securities Act of 1933, as amended, and completed on
October 31, 2007.
The
following table provides information regarding the beneficial ownership of
our
common stock held by each of the selling shareholders as of October 31, 2007,
including:
| 1. |
the
number of shares owned by each prior to this
offering;
|
| 2. |
the
total number of shares that are to be offered by
each;
|
| 3. |
the
total number of shares that will be owned by each upon completion
of the
offering;
|
| 4. |
the
percentage owned by each upon completion of the offering;
and
|
| 5. |
the
identity of the beneficial holder of any entity that owns the
shares.
|
The
named
parties beneficially own and have sole voting and investment power over all
shares or rights to the shares, unless otherwise shown in the table. 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 10,860,000 shares of common stock outstanding on October 31,
2007.
|
Name
and Address of Selling Shareholder
|
Shares
Owned Prior to This Offering
|
Total
Number of Shares to be Offered for Selling Shareholder
Account
|
Total
Shares to be Owned Upon Completion of this Offering
|
Percent
Owned Upon Completion of this Offering
|
|
Alice
Corney
4012
S Rainbow Blvd #K548
Las
Vegas, NV 89103
|
50,000
|
50,000
|
0
|
0.00%
|
|
Anna
Chapter
943
Centaur Avenue
Las
Vegas, NV 89123
|
50,000
|
50,000
|
0
|
0.00%
|
|
Andrea
Mackay
7912
Horse Bridle St.
Las
Vegas, NV 89131
|
50,000
|
50,000
|
0
|
0.00%
|
|
Greg
Mackay
7912
Horse Bridle St.
Las
Vegas, NV 89131
|
50,000
|
50,000
|
0
|
0.00%
|
|
Edward
Klokman III
2038
Palm St., #429
Las
Vegas, NV 8014
|
5,000
|
5,000
|
0
|
0.00%
|
|
Lindsey
Chapter
7128
Abbeyville Dr.
Las
Vegas, NV 89119
|
5,000
|
5,000
|
0
|
0.00%
|
|
Tyler
Mackay
920
South 25th
East, #7C
Cedar
City, UT 84720
|
50,000
|
50,000
|
0
|
0.00%
|
|
Howard
Hotchkiss
5953
Spanish Mustang Court
Las
Vegas, NV 89127
|
25,000
|
25,000
|
0
|
0.00%
|
|
Sharon
A. Hepburn-Hotchkiss
5953
Spanish Mustang Court
Las
Vegas, NV 89127
|
25,000
|
25,000
|
0
|
0.00%
|
|
Melissa
Parsons
7963
Gilespie
Las
Vegas, NV 89123
|
15,000
|
15,000
|
0
|
0.00%
|
|
Eden
Bejarano
2410
Old Forge Lane, #105
Las
Vegas, NV 89121
|
5,000
|
5,000
|
0
|
0.00%
|
|
Brandon
Bejarano
2410
Old Forge Lane, #105
Las
Vegas, NV 89121
|
5,000
|
5,000
|
0
|
0.00%
|
|
Tena
Marie Houser
1591
E. Desert Inn
Las
Vegas, NV 89169
|
12,500
|
12,500
|
0
|
0.00%
|
|
Richard
Webber
1591
E. Desert Inn
Las
Vegas, NV 89169
|
12,500
|
12,500
|
0
|
0.00%
|
|
Emilie
L. Chapter
PO
Box 14876
Reno,
NV 89507
|
5,000
|
5,000
|
0
|
0.00%
|
|
Shawn
Adair
5188
Sandstone Dr.
Las
Vegas, NV 89142
|
12,500
|
12,500
|
0
|
0.00%
|
|
Shari
Adair
5188
Sandstone Dr.
Las
Vegas, NV 89142
|
12,500
|
12,500
|
0
|
0.00%
|
|
Tawnya
Gregoire
1209
Highbury Grove St.
Henderson,
NV 89002
|
5,000
|
5,000
|
0
|
0.00%
|
|
Tom
and Linda Chapter
1556
Crystal Shadows Circle
Las
Vegas, NV 89119
|
10,000
|
10,000
|
0
|
0.00%
|
|
John
D. Cox
8132
Southern Comfort Ave
Las
Vegas, NV 89131
|
50,000
|
50,000
|
0
|
0.00%
|
|
Dawn
Eubanks
1304
Seal Beach Drive
Las
Vegas, NV 89108
|
100,000
|
100,000
|
0
|
0.00%
|
|
Garry
Todd Eubanks
5242
Acacia Grove St.
North
Las Vegas, NV 89031
|
50,000
|
50,000
|
0
|
0.00%
|
|
Dustin
Eubanks
5242
Acacia Grove St.
North
Las Vegas, NV 89031
|
50,000
|
50,000
|
0
|
0.00%
|
|
Crystal
Cox
1304
Seal Beach Drive
Las
Vegas, NV 89108
|
50,000
|
50,000
|
0
|
0.00%
|
|
David
Boehrer
667
Prosser Creek Place
Henderson,
NV 89002
|
25,000
|
25,000
|
0
|
0.00%
|
|
Rachael
Boehrer
667
Prosser Creek Place
Henderson,
NV 89002
|
25,000
|
25,000
|
0
|
0.00%
|
|
Dorothy
Douglas
2640
Natalie Avenue
Las
Vegas, NV 89121
|
25,000
|
25,000
|
0
|
0.00%
|
|
Joann
Hansen
2640
Natalie Avenue
Las
Vegas, NV 89121
|
25,000
|
25,000
|
0
|
0.00% |
|
Justin
DeMille
1015
Pecos River Ave.
Henderson,
NV 89002
|
12,500
|
12,500
|
0
|
0.00%
|
|
Janessa
DeMille
1015
Pecos River Ave.
Henderson,
NV 89002
|
12,500
|
12,500
|
0
|
0.00%
|
|
David
Douglas
5312
West Shaggy Peak Dr.
Riverton,
UT 84065
|
2,500
|
2,500
|
0
|
0.00%
|
|
Elizabeth
Douglas
5312
West Shaggy Peak Dr.
Riverton,
UT 84065
|
2,500
|
2,500
|
0
|
0.00%
|
|
Mark
Rose
1232
E. Regent St.
Washington,
UT 84780
|
12,500
|
12,500 |
0
|
0.00%
|
|
Brynne
Rose
1232
E. Regent St.
Washington,
UT 84780
|
12,500
|
12,500
|
0
|
0.00%
|
Except
for the following, none of the selling shareholders; (1) has had a material
relationship with us other than as a shareholder at any time within the past
three years; (2) has been one of our officers or directors; or (3) are
broker-dealers or affiliate of broker-dealers.
| § |
Dorothy
Douglas is the mother of Richard Douglas, our President and
director.
|
| § |
Melissa
Douglas is the wife of Richard Douglas, our President and
director.
|
| § |
David
Douglas is the brother of Richard Douglas, our President and
director.
|
The
selling shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
| 1. |
on
such public markets or exchanges as the common stock may from time
to time
be trading;
|
| 2. |
in
privately negotiated transactions;
|
| 3. |
through
the writing of options on the common
stock;
|
| 4. |
in
short sales, or;
|
| 5. |
in
any combination of these methods of
distribution.
|
We
intend
to contact an authorized Over-The-Counter Bulletin Board market-maker for
sponsorship of our securities on the Over-The-Counter Bulletin Board. Currently,
we or anyone acting on our behalf has requested or encouraged any broker-dealer
to act as a market-maker for our securities. The sales price to the public
is
fixed at $0.02 per share until such time as the shares of our common stock
become quoted on the NASD Over-The-Counter Bulletin Board or another exchange.
Although we intend to apply for quotation of our common stock on the NASD
Over-The-Counter Bulletin Board, public trading of our common stock may never
materialize. If our common stock becomes traded on the NASD Over-The-Counter
Bulletin Board, or another exchange, then the sales price to the public will
vary according to the selling decisions of each selling shareholder and the
market for our stock at the time of resale. In these circumstances, the sales
price to the public may be:
| 1. |
the
market price of our common stock prevailing at the time of
sale;
|
| 2. |
a
price related to such prevailing market price of our common stock,
or;
|
| 3. |
such
other price as the selling shareholders determine from time to
time.
|
The
shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The
selling shareholders may also sell their shares directly to market makers acting
as agents in unsolicited brokerage transactions. Any broker or dealer
participating in such transactions as an agent may receive a commission from
the
selling shareholders or from such purchaser if they act as agent for the
purchaser. If applicable, the selling shareholders may distribute shares to
one
or more of their partners who are unaffiliated with us. Such partners may,
in
turn, distribute such shares as described above.
We
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
of
1933 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.
|
We
are
not currently a party to any legal proceedings.
Our
agent
for service of process in Delaware is Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808.
Our
sole
executive officer and director and his respective age as of October 31, 2007
is
as follows:
|
Name
|
Age
|
Position
Held with the
Company
|
|
Richard
Douglas
1018
Klamath River Ave.
Henderson,
NV 89002
|
34
|
President,
Secretary, Treasurer, and Director
|
Set
forth
below is a brief description of the background and business experience of our
sole executive officer and director.
Richard
Douglas
is our
sole officer and director
Mr.
Douglas has been involved in martial arts for over thirty years as both a
student and instructor. He has held the rank of Black Belt in three different
national martial arts governing bodies: the United Fighting Arts Federation;
the
National Tang Soo Do Congress; and the Western Tang Soo Do Federation.
Mr.
Douglas holds a Bachelor of Science degree in accounting and graduated in 2004
from the University of Nevada Las Vegas with a Masters of Accountancy Degree
with an emphasis in tax. He is licensed to practice in Nevada as
a Certified Public Accountant. From 2000 to 2004, Mr. Douglas worked in the
hotel services industry, focusing on guest services. Since 2004, Mr. Douglas
has
worked as a tax associate at a large public accounting firm, where he performed
bookkeeping services and prepared individual, partnership and corporate tax
returns. As an auditing senior associate, he planned and
performed compilation, review and auditing services for a variety of
not-for-profit entities, large governmental entities, small and large hotels
and
casinos, and construction companies. As an accountant, Mr. Douglas has
specialized in assurance services, focusing on internal audit functions, audits
and compliance services, and brings that experience and perspective to
Jumpkicks.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Significant
Employees
We
do not
currently have any significant employees aside from Mr. Douglas.
We
conduct our business through agreements with consultants and arms-length third
parties. Current arrangements in place include the following:
| 1. |
Written
agreements with our suppliers to provide their products to us at
their
respective and customary wholesale rates upon request.
|
| 2. |
Verbal
agreements with our accountants to perform requested financial accounting
services.
|
| 3. |
Verbal
agreements with auditors to perform audit functions at their respective
normal and customary rates.
|
We
understand that enforcing verbal relationships is difficult and less preferred
than having written agreements where the terms and conditions are set forth
clearly. At this stage of our existence, however, we choose not to draft
documents to memorialize some of our arrangements, since we cannot afford
involving counsel at expensive rates. We do and will use written arrangements
and counsel advice to the extent financially permissible.
Involvement
in Certain Legal
Proceedings
To
the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer,
or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of
the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
The
following table sets forth, as of October 31, 2007, certain information as
to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
|
Name
and Address of Beneficial
Owners of Common Stock1
|
Title
of
Class
|
Amount
and Nature of Beneficial
Ownership
|
%
of Common
Stock2
|
|
Richard
Douglas
1018
Klamath River Ave.
Henderson,
NV 89002
|
Common
Stock
|
10,000,000
|
92.38%
|
|
DIRECTORS
AND OFFICERS -
TOTAL
|
10,000,000
|
92.38%
|
|
|
5%
SHAREHOLDERS
|
|||
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
| 1. |
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such date.
|
| 2. |
The
percentage shown is based on denominator of 10,860,000 shares of
common
stock issued and outstanding for the company as of October 31,
2007.
|
Our
authorized capital stock consists of 90,000,000 shares of common stock, with
a
par value of $0.001 per share, and 10,000,000 shares of preferred stock, with
a
par value of $0.001 per share. As of October 31, 2007, there were 10,860,000
shares of our common stock issued and outstanding. Our shares are held by
thirty-five (35) stockholders of record. We have not issued any shares of
preferred stock.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to
a
vote of the stockholders, including the election of directors. Except as
otherwise required by law or provided in any resolution adopted by our board
of
directors with respect to any series of preferred stock, the holders of our
common stock will possess all voting power. Generally, all matters to be voted
on by stockholders must be approved by a majority (or, in the case of election
of directors, by a plurality) of the votes entitled to be cast by all shares
of
our common stock that are present in person or represented by proxy, subject
to
any voting rights granted to holders of any preferred stock. Holders of our
common stock representing fifty percent (50%) 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. Our Articles of Incorporation do
not
provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our common
stock will be entitled to such cash dividends as may be declared from time
to
time by our board of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution
or
winding up, the holders of shares of our common stock will be entitled to
receive pro rata all assets available for distribution to such
holders.
In
the
event of any merger or consolidation with or into another company in connection
with which shares of our common stock are converted into or exchangeable for
shares of stock, other securities or property (including cash), all holders
of
our common stock will be entitled to receive the same kind and amount of shares
of stock and other securities and property (including cash). 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
Our
board
of directors is authorized by our articles of incorporation to divide the
authorized shares of our preferred stock into one or more series, each of which
must be so designated as to distinguish the shares of each series of preferred
stock from the shares of all other series and classes. Our board of directors
is
authorized, within any limitations prescribed by law and our articles of
incorporation, to fix and determine the designations, rights, qualifications,
preferences, limitations and terms of the shares of any series of preferred
stock including, but not limited to, the following:
| 1. |
The
number of shares constituting that series and the distinctive designation
of that series,
which may be by distinguishing number, letter or title;
|
| 2. |
The
dividend rate on the shares of that series, whether dividends will
be
cumulative, and if so, from which date(s), and the relative rights
of
priority, if any, of payment of dividends on shares of that
series;
|
| 3. |
Whether
that series will have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
|
| 4. |
Whether
that series will have conversion privileges, and, if so, the terms
and
conditions of such conversion, including provision for adjustment
of the
conversion rate in such events as the Board of Directors
determines;
|
| 5. |
Whether
or not the shares of that series will be redeemable, and, if so,
the terms
and conditions of such redemption, including the date or date upon
or
after which they are redeemable, and the amount per share payable
in case
of redemption, which amount may vary under different conditions and
at
different redemption dates;
|
| 6. |
Whether
that series will have a sinking fund for the redemption or purchase
of
shares of that series, and, if so, the terms and amount of such sinking
fund;
|
| 7. |
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
and
the relative rights of priority, if any, of payment of shares of
that
series;
|
| 8. |
Any
other relative rights, preferences and limitations of that
series.
|
Provisions
in Our Articles of
Incorporation and By-Laws That Would Delay, Defer or Prevent
a Change in
Control
Our
articles of incorporation authorize our board of directors to issue a class
of
preferred stock commonly known as a "blank check" preferred stock. Specifically,
the preferred stock may be
issued
from time to time by the board of directors as shares of one (1) or more classes
or series. Our board of directors, subject to the provisions of our Articles
of
Incorporation and limitations imposed by law, is authorized to adopt
resolutions; to issue the shares; to fix the number of shares; to change the
number of shares constituting any series; and to provide for or change the
following: the voting powers; designations; preferences; and relative,
participating, optional or other special rights, qualifications, limitations
or
restrictions, including the following: dividend rights, including whether
dividends are cumulative; dividend rates; terms of redemption, including sinking
fund provisions; redemption prices; conversion rights and liquidation
preferences of the shares constituting any class or series of the preferred
stock.
In
each
such case, we will not need any further action or vote by our shareholders.
One
of the effects of undesignated preferred stock may be to enable the board of
directors to render more difficult or to discourage an attempt to obtain control
of us by means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of our management. The issuance of shares
of
preferred stock pursuant to the board of director's authority described above
may adversely affect the rights of holders of common stock. For example,
preferred stock issued by us may rank prior to the common stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of common stock. Accordingly, the issuance
of
shares of preferred stock may discourage bids for the common stock at a premium
or may otherwise adversely affect the market price of the common
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.
Delaware
Anti-Takeover
Laws
We
are
subject to the provisions of Section 203 of the Delaware General Corporation
Law, which applies to "business combinations" such as a merger, asset or stock
sale or other transaction that
result
in
financial benefit to an "interested stockholder". An "interested stockholder"
is
a person who, together with affiliates and associates, owns, or within three
years prior, did own, 15% or more of a corporation's outstanding voting stock.
Section 203 generally prohibits a publicly held Delaware corporation from
engaging in a "business combination” with an "interested stockholder" for a
period of three years following the time that the stockholder became an
interested stockholder, unless:
| · |
prior
to entering into the business combination, the board of directors
of the
corporation approved either the business combination or the transaction
that resulted in the stockholder becoming an interested
stockholder;
|
| · |
upon
consummation of the transaction that resulted in the stockholder
becoming
an interested stockholder, the interested stockholder owned at least
85%
of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the
number of
shares outstanding, those shares owned by persons who are directors
and
also officers, and employee stock plans in which employee participants
do
not have the right to determine confidentially whether shares held
subject
to the plan will be tendered in a tender or exchange offer;
or
|
| · |
on
or subsequent to that time, the business combination is approved
by the
board of directors and authorized at an annual or special meeting
of
stockholders, and not by written consent, by the affirmative vote
of at
least two-thirds of the outstanding voting stock that is not owned
by the
interested stockholder.
|
This
provision may have the effect of delaying, deterring or preventing a change
in
control over us without further actions by our stockholders.
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had,
or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant 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.
Cane
Clark, LLP, our independent legal counsel, has provided an opinion on the
validity of our common stock.
Moore
& Associates, Chartered, Independent Registered Public Accounting Firm has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit report.
Moore & Associates, Chartered, Independent Registered Public Accounting Firm
has presented their report with respect to our audited financial statements.
The
report of Moore & Associates, Chartered, Independent Registered Public
Accounting Firm is included in reliance upon their authority as experts in
accounting and auditing.
Our
articles of incorporation provide that we will indemnify an officer, director,
or former officer or director, to the full extent permitted by law. We have
been
advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act of 1933 is
against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by
the
court's decision.
We
were
incorporated as Jumpkicks, Inc. (“Jumpkicks”) in the State of Delaware on August
3, 2007. We are engaged in the business of online retailing. Specifically,
we
have purchased and are developing a martial arts Internet Site,
www.jumpkicks.com. Through the Site, we provide content of interest to martial
artists and sell products, such as uniforms, t-shirts, protective equipment,
mats, and other equipment and accessories of interest to martial arts
practitioners and instructors.
Our
offices are located at 1018 Klamath River Avenue, Henderson, Nevada 89002,
and
our telephone number is (888) 283-1426. Our Internet Site can be found at
www.Jumpkicks.com. Information contained on our Web Site is not part of this
registration statement. Richard Douglas, our President and director may be
described as a “promoter” as defined in Rule 405 of the Securities Act by virtue
of his role in founding and organizing our company.
Company
Overview
We
are in
the business of online retailing. Specifically, we have purchased and are in
the
process of revamping and further developing our Web Site, www.jumpkicks.com.
Through the Site, we provide content of interest to martial artists and intend
to sell products, such as uniforms, t-shirts, protective equipment, mats, and
other equipment and accessories of interest to martial arts practitioners and
instructors.
Our
plan
is to initially draw martial arts students and practitioners to our site by
positioning ourselves as a source of martial arts knowledge. We anticipate
that
a certain percentage of visitors to our Site will become retail customers,
purchasing the equipment we display in our online catalog. Later, as we are
able
to offer attractive wholesale pricing to studio owners, we hope to provide
wholesale equipment to instructors, studio owners, and others who are in the
business of retailing martial arts equipment.
We
plan
to seek alliances with studios, governing bodies, and other online entities
that
cater to our target market, whereby our Strategic Partners will drive traffic
to
our Site in exchange for a percentage of sales revenue generated by the traffic
they drive to our Site.
Richard
Douglas is our President, Chief Executive Officer, and sole director.
E-Commerce:
The Online Shopping
Market
According
to internet research firm comScore (www.comscore.com ), 694 million people
were
using the Internet worldwide in March of 2006, 152 million of which were
American. The United States has recently fallen to less than 25% of the entire
global online market from 1996 when it accounted for two-thirds of the entire
global audience.
However,
high-spending Americans contributed over $100 Billion to e-commerce through
online purchases in 2006. ComScore calculates that American consumers spent
$102.1 Billion via online retail (excluding travel) in 2006, representing an
increase of 24% over 2005. The months leading to Christmas 2006 further
increased e-commerce, with $24.6 Billion in online spending occurring during
November and December, up 26% from 2005’s total for the same period.
With
the
popularity of Internet shopping increasing year after year and e-commerce
becoming more widely accepted by the mainstream populace, a larger segment
of
the population is buying online and spending more than they have in the past.
Investment firm Cowen & Co. put the total sales figure for 2006 slightly
higher than comScore at $108 Billion, predicting that it will hit $225 Billion
by 2011. In their report, the company estimated that U.S. e-commerce sales
will
grow 20% in 2007, citing growing broadband adoption, lower online prices, and
added convenience as the driving forces.
According
to their figures, e-commerce will end up grabbing a 4.7% share of the total
U.S.
retail sales by 2012, up from the current figure of 2.7%. Jim Friedland and
David Geisler, analysts at Cowen, predict that online sales will eventually
pass
10% of total U.S. retail spending.
Growth
of Martial Arts in
America
The
Western interest in East Asian Martial arts dates back to the late 19th Century
AD, due to the increase in trade between America with China and Japan.
Relatively few Westerners actually practiced the arts, however, considering
them
to be mere performance art.
With
large numbers of American servicemen stationed in Japan after World War II,
the
adoption of techniques and the gradual transmission of entire systems of martial
arts to the West began. It was in the 1950’s, however, that this exportation of
systems really began to gain momentum. Large groups of U.S. military personnel
were taught Korean arts during the Korean conflict. In the early 1970’s, a
proliferation of martial arts movies furthered the popularity of martial
arts.
The
later
1970’s and 1980’s witnessed an increased media interest in the martial arts,
thanks in part to Asian and Hollywood martial arts movies and very popular
television shows like Kung
Fu,
Martial
Law,
and
The
Green Hornet
that
incorporated martial arts moments or themes. According
to
SAFE
USA, by 2003 over 1.5 Million Americans were practicing martial arts. Major
U.S.
cities have hundreds of studios, and tournaments, seminars, and conventions
draw
thousands of participants.
Web
Site Acquisition and
Development
On
August
13, 2007, we purchased the domain name, programming, photos, and all other
content and rights related to our Site. The Site has been in operation since
1996, beginning as a means for the founder to share his knowledge of the martial
arts with the general public, and growing into a staple of the online martial
arts community. In recent years, however, the founder of the site has been
unable to devote sufficient time to the development and upkeep of the site
to
maintain and capitalize on its popularity.
While
the
Site has had a number of sections over the years, we have retained the three
that have consistently remained as the most popular: Move of the Week, Archives,
and Rape Prevention. Move of the Week is the section that sets our Site apart
from others. Each week, we post a new martial arts technique with both
photographs and text, explaining how to both teach and perform the technique.
We
rotate between self-defense, tournament, street, grappling, and other
techniques. This has been the most popular section for over a decade, and
martial artists around the world submit techniques for consideration. When
a new
Move of the Week is posted, the previous week’s technique is moved to the
Archives, so that we have accumulated hundreds of techniques over the years
as a
resource to martial artists. Our Rape Prevention section contains statistics
on
rape, strategies for preventing assault, and techniques and strategies for
fighting off an assailant. The information is designed to be used as a teaching
guide and handout for martial arts instructors presenting seminars on rape
prevention.
Our
President has recently added a section to our Site containing a small list
of
products, which we have been offering for sale to our Site visitors. The sales
made through this section are currently our only source of revenue.
Products
We
have
entered into contractual relationships with the two largest suppliers of martial
arts equipment in the country - Century and AWMA. Through these relationships,
we are able to purchase all of the equipment offered by these two entities
at a
discounted wholesale rate. We will then be able to offer them at a retail price,
realizing the margin at the time of the sale. We plan to initially focus on
offering a discounted price on a limited number of popular items, so we will
not
have to maintain an inventory beyond our financial capacity to sustain. As
our
business grows, we will add more items, and eventually, we plan to purchase
popular items in bulk directly from manufacturers, bypassing traditional
suppliers and increasing our ability to offer discounted rates, and even act
as
a wholesale supplier ourselves.
Competition
We
face
significant competition in the online martial arts supplies industry. E-commerce
is a dynamic, high-growth market. Our competition for online customers comes
from a variety of
sources,
including existing traditional retailers that are using the Internet to expand
their channels of distribution, established Internet companies, and new Internet
companies such as ourselves. In addition, our competition for customers comes
from traditional direct marketers, brands that may attempt to sell their
products directly to consumers through the Internet, and outlet stores.
Many
of
our competitors have longer operating histories, significantly greater
resources, greater brand recognition and more firmly established supply
relationships. Moreover, we expect additional competitors to emerge in the
future. We believe that the principal competitive factors in our market include:
brand recognition, merchandise selection, price, convenience, customer service,
order delivery performance, and site features. Although we plan to compete
effectively in this market, we recognize that this market is relatively new
and
is evolving rapidly, and, accordingly, there can be no assurance that we will
be
able to compete effectively in this marketplace.
We
believe that our success will depend upon our ability to remain competitive
in
this field. We compete with others in efforts to obtain financing and explore
and develop our online knowledge base. The failure to compete successfully
in
the online market for commercial opportunities and for resources could have
a
material adverse effect on our business.
We
anticipate that our two largest competitors are also our suppliers, Century
and
AWMA. Both have significant online presences, selling their products directly
to
instructors, students, and practitioners. Both also offer discounts to studio
owners who sell products to their students and other retailers who purchase
large quantities. This is the reason we do not feel our retail prices will
appeal to studio owners and retailers who already enjoy a discount. Our plan
is
to initially compete for the retail purchases of individuals by pricing products
slightly lower than they are available for to individuals on our suppliers’ web
sites. Century and AWMA currently supply a number of brick-and-mortar operations
that undercut their own retail prices. Eventually, we intend to eventually
bypass our suppliers by purchasing directly from manufacturers, and compete
directly with Century and AWMA for both wholesale and retail sales through
our
Site.
Strategy
Our
company’s long-term business strategy is designed to capitalize on the current
opening we perceive within the martial arts equipment sector. Our goal is to
grow our company by expanding the products we offer, by forming relationships
with companies who supply products that fit our business model, and by further
developing content on our Web Site.
Intellectual
Property
Our
business depends, in part, on the protection of our intellectual property,
including our business name, logo, and distinctive branding. We have not taken
any measures to protect our intellectual property to this point, so there are
no
legal barriers to prevent others from using what we regard as our intellectual
property. In the future we may decide to file a trademark application to protect
our brand, but we cannot guarantee the success of this application. In addition,
the laws of some foreign countries do not protect intellectual property to
the
same extent as the laws of the United States, which could increase the
likelihood of misappropriation. Furthermore, other companies
could
develop similar or superior trademarks without violating our intellectual
property rights. If we resort to legal proceedings to enforce our
intellectual property rights, the proceedings could be burdensome, disruptive
and expensive, and distract the attention of management, and there can be no
assurance that we would prevail. We currently own one domain name,
Jumpkicks.com, and have successfully developed a corporate logo and branding
strategy.
Government
Regulation
Government
regulation and compliance with environmental laws do not have a material effect
on our business.
Employees
We
have
no employees other than our sole officer and director of our company as of
the
date of this prospectus. As needed from time to time, we may pay for the
services of independent contractors such as web designers and commissioned
sales
people.
We
do not
lease or own any real property. We maintain our corporate office at 1018 Klamath
River Avenue, Henderson, NV. This office space is being provided free of charge
by our president, Richard Douglas. While
limited in size, our present corporate office provides facilities suited to
our
current operations. This
arrangement provides us with the office space necessary to process necessary
paper work while providing telephone, fax and mailing facilities. As
our
business operations grow, it may be necessary for us to seek additional office
space.
This
prospectus contains forward-looking statements that involve risks and
uncertainties. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date that they are made.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
The
following discussion should be read in conjunction with the consolidated
financial statements and notes thereto included in this prospectus.
Plan
of Operation in the Next Twelve
Months
Site
Development
We
are
currently seeking to contract with a third party programmer to further develop
our Site. We intend to include at least two new sections in the current
redevelopment of the Site. The first is a Tournaments section. This will include
a schedule of martial arts tournaments around the country. We hope that martial
artists will come to our Site to find information on local tournaments. After
a
tournament has occurred, we will include photos from the tournament, so that
participants may log
on
to our
Site to view and download photos of themselves and other competitors. We feel
that this strategy will draw a large number of viewers to our Web
Site.
The
final
section we intend to include in the redeveloped Web Site is our Online Catalog.
Our President has recently added a section to our Site containing a small list
of products, which we have been offering for sale to our Site visitors. However,
we intend to overwrite this temporary page with a permanent Online Catalog
that
will be developed by our contracted Site developer. We intend to offer a variety
of martial arts supplies for sale through our Site, uniforms,
t-shirts, protective equipment, mats, and other equipment and accessories of
interest to martial arts practitioners and instructors. Our only current source
and our only planned source of revenue is the retail sales generated through
our
Online Catalog. The other sections of the Site are intended to draw traffic
to
the Site. We anticipate that a certain percentage of visitors to our Site will
become retail customers, purchasing the equipment we display in our online
catalog. Thus, we feel our revenue will depend, in part, upon the quality of
the
remaining four sections of the Site. Our President has already created an early
design of this section and posted a limited number of items for sale.
Although
we have contacted several web site designers, we have not yet entered into
a
contractual relationship with anyone to redevelop our Site. We anticipate that
the redevelopment of our Site will cost approximately $10,000. Much of this
cost
is due to the complexity of designing and programming web sites for retail
sales. As part of the development, we will be required either to purchase
commercially available third party shopping cart software packages such
as
Volusion
E-commerce Solutions, or work with a company such as Intuit, designer of
QuickBooks. Intuit offers Web design solutions that will incorporate their
industry-standard accounting software into our Web Site.
Increase
Product
Offerings
We
currently offer fewer than twenty unique products for sale through our Online
Catalog. As our orders increase, we intend to increase our inventory level
to
reduce turnaround time for customers and to offer a greater number of products
for sale. By offering a greater selection to the online shopping public, we
hope
to increase the volume of our sales and thereby increase our revenue and net
income. Our suppliers offer thousands of products, and we are currently working
with them to determine the most popular items, so we can incorporate them sooner
than others and achieve a high level of efficiency in our business
operations.
Refine
Order
Fulfillment
We
currently have contracts with two major martial arts supply companies to
purchase products from them at a discounted wholesale rate - Century Martial
Arts Supply (“Century”) and Asian World of Martial Arts (“AWMA”). We plan to
manage our standing inventory in a manner that allows us to meet most small
orders immediately. This will allow us to be responsive to the majority of
our
customers without tying up a significant amount of capital to maintain a larger
inventory level. We anticipate that the majority of our customers will initially
be individual practitioners and private instructors. Larger retail outlets
and
studios will most likely have access to the same wholesale prices we pay, and
likely from the same suppliers as well. As we grow, we plan
to
switch
from purchasing wholesale from martial arts suppliers to purchasing directly
from manufacturers. This will allow us to then provide products directly to
studio owners and retailers at a wholesale price that allows both them and
us to
realize a margin on the sale, while continuing our online retail sales with
a
larger margin.
Marketing
Our
plan
is to initially draw martial arts students and practitioners to our site by
positioning ourselves as a source of martial arts knowledge. While our Site
has
been used as a resource for martial artists around the world since 1996, the
lack of development time devoted to the Site in recent years has led to a drop
in usage. We intend to restore the Site to its position as a vital resource
for
instructors and students alike by engaging in the following:
| · |
Our
President has begun updating the most popular section of the Web
Site each
week. A new Move of the Week will bring back repeat users each week
to
learn a new technique for themselves or their
students;
|
| · |
Working
with tournament promoters to cross promote our Web Site, providing
t-shirts and other door prizes with our logo and Site URL on them,
as well
as promoting their tournaments on our
Site;
|
| · |
Posting
photos of tournaments on our Web Site, drawing competitors, fans,
and
promoters to our Site to view, save, and print the
photos;
|
| · |
Working
with our Site developer to include meta tags and other design elements
in
a fashion that will result in our Web Site being listed at or near
the top
of search engine listings for phrases such as martial
arts, karate,
self-defense techniques, martial arts supplies, rape prevention,
karate
tournaments, etc.
|
Off
Balance Sheet
Transactions
We
have
had no off balance sheet transactions.
Significant
Equipment
We
do not
intend to purchase any significant equipment for the next twelve
months.
Results
of Operations for the Period
from August 3, 2007 (Date of Inception) until October 31,
2007
We
generated $71 in revenue for the period from August 3, 2007 (Date of Inception)
until October 31, 2007. Our Operating Expenses during this period equaled
$3,793, consisting of $101 in Depreciation Expense, $809 in Professional Fees,
and $2,883 in General and Administrative Expenses. We, therefore, recorded
a net
loss of $3,767 for the period from August 3, 2007 (Date of Inception) until
October 31, 2007. Our operating expenses are primarily attributable to
professional fees and general and administrative expenses and professional
fees
associated with the initial development of our business.
We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan, and the professional fees to be incurred in connection with the filing
of
a registration statement with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our ongoing operating expenses will also
increase once we become a reporting company under the Securities Exchange Act
of
1934.
Liquidity
and Capital
Resources
As
of
October 31, 2007, we had total current assets of $17,732, consisting entirely
of
Cash. Our total current liabilities as of October 31, 2007 were $244. Thus,
we
have working capital of $17,488 as of October 31, 2007.
Operating
activities used $3,422 in cash for the period from August 3, 2007 (Date of
Inception) until October 31, 2007. Our net loss of $3,767 was the primary
component of our negative operating cash flow. Investing Activities used $6,046
in cash during the period from August 3, 2007 (Date of Inception) until October
31, 2007. Financing Activities generated $27,200 in cash during the period
from
August 3, 2007 (Date of Inception) until October 31, 2007.
As
demonstrated above, we expect to spend less than $15,000 to implement our
business plan over the coming year. Our accounting, legal and administrative
expenses for the next twelve months are anticipated to be $27,000. As of October
31, 2007, we had $17,732 in cash.
As
of
October 31, 2007, we believe we have sufficient cash to operate our business
at
the current level for the next twelve months. We do not need to raise additional
capital to achieve our business goals and to continue operations. However,
in
order to pay the professional and other fees we anticipate incurring in the
next
twelve months, and if management believes it is appropriate to begin a program
of rapid expansion, we believe we will need up to $50,000, and we will therefore
have insufficient cash to operate our business at the expanded level for the
next twelve months. We plan on obtaining this operating capital from our own
available funds and anticipated revenues, but we expect to be able to raise
capital through the sale of our common stock if business revenues are not
available to pay necessary expenses.
Although
our principal has no legal obligation to infuse additional capital, it is
anticipated that our principal will do so as reasonably necessary by providing
short-term demand loans carrying a market interest rate should it become
necessary to do so. Although we do not anticipate the necessity, we may have
to
raise additional capital following the completion of this registration
statement, in the form of private equity securities to meet our financial
requirements over the next twelve months. We believe that it will be easier
to
raise the requisite financing once we become a reporting company and our stock
is traded on a readily accessible exchange or national quotation system. We
believe this because investors generally feel more comfortable with investments
in which there are periodic and complete reports filed with the SEC. In
addition, investors put more value on investments in securities of a company
for
which they have a readily accessible market to sell their securities. We plan
to
be quoted on the over-the-counter bulletin board upon effectiveness of this
registration statement in order to provide this benefit to investors, but we
can
provide no assurance that our stock will be quoted on the over-the-counter
bulletin. In addition, a market for our common stock may never develop. In
the
event we are not able to obtain financing within the next twelve months, our
operations will be limited.
Going
Concern
We
have
accumulated deficit of $3,767 as of October 31, 2007. We currently have limited
liquidity, and have not completed our efforts to establish a stabilized source
of revenues sufficient to cover operating costs over an extended period of
time.
Management
anticipates that we will be dependent, for the near future, on additional
investment capital to fund operating expenses. We intend to position ourselves
so that we may be able to raise additional funds through the capital markets.
In
light of management’s efforts, our auditors have indicated that there are no
assurances that we will be successful in this or any of our endeavors or become
financially viable and continue as a going concern.
Off
Balance Sheet
Arrangements
As
of
October 31, 2007, there were no off balance sheet arrangements.
Except
as
provided below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
| · |
Any
of our directors or officers;
|
| · |
Any
person proposed as a nominee for election as a
director;
|
| · |
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
| · |
Any
of our promoters;
|
| · |
Any
relative or spouse of any of the foregoing persons who has the same
house
address as such person.
|
We
issued
10,000,000 shares of common stock on August 3, 2007, to Mr. Richard Douglas,
our
president. These shares were issued pursuant to Rule 504 of Regulation D of
the
Securities Act of 1933 (the "Securities Act") at a price of $0.001 per share,
for total proceeds of $10,000. These shares were issued pursuant to Section
4(2)
of the Securities Act of 1933 and are restricted shares as defined in the
Securities Act. We did not engage in any general solicitation or advertising.
We
issued the stock certificates and affixed the appropriate legends to the
restricted stock.
No
Public Market for Common Stock
There
is
presently no public market for our common stock. We anticipate making an
application for trading of our common stock on the NASD over the counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. We can provide
no
assurance that our shares will be traded on the bulletin board, or if traded,
that a public market will materialize.
The
Securities Exchange Commission has 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, to deliver a standardized risk disclosure document prepared by the
Commission, that: (a) contains a description of the nature and level of risk
in
the market for penny stocks in both public offerings and secondary trading;(b)
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
to
such duties or other requirements of Securities' laws; (c) 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;(d) contains a toll-free telephone number for inquiries on disciplinary
actions;(e) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and;(f) 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; (a) bid and offer quotations for the penny stock;(b)
the compensation of the broker-dealer and its salesperson in the transaction;(c)
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 (d) a 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 may have the effect of reducing the trading activity
in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common
Stock
Currently,
we have thirty-five (35) holders of record of our common stock.
Rule
144 Shares
None
of
our common stock is currently available for resale to the public under Rule
144.
Of
the
shares being registered, 860,000 shares held by thirty-four (34) shareholders
will be available for resale from August 2008 through October 2008, depending
on
exactly when they purchased their shares, all in accordance with the volume
and
trading limitations of Rule 144 of the Securities Act of 1933.
Mr.
Richard Douglas, as an affiliate, will be able to sell his shares, in accordance
with the volume and trading limitations of Rule 144 of the Securities Act of
1933, starting in August of 2008.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled
to
sell within any three month period a number of shares that does not exceed
the
greater of:
| 1. |
one
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 108,600
shares
as of the date of this prospectus,
or;
|
| 2. |
the
average weekly trading volume of the company's common stock during
the
four calendar weeks preceding the filing of a notice on form 144
with
respect to the sale.
|
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.
Under
Rule 144(k), a person who is not one of the company's affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
Stock
Option
Grants
To
date,
we have not granted any stock options.
Registration
Rights
We
have
not granted registration rights to the selling shareholders or to any other
persons.
We
are
paying the expenses of the offering because we seek to: (i) become a reporting
company with the Commission under the Securities Exchange Act of 1934; and
(ii)
enable our common stock to be traded on the NASD over-the-counter bulletin
board. We plan to file a Form 8-A registration statement with the Commission
prior to the effectiveness of the Form SB-2 registration statement. The filing
of the Form 8-A registration statement will cause us to become a reporting
company with the Commission under the 1934 Act concurrently with the
effectiveness of the Form SB-2 registration statement. We must be a reporting
company under the 1934 Act in order that our common stock is eligible for
trading on the NASD over-the-counter bulletin board. We believe that the
registration of the resale of shares on behalf of existing shareholders may
facilitate the development of a public market in our common stock if our common
stock is approved for trading on a recognized market for the trading of
securities in the United States.
We
consider that the development of a public market for our common stock will
make
an investment in our common stock more attractive to future investors. We
believe that obtaining reporting company status under the 1934 Act and trading
on the OTCBB should increase our ability to raise these additional funds from
investors.
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.
Summary
Compensation
Table
The
table
below summarizes all compensation awarded to, earned by, or paid to our sole
executive officer for all services rendered in all capacities to us for our
fiscal year ending December 31, 2007 through the date of this
prospectus.
|
SUMMARY
COMPENSATION TABLE
|
||||||||
|
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Richard
Douglas
President,
Secretary, Treasurer, and Director
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future. Our decision to compensate officers
depends on the availability of our cash resources with respect to the need
for
cash to further business purposes.
Director
Compensation
The
table
below summarizes all compensation awarded to, earned by, or paid to our sole
director for all services rendered in all capacities to us for our fiscal year
ending December 31, 2007 through the date of this prospectus.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Richard
Douglas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
We
do not
intend on compensating our directors for their services.
Index
to
Financial Statements:
Audited
financial statements for the period from August 3, 2007 (Date of Inception)
through October 31, 2007:
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS
AND ADVISORS
PCAOB
REGISTERED
To
the Board of Directors
Jumpkicks
Inc.
(A
Development Stage Company)
We
have
audited the accompanying balance sheet of Jumpkicks Inc. (A Development
Stage
Company) as of October 31, 2007, and the related statements of operations,
stockholders’ equity and cash flows through October 31, 2007, and Inception on
August 3, 2007 through October 31, 2007. These financial statements are
the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the financial position of Jumpkicks Inc. (A Development
Stage
Company) as of October 31, 2007 and the results of its operations and its
cash
flows through October 31, 2007, and Inception on August 3, 2007 through
October
31, 2007, in conformity with accounting principles generally accepted in
the
United States of America.
The
accompanying financial statements have been prepared assuming that the
Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has accumulated deficit of $3,767 as
of
October 31, 2007, which raises substantial doubt about its ability to continue
as a going concern. Management’s plans concerning these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates Chartered
Las
Vegas, Nevada
January
22, 2008
2675
S.
Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
JUMPKICKS,
INC.
(A
Development Stage Company) |
ASSETS
|
|||
|
October
31,
2007
|
|||
|
CURRENT
ASSETS
|
|||
|
Cash
|
$ | 17,732 | |
|
Total
Current
Assets
|
17,732 | ||
|
FIXED
ASSETS,
net
|
5,945 | ||
|
TOTAL
ASSETS
|
$ | 23,677 | |
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||
|
CURRENT
LIABILITIES
|
|||
|
Accounts
payable
|
244 | ||
|
Total
Current
Liabilities
|
244 | ||
|
STOCKHOLDERS'
EQUITY
|
|||
|
|
|||
|
Preferred
stock - $0.001 par
value, 10,000,000 shares authorized; no shares issued and
outstanding
|
- | ||
|
|
|||
|
Common
stock - $0.001 par value;
90,000,000 shares authorized; 10,860,000 shares issued and
outstanding
|
10,860 | ||
|
Additional
paid in
capital
|
16,340 | ||
|
Accumulated
deficit
|
(3,767) | ||
|
Total
Stockholders'
Equity
|
23,433 | ||
|
TOTAL
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
23,677 | ||
The
accompanying
notes are an integral part of these financial
statements.
JUMPKICKS,
INC.
(A
Development Stage Company)
|
From
Inception
on
August
3, 2007
Through 2007
|
||
|
REVENUES
|
$ | 71 |
|
COST
OF GOODS
SOLD
|
45 | |
|
GROSS
MARGIN
|
26 | |
|
OPERATING
EXPENSES
|
||
|
Depreciation
expense
|
101 | |
|
Professional
fees
|
809 | |
|
General
and
administrative
|
2,883 | |
|
Total
Operating
Expenses
|
3,793 | |
|
NET
LOSS
|
$ | (3,767) |
|
BASIC
LOSS PER
SHARE
|
(0.00) | |
|
WEIGHTED
AVERAGE NUMBER
OF
SHARES OUTSTANDING
|
5,430,000 | |
The
accompanying notes are
an integral part of these financial statements.
JUMPKICKS,
INC.
(A
Development
Stage Company)
|
Common
Stock
Shares
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Stockholders'
Equity
|
|||||||||||||||
|
Balance
August 3,
2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||
|
|
||||||||||||||||||
|
Common
stock issued for
cash on August 3, 2007 at
$0.001 per share
|
10,000,000 | 10,000 | - | - | 10,000 | |||||||||||||
|
|
||||||||||||||||||
|
Common
stock issued for cash on
October 31, 2007 at $0.02 per share
|
860,000 | 860 | 16,340 | - | 17,200 | |||||||||||||
|
|
||||||||||||||||||
|
Net
loss from
inception through
October 31, 2007
|
- | - | - | (3,767) | (3,767) | |||||||||||||
|
Balance,
October 31,
2007
|
10,860,000 | $ | 10,860 | $ | 16,340 | $ | (3,767) | $ | 23,433 | |||||||||
The
accompanying notes are an
integral part of these financial statements.
JUMPKICKS, INC.
(A
Development
Stage Company)
|
|
From
Inception on
August 3, October
31,
2007
|
|
|
|
||
|
CASH
FLOWS
FROM OPERATING ACTIVITIES
|
||
|
Net
loss
|
$ | (3,767) |
|
Adjustments
to reconcile net loss tonet cash
used by operating activities:
|
||
|
Depreciation
expense
|
101 | |
|
Changes
in
operating assets and liabilities:
|
||
|
Changes
in
accounts payable
|
244 | |
|
Net
Cash Used
by Operating
Activities
|
(3,422) | |
|
CASH
FLOWS FROM INVESTING
ACTIVITIES
|
||
|
Purchase
of
fixed assets
|
(6,046) | |
|
|
||
|
Net
Cash Used by Operating
Activities
|
(6,046) | |
|
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
||
|
Proceeds
from
common stock issued
|
27,200 | |
|
Net
Cash Provided by Financing Activities
|
27,200 | |
|
NET DECREASE IN CASH
|
17,732 | |
|
CASH
AT
BEGINNING OF PERIOD
|
- | |
|
CASH
AT END
OF PERIOD
|
$ | 17,732 |
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||
|
CASH
PAID
FOR:
|
||
|
Interest
|
$ | - |
|
Income
Taxes
|
$ | - |
The
accompanying notes are an
integral part of these financial statements.
F-5
JUMPKICKS,
INC.
1.
Summary of
Significant
Accounting Policies
Nature
of
Business
Jumpkicks,
Inc. (the Company) was incorporated in the State of Delaware on August
3,
2007. The Company is engaged in retail sales of martial arts related
equipment and services.
Use
of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management
to make
estimates and assumptions that affect the reported amounts of assets
and
liabilities at the date of the financial statements and the reported
amounts of
revenue and expenses during the reporting period. Actual results could
differ
from those estimates.
Basic
(Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during
the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average
number
of shares outstanding during the year. The diluted weighted average number
of
shares outstanding is the basic weighted number of shares adjusted for
any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of October 31, 2007.
|
(Loss)
(Numerator)
|
Shares
(Denominator)
|
Basic
(Loss) Per Share Amount
|
||||||
|
For
the period ended October 31, 2007
|
$ | (3,767) | 10,860,000 | $ | (0.00) | |||
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services
have
been provided and collection is reasonably assured.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of October 31,
2007.
Cash
and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly
liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
JUMPKICKS,
INC.
(A
Development Stage Company)
Notes
to
Financial Statements
October
31, 2007
1.
Summary of
Significant
Accounting Policies
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 Requires
the use of
an asset and liability approach in accounting for income taxes. Deferred
tax
assets and liabilities are recorded based on the differences between
the
financial statement and tax bases of assets and liabilities and the tax
rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.
SFAS
No.
109 requires the reduction of deferred tax assets by a valuation allowance
if,
based on the weight of available evidence, it is more likely than not
that some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided
by
applying the statutory federal income tax rate to net loss before provision
for
income taxes for the following reasons:
|
October
31, 2007
|
||
|
Income
tax expense at statutory rate
|
$ | 1,281 |
|
Common
stock issued for services
|
-0- | |
|
Valuation
allowance
|
(1,281) | |
|
Income
tax expense per books
|
$ | -0- |
Net
deferred tax assets consist of the following components as of:
|
October
31, 2007
|
||
|
NOL
Carryover
|
$ | 1,281 |
|
Valuation
allowance
|
(1,281) | |
|
Net
deferred tax asset
|
$ | -0- |
Due
to
the change in ownership provisions of the Tax Reform Act of 1986, net
operating
loss carry forwards for federal income tax reporting purposes are subject
to
annual limitations. Should a change in ownership occur net operating
loss carry
forwards may be limited as to use in future years.
Impairment
of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that
could
indicate carrying amounts of long-lived assets may not be recoverable.
When such
events or changes in circumstances are present, the Company assesses
the
recoverability of long-lived assets by determining whether the carrying
value of
such assets will be recovered through undiscounted expected future cash
flows.
JUMPKICKS,
INC.
(A
Development Stage Company)
Notes
to
Financial Statements
October
31, 2007
1.
Summary of
Significant
Accounting Policies
Impairment
of Long-Lived
Assets (Continued)
If
the
total of the future cash flows is less than the carrying amount of those
assets,
the Company recognizes an impairment loss based on the excess of the
carrying
amount over the fair value of the assets. Assets to be disposed of are
reported
at the lower of the carrying amount or the fair value less costs to
sell.
Accounting
Basis
The
basis
is accounting principles generally accepted in the United States of
America. The Company has adopted an October 31 fiscal year
end.
Inventory
The
Company accounts for inventory of raw materials and finished goods on
a cost
basis. The inventory is maintained on a first in- first out (FIFO)
basis.
Stock-based
compensation.
As
of
October 31, 2007, the Company has not issued any share-based payments
to its
employees.
The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation
awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.
Recent
Accounting
Pronouncements
In
September 2006, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about
fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier adoption is encouraged. The Company does
not expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.
In
June
2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition
and
measurement of a tax position taken or expected to be taken in a tax
return. FIN
JUMPKICKS,
INC.
(A
Development Stage Company)
Notes
to
Financial Statements
October
31, 2007
1.
Summary of
Significant
Accounting Policies
Recent
Accounting
Pronouncements
48
also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company does
not expect the adoption of FIN 48 to have a material impact on its financial
reporting, and the Company is currently evaluating the impact, if any,
the
adoption of FIN 48 will have on its disclosure requirements.
In
March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes
an
obligation to service a financial asset by entering into a servicing
contract in
any of the following situations: a transfer of the servicer’s financial assets
that meets the requirements for sale accounting; a transfer of the servicer’s
financial assets to a qualifying special-purpose entity in a guaranteed
mortgage
securitization in which the transferor retains all of the resulting securities
and classifies them as either available-for-sale securities or trading
securities; or an acquisition or assumption of an obligation to service
a
financial asset that does not relate to financial assets of the servicer
or its
consolidated affiliates. The statement also requires all separately recognized
servicing assets and servicing liabilities to be initially measured at
fair
value, if practicable, and permits an entity to choose either the amortization
or fair value method for subsequent measurement of each class of servicing
assets and liabilities. The statement further permits, at its initial
adoption,
a one-time reclassification of available for sale securities to trading
securities by entities with recognized servicing rights, without calling
into
question the treatment of other available for sale securities under Statement
115, provided that the available for sale securities are identified in
some
manner as offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure
at fair value and requires separate presentation of servicing assets
and
servicing liabilities subsequently measured at fair value in the statement
of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective
for
fiscal years beginning after September 15, 2006, with early adoption
permitted
as of the beginning of an entity’s fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company’s financial
condition or results of operations.
2.
COMMON
STOCK
During
2007, the Company received $10,000 from its founders for 10,000,000 shares
of
its common stock. The Company also received $17,200 in a private placement
of
its shares at $0.02 per share for 860,000 shares.
JUMPKICKS,
INC.
(A
Development Stage Company)
Notes
to
Financial Statements
October
31, 2007
3.
GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation
of the
Company as a going concern. However, the Company has accumulated
deficit of $3,767 as of October 31, 2007. The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended
period
of time.
Management
anticipates that the Company will be dependent, for the near future,
on
additional investment capital to fund operating expenses The Company
intends to
position itself so that it may be able to raise additional funds through
the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
$.
PROPERTY AND
EQUIPMENT
Property
and equipment are stated at cost. Depreciation is provided using the
straight-line methods over the useful life of the related assets of 5
years. The
major classes of assets as of the balance sheet date are as
follows:
|
Office
Equipment
|
$ | 431 |
|
Computer
Equipment
|
5,615 | |
|
Accumulated
Depreciation
|
(101) | |
|
Total
|
$ | 5,945 |
Depreciation
expense was $101 for the year ended October 31, 2007.
We
have
had no changes in or disagreements with our accountants.
We
have
filed a registration statement on form SB-2 under the Securities Act of 1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is filed as a
part
of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made
in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F. Street, N.E. Washington, D.C. 20549. Please
Call
the Commission at 1-800-SEC-0330 for further information on the operation of
the
public reference rooms. The Securities and Exchange Commission also maintains
a
Web Site at http://www.sec.gov that contains reports, proxy Statements and
information regarding registrants that files electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on
this
site.
If
we are
not required to provide an annual report to our security holders, we intend
to
still voluntarily do so when otherwise due, and will attach audited financial
statements with such report.
Until
________________, all dealers that effect transactions in these securities
whether or not participating in this offering may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part
II
Information
Not Required In the
Prospectus
Item
24. Indemnification of Directors
and Officers
Our
officers and directors are indemnified as provided by Delaware General
Corporation Law and our bylaws.
Under
the
governing Delaware General Corporation Law, director immunity from liability
to
a company or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's Certificate of Incorporation.
Our Certificate of Incorporation do not contain any limiting language regarding
director immunity from liability. Excepted from this immunity are:
| 1. |
a
willful failure to deal fairly with the company or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
| 2. |
a
violation of criminal law (unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful);
|
| 3. |
a
transaction from which the director derived an improper personal
profit;
and
|
| 4. |
willful
misconduct.
|
Our
bylaws provide that we will indemnify our directors and officers to the fullest
extent not prohibited by Delaware General Corporation Law; provided, however,
that we may modify the extent of such indemnification by individual contracts
with our directors and officers; and, provided, further, that we shall not
be
required to indemnify any director or officer in connection with any proceeding
(or part thereof) initiated by such person unless:
| 1. |
such
indemnification is expressly required to be made by
law;
|
| 2. |
the
proceeding was authorized by our Board of
Directors;
|
| 3. |
such
indemnification is provided by us, in our sole discretion, pursuant
to the
powers vested us under Delaware law;
or;
|
| 4. |
such
indemnification is required to be made pursuant to the
bylaws.
|
Our
bylaws provide that we will advance to any person who was or is a party or
is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by
reason of the fact that he is or was a director or officer, of the company,
or
is or was serving at the request of the company as a director or executive
officer
of
another company, partnership, joint venture, trust or other enterprise, prior
to
the final disposition of the proceeding, promptly following request therefore,
all expenses incurred by any
director
or officer in connection with such proceeding upon receipt of an undertaking
by
or on behalf of such person to repay said amounts if it should be determined
ultimately that such person is not entitled to be indemnified under our bylaws
or otherwise.
Our
bylaws provide that no advance shall be made by us to an officer of the company,
except by reason of the fact that such officer is or was a director of the
company in which event this paragraph shall not apply, in any action, suit
or
proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors
by
a majority vote of a quorum consisting of directors who were not parties to
the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a
quorum of disinterested directors so directs, by independent legal counsel
in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed to the best interests of the company.
Item
25. Other Expenses of Issuance
and Distribution
The
estimated costs of this offering are as follows:
| Securities and Exchange Commission registration fee | $ | 1 |
| Federal Taxes | $ | 0 |
| State Taxes and Fees | $ | 0 |
| Listing Fees | $ | 0 |
| Printing and Engraving Fees | $ | 1,000 |
| Transfer Agent Fees | $ | 1,000 |
| Accounting fees and expenses | $ | 15,000 |
| Legal fees and expenses | $ | 10,000 |
| Total | $ | 27,001 |
All
amounts are estimates.
We
are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
26. Recent Sales of Unregistered
Securities
We
issued
10,000,000 shares of common stock on August 3, 2007, to Mr. Richard Douglas,
our
president. These shares were issued pursuant to Regulation S of the Securities
Act of 1933 (the "Securities Act") at a price of $0.001 per share, for total
proceeds of $10,000. These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933 and are restricted shares as defined in the Securities
Act. We did not engage in any general solicitation or advertising. We issued
the
stock
certificates and affixed the appropriate legends to the restricted stock.
On
October 31, we completed an offering of shares of our common stock to a total
of
thirty-four (34) purchasers in an offering under Rule 504 of Regulation D of
the
Securities Act of 1933. The identity of all thirty-four purchasers is included
in the selling shareholder table set forth above. Upon closing, we issued
860,000 shares of our restricted common stock at the price of $0.02 per share
for total proceeds of $17,200. Each purchaser represented his intention to
acquire the securities for investment only and not with a view toward
distribution. We did not engage in any public solicitation or general
advertising. Each investor was given adequate access to sufficient information
about us to make an informed investment decision. None of the securities were
sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved. No registration rights were granted to any
of
the purchasers. We issued the stock certificates and affixed the appropriate
legends to the restricted stock.
Item
27. Exhibits
|
Exhibit
Number
|
Description
|
Item
28.
Undertakings
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the
securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act to any
purchaser,
(a)
If
the Company is relying on Rule 430B:
i.
Each
prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed
to be
part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
ii.
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating to
the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date; or
(b)
If
the Company is subject to Rule 430C:
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of securities: The
undersigned registrant undertakes that in a primary offering of securities
of
the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer and sell such securities to the
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating
to
the offering containing material information about the undersigned registrant
or
its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6)
Insofar as Indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the City of Henderson, Nevada
on January 23, 2008.
| Jumpkicks, Inc. | |
| By: | /s/ Richard Douglas |
|
Richard
Douglas
President, Secretary, and
Treasurer
|
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Richard Douglas as his true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him and
in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent
or any of them, or of their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has
been
signed by the following persons in the capacities and on the dates
stated.
| By: | /s/ Richard Douglas |
|
Richard
Douglas
Director
January 23, 2008
|