As filed with the Securities and Exchange Commission on October 20, 2006
File No. ______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-1 (Alternative 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EMAZING INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
Nevada 7389 20-4672080
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(State or jurisdiction of (Primary Industrial I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.
101 C North Greenville Avenue, Suite 255, Allen, Texas 75002 (888) 419-5499
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(Address, including the ZIP code & telephone number, including area code of
Registrant's principal executive office)
101 C North Greenville Avenue, Suite 255, Allen, Texas 75002 (888) 419-5499
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(Address of principal place of business or intended principal place of business)
G. Edward Hancock
101 C North Greenville Avenue, Suite 255, Allen, Texas 75002 (888) 419-5499
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(Name, address, including zip code, and telephone number, including area code of
agent for service)
Copies to: Jeff Mullins
Scheef & Stone, LLP
5956 Sherry Lane, Suite 1400
Dallas, Texas 75225
(214) 706-4200 Tel
(214) 706-4242 Fax
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
number of the earlier effective registration statement for the same offering.
|_|
-----------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
1
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|
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CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Amount Proposed Minimum/Maximum Amount of
Class of Securities To be Offering Price Proposed Aggregate Registration
to be Registered Registered Per Share (1) Offering (1) Fee
================================================================================
Common stock,
$0.001 par value
Minimum 150,000 $ 0.50 $ 75,000 $ 10
Maximum 1,000,000 $ 0.50 $ 500,000 $ 64
================================================================================
Total maximum 1,000,000 $ 0.50 $ 500,000 $ 64
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 the registration statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933. |X|
(1) Estimated solely for the purpose of calculating the registration fee.
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INITIAL PUBLIC OFFERING
PROSPECTUS
EMAZING INTERACTIVE, INC.
Minimum of 150,000 shares of common stock, and a
Maximum of 1,000,000 shares of common stock
$0.50 per share
We are making a best efforts offering to sell common stock in our
company. The common stock will be sold by our sole officer and director, G.
Edward Hancock after the effective date of this registration statement. The
offering price was determined arbitrarily and we will raise a minimum of $75,000
and a maximum of $500,000. The money we raise in this offering before the
minimum amount, $75,000, is sold will be deposited in a separate non-interest
bearing bank account where the funds will be held for the benefit of those
subscribing for our shares, until the minimum amount is raised at which time we
will deposit them in our bank account and retain the transfer agent who will
then issue the shares. The offering will end on April 15, 2006 and if the
minimum subscription is not raised by the end of the offering period, all funds
will be refunded promptly to those who subscribed for our shares, without
interest. There is no minimum purchase requirement for subscribers.
The Offering:
150,000 shares 1,000,000 shares
Minimum offering Maximum offering
---------------- ----------------
Per Share Amount Per Share Amount
--------- ------ --------- --------
Public Offering Price $0.50 $ 75,000 $0.50 $500,000
Offering expenses are estimated to be $16,769 if the minimum number of shares
are sold, which equates to $0.11 per share, and $33,769 if the maximum number of
shares are sold, which equates to $0.03 per share.
There is currently no market for our shares. We intend to work with a market
maker who would then apply to have our securities quoted on the over-the-counter
bulletin Board or on an exchange as soon as practicable after our offering is
complete which we expect will be before April 15, 2006.
----------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
This Prospectus is dated __________________________
3
PROSPECTUS SUMMARY
OUR COMPANY
We were formed as a corporation on April 21, 2006 in the State of Texas
and redomiciled to become a Nevada corporation in October 2006. Our executive
offices are located at 101 C North Greenville Avenue, Suite 255, Allen, Texas
75002. We are engaged in software development for the gaming industry and host
online computer games. The funds raised in this offering will be used to further
develop our business and expand into other markets.
THE OFFERING
Our sole officer and director will be selling the offering.
Minimum Midpoint Maximum
--------- --------- ---------
Common shares offered 150,000 500,000 1,000,000
Common shares outstanding before this offering 5,350,000 5,350,000 5,500,000
--------- --------- ---------
Total shares outstanding after this offering 5,500,000 5,850,000 6,500,000
Officers, directors and their affiliates will be able to purchase 5,000 shares
in this offering or up to ten percent of the aggregate offering sold.
SUMMARY FINANCIAL DATA
The following table sets forth certain of our summary financial
information. This information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this prospectus.
Audited
Balance Sheet: June 30, 2006
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Working Capital $ (63,823)
Total Assets $ 50,793
Total Liabilities $ 65,035
Stockholders' Equity $ (14,242)
Period
Audited
Statement of Operations: June 30, 2006
--------- -- ----------- -------------
Revenue $ 4,301
Operating Expense $ 60,393
Other income (expense) $ -
Net Income (loss) $ (56,092)
Income per share: Basic & diluted ($ 0.01)
No. Shares outstanding 5,350,000
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RISK FACTORS
An investment in our securities is subject to risks inherent to our
business. The material risks and uncertainties that our management believes
affect us are described below. Before making an investment decision, you should
carefully consider the risks and uncertainties described below together with all
of the other information included or incorporated by reference in this report.
The risks and uncertainties described below are not the only ones affecting us.
Additional risks and uncertainties that our management is not aware of or
focused or that they currently deem immaterial may also adversely affect our
business operations. This report is qualified in its entirety by these risk
factors. If any of the following risks actually occur, our business, financial
condition and results of operations could be materially and adversely affected.
If this were to happen, the value of securities, including our common stock,
could decline significantly, and you could lose all or part of your investment.
WE ARE A RECENTLY FORMED COMPANY, FORMED IN THE STATE OF TEXAS ON APRIL 11, 2006
AND REDOMICILED TO THE STATE OF NEVADA ON OCTOBER 2, 2006, WITH CUMULATIVE
LOSSES SINCE INCEPTION THAT COULD CAUSE US TO RUN OUT OF MONEY AND CLOSE OUR
BUSINESS.
We have an accumulated deficit from operations. There is not sufficient gross
revenue and profit to finance our planned growth and, without additional
financing as outlined in this prospectus, we could continue to experience losses
in the future. Our accumulated deficit from operations through June 30, 2006 was
$56,092. We may incur significant expenses in promoting our business, and as a
result, will need to generate significant revenues over and above our current
revenue to achieve consistent profitability. If we are unable to achieve that
profitability, your investment in our common stock may decline or become
worthless.
WE RELY ON OUR SOLE OFFICER FOR DECISIONS AND HE MAY MAKE DECISIONS THAT ARE NOT
IN THE BEST INTEREST OF ALL STOCKHOLDERS.
We rely on our sole officer to direct the affairs of the company and rely upon
him competently operate the business. We do not have key man insurance on our
sole officer and director and have no employment agreements with him. Should
something happen to our sole officer, this reliance on a single person could
have a material detrimental impact on our business and could cause the business
to lose its place in the market, or even fail. Such events could cause the value
of our stock to decline or become worthless.
INTENSE COMPETITION EXISTS IN THE COMPUTER GAMING INDUSTRY AND WE EXPECT
COMPETITION TO CONTINUE TO INTENSIFY.
The computer gaming industry is highly competitive. We compete with numerous
online computer gaming sites of varying quality and size. The computer gaming
industry is characterized by competitors that vary considerably by their size,
quality of service, brand identities, marketing and growth strategies, financial
strength and capabilities and management talent. This competition and the
expansion of online computer gaming and the aggressive marketing strategies of
many of our competitors coupled with the financial strength of the larger
competitors, could cause our market presence to decline and therefore could
cause the value of your investment to decline or become worthless.
WE ARE SUBJECT TO CYBER ATTACKS ON OUR SITE THAT, IF SUCCESSFUL, COULD RENDER
OUR SITE USELESS.
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We are subject to possible cyber attacks from competitors or hackers in general
who have many ways of breaking into our sites or `spamming' our site. Either one
of these, if we do not or cannot deal with it quickly, could cause us to lose
market presence and therefore lose customers, which could cause the value of our
securities to decline. Should this happen, the value of your investment could
decline or become worthless.
WE RELY ON ONLINE GAMERS FOR OUR REVENUE, WHO, IF GAMING CONDITIONS BECOME
UNATTRACTIVE, MAY LEAVE AND GO TO ANOTHER SITE.
Gamers are notoriously impatient, driven by being the fastest and first on the
particular game they are playing. If our gaming customers sense sluggish play,
buggy servers, or poor quality service, they may become bored or frustrated
which could make them dissatisfied with the service and become a permanently
lost subscriber. Our job as a Company is to keep our servers online, with as few
bugs as possible, the fastest in the industry, with prompt attention if
something does go wrong. If we fail to attend to these issues, we could
permanently lose subscribers, which could cause our business to fail, which
would cause your investment to become worthless.
OUR SOLE OFFICER WILL RETAIN SUBSTANTIAL CONTROL OVER OUR BUSINESS AFTER THE
OFFERING AND MAY MAKE DECISIONS THAT ARE NOT IN THE BEST INTEREST OF ALL
STOCKHOLDERS.
Upon completion of this offering, our sole officer will, in the aggregate,
beneficially own approximately 90.91% (or 78.74% if maximum is sold) of the
outstanding common stock. As a result, our sole officer will have the ability to
control substantially all the matters submitted to our stockholders for
approval, including the election and removal of directors and any merger,
consolidation or sale of all or substantially all of our assets. He will also
control our management and affairs. Accordingly, this concentration of ownership
may have the effect of delaying, deferring or preventing a change in control of
us, impeding a merger, consolidation, takeover or other business combination
involving us or discouraging a potential acquirer from making a tender offer or
otherwise attempting to take control of us, even if the transaction would be
beneficial to other stockholders. This in turn could cause the value of our
stock to decline or become worthless.
WE MAY HAVE TO RAISE ADDITIONAL CAPITAL WHICH MAY NOT BE AVAILABLE OR MAY BE TOO
COSTLY, WHICH, IF WE CANNOT OBTAIN, COULD CAUSE US TO HAVE TO CEASE OUR
OPERATIONS.
Our capital requirements could be more than our operating income. As of June 30,
2006, our cash balance was $1,212. We do not have sufficient cash to
indefinitely sustain operating losses, but believe we can continue for twelve
months without any additional funding, but upon raising the minimum amount in
this offering, believe that will take us to the point that we will be able to
sustain operations for at least a year if we raise no other capital. Our
potential profitability depends on our ability to generate and sustain
substantially higher net sales with reasonable expense levels. We may not
operate on a profitable basis or that cash flow from operations will be
sufficient to pay our operating costs. We anticipate that the funds raised in
this offering will be sufficient to fund our planned growth for the year after
we close on the offering assuming we raise the minimum amount in this offering.
Thereafter, if we do not achieve profitability, we will need to raise additional
capital to finance our operations. We have no current or proposed financing
plans or arrangements other than this offering. We could seek additional
financing through debt or equity offerings. Additional financing may not be
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available to us, or, if available, may be on terms unacceptable or unfavorable
to us. If we need and cannot raise additional funds, further development of our
business, upgrades in our technology, additions to our product lines may be
delayed or postponed indefinitely; if this happens, the value of your investment
could decline or become worthless.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH CURRENT OR FUTURE COMPETITORS
BECAUSE OF THEIR WELL ESTABLISHED SUPPLY CHAINS AND RECOGNIZED NAMES, WHICH IF
WE CANNOT OVERCOME, COULD CAUSE THE VALUE OF YOUR STOCK TO DECLINE OR BECOME
WORTHLESS.
Many competitors have advantages over us including longer operating histories
and significantly greater financial, advertising, and other resources. Our
competitors are local, regional, national and international companies, many of
them surviving financially on a shoe string and many of them well funded
companies than can easily outmatch our funds. The well funded companies that
develop good marketing plans may prove too much for us to overcome. As such
competing with established businesses providing the same service may prove
unprofitable and your investment could decline in value and become worthless. As
a smaller, younger company, breaking into new markets could prove to be costly,
and because of this, our profit margin could fall and the value of your
investment could decline. Future competitors would increase the number of
companies competing for market share. This increased competition could result in
price pressure and reduced gross margins, which could harm our net sales and
operating results, which in turn could cause your investment to decline and/or
become worthless.
NO PUBLIC MARKET FOR OUR COMMON STOCK CURRENTLY EXISTS AND AN ACTIVE TRADING
MARKET MAY NEVER MATERIALIZE, AND AN INVESTOR MAY NOT BE ABLE TO SELL THEIR
STOCK.
Prior to this offering, there has been no public market for our common stock. We
plan work with a market make who would then apply to have our securities quoted
on the OTC Bulletin Board. In order to be quoted on the OTCBB, we must be
sponsored by a participating market maker who would make the application on our
behalf; at this time, we are not aware of a market maker who intends to sponsor
our securities and make a market in our stock. Assuming we become quoted, an
active trading market still may not develop and if an active market does not
develop, the market value could decline to a value below the offering price in
this prospectus. Additionally, if the market is not active or illiquid,
investors may not be able to sell their securities.
IF A PUBLIC TRADING MARKET FOR OUR COMMON STOCK MATERIALIZES, WE WILL BE
CLASSIFIED AS A `PENNY STOCK' WHICH HAS ADDITIONAL REQUIREMENTS IN TRADING THE
STOCK, WHICH COULD CAUSE YOU NOT TO BE ABLE TO SELL YOUR STOCK.
The U.S. Securities and Exchange Commission treats stocks of certain companies
as a `penny stock'. We are not aware of a market maker who intends to make a
market in our stock, but should we be cleared to trade, we would be classified
as a `penny stock' which makes it harder to trade even if it is traded on an
electronic exchange like the over-the-counter bulletin board. These requirements
include (i) broker-dealers who sell to customers must have the buyer fill out a
questionnaire, and (ii) broker-dealers may decide upon the information given by
a prospective buyer whether or not the broker-dealer determines the stock is
suitable for their financial position. These rules may adversely affect the
ability of both the selling broker-dealer and the buying broker-dealer to trade
your securities as well as the purchasers of your securities to sell them in the
secondary market. These requirements may cause potential buyers to be eliminated
7
and the market for the common stock you purchase in this offering could have no
effective market to sell into, thereby causing your investment to be worthless.
SHAREHOLDERS PURCHASING SHARES IN THIS OFFERING WILL EXPERIENCE IMMEDIATE AND
SUBSTANTIAL DILUTION, CAUSING THEIR INVESTMENT TO IMMEDIaTELY BE WORTH LESS THAT
THEIR PURCHASE PRICE.
If you purchase common stock in this offering, you will experience an immediate
and substantial dilution in the projected book value of the common stock from
the price you pay in this initial offering. This means that if you buy stock in
this offering at $0.50 per share, you will pay substantially more than our
current shareholders. The following represents your dilution: (a) if the minimum
of 150,000 shares are sold, an immediate decrease in book value to our new
shareholders from $0.50 to $0.01 per share and an immediate dilution to the new
shareholders of $0.49 per common share; (b) if the midpoint of 500,000 shares
are sold, an immediate decrease in book value to our new shareholders from $0.50
to $0.04 per share and an immediate dilution to the new shareholders of $0.46
per common share. and (c) if the maximum of 1,000,000 shares are sold, an
immediate decrease in book value to our new shareholders from $0.50 to $0.07 per
share and an immediate dilution to the new shareholders of $0.43 per common
share.
INVESTORS ARE NOT ABLE TO CANCEL THEIR SUBSCRIPTION AGREEMENTS THEY SIGN,
THEREFORE LOSING ANY CHANCE TO CHANGE THEIR MINDS.
Once the Company receives an investors subscription, they will not be able to
cancel their subscription. The investor will therefore lose any right or
opportunity to change their mind after receipt by the Company.
WE RELY HEAVILY ON MARKETING AND PROMOTION ACTIVITIES TO GENERATE SALES OF OUR
SERVERS AND GENERATE GAME PLAYERS ON OUR SERVERS, WHICH IS A SIGNIFICANT
UP-FRONT EXPENSE.
The timing and placing of such activities is crucial to revenue growth. This
cost could outpace revenue causing cash to decline and therefore putting your
investment at risk.
OUR OFFERING PRICE OF $0.50 WAS DETERMINED ARBITRARILY BY OUR PRESIDENT. YOUR
INVESTMENT MAY NOT BE WORTH AS MUCH AS THE OFFERING PRICE BECAUSE OF THE METHOD
OF ITS DETERMINATION.
The President arbitrarily determined the price for the offering of $0.50 per
share. As the offering price is not based on a specific calculation or metric
the price has inherent risks and therefore your investment could be worth less
than the offering price.
FORWARD LOOKING STATEMENTS
This prospectus contains forward looking statements. These forward
looking statements are not historical facts but rather are based our current
expectations, estimates and projections about our industry, our beliefs and our
assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks" and "estimates", and variations of these words and similar
expressions, are intended to identify forward looking statements. These
statements are not guarantees of future performance and are subject to risks,
8
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed, implied or forecasted in the forward looking statements. In
addition, the forward looking events discussed in this prospectus might not
occur. These risks and uncertainties include, among others, those described in
"Risk Factors" and elsewhere in this prospectus. Readers are cautioned not to
place undue reliance on these forward looking statements, which reflect our
management's view only as of the date of this prospectus.
DILUTION
If you purchase common stock in this offering, you will experience an
immediate and substantial dilution in the projected book value of the common
stock from the price you pay in this initial offering.
The book value of our common stock as of June 30, 2006 was negative
$14,242 or ($0.01) per share. Projected book value per share is equal to our
total assets, less total liabilities, divided by the number of shares of common
stock outstanding.
After giving effect to the sale of common stock offered by us in this
offering, and the receipt and application of the estimated net proceeds (at an
initial public offering price of $0.50 per share, after deducting estimated
offering expenses), our projected book value as of June 30, 2006 would be:
$43,989 or $0.01 per share, if the minimum is sold, $211,489 or $0.04 per share,
if the midpoint amount is sold, and $451,989 or $0.07 per share, if the maximum
is sold.
This means that if you buy stock in this offering at $0.50 per share,
you will pay substantially more than our current shareholders. The following
represents your dilution:
if the minimum of 150,000 shares are sold, an immediate decrease in book value
to our new shareholders from $0.50 to $0.01 per share and an immediate dilution
to the new shareholders of $0.49 per common share.
if the midpoint amount of 500,000 shares are sold, an immediate decrease in book
value to our new shareholders from $0.50 to $0.04 per share and an immediate
dilution to the new shareholders of $0.46 per common share.
if the maximum of 1,000,000 shares are sold, an immediate decrease in book value
to our new shareholders from $0.50 to $0.07 per share and an immediate dilution
to the new shareholders of $0.43 per common share.
The following table illustrates this per share dilution:
--------------------------------------------------------
Minimum Midpoint Maximum
Assumed initial public offering price $ 0.50 $ 0.50 $ 0.50
Book value as of June 30, 2006 $(0.01) $(0.01) $(0.01)
Projected book value after this offering $ 0.01 $ 0.04 $ 0.07
Increase attributable to new stockholders: $ 0.02 $ 0.05 $ 0.08
Projected book value
as of June 30, 2006 after this offering $ 0.01 $ 0.04 $ 0.07
Decrease to new stockholders $(0.49) $(0.46) $(0.43)
Percentage dilution to new stockholders 98 % 92% 86 %
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The following table summarizes and shows on a projected basis as of
June 30, 2006, the differences between the number of shares of common stock
purchased, the total consideration paid and the total average price per share
paid by the existing stockholders and the new investors purchasing shares of
common stock in this offering:
MINIMUM OFFERING
------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
Current shareholders 5,350,000 97.27 $ 41,850 $ 0.01
New investors 150,000 2.73 $ 75,000 $ 0.50
--------------------------------------------------
Total 5,500,000 100.00 $116,850
MIDPOINT OFFERING
-------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
Current shareholders 5,350,000 91.45 $ 41,850 $ 0.01
New investors 500,000 8.55 $250,000 $ 0.50
--------------------------------------------------
Total 5,850,000 100.00 $291,850
MAXIMUM OFFERING
------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
5,350,000 84.25 $ 41,850 $ 0.01
New investors 1,000,000 15.75 $ 500,000 $ 0.50
--------------------------------------------------
Total 6,350,000 100.00 $ 541,850
PLAN OF DISTRIBUTION
The common stock is being sold on our behalf by our sole officer and
director, who will receive no commission on such sales. All sales will be made
by personal contact by our sole officer and director, G. Edward Hancock. We will
not be mailing our prospectus to anyone or soliciting anyone who is not
personally known by Mr. Hancock, or introduced to Mr. Hancock and personally
contacted by him or referred to him. We have no agreements, understandings or
commitments, whether written or oral, to offer or sell the securities to any
individual or entity, or with any person, including our attorney, or group for
referrals and if there are any referrals, we will not pay finders fees.
Mr. Hancock will be selling the common stock in this offering relying
on the safe harbor from broker registration under the Rule 3a4-1(a) of the
Securities Exchange Act of 1934. Mr. Hancock qualifies under this safe harbor
because Mr. Hancock (a) is not subject to a statutory disqualification, (b) will
10
not be compensated in connection with his participation by the payment or other
remuneration based either directly or indirectly on transactions in the
securities, (c) is not an associated person of a broker dealer, and has not been
an associated person of a broker dealer within the preceding twelve months, and
(d) primarily performs, and will perform, after this offering, substantial
duties for the issuer other than in connection with the proposed sale of
securities in this offering, and he is not a broker dealer, or an associated
person of a broker dealer, within the preceding 12 months, and he has not
participated in selling securities for any issuer in the past 12 months and
shall not sell for another issuer in the twelve months following the last sale
in this offering.
Additionally, he will be contacting relatives, friends and business
associates to invest in this offering and provide them with a printed copy of
the prospectus and subscription agreement. No printed advertising materials will
be used for solicitation, no internet solicitation and no cold calling people to
solicit interest for investment. Affiliates may purchase shares in this offering
but are limited to a maximum of 5,000 shares each or a cumulative total of 10%
of the aggregate offering sold. These sales will not count toward meeting the
minimum offering. All affiliates purchasing the stock will sign a document
stating that the shares they purchase will be for investment and not for resale.
The money we raise in this offering before the minimum amount is sold
will be deposited in a separate non-interest bearing bank account where the
funds will be held for the benefit of those subscribing for our shares, until
the minimum amount is raised at which time we will deposit the funds in our bank
account and retain the transfer agent who will then issue the shares. We do not
have an escrow agreement or any other agreement regarding the custody of the
funds we raise. The offering will end on April 15, 2007 and if the minimum
subscription is not raised by the end of the offering period, all funds will be
refunded promptly to those who subscribed for our shares, without interest. The
offering will close on April 15, 2007, if not terminated sooner.
The subscription agreement will provide investors the opportunity to
purchase shares at $0.50 per share by purchasing directly from the Company. The
agreement also provides that investors are not entitled to cancel, terminate or
revoke the agreement. In addition, if the minimum subscription is not raised by
April 15, 2007, the subscription agreement will be terminated and any funds
received will be promptly returned to the investors.
Certificates for shares of common stock sold in this offering will be
delivered to the purchasers by Signature Stock Transfer, Inc., the stock
transfer company chosen by the company as soon as the minimum subscription
amount is raised. The transfer agent will only be engaged in the event that we
obtain at least the minimum subscription amount in this offering.
USE OF PROCEEDS
The total cost of the minimum offering is estimated to be $16,769, or
$33,769 if the maximum is sold consisting primarily of legal, accounting and
blue sky fees.
The following table sets forth how we anticipate using the proceeds
from selling common stock in this offering, reflecting the minimum and maximum
subscription amounts:
$75,000 $250,000 $500,000
Minimum Mid-Level Maximum
------- --------- -------
Legal, Accounting & Printing Expenses 3,500 10,000 20,500
Other Offering Expenses 13,269 13,269 13,269
Net Proceeds to Company 58,231 226,731 466,231
------------------------------
TOTAL $ 75,000 $250,000 $500,000
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The following describes each of the expense categories:
* legal, accounting and printing expense is the estimated costs associated
with this offering. As more shares are sold, we anticipate legal fees to
increase due to the liklihood of investors being from other states which could
result in state blue sky securities filings. Although our legal fees are not
contingent on the number of shares sold, it is likely that the legal fees will
increase as our attorney will charge us for these filings. Also, as more shares
are sold, our printing expenses will increase.
* other offering expenses includes SEC registration fee, blue sky fees and
miscellaneous expenses with regards to this offering.
The following table sets forth how we anticipate using the net proceeds to the
company:
$75,000 $250,000 $500,000
Minimum Mid-level Maximum
-------- -------- --------
Marketing/Advertising $ 6,000 $ 9,500 $ 18,000
Software development 15,785 92,133 171,130
Server Lease Agreements 20,767 85,267 208,767
Salaries, wages 10,000 25,000 45,000
General corporate overhead 5,679 14,831 23,334
-------- -------- --------
Proceeds to company $ 55,231 $226,731 $466,231
We do not plan to use any of the proceeds to pay off debts owed by the Company.
Additionally, all amounts allocated for salaries/commissions will be for new
hires and not for officers or directors of the company.
DESCRIPTION OF BUSINESS
Emazing Intereactive, Inc. is a Nevada corporation which was
incorporated in 2006. In this report, we refer to Emazing Interactive, Inc. as
"we," "us" or "Emazing" unless we specifically state otherwise or the context
indicates otherwise. We are a gaming organization that is working with prominent
marketing services connected to the gaming scene. We specialize in providing
marketing awareness of products and services of our customers to millions of
on-line gaming players and enthusiasts.
Professional gaming, otherwise known as eSports, is quickly growing in
popularity, both as a participatory sport and as a spectator sport. The
Cyberathlete Professional League (CPL) quotes that with their yearly gaming
events, viewer ship in the hundreds of thousands. It is expected that this
number will grow for this year's `CPL World Tour' which will stop in at least 11
cities around the world, and offer $1,000,000 in prize money to the tour winner.
According to the CPL, "several large media companies" have contacted the league
with interest in covering the games, and representatives from over sixty
countries are willing to host one of the tour stops.
This is a prime opportunity for our customers to obtain major media exposure for
the market ages 18-35. All of the participants and most of the spectators are
extreme, dedicated gamers, and demand the best in computer equipment to heighten
their gaming experience. This group is also one of the higher consumers of
computer parts, fast foods, soda products, movie tickets, music, and other
similar products (quoted by President of the CPL, Angel Munoz) . Whether or not
a company is directly connected to computers, generally their primary target
audience is.
12
While professional gaming grows in popularity, the gaming industry has already
been featured in several mainstream media outlets like ESPN, MSNBC, and The New
York Times, just to name a few. For our customers, we post a banner/logo or
commercial to our movie downloads and game replays that fans around the world
download and watch (usually about 80,000 downloads per movie). For our Team
Sponsor, we will feature their company name right inside the game, over 50,000+
gamers spectated the Summer 2004 CPL finals via HLTV(Half Life T.V.). EMG GAMING
is available to our customers for live guest appearances or in television
commercials.
Sponsoring EMG GAMING will bring a product and/or brand name into the spotlight
of gamers worldwide. Our customer's brand will be synonymous with the youthful
intelligent image that pro-gaming has.
Our customers have prime advertising space on our website, IRC channel every
hour 24/7 and clothes, which we will wear at competitive events all year round.
We will automatically endorse a product and/or brand in any possible television,
magazine or online promotion we are involved with, and any interviews we
participate in.
In addition to the foregoing, aside from the public reviews, if requested we can
also produce some private reports giving constructive criticism and feedback
about a product, helping our customer's further develop their
hardware/application to suit the growing needs of a pro-gamer.
We will endeavour to make ourselves available for media events on our customer's
behalf, such as demonstrating their products, and will also grant them the
access to contracted players from the organization for promotional
advertisements in television commercials and other possibilities, represented by
photos, quotes, video and audio recordings.
We have three standard packages designed for our prospective partners. Our
"Gold" package is aimed to give maximum publicity to our prospective partners,
forcing their product into the world of pro-Gaming and showing everybody that
their company really cares about the gamers. The "Silver" package is aimed at
companies with a lower budget that are looking to get their product noticed. The
"Bronze" package is for companies with limited budgets but still want
involvement in the eSports industry.
The remainder of this page intentionally left blank
13
Following is a chart outlining the benefits of our partnerships/sponsors at the
Gold, Silver and Bronze levels.
--------------------------------------------- ---------------------------------- --------------------------------
GOLD PARTNER FEATURES SILVER PARTNER FEATURES BRONZE PARTNER FEATURES
--------------------------------------------- ---------------------------------- --------------------------------
1 High priority branding on our website, 1 Branding on IRC and our 1 Branding on IRC for a
clothing, computer cases, and IRC channel. website. limited time
2 High priority advertising on television, 2 Limited advertising on 2 Listed as a supporter for a
radio, E-Sports websites, and magazine television, radio, E-Sports limited time
interviews. websites, and magazine
interviews. 3 Special features
negotiable
3 Main Sponsor image, banner and
description of your company on our website. 3 Listed as an official
supporter on our website with a
4 Special features on your products, e.g. rotational banner and a small
news, and reviews. logo.
5 Product/brand endorsement on our 4 Special features on your
website and at events. products, e.g. news, and reviews.
6 Availability for press attendances and 5 Product endorsement on our
media events. website and limited endorsement
Product testing and feedback. at events.
Price: One time payment of
Price: $5000.00 per month Price: $2500.00 per month $1500.00+
--------------------------------------------- ---------------------------------- --------------------------------
BUSINESS OPERATIONS:
GOVERNMENT REGULATION:
At the present time there are no federal government regulations on computer
games over the internet or on dedicated servers.
OUR QUALIFICATIONS
Our qualifications are our reputation and experience in the industry. G. Edward
Hancock, President, and our contract workers and volunteers have over 50 years
of experience in the egaming industry between them.
INDUSTRY & COMPETITION:
Market Analysis Summary:
Gamers are just as fanatical about pro-gaming teams as football fans are with
their NFL teams. They watch their matches, attend events, emulate what they
wear, buy the hardware they use, and follow the new trends players bring about.
Counter-Strike 1.6 is the world renown FPS (First Person Shooter) game and is
the #1 online action game in the world. Counter-Strike 1.6 offers the most
competition and biggest prize pots in the gaming industry. With all the new
advancements within the esports community it also brings about new games, such
as Counter-Strike Source. Source is the newest addition to the Counter-Strike
family bringing amazing graphics, new maps, and different techniques than
Counter-Strike 1.6. The graphics on this engine are amazing and offer high
quality details to this game as well. Bringing in this game offers computer
14
companies and hardware companies more sales due to gamers needing a better
computer to run the video game.
(Source:http://www.csnation.net/articles.php/cssguide_200/)
ABOUT GAMING
Online gaming has emerged as one of the biggest growing industries in the new
millennium. The Far East has played a significant role in paving the way for
recognition for online gamers. Multiplayer online games have generated over 1
billion in revenue for the first time, in 2004. A large proportion of this
figure has come from player subscription games such as Everquest and Star Wars
Galaxies, but a significant amount has also come from the first person shooter
game sales. This figure does not include the emergence of sponsored players and
teams as has been seen in Asia over the last 18 months with many players earning
above $100,000 in sponsorship deals. These players have become cult figures in
their respective countries and "national heroes". The way it stands now, is that
this status will start migrating to the already maturing gaming markets such as
the US, where global events here now command higher earnings for the winners.
Typical earnings of a team range between 20k and 40k for the larger events,
though this is small compared to the events of Asia.
These events have caused an influx from many large companies wanting to gain
access to this emerging market. Names such as Nike, Pepsi, Red Bull, and Oakley
have begun their sponsorship programs globally with an emphasis on the US
Market. Gaming leagues and competitions such as WSVG, CPL, ESWC, WCG and WEG
have become very popular in the US and the world, culminating in the Asian model
for sponsored clans and players increasingly hugely as a result. News of these
events is starting to hit mainstream television and press with news of the
winning tournaments being broadcasted on channels such as:
1. BBC News Online
2. CNN 3. ABC
4. Fox News
5. MTV
6. Fuse Network 7. CBC Television in Canada
8. Many major online news services such as Yahoo, MSN, Reuters
As more mainstream media becomes involved in promoting gaming events, this
allows more companies outside the gaming community to get involved as named
above.
Besides these news sites and television, there are various ways to follow
events. These methods include online radio, such as TSN (www.tsncentral.com),
streaming video and in-game viewing tools such as HalfLife-TV. These programs
allow the viewer to watch the actual in game action from the point of view of
any player they like or if preferred a map overview. Over 30,000 people watched
the last CPL (www.thecpl.com) finals on HalfLife-TV alone. (Source:
http://www20.tomshardware.com/game/200408071/cyberathlete-14.html)
GAMING STATISTICS
-----------------
1 A $35 Million global market only three years ago, pay-per-play gaming
reached $137 Million in 2003 and is forecast to grow at an impressive
compound annual growth rate (CAGR) of 40 per cent to 2007 to become
the
15
second largest online gaming sub-sector behind Multi-player Online
Games. (Source:
http://www.screendigest.com/ezine/0404/#games)
2 Screen Digest forecasts that the total online PC games market will
toped $1.1 Billion in the West in 2004 and was projected to reach $2.2
Billion by 2007.
(Source:http://www.screendigest.com/ezine/0404/#games)
3 Nick Gibson, a games industry analyst and the author of the report
states: "The casual online gaming market has matured rapidly since the
end of the dotcom boom era and a number of new, high margin revenue
models have emerged that have, following a three year hiatus, returned
rapid growth to this sector. Amazingly, every single one of the major
casual games service providers reported that this growth was being
predominantly fuelled by middle-aged and female gamers, the antithesis
of the MMOG and hard-core gaming markets."
(Source:http://www.screendigest.com/ezine/0404/#games)
4 The barriers that keep the average gamer from having a say in the
future of his or her hobby are falling away and the doors are opening
for new talent. Having just passed the 11 billion dollar mark, the
gaming industry has started to assume a position as a true defining
force in culture and a shaper of our digital future. (Source:
http://www4.tomshardware.com/business/20040401/gdc-11.html#conclusion)
5 Clearly, the most powerful force driving the games market is consumer
demand. According to a new study from the Entertainment Software
Association (ESA), "Essential Facts about the Computer and Video Game
Industry," more than half (54 percent) of all US households have
purchased or plan to purchase one or more games this year.
(Source:http://cgw.pennnet.com/Articles/Article_Display.cfm?Section=
Articles&Subsection=Display&Article_ID=209404)
6 By 2010, 450 million homes worldwide will have broadband connectivity
at speeds greater than 1Gbit/second. In addition, of the more than 2
billion mobile phones in use, at least half will be connected to 3G
networks, which will feature data transfer speeds in excess
100Kbit/second and make the downloading of games and assets practical.
(Source:http://cgw.pennnet.com/Articles/Article_Display.cfm?Section=
Articles&Subsection=Display&Article_ID=209404)
7 The report concludes that the electronic gaming market will expand at
a compound annual growth rate of 20 percent and will top $55 billion
in annual revenue by the end of the decade.
(Source:http://cgw.pennnet.com/Articles/Article_Display.cfm?Section=
Articles&Subsection=Display&Article_ID=209404)
Themis Group (a community and communications services company catering to games,
technology, and entertainment enthusiasts) CEO and co-founder Alex Macris says
"It's clear that the online gaming portion of the industry continues to
experience surging growth, especially in the area of subscription-based games."
The age demographic of videogame and computer game users converges to a median
point of 29 years. Younger players raised on a steady diet of fantasy action
shooters were raving about the whole squad concept of working with teammates
online toward a shared goal while living with the reality that one bullet kills
and getting maimed slows a soldier down. The same trend is emphasized by the
success of Half-Life and its squad-based add-ons, Team Fortress Classic and
Counter-Strike.
16
MAJOR WORLD EVENTS
Events are rapidly increasing to be the most popular part of the gaming
industry. To give a sense of how big these events can become, Norway held a LAN
event during the aster holiday and racked up 5,200 attendees, which is one of
the largest events in the word.
(Source: http://www.tomshardware.com/game/20050402/index.html)
WSVG - World Series of Video Games
http://www.thewsvg.com/
The World Series of Video Games is the Grand Championships on LAN tournaments.
This Tournament uses the CPL as qualifiers to attend. WSVG is truly the most
competitive and offers the biggest prize purse of all the tournaments.
Summary:
o Head Sponsor: Xbox 360
o Total Prize Purse: Over $100,000
CPL - Cyberathlete Professional League
--------------------------------------
http://www.thecpl.com
---------------------
Over 7,300 gamers from 60 countries attended the summer event. The top ten
countries are: United States, Canada, Sweden, United Kingdom, Germany, Norway,
Netherlands, China, Venezuela, and Mexico.
(Source: http://www.thecpl.com/league/?s=news&p=newsarchive_20050601)
Summary:
o Head sponsor: Intel
o Amount of participants: 7,000 from over 60 countries will be attending
CPL
o Total prize money in America: $200,000
o Total prize money in Europe: $40,000
WCG - World Cyber Games
-----------------------
www.worldcybergames.org
-----------------------
The World Cyber Games is said to be the Olympic games of E-sports. It first
began its impressive tournaments in the year 2003 in Korea. This year's 2006
tournament took place in Monza, Italy. All WCG participants must qualify in
their nation for each of the nine gaming platforms. More than 700 players from
over 70 countries will participate in the WCG finals.
Summary:
o Head sponsor: Samsung Electronics
o Amount of participants: 700 from over 70 countries / Over 200,000 in
the national qualifiers.
o Total prize money: $400,000
17
NewEgg LanFest
--------------
www.newegg.com/Lanfest2k5
-------------------------
The NewEgg LanFest is a brand new addition to the LAN tournaments that
we attend. This NewEgg LAN is a must for our organization to attend as this will
become one of the premier LAN Tournaments around. We look forward to this event
and hope to attend this event as well.
Summary:
o Head sponsor: Newegg.com
o Amount of participants: Whats the top amt.
o Total prize money: $70,000
ESWC - E-sports World Cup
-------------------------
http://www.esworldcup.com
-------------------------
The ESWC consists of 43 qualifying teams from 37 different countries that
participate each year in France. Year 2006 hosted more then 250,000 players from
50 countries in the qualifying games, which made it one of the largest events
within E-sports.
Summary:
o Head sponsor: NVIDIA Corporation
o The amount of participants: 350 players from 44 countries / 250 000 in
the national qualifiers.
o Total prize money: $100,000
The primary difficulty for teams like ourselves is finding the financial backing
to afford travelling to all of the event venues as the majority of the events
are in Europe and America.
OUR BUSINESS STRATEGY
We are EMG (EMAZING GAMING), a gaming organization that is working with
prominent marketing services connected to the gaming scene. Currently, the
entire team consists of contract workers including management, sales, technical
development, press and our primary team / players department. We comprise of
people who have specific gaming experience - a pre-requisite for employment with
our company is experience in the gaming world. Combined, our organization holds
well over 50 years of experience in management alone.
Our Staff:
Management: Coordinates and leads the entire organization to achieve
optimal results and goals. They also manage budget to satisfy needs for
traveling and accommodations to PR events and tournaments.
Sales department: Handles contacts to other companies and controls all
marketing possibilities. They make proper detailed statistics and
documentation on the amount of exposures that the partner in question
receives. Also includes the research of the impact of the investments.
18
Technical development: Works with the organizations' technical
structure, which includes the website, design material, marketing
channels, and technical equipment. Also provides technical solutions
and services with the integration of the partners' products and the
popularity/demand of the latest hardware.
Team/Players: The current team of players are: unrivaled in the
e-sports market, they are the backbone to the organization. The team
practices and competes hard in order to keep the throne of the EMG
ORGANIZATION as a world leading organization. The team is the primary
marketing channel for sponsors and the organization. The team wears
branded clothing and as they perform and succeed spectators and other
participants are drawn to play the same games.
Press department: Works to provide the public with the latest updates
regarding the team and e-sports through our website and other means of
communication. Also provides detailed coverage of the teams' progress
in tournaments and leagues.
EMG GAMING has three major financial objectives to reach its goal as the best
and highest-ranking Professional Counter-Strike team in the world:
1. Maintain Equipment on the Cutting Edge - It goes without saying that
when competing in the technologically advanced arena of professional
gaming, you want to remain on the leading edge of the technology
curve. Faster machines, graphics cards, and other equipment can mean
the difference between winning and losing at this level.
2. Ability to Travel to Tournaments - There is no use in being
professional if one can't afford to travel to the various events and
tournaments here at home and abroad. Travel and accommodations
represent the majority of our costs.
3. Ability to Train - Professional gamers train for up to 12 hours per
day, every day to stay at the top of their game. This does not allow
much time for work, and often professional gamers are forced to drop
out because they need financial stability to survive. A monthly living
allowance would not only allow us to focus on training, but it would
also bring greater stability to the team members.
Industry and Competitors
The Industry:
The eSports industry is highly competitive. ESports is technologically based and
through the medium of the internet is readily accessible to most anyone with a
computer and a credit card. Barriers to entry are high due to server costs
(owned and/or leased), travel expenses, and general living expenses. The more
successful and enthusiastic eSport competitors are reliant on sponsors and
partners to generate funds to undergird living, travel and equipment maintenance
costs. Although highly competitive, it is also highly fragmented. Esports is
worldwide in scope and difficult to assess from a competitive standpoint as
games are often hot and therefore streaky in play before another company puts
out a more desirable game program. Even so, server capacity, speed and graphics
generally determine the amount of play a game will generate.
Price:
The Competitors:
Marketing Strategy:
19
We aim to fit our partners' needs and their marketing strategies when
customizing a partnership between EMG GAMING and companies. We are always open
to new input and ideas and we put our partners' needs first.
The following is an outline of our business exposure table:
--------------
--------------------------------------------------------------------------------------------------
EXPOSURE OF PARTNERS
----------------------- --------------------------------------------------------------------------
PARTNER EXPOSURE
----------------------- --------------------------------------------------------------------------
HEAD PARTNERS CLOTHING (FRONT, BACK), GAME, PC'S, WEB SHOP, HOMEPAGE, CHAT, QUIZ, MISC.
MAIN PARTNERS CLOTHING (COLLAR, SLEEVES AND THIGHS), WEB SHOP, HOMEPAGE, CHAT, MISC.
PARTNERS WEB SHOP, HOMEPAGE, CHAT, MISC.
----------------------- --------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
EXPOSURE EXPLAINED
--------------------------------------------------------------------------------------------------
CLOTHING: CHEST, BACK, COLLAR, THIGH AND SLEEVES
PC: STICKERS ON THE SIDE OF PC TOWER
GAME: BANNER IN MESSAGE OF THE DAY IN OUR COUNTER-STRIKE SOURCE SERVER
WEB SHOP: PRINT ON PRODUCTS (IF POSSIBLE)
HOMEPAGE: BANNERS, SPONSOR SECTION AND FRONT PAGE
CHAT: JOIN MESSAGE, TEXT COMMERCIALS
QUIZ: PRODUCT AND COMPANY ENDORSEMENTS
MISC.: CS-MOVIES, WALLPAPERS, CUSTOM CS, SCREENSAVERS ETC.
----------------------- --------------------------------------------------------------------------
Future products and services:
The Company plans to gravitate away from leasing servers and instead purchase
their own servers. This will greatly reduce overhead costs associated with
operations. Additionally, the company will continuously be upgrading equipment,
graphics, and technology to increase speed.
Sources and Availability of Raw Material:
We are a service business and do not use raw materials. We use products in
performing our service that are readily available from many sources.
Dependence on One or a Few Major Customers:
We rely heavily on sponsors and partners. Sponsors receive greater visibility
whereas partners are provided advertising and media coverage. We are not
dependent on any one sponsor or partner.
Costs and Effects of Compliance with Environmental Laws:
We are not aware of nor do we anticipate any environmental laws with which we
will have to comply.
Number of Employees:
We have one employee, the President. The day to day duties are performed by the
President, contract workers and volunteers.
Operations and Technology:
We are highly dependent on technology. Our operations and customer service model
is dependent on internet servers, software, computer graphics programs and
memory Research and Development:
The company has in development numerous products that will require the use of a
material amount of the assets of the company. Since inception, the company has
20
spent $7,265 on company-sponsored software development. Future expenditures will
be dependent on the operating income generated from our product and the amount
raised in this offering. If the minimum amount is raised the company plans to
spend up to $15,785 in software development. If the mid-level amount is raised,
the company plans to spend $92,133 in software development. If the maximum
amount is raised, the company plans to spend up to $171,130 in software
development.
MANAGEMENTS DISCUSSION AND PLAN OF OPERATIONS
As of June 30, 2006 our cash balance was $1,212 and there was no cash
balance reflected for prior periods as our date of inception was April 11, 2006.
Revenues from April 11, 2006 (date of inception) through June 30, 2006
totaled $4,301. Through June 30, 2006, the company reflected a loss of $56,092
primarily due to marketing, promotion, general and administrative expenses.
The plan of operations for the 12 months following the commencement of this
offering will include the continued growth plan. The Company plans to implement
this growth plan by upgrading equipment and software, purchasing servers, and
attending eSport events for a higher visibility. In addition, the growth plan
will be facilitated by marketing and advertising costs which will be determined
by the amount raised in the initial offering. If the maximum amount of $500,000
is raised, these costs are projected to total $18,000 in the first 12 months of
operation. If the minimum amount is raised in this offering, in the first 12
months of operation, a minimum amount of money will be spent on advertising.
In addition to advertising, the majority of monies raised in this offering will
be applied to software development and server lease/ownership expense. The
company has budgeted $45,000 for salaries if the maximum amount is raised in
this offering.
Generating Sufficient Revenue:
Since inception, we have generated revenue through server fees which are
internet driven. For the next twelve months, we plan to continue generating
revenue by the same means.
Financing Needs:
Our cash flows since inception have not been adequate to support on-going
operations. As noted above, the Company's financing needs for the next twelve
months can and will be met even if the minimum offering amount is raised. We
believe that by raising the minimum amount of funds in this offering we will
have sufficient funds to cash flow our growth plans for a minimum of twelve
months.
DESCRIPTION OF PROPERTY
Our corporate facilities are located in a shared office 101 C North
Greenville Avenue, Suite 255, Allen, Texas 75002.
21
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The directors and officers of the company, their ages and principal
positions are as follows:
Name Age Position
--------------------------------------------------------------------------------
G. Edward Hancock 18 Director, President; Secretary and Director
Background of Directors and Executive Officers:
G. Edward Hancock.
G. Edward Hancock, now 18, started in eSports at age 13, being a very talented
game player at an early age opened doors for him at such an early age for the
level of competition offered. From the conception of the most popular game he
has been in the in the top 15% of American players. Coupled with his 10 year
computer and internet experience and knowledge of Game Servers this helped him
to understand all aspects of the online gaming industry, particularly game
servers and performance.
In 2001 Mr. Hancock, in conjunction with a few other gamers, opened a game
server rental company in Southern California offering game servers to west coast
of United States; this was a very good learning experience. One of the biggest
lessons of this venture is the shelf life of the computer equipment and
facilities that housed them. If the data center was not set up for online play
then the performance suffered, and this business is all about performance.
In 2003 Mr. Hancock helped open a LAN Game Center in Lake Forest California;
this facility offered game play by the hour and was a very profitable business
in both financially and educationally. This business was sold and Mr. Hancock
re-located to Dallas Texas, the home of the biggest online gaming league in the
world, CAL, The Cyber Athletic League and CPL , The Cyber Professional League
where twice a year teams and players from all over the world come to compete for
over 100,000 in money and prizes. Mr. Hancock is now concentrating on managing
teams as well as competing as Emazing's sponsored teams, (called eMg) now
represent over 15 teams through out the world. Most of the teams are in the US
and Canada and are supplied game servers from the eMg XDEF network.
In late 2005 Mr. Hancock started up eMg's XDEF network, a high end gaming server
rental company specializing in high performance game servers as well as low cost
economical game servers for beginners. Over the next year this business has
grown to one of the top US game server rental companies offering the high end
consistent service game servers demand.
REMUNERATION OF DIRECTORS AND OFFICERS
Our sole officer and director has received the following compensation
since inception. He has no employment contract with the company.
Name of Person Capacity in which he served Aggregate
Receiving compensation to receive remuneration remuneration
---------------------- --------------------------- -------------
G. Edward Hancock President, Secretary 2006 - $0
and Treasurer
22
As of the date of this offering, our sole officer is our only employee.
We have no plans to pay remuneration to any other officer in or associated with
our company. When we have funds and/or revenue, our board of directors will
determine any other remuneration at that time.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In April, 2006, the president of the company received 5,000,000 shares
of common stock for assets of $30,600, made up of computer equipment of $15,600
and gaming software of $15,000.
As of the date of this filing, there are no agreements or proposed
transactions, whether direct or indirect, with anyone, but more particularly
with any of the following:
* a director or officer of the issuer;
* any principal security holder;
* any promoter of the issuer;
* any relative or spouse, or relative of such spouse, of the above referenced
persons.
PRINCIPAL SHAREHOLDERS
The following table lists the officers, directors and stockholders who,
at the date hereof, own of record or beneficially, directly or indirectly, more
than 5% of the outstanding common stock, and all officers and directors of the
company:
Amount Amount
Owned Owned
Title / relationship Before the After the
to Issuer Name of Owner offering Percent offering Percent
---------- ------------- ------------------------------------------
President, Secretary
and Director G. Edward Hancock 5,000,000 93.46%
Minimum 5,000,000 90.91%
Maximum 5,000,000 78.74%
Shareholder Oxford Guild, Ltd* 350,000 6.54%
Minimum 350,000 6.36%
Maximum 350,000 5.51%
No options, warrants or rights have been issued by the Company.
The remainder of this page intentionally left blank
23
SIGNIFICANT PARTIES
The following table lists the relationship of the significant parties
to the issuer:
Relationship Name and
to Issuer business address Residential address
--------- ---------------- -------------------
Officer G. Edward Hancock
and Director 101 C N. Greenville Ave, Ste 255 601 W. Renner Road #125
Allen, Texas 75002 Richardson, Texas 75080
Record owners of G. Edward Hancock
5% (or more) owner 101 C N. Greenville Ave, Ste 255 601 W Renner Road #125
of equity securities Allen, Texas 75002 Richardson, Texas 75080
Oxford Guild, Ltd.
6817 Dalmation Circle 6817 Dalmation Circle
Plano, Texas 77023 Plano, Texas 77023
Beneficial owner of G. Edward Hancock
5% (or more) owner 101 C N. Greenville Ave, Ste 255 601 W Renner Road #125
of equity securities Allen, Texas 75002 Richardson, Texas 75080
James Wilkinson
6817 Dalmation Circle 6817 Dalmation Circle
Plano, Texas 77023 Plano, Texas 77023
Counsel to Issuer Scheef & Stone, LLP
5956 Sherry Lane
Suite 1400
Dallas, Texas 75225
* James Wilkinson is the beneficial owner of Oxford Guild, Ltd.
SECURITIES BEING OFFERED
We are offering for sale common stock in our company at a price of
$0.50 per share. We are offering a minimum of 150,000 shares and a maximum of
1,000,000 shares. The authorized capital in our company consists of 50,000,000
shares of common stock, $0.001 par value per share. As of October 10, 2006, we
had 5,350,000 shares of common stock issued and outstanding.
Every investor who purchases our common stock is entitled to one vote
at meetings of our shareholders and to participate equally and ratably in any
dividends declared by us and in any property or assets that may be distributed
by us to the holders of common stock in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the company.
The existing stockholders and all who subscribe to common shares in
this offering have a preemptive right to purchase common stock offered for sale
by us, and no right to cumulative voting in the election of our directors. These
provisions apply to all holders of our common stock. Our two shareholders have
waived their preemptive right to purchase shares in this offering.
24
RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN REGISTRATION STATEMENT
The experts named in this registration statement were not hired on a
contingent basis and have no direct or indirect interest in our company.
LEGAL PROCEEDINGS
We are not involved in any legal proceedings at this time.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have retained the same accountant, The Hall Group, CPA's as our
independent certified public accountant. We have had no disagreements with them
on accounting and disclosure issues.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our bylaws provide that the liability of our officers and directors for
monetary damages shall be eliminated to the fullest extent permissible under
Delaware Law, which includes elimination of liability for monetary damages for
defense of civil or criminal actions. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
The position of the U.S. Securities & Exchange Commission under the Securities
Act of 1933:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted
to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
We have no underwriting agreement and therefore no provision for
indemnification of officers and directors is made in an underwriting by a broker
dealer.
LEGAL MATTERS
Our attorney has passed upon the legality of the common stock issued
before this offering and passed upon the common stock offered for sale in this
offering. Our attorney is Scheef & Stone, LLP, 5956 Sherry Lane, Suite 1400,
Dallas, Texas 75225.
25
EXPERTS
The financial statements as of June 30, 2006, and for the period from
April 11, 2006(date of inception) to June 30, 2006 and of the company included
in this prospectus have been audited by The Hall Group, CPA's, independent
certified public accountants, as set forth in his report. The financial
statements have been included in reliance upon the authority of them as experts
in accounting and auditing.
DIVIDEND POLICY
To date, we have not declared or paid any dividends on our common
stock. We do not intend to declare or pay any dividends on our common stock in
the foreseeable future, but rather to retain any earnings to finance the growth
of our business. Any future determination to pay dividends will be at the
discretion of our board of directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors it deems relevant.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2006. Our
capitalization is presented on: * an actual basis; * a pro forma basis to give
effect to net proceeds from the sale of the minimum number of shares (150,000)
we plan to sell in this offering; and * a pro forma basis to give effect to net
proceeds from the sale of the midpoint number of shares (500,000) we plan to
sell in this offering; and * a pro forma basis to give effect to the net
proceeds from the sale of the maximum number of shares (1,000,000) we plan to
sell in this offering.
Actual After After After
Unaudited Minimum Midpoint Maximum
June 30, 2006 Offering Offering Offering
------------- -------- -------- --------
Stockholders' equity
Common Stock, $0.001 par value;
50,000,000 shares authorized; 5,350 5,500 5,850 6,350
Additional Paid In Capital 36,500 94,581 261,731 501,731
Retained earnings (56,092) ( 56,092) ( 56,092) ( 56,092)
Total Stockholders' Equity (14,242) 43,989 211,489 451,989
Total Capitalization (14,242) 43,989 211,489 451,989
Number of shares outstanding 5,350,000 5,500,000 5,850,000 6,350,000
The Company has only one class of stock outstanding. The common stock
sold in this offering will be fully paid and non assessable, having voting
rights of one vote per share, have no preemptive or conversion rights, and
liquidation rights as is common to a sole class of common stock. The company has
no sinking fund or redemption provisions on any of the currently outstanding
stock and will have none on the stock sold in this offering.
26
TRANSFER AGENT
We will serve as our own transfer agent and registrar for the common
stock until such time as this registration is effective and we sell the minimum
offering, then we intend to retain Signature Stock Transfer, Inc., 2301 Ohio
Drive, Suite 100, Plano, Texas 75093.
27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Management of
Emazing Interactive, Inc.
Rockwall, Texas
We have audited the accompanying balance sheet of Emazing Interactive, Inc. and
subsidiaries as of June 30, 2006 and the related consolidated statements of
operations, cash flows and stockholders' equity for the period from April 11,
2006 (date of inception) to June 30, 2006. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Emazing Interactive,
Inc. and subsidiaries as of June 30, 2006, and the results of its operations and
its cash flows for the period then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ The Hall Group
-------------------
The Hall Group, CPAs
Dallas, Texas
September 28, 2006
1
EMAZING INTERACTIVE, INC.
Consolidated Balance Sheet
June 30, 2006
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,212
--------
Total Current Assets 1,212
Fixed Assets
Computer Equipment 15,600
Gaming Software 38,488
Less: Accumulated Depreciation (4,507)
--------
Total Fixed Assets 49,581
--------
TOTAL ASSETS $ 50,793
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 65,035
--------
Total Liabilities (All Current) 65,035
Stockholders' Equity
Common stock, $.001 par value, 50,000,000 shares authorized,
5,350,000 shares issued and outstanding 5,350
Additional Paid-In Capital 36,500
Retained Earnings (Deficit) (56,092)
--------
Total Stockholders' Equity (Deficit) (14,242)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 50,793
========
The accompanying notes are an integral part of these financial statements.
2
EMAZING INTERACTIVE, INC.
Consolidated Statement of Operations
From April 11, 2006 (Date of Inception) to June 30, 2006
REVENUES $ 4,301
OPERATING EXPENSES
Depreciation 4,507
General and Administrative:
Accounting and Professional 2,820
Computer Expenses 20,019
Contract Services 17,740
Licenses and Fees 3,094
Office Expense 2,192
Telephone 8,263
Travel Expense 1,758
-----------
TOTAL OPERATING EXPENSES 60,393
-----------
NET OPERATING (LOSS) (56,092)
OTHER INCOME (EXPENSE)
None 0
-----------
TOTAL OTHER INCOME (EXPENSE) 0
-----------
NET (LOSS) BEFORE INCOME TAXES (56,092)
Provision for Income Taxes (Expense) Benefit 0
-----------
NET INCOME (LOSS) $ (56,092)
Beginning Retained Earnings 0
-----------
ENDING RETAINED EARNINGS (DEFICIT) $ (56,092)
===========
EARNINGS PER SHARE
Weighted Average of Outstanding Shares 5,211,111
===========
Income (Loss) for Common Stockholders $ (0.01)
===========
The accompanying notes are an integral part of these financial statements.
3
EMAZING INTERACTIVE, INC.
Consolidated Statement of Changes in Stockholders' Equity
From April 11, 2006 (Date of Inception) to June 30, 2006
Retained
Common Stock Paid-In Earnings
Shares Amount Capital (Deficit) Totals
--------- --------- --------- --------- ---------
Beginning Stockholder's Equity 0 $ 0 $ 0 $ 0 $ 0
Common Stock Issued For:
Assets 5,000,000 5,000 25,600 30,600
Services 250,000 250 1,000 1,250
Cash 100,000 100 9,900 10,000
Net Income (Loss) 0 0 0 (56,092) (56,092)
--------- --------- --------- --------- ---------
Ending Stockholders' Equity
Equity (Deficit) 5,350,000 $ 5,350 $ 36,500 (56,092) $ (14,242)
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
4
EMAZING INTERACTIVE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FROM APRIL 11, 2006 (DATE OF INCEPTION) TO JUNE 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(56,092)
Adjustments to reconcile net income to net cash
provided by operating activities:
Common Stock Issued for Services 1,250
Depreciation 4,507
Increase in Accounts Payable 65,035
--------
Net Cash Provided by Operating Activities 14,700
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (23,488)
--------
Net Cash (Used) by Investing Activities (23,488)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common Stock for Cash 10,000
--------
Net Cash Provided by Financing Activities 10,000
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,212
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 0
--------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,212
========
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Year for Interest Expense $ 0
========
The accompanying notes are an integral part of these financial statements.
5
EMAZING INTERACTIVE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------
Nature of Activities, History and Organization:
-----------------------------------------------
Emazing Interactive, Inc. (The "Company") operates as an online gaming
facilitator through its subsidiary Emazing Gaming, LLC. The Company is
located in Allen, Texas and was incorporated on April 11, 2006 under
the laws of the State of Texas.
Significant Accounting Policies:
--------------------------------
The Company's management selects accounting principles generally
accepted in the United States of America and adopts methods for their
application. The application of accounting principles requires the
estimating, matching and timing of revenue and expense. Below is a
summary of certain significant accounting policies selected by
management.
Basis of Presentation:
----------------------
The Company prepares its financial statements on the accrual
basis of accounting.
Cash and Cash Equivalents:
--------------------------
All highly liquid investments with original maturities of
three months or less are stated at cost which approximates
market value.
Principles of Consolidation:
----------------------------
The June 30, 2006 financial statements include the accounts of
Emazing Gaming, LLC, an operating subsidiary. All significant
intercompany transactions and balances have been eliminated.
Website Software Development Costs:
-----------------------------------
The Company adopted EITF 00-02, "Accounting for website
developments costs". In accordance with EITF 00-02, the costs
incurred for the (i) website application and infrastructure
development; (ii) graphics development; and (iii) content
development, which took the website to a functional stage
where it could receive server and gaming orders, were
capitalized and are being amortized over three years.
Maintenance expenses or costs that do not result in new
revenue producing features or functions, such as updating
information and products or maintenance of the website or
promotion of the website using search engines, are expensed as
incurred. Prior to this development, Emazing had no website.
In the period ended June 30, 2006, $790 has been expensed and
$38,488 capitalized.
6
EMAZING INTERACTIVE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 - CONTINUED
-------------------
Earnings (Loss) per Share:
--------------------------
Earnings (loss) per share (basic) is calculated by dividing
the net income (loss) by the weighted average number of common
shares outstanding for the period covered. As the Company has
no potentially dilutive securities, fully diluted earnings
(loss) per share is identical to earnings (loss) per share
(basic).
Use of Estimates:
-----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from those estimates.
NOTE 2 - FIXED ASSETS
---------------------
Fixed assets at June 30, 2006 are as follows:
Computer equipment $ 15,600
Gaming software 38,488
Less: Accumulated Depreciation ( 4,507)
------------
Total Fixed Assets $ 49,581
============
Depreciation expense was $4,507 for the period ended June 30, 2006.
NOTE 3 - COMMON STOCK
---------------------
The Company is authorized to issue 50,000,000 common shares at a par
value of $0.001 per share. These shares have full voting rights. At
June 30, 2006, there were 5,350,000 shares outstanding as follows:
Shares
---------
At Inception 5,000,000
April 24, 2006 250,000
June 30, 2006 100,000
---------
Total Shares Outstanding 5,350,000
=========
7
EMAZING INTERACTIVE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 4 - INCOME TAXES
---------------------
The Company has adopted Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes (SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and
the current and deferred income taxes payable. Under SFAS No. 109,
income tax expense consists of taxes payable for the year and the
changes during the year in deferred assets and liabilities. Deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases and financial reporting bases of
assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
Since the realization of any deferred tax benefits is contingent upon
future earnings, no deferred tax asset has been accrued since the
likelihood of future earnings has not been demonstrated.
The Company had a net loss for the period ended June 30, 2006, and
therefore incurred no tax liability. The net operating losses and their
expiration follow:
Expiration
Net (Loss) Date
---------- ----
$ (56,092) 2026
NOTE 5 - FINANCIAL CONDITION AND GOING CONCERN
----------------------------------------------
Emazing has an accumulated deficit through June 30, 2006 totaling $56,092, and
at June 30, 2006 had negative working capital of $63,823. Because of this loss,
Emazing will require additional working capital to develop its business
operations. Emazing intends to raise additional working capital either through
private placements, public offerings and/or bank financing. There are no
assurances that Emazing will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placement, public offerings and/or
bank financing necessary to support Emazing's working capital requirements. To
the extent that funds generated from any private placements, public offerings
and/or bank financing are insufficient, Emazing will have to raise additional
working capital. No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to Emazing. If adequate
working capital is not available Emazing may not continue its operations.
Emazing faces many factors in its ability to continue as a going concern,
including but not limited to, the promotion of its gaming website, competition
from larger and better capitalized companies, and its ability to create traffic
to its website and virtual store. To date, much of Emazing's activities have
been focused on advertising and promotion to create it's identity in the
community, and its continued existence is dependent upon the gaming public
purchasing more time on its gaming servers.
8
EMAZING INTERACTIVE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 - CONTINUED
-------------------
Should the above concerns materialize, it is conceivable that Emazing would have
to suspend or discontinue operations. Management believes that the efforts it
has made to promote its site will continue for the foreseeable future. These
conditions raise substantial doubt about Emazing's ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might be necessary should Emazing be
unable to continue as a going concern.
NOTE 6 - SUBSEQUENT EVENT
-------------------------
On October 2, 2006, the Company converted its corporate charter to domicile in
Nevada (previously in Texas).
9
No dealer, salesman or any other person has been authorized to give any
quotation or to make any representations in connection with the offering
described herein, other than those contained in this Prospectus. If given or
made, such other information or representation'; must not he relied upon as
having been authorized by the Company or by any Underwriter. This Prospectus
does not constitute an offer to sell, or a solicitation of an otter to buy any
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
TABLE OF CONTENTS
Prospectus Summary 2
Corporate Information 2
Summary Financial Data 2
Risk Factors 3
Forward Looking Statements 6
Dilution 7
Plan of Distribution 8
Use of Proceeds 9
Description of Business 10
Management's Discussion and Plan of Operations 19
Description of Property 19
Director's, Executive Officers and Significant Employees 20
Remuneration of Officers and Directors 20
Interest of Management and Others in Certain Transactions 21
Principal Shareholders 21
Significant Parties 22
Securities Being Offered 22
Relationship with Issuer of Experts Named in Registration Statement 23
Legal Proceedings 23
Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 23
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities 23
Legal Matters 23
Experts 24
Dividend Policy 24
Capitalization 24
Transfer Agent 25
Financial Statements F-1
Until the 90th day after the later of (1) the effective date of the registration
statement or (2) the first date on which the securities are offered publicly),
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.
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Indemnification of Directors and Officers
Our certificate of incorporation provides that the liability of our
officers and directors for monetary damages shall be eliminated to the fullest
extent permissible under Pennsylvania Corporation Act, which includes
elimination of liability for monetary damages for defense of civil or criminal
actions. The provision does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
Article Thirteen of our Articles of Incorporation states:
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any act or omission in
his capacity as a director, except to the extent otherwise expressly provided by
a statute of the State of Pennsylvania. Any repeal or modification of this
Article shall be prospective only, and shall not adversely affect any limitation
of the personal liability of a director of the corporation existing at the time
of the repeal or modification.
Item 2. Other Expenses of Issuance and Distribution
All expenses, including all allocated general administrative and
overhead expenses, related to the offering or the organization of the Company
will be borne by the Company.
The following table sets forth a reasonable itemized statement of all
anticipated out of pocket and overhead expenses (subject to future
contingencies) to be incurred in connection with the distribution of the
securities being registered, reflecting the minimum and maximum subscription
amounts.
Minimum Maximum
--------------------------
SEC Filing Fee $ 64 $ 64
Printing and Engraving Expenses 1,000 5,000
Legal Fees and Expenses 2,500 15,500
Edgar Fees 2,800 2,800
Accounting Fees and Expenses 3,000 3,000
Blue Sky Fees and Expenses 4,500 7,000
Miscellaneous 2,905 405
--------- ----------
TOTAL $ 16,769 $ 33,769
As more shares are sold, we anticipate legal fees to increase due to the
liklihood of investors being from other states which could result in state blue
sky securities filings. Although our legal fees are not contingent on the number
of shares sold, it is likely that the legal fees will increase as our attorney
will charge us for these filings. Also, as more shares are sold, our printing
expenses will increase.
Item 3. Undertakings
1(a) Rule 415 Offering. If the small business issuer is registering
securities under Rule 415 of the Securities Act (230.415 of this
chapter), that the small business issuer will:
29
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act; and
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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) (230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to his
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 small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be
filed pursuant to Rule 424 (230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or
used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the
undersigned small business issuer or its securities provided
by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in hte offering made
by the undersigned small business issuer to the purchaser.
1(g) That, for determining liability under the Securities Act to
any purchaser: (1) If the small business issuer is relying on Rule 430B:
(i) Each prospectus filed by the undersigned small business issuer
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 fo 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
30
however, that no statement made in a registration statement or prospectus that
is part of a 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, supercede or modify and 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
(2) If the small business issuer is subject to Rule 430C, include the following:
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 a 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, supercede or modify and statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any document immediately prior to such date of first use.
Registrant hereby undertakes to request acceleration of the effective
date of the registration statement under Rule 461 of the Securities Act:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the small business issuer of expenses incurred or paid by
a director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter ahs been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed by the Securities Act and will be governed by
the final adjudication of such issue.
Item 4. Unregistered Securities Issued or Sold Within One Year
In April 2006, the Company issued 5,000,000 shares of common stock in
exchange for 400,000 membership units of Emazing Gaming, LLC. The LLC had assets
of $30,600. The membership units in the LLC were issued in April 2006 to its
founder, G. Edward Hancock, for $30,600 of assets, composed of $15,600 of
computer equipment and $15,000 of gaming software. This stock was issued under
the exemption under the Securities Act of 1933, section 4(2); this section
states that transactions by an issuer not involving any public offering is an
exempted transaction. The company relied upon this exemption because in a
private transaction in March 2006, the founder, sole officer and director
received stock for his membership units in Emazing Gaming, LLC which had assets
of $30,600.
In April 2006, the Company issued 250,000 shares of common stock to
Oxford Guild, Ltd., an unrelated party, in exchange for services valued at
$12,500 or $0.05 per share. This stock was issued under the exemption under the
Securities Act of 1933, section 4(2); this section states that transactions by
31
an issuer not involving any public offering is an exempted transaction. The
company relied upon this exemption because in a private transaction in April
2006, the services were exchanged for 250,000 shares of common stock. The
certificates evidencing the securities bear legends stating that the shares may
not be offered, sold or otherwise transferred other than pursuant to an
effective registration statement under the Securities Act, or an exemption from
such registration requirements.
The Company sold 100,000 shares of common stock on June 30, 2006 for
$10,000 cash. The common stock was valued at $0.10 per share. This stock was
issued under the exemption under the Securities Act of 1933, section 4(2); this
section states that transactions by an issuer not involving any public offering
is an exempted transaction. The Company relied upon this exemption because in a
private transaction on June 30, 2006, the purchaser paid $10,000 in exchange for
100,000 shares of common stock. The purchasers were sophisticated investors who
purchased the stock for their own account and not with a view toward
distribution to the public. The certificates evidencing the securities bear
legends stating that the shares may not be offered, sold or otherwise
transferred other than pursuant to an effective registration statement under the
Securities Act, or an exemption from such registration requirements.
32
Item 5. Exhibits
The following Exhibits are filed as part of the Registration
Statement:
Exhibit No. Identification of Exhibit
2.1 - Articles of Incorporation for Texas
2.2 - Articles of Conversion from a Texas corporation to a Nevada Corporation
2.3 - Articles of Incorporation for Nevada
2.4 - By Laws
3.1 - Specimen Stock Certificate
4.1 - Form of Subscription Agreement
10.1 - Consent of The Hall Group, CPAS's
11.1 - Opinion and Consent of Scheef & Stone, LLP
* Filed previously
33
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 the
requirements for filing on Form SB-1 and authorized this Registration Statement
to be signed on its behalf by the undersigned, in the City of Allen, State of
Texas, on October 20, 2006.
Emazing Interactive, Inc.
By: /s/ G. Edward Hancock
--------------------------------
G. Edward Hancock, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates stated.
Signature Title Date
-------------------------------- ----------------------- -----------------
/s/ G. Edward Hancock
--------------------------------
G. Edward Hancock President, Secretary, October 20, 2006
Treasurer, Director
/s/ G. Edward Hancock
--------------------------------
G. Edward Hancock Chief Executive Officer October 20, 2006
/s/ G. Edward Hancock
--------------------------------
G. Edward Hancock Chief Financial Officer October 20, 2006
/s/ G. Edward Hancock
--------------------------------
G. Edward Hancock Chief Accounting Officer October 20, 2006
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