0001014897-11-000112.txt : 20110621
0001014897-11-000112.hdr.sgml : 20110621
20110621160556
ACCESSION NUMBER: 0001014897-11-000112
CONFORMED SUBMISSION TYPE: S-1
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20110621
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pinacle Enterprise, Inc.
CENTRAL INDEX KEY: 0001522165
IRS NUMBER: 000000000
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: S-1
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-175044
FILM NUMBER: 11923594
BUSINESS ADDRESS:
STREET 1: CTUNNERSDORFER STR. 28
CITY: LEIPZIG
STATE: 2M
ZIP: 04318
BUSINESS PHONE: 443-620-0081
MAIL ADDRESS:
STREET 1: CTUNNERSDORFER STR. 28
CITY: LEIPZIG
STATE: 2M
ZIP: 04318
S-1
1
pinacleenterprises1.txt
FORM S-1
As filed with the Securities and Exchange Commission on June 21, 2011
Registration Number:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
Registration Statement Under the Securities Act of 1933
PINACLE ENTERPRISE INC.
(Exact Name of Registrant As Specified In Its Charter)
Nevada 5960 Not Applicable
(State or Other (Primary Standard) I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Organization) Classification Code
Mikhail Kats
Ctunnersdorfer str. 28 Ctunnersdorfer str. 28
Leipzig, 04318 Leipzig, 04318
Leipzig, Germany Leipzig, Germany
443.620.0081 443.620.0081
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [X]
If this form is filed to register additional common stock for an
offering under Rule 462(b) of the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed under Rule 462(c) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering.
If this form is a post-effective amendment filed under Rule 462(d) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller reporting company[X]
2
CALCULATION OF REGISTRATION FEE
Securities Amount To Be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee [1]
---------------- ------------- -------------- -------------- ------------
Common Stock by
Selling Shareholders 1,800,000 $ 0.05 $ 90,000 $10.45
Total 1,800,000 $ 0.05 $ 90,000 $10.45
[1] Estimated solely for purposes of calculating the registration fee
under Rule 457.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall hereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
3
Preliminary Prospectus Dated June 21, 2011 Subject to Completion
PINACLE ENTERPRISE INC.
1,800,000 Common Shares on Behalf of Selling Shareholders
We are registering 1,800,000 common shares on behalf of selling
shareholders. We will not receive any cash or other proceeds in
connection with the subsequent sale by the selling shareholders.
The 1,800,000 common shares included in this prospectus may be offered
and sold directly by the selling security holders. The selling
security holders must sell at a fixed price of $.05 until our shares
are quoted on the OTC Bulletin Board or other exchange. Thereafter,
the selling shareholders may sell at prevailing prices or privately
negotiated prices. We will not control or determine the price at which
a selling shareholder decides to sell its shares. Brokers or dealers
effecting transactions in these common shares should confirm that the
common shares are registered under applicable state law or that an
exemption from registration is available.
The offering will commence on the effective date of this prospectus and
will terminate on or before June 1, 2012.
There is no market for our securities. Our common stock is presently
not traded on any market or securities exchange and we have not applied
for listing or quotation on any public market.
Investing in our common stock involves risks. See "Risk Factors"
starting at page 6.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
4
TABLE OF CONTENTS
Page
Summary of our Offering 5
Risk Factors 6
Forward Looking Statements 12
Use of Proceeds 12
Plan of Distribution and Selling Shareholders 12
Business 14
Dilution 20
Dividend Policy 20
Determination of Offering Price 20
Market for Common Equity and Related Stockholder Matters 20
Management's Discussion and Analysis of Financial Condition 24
or Plan of Operation
Directors, Executive Officers, Promoters and Control Persons 27
Security Ownership of Certain Beneficial Owners and
Management 31
Description of Securities 32
Certain Relationships and Related Transactions 34
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 34
Changes In and Disagreements with Accountants on Accounting
And Financial Disclosure 34
Legal Proceedings 34
Experts 35
Legal Matters 35
Where You Can Find More Information 35
Financial Statements 35
5
SUMMARY OF OUR OFFERING
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page and
the financial statements.
Our business
We are a development stage company. Pinacle Enterprise Inc. intends to
specialize in architectural design, architectural animation, 3D
modeling as well as CAD drafting and conversion services. At this
stage, we have no revenues and the only operations we have engaged in
are the development of our website, business plan, plan of operations
and executed marketing agreement. We cannot state with certainty
whether we will achieve profitability.
Our administrative office is located at Ctunnersdorfer str. 28,
Leipzig, Germany 04318 and our telephone number is 443-620-0081. Our
fiscal year end is January 31. Our mailing address is located at
Ctunnersdorfer str. 28, Leipzig, Germany, 04318.
Sales by Selling Shareholders The selling shareholders must sell at a
fixed price of $.05 until our shares
are quoted on the OTC Bulletin Board or
other exchange. Thereafter, the
selling shareholders may sell at
prevailing prices or privately
negotiated prices.
We are registering common shares on
behalf of the selling shareholders in
this prospectus. We will not receive
any cash or other proceeds in
connection with the subsequent sales.
We are not selling any common shares on
behalf of selling shareholders and have
no control or affect on the selling
shareholders.
Termination of the Offering. The offering will commence on the
effective date of this prospectus and
will terminate on or before June 1,
2012.
Market for our common stock. Our common stock is not quoted on an
exchange or on the OTC Bulletin Board.
We cannot provide any assurance that an
active market in our common stock will
develop. We intend to quote our common
shares on the OTC Bulletin Board or
other exchange.
6
The offering
Securities being offered by selling shareholders 1,800,000 common shares
Offering price per share $0.05
Net proceeds to us None
Number of shares outstanding before the offering 5,300,000
Number of shares outstanding after the offering
if all of the shares are sold 5,300,000
RISK FACTORS
Our business is subject to numerous risk factors, including the
following.
Risks associated with Pinacle Enterprise Inc.:
1. We lack an operating history and have losses which we expect to
continue into the future. There is no assurance our future operations
will result in profitable revenues. If we cannot generate sufficient
revenues to operate profitably, we may suspend or cease operations.
We were incorporated in April 19, 2010 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon
- completion of this offering
- our ability to locate customers
- our ability to attract customers through our website
- our ability to generate revenues through contracts with
clients
Based upon current plans, we expect to incur operating losses in future
periods because we will be incurring expenses and not generating
revenues. We cannot guarantee that we will be successful in
generating revenues in the future. Failure to generate revenues will
cause us to go out of business.
2. We have no clients, customers or suppliers and we cannot guarantee
we will ever have any. Even if we obtain clients, customers and
suppliers, there is no assurance that we will make a profit.
We have not identified any clients, customers or suppliers and we
cannot guarantee we ever will have any. Even if we obtain clients,
customers and suppliers for our services, there is no guarantee that
our suppliers will need our services, or that our clients and customers
will use our website to find out about our products or services. If we
are unable to attract enough customers we will have to suspend or cease
our operations.
7
3. We have no clients, customers and only one referral agent. Even if
we obtain clients and customers, we may not be able to generate a
profit. If that occurs we will have to cease operations.
We have no clients or customers and only one referral agent. We have
not identified any clients or customers and we cannot guarantee we ever
will have any. If we are unable to attract enough customers to use our
services to operate profitably, we will have to suspend or cease
operations.
4. Because we are small and do not have much capital, we must limit
marketing our services to potential customers/ clients. As a result,
we may not be able to attract enough customers to operate profitably.
If we do not make a profit, we may have to suspend or cease our
services.
Because we are small and do not have much capital, we must limit
marketing our website to potential customers/clients. The promotion of
our services via our website is how we will generate revenues. Because
we will be limiting our marketing activities, we may not be able to
attract enough customers to gain contracts with them and to operate
profitably. If we cannot operate profitably, we may have to suspend or
cease operations.
5. Because our officers and directors will only be devoting limited
time to our operations, our operations may be sporadic which may result
in periodic interruptions or suspensions of operations. This activity
could prevent us from attracting enough customers and result in a lack
of revenues which may cause us to cease operations.
Our officers and directors will only be devoting limited time to our
operations. Mikhail Kats, our president and director and Olga Kats,
our secretary will be devoting approximately 22 hours a week to our
operations. Because our officer and director will only be devoting
limited time to our operations, our operations may be sporadic and
occur at times which are convenient to our officer and director. As a
result, operations may be periodically interrupted or suspended which
could result in a lack of revenues and a possible cessation of
operations.
6. Because our management does not have prior experience in the
marketing of products via the Internet, we may have to hire additional
experienced personnels or suspend or cease operations.
Because our management does not have prior experience in the marketing
of services via the Internet, we may have to hire additional
experienced personnel to assist us with our operations. If we need the
additional experienced personnel and we do not hire them, we could fail
in our plan of operations and have to suspend operations or cease
operations entirely.
7. Our sole director and officer resides outside of the United States
and as such it may be difficult for you to protect your interests as a
shareholder and your ability to protect your rights through the United
States federal courts may be limited.
8
Our sole director and officer, Mikhail Kats, resides outside of the
United States. The rights of shareholders to take action against the
director and actions by minority shareholders as a result may be
difficult. Laws outside of the United States may not be as established
and/or may differ from provisions under statutes or judicial precedent
in existence in jurisdictions in the United States. In addition,
shareholders may not have standing to initiate shareholder derivative
actions before the courts outside of the United States or have limited
rights to enforce judgments obtained in the United States in
jurisdictions outside of the United States. As a result, you may face
different considerations in protecting your interests in actions
against the management, director or majority stockholders than would
shareholders of a corporation whose director, officer and majority
stockholders reside in the United States. Similarly, your ability to
protect your interests if harmed in a manner and effectively sue in a
United States federal court may be limited.
8. Our auditors have expressed a going concern issue that notes our
need for capital and/or revenues to survive as a business. You may
lose your entire investment.
The ability of the registrant to continue as a going concern is
dependent on our ability to further implement its business plan and
raise capital.
The registrant is currently a development stage company and our
continued existence is dependent upon our ability to resolve our
liquidity problems, principally by obtaining additional debt financing
and/or equity capital. We have yet to generate a significant internal
cash flow, and until sales of products commence, we are highly
dependent upon debt and equity funding. Should continuing debt and
equity funding requirements not be met, our operations may cease to
exist.
Risks associated with this offering:
9. Our director, who is also a promoter, owns more than 50% of the
outstanding shares and controls us.
Mikhail Kats, our officer and sole director, owns 3,500,000 shares of
our common stock and controls us. As a result, Mr. Kats is able to
elect all of our directors and control our operations.
10. Because there is no public trading market for our common stock,
you may not be able to resell your stock.
There is currently no public trading market for our common stock.
Therefore there is no central place, such as stock exchange or
electronic trading system, to resell your shares. If you do want to
resell your shares, you will have to locate a buyer and negotiate your
own sale.
9
11. Because the SEC imposes additional sales practice requirements on
brokers who deal in our shares which are penny stocks, some brokers may
be unwilling to trade them. This means that you may have difficulty
reselling your shares and this may cause the price of the shares to
decline.
Our shares would be classified as penny stocks and are covered by
Section 15(g) of the Securities Exchange Act of 1934 and the rules
promulgated there under which impose additional sales practice
requirements on brokers/dealers who sell our securities in this
offering or in the aftermarket. For sales of our securities, the
broker/dealer must make a special suitability determination and receive
from you a written agreement prior to making a sale for you. Because
of the imposition of the foregoing additional sales practices, it is
possible that brokers will not want to make a market in our shares.
This could prevent you from reselling your shares and may cause the
price of the shares to decline.
12. Future sales by our stockholders could cause the stock price to
decline and may affect your ability to liquidate your investment.
In the future, the registrant may issue equity and debt securities.
Any sales of additional common shares may have a depressive effect upon
the market price of the registrant's common stock causing the stock
price to decline.
13. The selling shareholders may have liability because of their
status as underwriters. They may sue us if there are any omissions or
misstatements in the registration statement that subject them to civil
liability.
Under the Securities Act of 1933, the selling shareholders will be
considered to be underwriters of the offering. The selling
shareholders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling shareholders if omissions or misstatements result in civil
liability to them.
14. Our common shares are not registered under the Exchange Act. As a
result, we will not be subject to the federal proxy rules and our
directors, executive officers and 10% beneficial holders will not be
subject to Section 16 of the Exchange Act. In additional our reporting
obligations under Section 15(d) of the Exchange Act may be suspended
automatically if we have fewer than 300 shareholders of record on the
first day of our fiscal year.
Our common shares are not registered under the Securities Exchange Act
of 1934, as amended, and we do not intend to register our common shares
under the Exchange Act for the foreseeable future, provided that, we
will register our common shares under the Exchange Act if we have,
after the last day of our fiscal year, more than 500 shareholders or
record, in accordance with Section 12(g) of the Exchange Act). As a
result, although, upon the effectiveness of the registration statement
of which this prospectus forms a part, we will be required to file
annual, quarterly, and current reports pursuant to Section 15(d) of the
10
Exchange Act, as long as our common shares are not registered under the
Exchange Act, we will not be subject to Section 14 of the Exchange Act,
which, among other things, prohibits companies that have securities
registered under the Exchange Act from soliciting proxies or consents
from shareholders without furnishing to shareholders and filing with
the Securities and Exchange Commission a proxy statement and form of
proxy complying with the proxy rules. In addition, so long as our
common shares are not registered under the Exchange Act, our directors
and executive officers and beneficial holders of 10% or more of our
outstanding common shares will not be subject to Section 16 of the
Exchange Act. Section 16(a) of the Exchange Act requires executive
officers and directs, and persons who beneficially own more than 10% of
a registered class of equity securities to file with the SEC initial
statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of common shares and other
equity securities, on Forms 3, 4 and 5, respectively. Such information
about our directors, executive officers, and beneficial holders will
only be available through this (and any subsequent) registration
statement, and periodic reports we file thereunder.
Furthermore, so long as our common shares are not registered under the
Exchange Act, our obligation to file reports under Section 15(d) of the
Exchange Act will be automatically suspended if, on the first day of
any fiscal year (other than a fiscal year in which a registration
statement under the Securities Act has gone effective), we have fewer
than 300 shareholders of record. This suspension is automatic and does
not require any filing with the SEC. In such an event, we may cease
providing periodic reports and current or periodic information,
including operational and financial information, may not be available
with respect to our results of operations.
15. We have not yet adopted of certain corporate governance measures.
As a result, our stockholders have limited protections against
interested director transactions, conflicts of interest and similar
matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and
enacted by the SEC, the New York and American Stock Exchanges and the
Nasdaq Stock Market, as a result of Sarbanes-Oxley, requires the
implementation of various measures relating to corporate governance.
These measures are designed to enhance the integrity of corporate
management and the securities markets and apply to securities that are
listed on those exchanges or the Nasdaq Stock Market. Because we are
not presently required to comply with many of the corporate governance
provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than
necessary, we have not yet adopted these measures.
Because all our directors are non-independent, we do not currently have
independent audit or compensation committees. As a result, the
directors have the ability, among other things, to determine their own
level of compensation. Until we comply with such corporate governance
measures, regardless of whether such compliance is required, the
absence of such standards of corporate governance may leave our
stockholders without protections against interested director
transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our
operations.
11
16. We may be unsuccessful in implementing required internal controls
over financial reporting.
We are not currently required to comply with the SEC's rules
implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are
therefore not required to make a formal assessment of the effectiveness
of our internal control over financial reporting for that purpose.
Upon becoming a public company, we will be required to comply with the
SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002,
which will require our management to certify financial and other
information in our quarterly and annual reports and provide an annual
management report on the effectiveness of our internal control over
financial reporting. We will not be required to make our first
assessment of our internal control over financial reporting until the
year following our first annual report required to be filed with the
SEC. To comply with the requirements of being a public company, we
will need to create information technology systems, implement financial
and management controls, reporting systems and procedures and contract
additional accounting, finance and legal staff.
Any failure to develop or maintain effective controls, or any
difficulties encountered in our implementation of our internal controls
over financial reporting could result in material misstatements that
are not prevented or detected on a timely basis, which could
potentially subject us to sanctions or investigations by the SEC or
other regulatory authorities. Ineffective internal controls could
cause investors to lose confidence in our reported financial
information.
17. The costs to meet our reporting and other requirements as a
public company subject to the Exchange Act of 1934 will be substantial
and may result in us having insufficient funds to expand our business
or even to meet routine business obligations.
If we become a public entity, subject to the reporting requirements of
the Exchange Act of 1934, we will incur ongoing expenses associated
with professional fees for accounting, legal and a host of other
expenses for annual reports and proxy statements. We estimate that
these costs could range up to $35,000 per year for the next few years
and will be higher if our business volume and activity increases but
lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a
result, we may not have sufficient funds to grow our operations.
18. There is a large disparity between the offering price and the
prices at which selling shareholders acquired their common shares.
This may negatively affect your ability to sell your common shares in
the future.
The selling shareholders will sell their common shares at $.05 per
common share until our common shares are quoted on the OTC Bulletin
Board or other exchange. The selling shareholders who acquired their
common shares for cash ranging from only $.001 to $.02 per common share
are registering 1,800,000 common shares to be sold at $.05 until our
common shares are quoted on the OTC Bulletin Board or other exchange.
12
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. We have made the forward-looking
statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of the registrant, and results
achieved during the period covered by any particular projections and
other forward-looking statements should not be regarded as a
representation by the registrant, or any other person, that we will
realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock in this offering. All proceeds from the sale of the shares of
common stock will be received by the selling shareholders.
PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS
This prospectus relates to the resale of 1,800,000 shares of common
stock by the selling shareholders.
The selling shareholders will sell their common shares at $.05 per
common shares until our common shares are quoted on the OTC bulletin
board or other exchange. Thereafter, the common shares may be priced
at prevailing market prices or privately negotiated prices.
If the selling shareholders engage in short selling activities, they
must comply with the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.
Pursuant to Regulation M of the Securities Act, the selling
shareholders will not, directly or indirectly, bid for, purchase, or
attempt to induce any person to bid for or purchase their common shares
during the offering except for offers to sell or the solicitation of
offers to buy and unsolicited purchases that are not effected from or
through a broker or dealer, on a securities exchange or through an
inter-dealer quotation system or electronic communications network.
13
The table below sets forth information with respect to the resale of
common shares by the selling shareholders. We will not receive any
proceeds from the resale of common stock by the selling shareholders
for common shares currently outstanding.
The registrant shall register, pursuant to this prospectus 1,800,000
common shares currently outstanding for the account of 24 individuals
or entities. The percentage owned prior to and after the offering
assumes the sale of all of the common shares being registered on behalf
of the selling shareholders.
Percentage of shares
owned after the
Total number of Percentage of Number of offering assuming
shares owned prior shares owned shares being all of the shares are
Name to offering prior to offering offered sold in the offering
------------------ ----------------- ----------- ----------------------
Beifub, Olga 100,000 1.10% 100,000 0.00%
Blumenroth, Falk 100,000 1.10% 100,000 0.00%
Brakoniecka, Anna 100,000 1.10% 10,000 0.00%
Cherkes, Elena 100,000 1.10% 100,000 0.00%
Cherkes, Julia 100,000 0.11% 100,000 0.00%
Gershteyn, Evgeny 70,000 1.10% 70,000 0.00%
Gontarenko, Oleg 100,000 1.10% 100,000 0.00%
Gorelik, Vitaliy 70,000 1.10% 70,000 0.00%
Ivanchenko, Mikhail 100,000 1.10% 100,000 0.00%
Kats, Olga(1) 70,000 1.10% 70,000 0.00%
Kats, Natalia(2) 70,000 1.10% 70,000 0.00%
Krieger, Leva 100,000 1.10% 100,000 0.00%
Lashmanov, Alexy 70,000 0.11% 70,000 0.00%
Ovsyanko, Irina 100,000 1.10% 100,000 0.00%
Ritter, Julia 100,000 1.10% 100,000 0.00%
Ruder, Olga 100,000 1.10% 100,000 0.00%
Schleicher, Viktoria 100,000 1.10% 100,000 0.00%
Uvadova, Elena 100,000 1.10% 100,000 0.00%
Vakchrameev, Alexander 100,000 0.11% 100,000 0.00%
Vakchrameev, Alexey 100,000 1.10% 100,000 0.00%
Vakchrameev, Elena 100,000 1.10% 100,000 0.00%
Vakchrameev, Julia 100,000 1.10% 100,000 0.00%
Vardanyan, Karina 100,000 1.10% 100,000 0.00%
Zaozerskaya, Tatiana 100,000 0.11% 100,000 0.00%
--------- ----- --------- ----
TOTALS 1,800,000 48.58% 1,800,000 0.00%
1. Mikhail Kats, an officer and director is the father of Olga Kats,
an officer and our secretary.
2. Natalia Kats is a wife to Mikhail Kats, our director.
The 1,800,000 shares offered by the selling shareholders may be sold by
one or more of the following methods, without limitation:
- ordinary brokerage transactions and transactions in which the
broker solicits purchases; and
14
- face-to-face transactions between sellers and purchasers without
a broker-dealer. In effecting sales, brokers or dealers engaged by the
selling shareholders may arrange for other brokers or dealers to
participate.
Brokers or dealers may receive commissions or discounts from the
selling shareholders in amounts to be negotiated. Brokers and dealers
and any other participating brokers or dealers may be deemed to be
underwriters within the meaning of the Securities Act, in connection
with any sales.
The selling shareholder or dealer effecting a transaction in the
registered securities, whether or not participating in a distribution,
is required to deliver a prospectus.
As a result of these common shares being registered under the
Securities Act, selling shareholders who subsequently resell the shares
to the public themselves may be deemed to be underwriters with respect
to the common shares for purposes of the Securities Act with the result
that they may be subject to statutory liabilities if the registration
statement to which this prospectus relates is defective by virtue of
containing a material misstatement or omitting to disclose a statement
of material fact. We have agreed to indemnify the selling shareholders
regarding such liability.
Under the Securities Act of 1933, the selling shareholders will be
considered to be underwriters of the offering. The selling
shareholders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling shareholders if omissions or misstatements result in civil
liability to them.
None of the selling shareholders are broker/dealers or affiliated with
broker/dealers.
BUSINESS
General
We were incorporated in the State of Nevada on April 19, 2010.
The registrant intends to specialize in architectural design,
architectural animation, 3D modeling as well as CAD drafting and
conversion services.
Architectural Design:
The registrant will provide architectural design services like building
and structural design, exterior and interior 3D rendering,
architectural drafting, architectural drawing, architectural lighting,
plans, cost estimation, layering and 3D modeling.
We will offer architectural layout and landscaping CAD drawings:
- Architectural floor plan CAD drawings
- Space plan CAD drawings
- Furniture CAD drawings
- Reflected ceiling plans/CAD drawings
- Interior designing and planning/ CAD drawings
15
Architectural Animation Services:
The registrant will offer 3D walkthrough as a marketing tool
transforming imaginative ideas and concepts into photorealistic 3D
rendered architectural walkthrough. With 3D Walkthroughs any specific
viewpoint can be viewed from any angle or height giving a real
photorealistic feeling.
Some of the advantages of virtual 3D Walkthroughs are:
- Actual structure, architecture and building materials can be
shown.
- External/Internal lighting such as natural lighting, based upon
window direction, time of year and time of day can be previewed.
- 3D Architectural animation will include exterior features such as
landscaping, trees, hedges, fences.
- View can be previewed.
- Multiple design options can be explored and resolved before
building begins.
3D Modeling Service:
We will provide 3D Modeling services to our clients so they will be
able to view their upcoming building, house, room in advance in 3D
Modeling and 3D Animation to give views from different angles and
perspectives. Our clients can send us the required documents of either
hand-drawn sketches or design concept drawing and we will create highly
effective 3D Modeling. In addition we can shape, texture and customize
stereoscopic 3D animated 3D models.
CAD Drafting Services:
We will use computer aided design o design, develop and optimize
drawings to make a clean and clear computer generated construction
drawing, accurately drafted as per specified dimensions. The
registrant can generate CAD drawings from any format such as hand-drawn
documents, tiff files or any other image files and convert it to a .dwg
file using AutoCAD. Our CAD services will include Architectural CAD
drafting and detailing for construction projects including general
layout, plan, elevation and sections.
Benefits of using our CAD services:
- Once our client provides us the details, we will draft them into
accurate working drawings
- We can draft different CAD renderings or views of the building
- We will edit drawings as per clients request and/or make changes
to the CAD drawing to match their sketch
- We will work with any input/output format
CAD Conversion Services:
The registrant will convert hand drawn documents or prints to digitized
CAD drawings:
- We will convert velum or paper sketch inputs into high quality
and accurate CAD drawings.
- Dimensioning services.
- Conversion of prints to CAD vector formats by scanning.
16
Services Type of CAD conversions done by us are:
- Paper to CAD Conversion
- PDF to CAD Conversion
- Tiff to CAD Conversion
- Jpeg to CAD Conversion
- Bmp to CAD Conversion
- Hand sketches to CAD Conversion
- Hand scribbles to CAD Conversion
- Scanned documents to CAD Conversion
- Velum or Blueprint to CAD Conversion
- Photographs to CAD Conversion
- Raster image to CAD Conversion
- Cad redrafting and Conversion
The registrant will provide complete drawings packages in either
electronic or hard copy formats. The registrant has not generated any
revenues to date and we cannot state with certainty whether we will
achieve profitability. The majority of our business will be initially
marketed and developed in Europe region but as our operations expand,
we plan to expand to other world markets.
Our clients will include: Independent building contractors
- Developers and builders
- Private individuals
- Other architectural and engineering firms
AutoCad LT 2012 Software Features
On April 5, 2011, the registrant has purchased Computer Aided Design
(AutoCAD LT 2012) software application built for professional 2D
technical drawings and drafting delivering software's genuine DWG(tm) file
format that facilitates data fidelity and compatibility. The program
will allow us to perform the following:
Document
Use a complete set of 2D drafting and detailing tools to produce
precise technical drawings
Document in 2D
Create simple or complex drawings from standard shapes such as lines,
arcs, and circles. Modify existing geometry with commands such as
stretch, copy, rotate, and scale. Add annotations-including text,
dimensions, and tables-to help convey ideas.
AutoCAD Compatibility
AutoCAD LT 2012 is fully integrated with other Autodesk software
products, making it easy to share data with others or expand
capabilities.
Mobile Access
The AutoCAD WS web and mobile application enables to edit online, share
and collaborate and stay connected to designs through a web browser or
from your mobile device.
17
Incorporate External Files
Reuse data and create richer documents by referencing external
information from colleagues or clients-such as DWG files, JPG and TIF
images, Microsoft Excel spreadsheets, and DWF and PDF under lays-in
drawings.
Share Files Electronically
Electronically publish and distribute drawing sets in a single DWF or
PDF file for fast, secure collaboration.
Optimize
Improve efficiency by making AutoCAD LT work with a variety of user
interface options
Standardize Drawings
Save time and standardize drawings by using blocks, adding dynamic
properties to accommodate multiple sizes or views in a single block.
Get quick access to frequently used content, such as blocks, hatches,
and commands with tool palettes.
Tailor Environment
Quickly find way around the screen with tools to locate commands, view
all open drawings, and navigate between different areas in an open
drawing. Optimize work environment by tailoring the location and
appearance of commands to meet needs and company standards.
Technology
Pinacle Enterprise Inc is going to utilize modern technology at all
phases of a project. All work will be carried out using CAD software,
including preliminary design and presentation work. It is more cost
effective, quicker and more accurate than traditional methods. We will
also use specialty design software as well as internet transfer of
information between ourselves, other consultants and our clients.
The company will maintains comprehensive, Windows based analysis tools
for design. Pinacle Enterprise Inc will maintain an Internet website
complete with file transfer and e-mail capabilities.
Marketing Strategy
The registrant will be using the internet extensively in our sales
promotion. We will use direct mail and e-mail campaign to advertise
our services.
A series of templates will be developed for project proposals. The
format for all proposals will include:
- Cover letter
- Scope of services for each project
- Fee (if requested)
- Firm's qualifications to provide services
- Project Team (describes each person's tasks and
qualifications)
- Philosophy of design approach
- Schedule to provide services
18
Competition
The principal competitive factors in our industry are pricing and
quality of service. We will be in a market where we compete with many
local, regional, national and international companies. Many of our
competitors have greater financial resources and liquidity than we do
and may be able to withstand sales or price decreases better than we
can at present time.
We foresee to continue to face challenges from new market entrants. We
may be unable to continue to compete effectively with these existing or
new competitors, which could have a material adverse effect on our
financial condition and results of operations.
Referral Agreement
The registrant has signed a Referral Agreement with Vitaliy Akimov on
March 25, 2011 The material terms of the agreement are as follows:
1. The referral fee shall be calculated as five per cent (5%) of the
net value of services sold by the registrant as a direct result of a
referral. Net value shall exclude refunds and payments not honored by a
financial institution. Subsequent sales of goods or services to the
referred customer shall not be subject to a referral fee except where
such subsequent purchase is the direct result of a repeat referral.
2. Upon reconciliation of referral fees due, the agent shall issue
an invoice to the registrant and payment shall be affected within
thirty (30) days of submission of said invoice.
3. Placement of advertisements and referral methods for the
registrant are at the sole discretion of the agent. However, in order
to solicit sales, the agent shall not make promises or issue any
warranty either expressed or implied pertaining to the goods or
services offered by the registrant unless authorized in writing by the
registrant to do so.
4. The relationship between the parties shall at all times be that
of independent contractors. No employment, partnership or joint venture
relationship is formed by this referral agreement and at no time may
the agent position itself as affiliated to the registrant, except as an
independent referrer. In view of this independent relationship the
Agent shall not enter into any agreements on behalf of the registrant,
shall make no warranty either expressed or implied on behalf of the
registrant and shall not incur any expenses on behalf of the
registrant.
5. The referral agreement does not grant exclusive rights to the agent
to act as referrer on behalf of the registrant and the agent shall have
no rights under any other agreements entered into by the registrant
with other agents.
19
6. Either party may terminate the referral agreement at any time by
giving the other party ten (10) days prior written notice. Upon
termination by either party, all outstanding referral fees due to the
agent at that time shall be settled in full within thirty (30) days.
7. Each party shall indemnify, defend and hold the other party (and
any other relation to the other party) harmless against any and all
claims of whatsoever nature arising from misrepresentation, default,
misconduct, failure to perform or any other act related to this
agreement.
Website
We plan outsourcing the development of our website to experts in
internet retail marketing. We did not hire or have any agreement with
the professional at this time. We believe it will cost $3,000 to
complete the website creation. The website will be available 24 hours
a day, seven days a week and will be reached from the customer home or
office anywhere in the world.
Our website will be arranged to list needed information for a visitor
in English and German. There will be following sections:
- About us
- Our Concept
- Services
- Downloads
Image Brochure, (General terms and Conditions of purchase, and Forms)
- References
- Contact
- Clients
- Employee
- Search
By clicking on a category names, the customer will move directly to the
sector of the desired category and can get detailed information.
Insurance
We do not maintain any insurance and do not intend to maintain
insurance in the future. Because we do not have any insurance, if we
are made a party of a products liability action, we may not have
sufficient funds to defend the litigation. If that occurs a judgment
could be rendered against us that will cause us to cease operations.
Employees; Identification of Certain Significant Employees
We are a development stage company and currently have no employees,
other than our officers and directors. We intend to hire one part-time
sales representative by August 2011.
Properties
Our offices are currently located at Ctunnersdorfer str. 28, Leipzig,
Germany 04318. Our telephone number is (443)620-0081. These offices
consist of approximately 150 square feet. This is the home office of
our President, Mikhail Kats. We do not pay any rent to Mr. Kats and
20
there is no agreement to pay any rent in the future. Upon the
completion of our offering, we intend to establish an office elsewhere.
As of the date of this prospectus, we have not sought or selected a new
office sight.
Government Regulation
No governmental approval is needed for the sale of our services.
DILUTION
The registrant may issue equity and debt securities in the future.
These issuances and any sales of additional common shares may have a
depressive effect upon the market price of our common shares.
DIVIDEND POLICY
We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.
Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.
No distribution may be made if, after giving it effect, we would not be
able to pay its debts as they become due in the usual course of
business; or the corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation
permit otherwise) the amount that would be needed, if we were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution. The board of directors
may base a determination that a distribution is not prohibitive either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation of other method that is reasonable in the circumstances.
DETERMINATION OF OFFERING PRICE
The offering price of the common shares was arbitrarily determined by
the registrant without regard to the book value or market value, if
any, of our common shares.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on a market or
securities exchange. We cannot provide any assurance that an active
market in our common stock will develop. We intend to quote our common
shares on a market or securities exchange.
21
b) Holders. At June 21, 2011, there were twenty five (25)
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on registrant's common stock have ever been paid, and the
registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
Number of Securities Weighted Average Exercise Number of Securities
Plan Category Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options Warrants and Rights Future Issuance
-------------------------------------------------------------------------------------------------
Equity
Compensation
Plans Approved
by Security Holders n/a n/a n/a
Equity
Compensation
Plans Not Approved
by Security Holders n/a n/a n/a
Total n/a n/a n/a
e) Performance graph
Not applicable.
f) Sale of unregistered securities.
All of the issued and outstanding shares of common stock were issued
pursuant to Reg. S of the Securities Act of 1933. All of the sales
took place outside the United States of America with non-US persons.
The following is a summary of the issuances of all shares pursuant to
Reg. S of the Act.
a) On June 16, 2010, we issued 3,600,000 shares of common stock to
six unafiliated individuals in consideration of $0.001 per share or a
total of $4,000.
b) On July 8, we issued 100,000 shares of common stock to five
unaffiliated individuals for consideration of $0.01 per share for a
total of $5,000.
c) On July 19, 2010, we issued 120,000 shares of common stock to 14
unaffiliated individuals for consideration of $0.02 per share for a
total of $ 16,000.
The 1,800,000 shares so issued under part (b), (c), and (d) are being
registered in this offering.
Item 5(b) Use of Proceeds. As described herein
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
22
Shares Eligible for Future Sale
-------------------------------
Upon the date of this prospectus, there are 5,300,000 common shares
outstanding of which no common shares may be freely traded without
registration. However, 1,800,000 common shares of present shareholders
are being registered on this offering.
The remaining 3,500,000 are owned by Mikhail Kats, principal executive
officer, principal financial officer and will be restricted within the
meaning of Rule 144 under the Securities Act, and are subject to the
resale provisions of Rule 144.
At the present time, resales or distributions of such shares are
provided for by the provisions of Rule 144. That rule is a so-called
"safe harbor" rule which, if complied with, should eliminate any
questions as to whether or not a person selling restricted shares has
acted as an underwriter.
Rule 144(d)(1) states that if the issuer of the securities is, and has
been for a period of at least 90 days immediately before the sale,
subject to the reporting requirements of section 13 or 15(d) of the
Exchange Act, a minimum of six months must elapse between the later of
the date of the acquisition of the securities from the issuer, or from
an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of the registrant under the Securities
Act during the three months preceding a sale and who has beneficially
owned such shares for at least six months is entitled to sell the
shares under Rule 144 without regard to the volume, notice, information
and manner of sale provisions. Affiliates must comply with the
restrictions and requirements of Rule 144 when transferring restricted
shares even after the six month holding period has expired and must
comply with the restrictions and requirements of Rule 144 in order to
sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.
We have not declared any cash dividends, nor do we intend to do so. We
are not subject to any legal restrictions respecting the payment of
dividends, except that they may not be paid to render us insolvent.
Dividend policy will be based on our cash resources and needs and it is
anticipated that all available cash will be needed for our operations
in the foreseeable future.
23
Admission to Quotation on the OTC Bulletin Board and/or OTCQB
-------------------------------------------------------------
We intend to have a market maker file an application for our common
stock to be quoted on the OTC Bulletin Board and/or the OTCQB. The
OTCQB is the middle tier of the OTC market. However, we do not have a
market maker that has agreed to file such application. If our
securities are not quoted on the OTC Bulletin Board or the OTCQB, a
security holder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of our securities. The OTC
Bulletin Board and the OTCQB differs from national and regional stock
exchanges in that it:
(1) is not situated in a single location but operates through
communication of bids, offers and confirmations between broker-dealers,
and
(2) securities admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an
equity security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to sponsor the
registrant listing. If it meets the qualifications for trading
securities on the OTC Bulletin Board and the OTCQB, our securities will
trade on the OTC Bulletin Board and the OTCQB. We may not now or ever
qualify for quotation on the OTC Bulletin Board or the OTCQB. We
currently have no market maker who is willing to list quotations for
our securities.
Section 15(g) of the Exchange Act
---------------------------------
Our shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9
promulgated there under. They impose additional sales practice
requirements on broker/dealers who sell our securities to persons other
than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 jointly with their spouses). While Section 15(g) and Rules
15g-1 through15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of
the penny stock rules. Rule 15g-2 declares unlawful broker/dealer
transactions in penny stocks unless the broker/dealer has first
provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage
in a penny stock transaction unless the broker/dealer first discloses
and subsequently confirms to the customer current quotation prices or
similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock
transactions for a customer unless the broker/dealer first discloses to
the customer the amount of compensation or other remuneration received
as a result of the penny stock transaction.
24
Rule 15g-5 requires that a broker/dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its
customer, at the time of or prior to the transaction, information about
the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide
their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer
setting forth the identity and quantity of the stock being purchased;
obtain from the customer information regarding his investment
experience; make a determination that the investment is suitable for
the investor; deliver to the customer a written statement for the basis
for the suitability determination; notify the customer of his rights
and remedies in cases of fraud in penny stock transactions; and, the
FINRA's toll free telephone number and the central number of the North
American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to
resell your common shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage corporation and have not started operations
or generated or realized any revenues from our business operations.
We will attempt to generate revenues from signing contracts for our
consulting services with clients. As of the date hereof we do not have
any contracts, but are attempting to do so at this time.
We do not have sufficient cash to maintain operations for the next
twelve months.
If we need additional cash and cannot raise it, our sole director and
president Mikhail Kats agreed to lend the company additional capital to
continue business operations, however there is no written guarantee
that he will do so. If we require more funding and our director does
not lend us the funds, we have to suspend operations until we raise
more cash, or cease operations entirely. Other than as described in
this paragraph, we have no other financing plans.
Plan of Operation for the next 12 Months
Our plan of operation for the next twelve months following the date of
this prospectus is to enter into agreements with potential clients who
are in need of our services.
We established a home office in Ctunnersdorfer str. 28, Leipzig, 04318,
Germany in order to reduce start-up costs. The office space is
estimated to be 150 square feet. By July 2011, we plan to purchase
basic office equipment such as computers, telephones and fax, office
supplies and furniture such as professional drafting tables, drafting
kits, lamps, drafting machines, drafting parallel straightedges,
tracing projectors, blueprint measuring tools as well as drafting paper
estimated to be $2,500.
25
We intend to retain at least one part-time architectural designer by
August 2011.
In July 2011, the Company plans to commence marketing its services, by
advertising in newspaper and on search engines on the Internet. This
will cost the registrant $500.
An interactive website which will serve as a marketing tool will become
operational by August 2011 and it will include a description of our
services, the areas which we plan to serve, contact information, a list
of representative projects, and a brief biography of Mikhail Kats. We
believe it will cost $3,000. The domain name of
"pinnacleenterpriseinc.com" has been reserved as of January 2011. In
August 2011, Mr. Mikhail Kats will register the registrant with online
portals so that potential customers can easily reach the business.
On April 5, 2011, the registrant has purchased Computer Aided Design
(AutoCAD LT 2012) software application built for professional 2D
technical drawings and drafting, delivering software's genuine DWG(tm)
file format that facilitates data fidelity and compatibility. The
registrant paid $1,180 for the software from Autodesk. Our AutoCAD LT
2012 includes a full set of basic solid modeling and 2D tools for
creating, editing, and printing drawings. Approximately in August
2011, or when need arises, we are planning to upgrade to an AutoCADD
Architecture which will permit our designer to draw 3D objects such as
walls, doors and windows, with more intelligent data associated with
them. The upgrade will cost $3,500.
By the end of December 2011, the registrant will adopt a systematic
manner of sorting and retrieving a library of structural elements and
assemblies. Slide libraries will be available from a tool bar within
AutoCADD for quick access.
After we upgrade to AutoCADD Architecture, the registrant is going to
subscribe to National Master Specifications (NMS) Architectural for
$1,893 a year. This is a comprehensive text base subscription,
containing descriptions of every procedure, product or method likely to
be encountered. This collection of specifications will be used in
developing a project specification by editing contents to suit the
requirements of a project. Starting January 2012, on a limited basis,
the registrant will also act in a project management capacity of design
and implementation oversight in conjunction with general contractors
and real estate developers. Foremost, the registrant intends to
develop relationships with general contractors and real estate
developers that will call on the firm for drafting, design, and limited
project management services.
The registrant has executed a referral agreement with the
Vitality AAkimov the "Agent". The fee shall be calculated as five per
cent (5%) of the net value of services sold by the registrant as a
referral direct result of a referral. Net value shall exclude refunds
and payments not honored by a financial institution. Subsequent sales
26
services to the referred customer shall not be subject to a referral
fee except where such subsequent purchase is the direct result of a
repeat referral.
In April 2012, the registrant is going to apply for license in
order to take on any project that requires building permits and
inspections. The registrant will be capable of doing the design work
or taking the work of a designer, and then creating all the working
drawings as well as overseeing the entire project in conjunction with
the builder. By hiring a licensed architect, the client will ensure
that the project will be built to current codes and problems will be
avoided.
We therefore expect to incur the following costs in the next
twelve months in connection with our business operations:
Marketing Cost: $ 4,000
General administrative costs: $ 3,000
Website development $ 3,000
Software Application/Subscription Costs; $ 6,573
Computer/Office equipment $ 2,500
Professional fees, including fees
payable in connection with the
filing of this registration statement
and complying with reporting
obligations: $10,000
Total expenditures over the next 12
months are therefore expected to be $32,073
Limited operating history; need for additional capital
There is no historical financial information about us upon which to
base an evaluation of our performance. We are in start-up stage
operations and have not generated any revenues. We cannot guarantee we
will be successful in our business operations. Our business is subject
to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns due to
price and cost increases in services and products.
To become profitable and competitive, we have to locate and negotiate
additional agreements with potential customers.
We have no assurance that future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms,
we may be unable to continue, develop or expand our operations. Equity
financing could result in additional dilution to existing shareholders.
27
Results of Operations
For the three months ended April 30, 2011
For the three months ended April 30, 2011, we did not earn any
revenues. We had operating expenses of $5,023 which included
professional fees of $3,500, bank fees of $34 and general and
administrative expenses of $1,489. Net loss from operations for the
three months ended April 30, 2011 was $(5,023).
From Inception on April 19, 2010 to January 31, 2011
During the period we incorporated, and hired the auditor we have
prepared an internal business plan. Our loss since inception is $3,996
is for bank charges and legal fees. We have just started our proposed
business operations.
Since inception, we sold 5,300,000 shares of common stock and raised
$25,000.
Liquidity and capital resources
As of the date of this prospectus, we have yet to generate any revenues
from our business operations.
In June 2010, we issued 3,600,000 shares of common stock at a price of
$0.001 per share for total cash proceeds of $4,000. In July, we issued
100,000 shares of common stock at a price of $0.01 per share for total
cash proceeds of $5,000. On July 19, we also issued 120,000 shares of
common stock at a price of $0.02 per share for total cash proceeds of
$16,000. All shares were issued pursuant to Reg. S of the Securities
Act of 1933. All transactions took place outside the United States of
America and all purchasers were non-US persons.
As of January 31, 2011, our total assets were $21,029 and our total
liabilities were $3,996. As of January 31, 2011, we had cash of
$21,029.
Going Concern
Our auditors have expressed a going concern issue that notes our need
for capital and/or revenues to survive as a business. The ability of
registrant to continue as a going concern is dependent on our ability
to further implement its business plan and raise capital.
The registrant is currently a development stage company and our
continued existence is dependent upon our ability on additional
investment capital to fund operating expenses. The registrant intends
to position itself so that it may be able to raise additional funds
through the capital markets. In light of management's efforts, there
are no assurances that the registrant will be successful in this or any
of its endeavors or become financially viable and continue as a going
concern.
28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Officers and Directors
Our directors will serve until their successors are elected and
qualified. Our officers are elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected
and qualified, or until he or she is removed from office. The board of
directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and
directors are set forth below:
Name and Address Age Position(s)
president, principal executive officer,
Mikhail Kats 55 treasurer, principal financial officer,
principal accounting officer and a member
of the board of directors
Olga Kats 30 Secretary, officer
The persons named above have held their offices/positions since
inception of our company and are expected to hold their
offices/positions until the next annual meeting of our stockholders.
Background of officers and directors
Since our inception on April 19, 2010, Mr. Kats has been our president,
principal executive officer, treasurer, principal financial officer,
principal accounting officer, and a member of the board of directors.
From February 2005 to February 2006, Mr. Kats has completed
Qualification Course for technical economist at Educational center in
Leipzig, Germany. From September 2007 to September 2008 Mr. Kats has
completed Course for raising the level of technical designer skill
(Auto CAD 2008 2D/3D, Autodesk Inventor, SoloidWorks, CATIA V5) at Z&P
Schulung GmbH in Leipzig, Germany. From September 2008 to present Mr.
Kats has been working as an Engineer constructor at privately owned
enterprise Grune Maschinen in Leipzig, Germany. Mr. Kats has not been a
member of the board of directors of any corporations during the last
five years.
Involvement in Certain Legal Proceedings
----------------------------------------
During the past ten years, Mikhail Kats and Olga Kats have not been the
subject of the following events:
1. Any bankruptcy petition filed by or against any business of which
Mikhail Kats and Olga Kats was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that
time.
2. Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding.
29
3. An order, judgment, or decree, not subsequently reversed,
suspended or vacated, or any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting Mikhail Kats and/or Olga Kats involvement in any type of
business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Audit Committee Financial Expert
--------------------------------
We do not have an audit committee financial expert. We do not have an
audit committee financial expert because we believe the cost related to
retaining a financial expert at this time is prohibitive. Further,
because we have no operations, at the present time, we believe the
services of a financial expert are not warranted.
Conflicts of Interest
---------------------
The only conflict that we foresee are that our sole officer and
director will devote time to projects that do not involve us.
Executive Compensation
----------------------
The following table sets forth the compensation paid by us for the last
three fiscal years ending January 31, 2011 for each or our officers.
This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all
compensation awarded to, earned by, or paid or named executive
officers.
Executive Officer Compensation Table
---------------------------------------------------------------------------------------------
- - - - - - - Non- -Nonqualified- - -
- - - - - - - Equity - Deferred - All - -
- Name - - - - - - Incentive - Compensa - Other - -
- and - - - -Stock - Option- Plan - tion - Compen - -
- Principal - -Salary-Bonus -Awards - Awards-Compensation- Earnings - sation -Total -
- Position - Year -(US$) - (US$)- (US$) - (US$) - (US$) - (US$) - (US$) -(US$) -
---------------------------------------------------------------------------------------------
- (a) - (b) - (c) - (d) - (e) - (f) - (g) - (h) - (i) - (j) -
---------------------------------------------------------------------------------------------
-Mikhail Kats- 2010 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
- --------------------------------------------------------------------------------
-CEO, CFO - 2009 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
- --------------------------------------------------------------------------------
- - 2008 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
30
---------------------------------------------------------------------------------------------
-Olga Kats - 2010 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
- --------------------------------------------------------------------------------
-Secretary - 2009 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
- --------------------------------------------------------------------------------
- - 2008 - 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0 -
=============================================================================================
We have no employment agreements with any of our officers. We do not
contemplate entering into any employment agreements until such time as
we begin profitable operations.
The compensation discussed herein addresses all compensation awarded
to, earned by, or paid to our named executive officers.
There are no other stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers and directors other than
as described herein.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.
Compensation of Directors
The member of our board of directors is not compensated for his
services as a director. The board has not implemented a plan to award
options to any directors. There are no contractual arrangements with
any member of the board of directors. We have no director's service
contracts.
Director's Compensation Table
- - Fees - - - - - - -
- -Earned - - - -Nonqualified- - -
- - or - - - Non-Equity - Deferred - - -
- -Paid in-Stock -Option-Incentive Plan-Compensation- All Other - -
- - Cash -Awards-Awards- Compensation - Earnings -Compensation-Total -
- Name - (US$) -(US$) -(US$) - (US$) - (US$) - (US$) -(US$) -
- (a) - (b) - (c) - (d) - (e) - (f) - (g) - (h) -
- Mikhail Kats - 2010 - 0 - 0 - 0 - 0 - 0 - 0 -
- Olga Kats - 2010 - 0 - 0 - 0 - 0 - 0 - 0 -
Our directors do not receive any compensation for serving as
members of the board of directors. We did not pay any directors
compensation in 2010 and have no plans to pay any directors
compensation in 2011.
31
Indemnification
---------------
Under our bylaws of the corporation, we may indemnify an officer or
director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he
reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is
to be indemnified, we must indemnify him against all expenses incurred,
including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or director is
judged liable, only by a court order. The indemnification is intended
to be to the fullest extent permitted by the laws of the state of
Nevada.
Regarding indemnification for liabilities arising under the Securities
Act of 1933, which may be permitted to directors or officers under
Nevada law, we are informed that, in the opinion of the Securities and
Exchange Commission, indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable.
Code of Ethics Policy
---------------------
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
--------------------
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
Family Relationships
--------------------
Mikhail Kats, an officer and director is the father of Olga Kats, an
officer and our secretary.
Natalia Kats is a wife to Mikhail Kats, our director.
Change-In-Control Arrangements
------------------------------
There are currently no employment agreements or other contracts or
arrangements with our officers or directors. There are no compensation
plans or arrangements, including payments to be made by us, with
respect to our officers, directors or consultants that would result
from the resignation, retirement or any other termination of any of our
directors, officers or consultants. There are no arrangements for our
directors, officers, employees or consultants that would result from a
change-in-control.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this
prospectus, the total number of common shares owned beneficially by our
directors, officers and key employees, individually and as a group, and
the present owners of 5% or more of our total outstanding shares. The
table also reflects what their ownership will be assuming completion of
the sale of all shares in this offering. The stockholders listed below
have direct ownership of their shares and possesses sole voting and
dispositive power with respect to the shares.
--------------------------------------------------------------------------------------------------
- - - - Number of Shares - Percentage of -
- - - Percentage of - After Offering - Ownership After the -
- - Number of - Ownership - Assuming all of - Offering Assuming -
- Name of Beneficial - Shares Before - Before the - the Shares are -all of the Shares are -
- Owner [1] - the Offering - Offering - Sold - Sold -
--------------------------------------------------------------------------------------------------
- Mikhail Kats - - - - -
-Ctunnersdorfer str. 28- 3,500,000 - 51.42% - 3,500,000 - 51,42% -
- Leipzig, 04318 - - - - -
- Leipzig, Germany - - - - -
--------------------------------------------------------------------------------------------------
- Olga Kats - - - - -
-Ctunnersdorfer str. 28- 70,000 - 0.00% - 0 - 0.00% -
- Leipzig, 04318 - - - - -
- Leipzig, Germany - - - - -
-----------------------------------------------------------------
- All Officers and - - - - -
- Directors as a Group - 3,500,000 - 51.42% - 3,500,000 - 51,42% -
- (2 persons) - - - - -
==================================================================================================
[1] The persons named above may be deemed to be a "parent" and
"promoter" of our company, within the meaning of such terms under
the Securities Act of 1933, as amended, by virtue of his/its
direct and indirect stock holdings. Mr. Kats is the only
promoter of our company.
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
DESCRIPTION OF SECURITIES
Common Stock
------------
Our authorized capital stock consists of 75,000,000 shares of
common stock, par value $0.001 per share. The holders of our common
stock:
- have equal ratable rights to dividends from funds
Legally available if and when declared by our board of directors;
33
- are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs;
- do not have preemptive, subscription or conversion rights and
there are no redemption or sinking fund provisions or rights; and
- are entitled to one non-cumulative vote per share on all matters
on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-
assessable and all shares of common stock that are the subject of this
offering, when issued, will be fully paid for and non-assessable. We
refer you to our articles of incorporation, bylaws and the applicable
statutes of the state of Nevada for a more complete description of the
rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting
rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in that event,
the holders of the remaining shares will not be able to elect any of
our directors. After this offering is completed, assuming the sale of
all of the shares of common stock, present stockholders will own
approximately 55.56% of our outstanding shares.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at
the discretion of our board of directors and will depend upon our
earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. It is our
present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business
operations.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect
of delaying or preventing a change in control.
Reports
-------
After we complete this offering, we will not be required to furnish you
with an annual report. Further, we will not voluntarily send you an
annual report. We will be required to file reports with the SEC under
section 15(d) of the Securities Act. The reports will be filed
electronically. The reports we will be required to file are Forms 10-K,
10-Q, and 8-K. You may read copies of any materials we file with the
SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains an Internet site that will contain copies of the reports
we file electronically. The address for the Internet site is
www.sec.gov.
34
Stock transfer agent
--------------------
We do not have transfer agent at this time; we are currently in the
process of selecting our transfer agent.
CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS
On May 20, 2010, Mikhail Kats, an officer and director loaned $25 to
the registrant to open the bank account. The loan is unsecured, non-
interest bearing and due on demand. The balance due to the shareholder
was $25 as of January 31, 2011.
On July 2, 2010, the registrant issued 3,500,000 common shares to
Mikhail Kats, an officer and director, for cash of $3,500 or $.001 per
common share.
Mikhail Kats, an officer and director has provided office services
without charge. There is no obligation for Mr. Kats to continue this
arrangement.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding, is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on
accounting and financial disclosure or any other matter.
LEGAL PROCEEDINGS
We are not a party to any pending litigation and none is
contemplated or threatened.
35
EXPERTS
Our financial statements for the period from inception to January
31, 2011, included in this prospectus have been audited by Silberstein
Ungar, PLLC, Certified Public Accountants, 30600 Telegraph Road, Suite
2175, Bingham Farms, MI 48025-4586, telephone (248) 203-0080 as set
forth in their report included in this prospectus. Their report is
given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The Law Office of Jody M. Walker, 7841 South Garfield Way
Centennial, CO, 80122 has acted as our legal counsel.
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
Pinacle Enterprise Inc.
Ctunnersdorfer str. 28
Leipzig, 04318
Leipzig, Germany
443.620.0081
Attention: Mikhail Kats, Chief Executive Officer
Our fiscal year ends on January 31st. Upon completion of this
offering, we will become a reporting company and file annual, quarterly
and current reports with the SEC. You may read and copy any reports,
statements, or other information we file at the SEC's public reference
room at 100 F Street, Washington D.C. 20549. You can request copies of
these documents, upon payment of a duplicating fee by writing to the
SEC. Please call the SEC at 1-800- SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also
available to the public on the SEC Internet site at http:\\www.sec.gov.
FINANCIAL STATEMENTS
Our fiscal year end is January 31. We will provide audited
financial statements to our stockholders on an annual basis; the
statements will be prepared by a firm of Chartered Accountants.
Balance Sheet as of April 30, 2011 and January 31, 2011
Statement of Operations for the three months ended April 30, 2011 and
the period from April 19, 2010 (Inception) to April 30, 2011
Statement of Cash Flows for the three months ended April 30, 2011 and
the period from April 19, 2010 (Inception) to April 30, 2011
Notes to the Financial Statements
36
Report of Independent Registered Public Accounting Firm
Balance Sheet as of January 31, 2011
Statement of Operations for the period from April 19, 2010
(Date of Inception) to January 31, 2011
Statement of Stockholders' Equity as of January 31, 2011
Statement of Cash Flows for the period from April 19, 2010
(Date of Inception) to January 31, 2011
Notes to the Financial Statements
37
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
April 30, January
2011 31, 2011
ASSETS (unaudited)
---------- ----------
Current Assets
Cash and cash equivalents $ 16,006 $ 21,029
-------- --------
Total Assets $ 16,006 $ 21,029
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 0 $ 0
Loan from shareholder 25 25
--------- --------
Total Liabilities 25 25
--------- --------
Stockholders' Equity
Common stock, par value $0.001;
75,000,000 shares authorized,
5,300,000 shares issued and outstanding 5,300 5,300
Additional paid in capital 19,700 19,700
Deficit accumulated during the development
stage (9,019) (3,996)
-------- --------
Total Stockholders' Equity 15,981 21,004
-------- --------
Total Liabilities and Stockholders' Equity $ 16,006 $ 21,029
======== ========
See accompanying notes to financial statements.
38
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MOTHS ENDED APRIL 30, 2011
FOR THE PERIOD FROM APRIL 19, 2010 (INCEPTION) TO APRIL 30, 2011
For the period
from April 19,
For the three 2010
months ended (Inception) to
April 30, 2011 April 30, 2011
--------- -------
REVENUES $ 0 $ 0
--------- -------
OPERATING EXPENSES
Professional fees 3,500 7,250
Bank fees 34 274
General and administrative expenses 1,489 1,495
--------- -------
TOTAL OPERATING EXPENSES 5,023 9,019
--------- -------
NET LOSS FROM OPERATIONS (5,023) (9,019)
PROVISION FOR INCOME TAXES 0 0
--------- -------
NET LOSS $ (5,023) $(9,019)
========= =======
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
=========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED 5,300,000
=========
See accompanying notes to financial statements.
39
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED APRIL 30, 2011
FOR THE PERIOD FROM APRIL 19, 2010 (INCEPTION) TO JANUARY 31, 2011
For the
period from
For the April 19,
three 2010
months (Inception)
ended April to April 30,
30, 2011 2011
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(5,023) $(9,019)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0 0
------- -------
CASH FLOWS USED IN OPERATING ACTIVITIES (5,023) (9,019)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 0 25,000
Loans from shareholder 0 25
------- -------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 0 25,025
------- -------
NET INCREASE IN CASH (5,023) 16,006
Cash, beginning of period 21,029 0
------- -------
Cash, end of period $16,006 $16,006
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0
======= =======
Income taxes paid $ 0 $ 0
======= =======
See accompanying notes to financial statements
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2011
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Pinacle Enterprise Inc. (the "Company" or "Pinacle") was incorporated
under the laws of the State of Nevada on April 19, 2010. The Company
plans to specialize in architectural design, architectural animation,
3D modeling as well as CAD drafting and conversion services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles related to development
stage companies. A development-stage company is one in which planned
principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting
principles generally accepted in the United States of America ("GAAP"
accounting). The Company has adopted a January 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents. The Company
had $16,006 and $21,029 of cash as of April 30, 2011 and January 31,
2011.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash
equivalents and amounts due to shareholder. The carrying amount of
these financial instruments approximates fair value due either to
length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under
the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the
financial reporting and tax bases of assets and liabilities and are
measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based
on available evidence, are not expected to be realized.
41
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or
services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance
with ASC Topic 718. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's
net loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per share
is calculated by dividing the Company's net income available to common
shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for
any potentially dilutive debt or equity. There are no such common stock
equivalents outstanding as of April 30, 2011.
Comprehensive Income
The Company has which established standards for reporting and display
of comprehensive income, its components and accumulated balances. When
applicable, the Company would disclose this information on its
Statement of Stockholders' Equity. Comprehensive income comprises
equity except those resulting from investments by owners and
distributions to owners. The Company has not had any significant
transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Pinacle does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
42
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 3 - LOAN FROM SHAREHOLDER
On May 20, 2010, a shareholder loaned $25 to the Company to open the
bank account. The loan is unsecured, non-interest bearing and due on
demand.
The balance due to the shareholder was $25 as of April 30, 2011 and
January 31, 2011.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock
authorized.
On July 2, 2010, the Company issued 4,000,000 shares of common stock
for cash proceeds of $4,000 at $0.001 per share.
On July 9, 2010, the Company issued 500,000 shares of common stock for
cash proceeds of $5,000 at $0.01 per share.
On August 11, 2010, the Company issued 800,000 shares of common stock
for cash proceeds of $16,000 at $0.02 per share.
There were 5,300,000 shares of common stock issued and outstanding as
of April 30, 2011 and January 31, 2011.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An
officer has provided office services without charge. There is no
obligation for the officer to continue this arrangement. Such costs
are immaterial to the financial statements and accordingly are not
reflected herein. The officers and directors are involved in other
business activities and most likely will become involved in other
business activities in the future.
NOTE 6 - INCOME TAXES
As of April 30, 2011, the Company had net operating loss carry forwards
of approximately $9,000 that may be available to reduce future years'
taxable income in varying amounts through 2031. Future tax benefits
which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not
likely to occur and accordingly, the Company has recorded a valuation
allowance for the deferred tax asset relating to these tax loss carry-
forwards.
43
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 6 - INCOME TAXES (Continued)
The provision for Federal income tax consists of the following:
April 30, January 31,
2011 2011
------ ------
Federal income tax benefit attributable to:
Current Operations $1,708 $1,360
Less: valuation allowance (1,708) (1,360)
------ ------
Net provision for Federal income taxes $ 0 $ 0
====== ======
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
April 30, January 31,
2011 2011
------ ------
Deferred tax asset attributable to:
Net operating loss carryover $3,068 $1,360
Less: valuation allowance (3,068) (1,360)
------ ------
Net deferred tax asset $ 0 $ 0
====== ======
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carry forwards of approximately $9,000 for
Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur net operating loss
carry forwards may be limited as to use in future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principle, which contemplate
continuation of the Company as a going concern. However, the Company
had no revenues as of April 30, 2011. The Company currently has
limited working capital, and has not completed its efforts to establish
a stabilized source of revenues sufficient to cover operating costs
over an extended period of time.
Management anticipates that the Company will be dependent, for the near
future, on additional investment capital to fund operating expenses The
Company intends to position itself so that it may be able to raise
additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in
this or any of its endeavors or become financially viable and continue
as a going concern.
44
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its
operations subsequent to April 30, 2011 to June 16, 2011, the date
these financial statements were issued, and has determined that it does
not have any material subsequent events to disclose in these financial
statements.
45
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Pinacle Enterprise Inc.
Henderson, Nevada
We have audited the accompanying balance sheet of Pinacle Enterprise
Inc. (the "Company") as of January 31, 2011, and the related statements
of operations, stockholders' equity, and cash flows for the period from
April 19, 2010 (Date of Inception) through January 31, 2011. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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 financial statements referred to above present
fairly, in all material respects, the financial position of Pinacle
Enterprise Inc. as of January 31, 2011 and the results of its
operations and its cash flows for the period from April 19, 2010 (Date
of Inception) through January 31, 2011 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7
to the financial statements, the Company has negative working capital,
has not yet received revenue from sales of products or services, and
has incurred losses from operations. These factors raise substantial
46
doubt about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are described in Note
7. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
---------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
March 14, 2011
47
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JANUARY 31, 2011
ASSETS January 31, 2011
----------------
Current Assets
Cash and cash equivalents $ 21,029
----------
Total Assets $ 21,029
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 0
Loan from shareholder 25
----------
Total Liabilities 25
Stockholders' Equity
Common stock, par value $0.001;
75,000,000 shares authorized, 5,300,000
shares issued and outstanding 5,300
Additional paid in capital 19,700
Deficit accumulated during the development stage (3,996)
----------
Total Stockholders' Equity 21,004
Total Liabilities and Stockholders' Equity $ 21,029
==========
See accompanying notes to financial statements.
48
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 19, 2010 (INCEPTION) TO JANUARY 31, 2011
For the period from
April 19, 2010
(Inception) to
January 31, 2011
-------------------
REVENUES $ 0
---------
OPERATING EXPENSES
Professional fees 3,750
Bank fees 240
General and administrative expenses 6
---------
TOTAL OPERATING EXPENSES 3,996
---------
NET LOSS FROM OPERATIONS (3,996)
PROVISION FOR INCOME TAXES 0
---------
NET LOSS $ (3,996)
=========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
=========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,809,756
=========
See accompanying notes to financial statements.
F-3
49
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 19, 2010 (INCEPTION) TO JANUARY 31, 2011
Deficit
Accumulated
Additional during the Total
Common Stock Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ---------- ----------- -------------
Inception, April
19 2010 - $ - $ - $ - $ -
Shares issued for
cash at $0.001
per share 4,000,000 4,000 - - 4,000
Shares issued for
cash at $0.01 per
share 500,000 500 4,500 - 5,000
Shares issued for
cash at $0.02 per
share 800,000 800 15,200 - 16,000
Net loss for the
year ended
January 31, 2011 - - - (3,996) (3,996)
--------- -------- --------- --------- ---------
Balance, January 31,
2011 5,300,000 $ 5,300 $ 19,700 $ (3,996) $ 21,004
========= ======== ========= ========= =========
See accompanying notes to financial statements.
50
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 19, 2010 (INCEPTION) TO JANUARY 31, 2011
For the period from
April 19, 2010
(Inception) to
January 31, 2011
-------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (3,996)
Adjustments to reconcile net loss to
net cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0
---------
CASH FLOWS USED IN OPERATING ACTIVITIES (3,996)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 25,000
Loans from shareholder 25
---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 25,025
---------
NET INCREASE IN CASH 21,029
Cash, beginning of period 0
---------
Cash, end of period $ 21,029
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
=========
Income taxes paid $ 0
=========
See accompanying notes to financial statements.
51
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2011
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Pinacle Enterprise Inc. (the "Company" or "Pinacle") was incorporated
under the laws of the State of Nevada on April 19, 2010. Pinacle
Enterprise Inc. specializes in architectural design, architectural
animation, 3D modeling as well as CAD drafting and conversion services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
-------------------------
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles related to development
stage companies. A development-stage company is one in which planned
principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Basis of Presentation
---------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Accounting Basis
----------------
The Company uses the accrual basis of accounting and accounting
principles generally accepted in the United States of America ("GAAP"
accounting). The Company has adopted a January 31 fiscal year end.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents. The Company
had $21,029 of cash as of January 31, 2011.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments consist of cash and cash
equivalents and amounts due to shareholder. The carrying amount of
these financial instruments approximates fair value due either to
length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Income Taxes
------------
Income taxes are computed using the asset and liability method. Under
the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the
financial reporting and tax bases of assets and liabilities and are
measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based
on available evidence, are not expected to be realized.
52
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Revenue Recognition
-------------------
The Company recognizes revenue when products are fully delivered or
services have been provided and collection is reasonably assured.
Stock-Based Compensation
------------------------
Stock-based compensation is accounted for at fair value in accordance
with ASC Topic 718. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Basic Income (Loss) Per Share
-----------------------------
Basic income (loss) per share is calculated by dividing the Company's
net loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per share
is calculated by dividing the Company's net income available to common
shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for
any potentially dilutive debt or equity. There are no such common stock
equivalents outstanding as of January 31, 2011.
Comprehensive Income
--------------------
The Company has which established standards for reporting and display
of comprehensive income, its components and accumulated balances. When
applicable, the Company would disclose this information on its
Statement of Stockholders' Equity. Comprehensive income comprises
equity except those resulting from investments by owners and
distributions to owners. The Company has not had any significant
transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
--------------------------------
Pinacle does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
53
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2011
NOTE 3 - LOAN FROM SHAREHOLDER
On May 20, 2010, a shareholder loaned $25 to the Company to open the
bank account. The loan is unsecured, non-interest bearing and due on
demand.
The balance due to the shareholder was $25 as of January 31, 2011.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock
authorized.
On July 2, 2010, the Company issued 4,000,000 shares of common stock
for cash proceeds of $4,000 at $0.001 per share.
On July 9, 2010, the Company issued 500,000 shares of common stock for
cash proceeds of $5,000 at $0.01 per share.
On August 11, 2010, the Company issued 800,000 shares of common stock
for cash proceeds of $16,000 at $0.02 per share.
There were 5,300,000 shares of common stock issued and outstanding as
of January 31, 2011.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An
officer has provided office services without charge. There is no
obligation for the officer to continue this arrangement. Such costs
are immaterial to the financial statements and accordingly are not
reflected herein. The officers and directors are involved in other
business activities and most likely will become involved in other
business activities in the future.
NOTE 6 - INCOME TAXES
As of January 31, 2011, the Company had net operating loss carry
forwards of approximately $4,000 that may be available to reduce future
years' taxable income in varying amounts through 2031. Future tax
benefits which may arise as a result of these losses have not been
recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to
these tax loss carry-forwards.
54
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2011
NOTE 6 - INCOME TAXES (Continued)
The provision for Federal income tax consists of the following:
January 31,
2011
---------
Federal income tax benefit attributable to:
Current Operations $ 1,360
Less: valuation allowance (1,360)
--------
Net provision for Federal income taxes $ 0
=========
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
January 31,
2011
----------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,360
Less: valuation allowance (1,360)
----------
Net deferred tax asset $ 0
===========
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carry forwards of approximately $4,000 for
Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur net operating loss
carry forwards may be limited as to use in future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principle, which contemplate
continuation of the Company as a going concern. However, the Company
had no revenues as of January 31, 2011. The Company currently has
limited working capital, and has not completed its efforts to establish
a stabilized source of revenues sufficient to cover operating costs
over an extended period of time.
Management anticipates that the Company will be dependent, for the near
future, on additional investment capital to fund operating expenses The
Company intends to position itself so that it may be able to raise
additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in
this or any of its endeavors or become financially viable and continue
as a going concern.
55
PINACLE ENTERPRISE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2011
NOTE 6 - INCOME TAXES (Continued)NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its
operations subsequent to January 31, 2011 to March 14, 2011, the date
these financial statements were issued, and has determined that it does
not have any material subsequent events to disclose in these financial
statements.
56
1,800,000 on behalf of Selling Shareholders
Prospectus
PINACLE ENTERPRISE INC.
June 21, 2011
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED.
Until ________ 2011, 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.
57
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are
sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 10.45
Accounting Fees and Expenses 3,996.17
Legal Fees and Expenses 3,500.00
---------
TOTAL $7,596.20
=========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
the Registrant is insured or indemnified in any manner against any
liability which he may incur in his capacity as such, is as follows:
1. Article 3 of the Articles of Incorporation of the company,
filed as Exhibit 3.1 to the Registration Statement.
2. Article X of the Bylaws of the company, filed as Exhibit 3.2
to the Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control
person, officer or director from liability, thereby making the company
responsible for any expenses or damages incurred by such control
person, officer or director in any action brought against them based on
their conduct in such capacity, provided they did not engage in fraud
or criminal activity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On June 16, 2010, we sold 3,600,000 shares of common stock to
six individuals for consideration of $0.001 per share for a total of
$4,000.
On July 8, 2010, we sold 100,000 shares of common stock to five
individuals for consideration of $0.01 per share for a total of $5,000.
On July 19, 2010, we sold 120,000 shares of common stock to 14
individuals for consideration of $0.02 per share for a total of
$16,000.
All of the foregoing transactions were made pursuant to the exemption
from registration contained in Regulation S of the Securities Act of
1933. The sale of securities was made in offshore transactions to
persons who are not U.S. persons. The investors purchased the
securities for their own account and not on behalf of any U.S. Person
58
and a sale of the securities has not been pre-arranged with a purchaser
in the United States. The investors have represented that the
purchases of the securities were not a transaction (or an element of a
series of transactions) that is part of any plan or scheme to evade the
registration provisions of the 1933 Act.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this registration
statement, pursuant to Item 601 of Regulation S-K.
Exhibit No. Document Description
3.1 Articles of Incorporation.
3.2 Bylaws
5.1 Opinion and consent of Jody Walker, Attorney At Law
regarding the legality of the Securities being
registered.
10.1 Referral Agreement with Vitaliy Akimov
23.1 Consent of Silberstein Ungar, PLLC
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) To file,
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment of the Registration Statement) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
iii. Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
59
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) For the purpose of determining liability under the Securities
Act of 1933 to any purchaser, if the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to the purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 14 above or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
60
ii. Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of this Form S-1 Registration
Statement and has duly caused this amendment to the Form S-1
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Leipzig, Germany, on this 21 day of June,
2011.
Pinacle Enterprise Inc.
BY:
Mikhail Kats, President, Principal
Executive Officer, Principal
Accounting Officer, Principal
Financial Officer, Treasurer and a
member of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Form S-1 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
President, Principal Executive Officer,
Mikhail Kats Principal Accounting Officer, Principal June 21, 2011
Financial Officer, Treasurer and a
member of the Board of Directors
- -
EX-3
2
pinacleenterprises1ex3-1.txt
ARTICLES OF INCORPORATION
ROSS MILLER
Secretary of State Filed in the office of Document Number
206 North Carson Street /s/Ross Miller 20100252578-32
Carson City, Nevada 89701-4299 Ross Miller Filing Date and Time
(775) 684-5708 Secretary of State 04/19/2010 3:10 PM
Website: www.nvsos.gov State of Nevada Entity Number
E0178072010-6
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
1. Name of Corporation: Pinacle Enterprise Inc.
2. Registered Agent for Service [x] Commercial Registered Agent:
Of Process: (check only one InCorp Services, Inc.
box) [ ] Noncommercial Registered Agent
OR
[ ] Office or Position with Entity
(name and address below)
Name of Noncommercial Registered Agent
OR Name of Title of Office or Other
Position with Entity
3. Authorized Stock: Number of
(number of shares Number of shares
Corporation is shares with Par value without
authorized to issue par value: 75,000,000 per share: $.001 par value:
4. Names and 1) Mikhail Kats
Addresses of the Name
Board of 375 N. Stephanie St. Suite 1411 Henderson NV 89014-8909
Directors/Trustees: Street Address City State Zip code
5. Purpose: The purpose of the corporation shall be:
Any legal purpose
6. Name, Address
and Signature of Doug Ansell on behalf of InCorp Services, Inc. /s/Doug Ansell
Incorporator Name Signature
375 N. Stephanie St. Suite 1411 Henderson NV 89014-8909
Street Address City State Zip code
7. Certificate of I hereby accept appointment as Registered Agent for the above
Acceptance of named Entity:
Appointment of /s/Doug Ansell April 19, 2010
Registered Agent: ------------------------ Date
Authorized Signature of Registered Agent or on
Behalf of Registered Agent Entity.
EX-3
3
pinacleenterprises1ex3-2.txt
BYLAWS
BYLAWS
Of
Pinacle Enterprise Inc.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held
at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of
Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of
Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the
place, day, and hour of the meeting, and the general nature of the
business of the meeting, must be faxed, personally delivered or mailed
postage prepaid to each shareholder of the Corporation entitled to vote
at the meeting at the address of the shareholder as it appears on the
stock transfer ledger of the Corporation, at least ten (10) days prior
to the meeting. Accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting by, a shareholder will not
invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at
a meeting of the shareholders, may be taken without a meeting, without
prior notice and without a vote if written consents are signed by
shareholders representing a majority of the shares entitled to vote at
such a meeting, except however, if a different proportion of voting
power is required by law, the Articles of Incorporation or these
Bylaws, than that proportion of written consents is required. Such
written consents may be filed with the minutes of the proceedings of
the shareholders of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or special
meeting unless a quorum of shareholders, entitled to attend and vote,
is present at the commencement of the meeting, but the quorum need not
be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two
persons present and being, or representing by proxy, shareholders of
the Corporation.
c) If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand
adjourned to a day, time and place as determined by the chairman of the
meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class
of shares, each shareholder shall be entitled to one vote for each
share of stock in his or her own name on the books of the corporation,
whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at
which the vote takes place is not entitled to have a casting vote in
addition to the vote or votes to which he may be entitled as a
shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or
special meeting, the decision of the chairman made in good faith is
conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting
may do so either in person or by proxy. A form of proxy must be in
writing under the hand of the appointor or of his or her attorney duly
authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxyholder need not be a
shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a facsimiled copy thereof must be
deposited at the registered office of the Corporation or at such other
place as is specified for that purpose in the notice convening the
meeting. In addition to any other method of depositing proxies
provided for in these Bylaws, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at a
place or places and fixing the time or times for depositing the proxies
not exceeding 48 hours (excluding Saturdays, Sundays and holidays)
preceding the meeting or adjourned meeting specified in the notice
calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and
not more than nine(9) directors. The number of Directors may be fixed
and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first
annual meeting of shareholders and until their successors have been
duly elected and qualified or until there is a decrease in the number
of directors. Thereinafter, Directors will be elected at the annual
meeting of shareholders and shall hold office until the annual meeting
of the shareholders next succeeding his or her election, or until his
or her prior death, resignation or removal. Any Director may resign at
any time upon written notice of such resignation to the Corporation.
c) a casual vacancy occurring in the Board may be filled by the
remaining Directors.
d) Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected. A Director so appointed holds office only
until the next following annual meeting of the Corporation, but is
eligible for election at that meeting. So long as he or she is an
additional Director, the number of Directors will be increased
accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except for
those powers conferred upon or reserved for the shareholders or any
other persons as required under Nevada state law, the Corporation's
Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be
determined by the Directors or, if the Directors decide, by the
shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is
willing to act as chairman, the Directors present shall choose one of
their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of votes.
In case of an equality of votes the chairman does not have a second or
casting vote. Meetings of the Board held at regular intervals may be
held at the place and time upon the notice (if any) as the Board may be
resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a
committee of the Directors using conference telephones or other
communications facilities by which all Directors participating in the
meeting can hear each other and provided that all such Directors agree
to such participation. A Director participating in a meeting in
accordance with this Bylaw is deemed to be present at the meeting and
to have so agreed. Such Director will be counted in the quorum and
entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall,
call a meeting of the Board. Reasonable notice of the meeting
specifying the place, day and hour of the meeting must be given by
mail, postage prepaid, addressed to each of the Directors and alternate
Directors at his or her address as it appears on the books of the
Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of
transmitting legibly recorded messages. It is not necessary to give
notice of a meeting of Directors to a Director immediately following a
shareholder meeting at which the Director has been elected, or is the
meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a
document executed by him waiving notice of a past, present or future
meeting or meetings of the Directors being, or required to have been,
sent to him and may at any time withdraw the waiver with respect to
meetings held thereafter. After filing such waiver with respect to
future meetings and until the waiver is withdrawn no notice of a
meeting of Directors need be given to the Director. All meetings of
the Directors so held will be deemed not to be improperly called or
constituted by reason of notice not having been given to the Director.
g) The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number
fixed pursuant to these Bylaws as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a shareholder
meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of
Directors, or a person acting as a Director, will, notwithstanding that
it be afterwards discovered that there was some defect in the
qualification, election or appointment of the Directors, shareholders
of the committee or person acting as a Director, or that any of them
were disqualified, be as valid as if the person had been duly elected
or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the
Directors is as valid as if it had been passed at a meeting of the
Directors duly called and held. A resolution may be in two or more
counterparts which together are deemed to constitute one resolution in
writing. A resolution must be filed with the minutes of the
proceedings of the directors and is effective on the date stated on it
or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with
or without cause at any time by a vote of two-thirds of the
shareholders entitled to vote thereon, at a special meeting of the
shareholders called for that purpose.
Section 5- Committees
a) The Directors may from time to time by resolution designate from
among its members one or more committees, and alternate members
thereof, as they deem desirable, each consisting of one or more
members, with such powers and authority (to the extent permitted by law
and these Bylaws) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board of Directors and
unless otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall be governed by the rules and
regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions,
shall cause them to be recorded in the books kept for that purpose, and
shall report them to the Board at such times as the Board may from time
to time require. The Board has the power at any time to revoke or
override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as
shall be stated in these Bylaws or in a resolution of the Board of
Directors which is not inconsistent with these Bylaws. The officers of
the Corporation shall consist of a president, secretary, treasurer, and
also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such other officers as the Board of Directors
may from time to time deem advisable. Any officer may hold two or more
offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his or her election, and until his
or her successor shall have been duly elected and qualified, subject to
earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such
resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a
majority vote of the Board, either with or without cause, and a
successor appointed by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may likewise be
removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to
time be determined by the Directors or, if the Directors decide, by the
shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses
property whereby, whether directly or indirectly, duties or interests
might be created in conflict with his or her duties or interests as na
officer of the Corporation shall, in writing, disclose to the President
the fact and the nature, character and extent of the conflict and
abstain from voting with respect to any resolution in which the officer
has a personal interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares
owned by the shareholder in the Corporation. Whenever any certificate
is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures
of the officers or agents, the transfer agent or transfer clerk or the
registrar of the Corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If the Corporation uses
facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting
in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. If any officer who has signed
or whose facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer
of such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying
the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares and the rights and obligations of
the holders of certificates representing shares of the same class and
series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as they may
think fit, order the certificate to be cancelled and issue a new
certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon and indemnity, if any being
given, as the Directors think adequate, the Directors shall issue a new
certificate; or
(iii) represents more than one share and the registered owner
surrenders it to the Corporation with a written request that the
Corporation issue in his or her name two or more certificates, each
representing a specified umber of shares and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Corporation shall cancel the certificate so
surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized by
a written power of attorney; and in the case of shares represented by
certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly
endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require, and the payment o all stock transfer taxes due
thereon.
b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more
than 60 days permitted by the preceding the date of a meeting of
shareholders or a class of shareholders, or of the payment of a
dividend or of the proposed taking of any other proper action requiring
the determination of shareholders as the record date for the
determination of the shareholders entitled to notice of, or to attend
and vote, at a meeting and an adjournment of the meeting, or entitled
to receive payment of a dividend or for any other proper purpose and,
in such case, notwithstanding anything in these Bylaws, only
shareholders of records on the date so fixed will be deemed to be the
shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of
shareholders as provided in the preceding Bylaw, the date on which the
notice is mailed or on which the resolution declaring the dividend is
adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the
Directors so resolve, will not be required to issue fractional shares
in connection with an amalgamation, consolidation, exchange or
conversion. At the discretion of the Directors, fractional interests
in shares may be rounded to the nearest whole number, with fractions of
1/2 being rounded to the next highest whole number, or may be purchased
for cancellation by the Corporation for such consideration as the
Directors determine. The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to
the Corporation for such consideration as the Directors determine. The
Directors may determine the manner in which fractional interests in
shares are to be transferred and delivered to the Corporation in
exchange for consideration and a determination so made is binding upon
all shareholders of the Corporation. In case shareholders having
fractional interests in shares fail to deliver them to the Corporation
in accordance with a determination made by the Directors, the
Corporation may deposit with the Corporation's Registrar and Transfer
Agent a sum sufficient to pay the consideration payable by the
Corporation for the fractional interests in shares, such deposit to be
set aside in trust for such shareholders. Such setting aside is deemed
to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as
outstanding and such shareholders will not be considered to be
shareholders of the Corporation with respect thereto and will have no
right except to receive payment of the money so set aside and deposited
upon delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available
therefore, as often, in such amounts, and at such time or times as the
Board of Directors may determine and shares may be issued pro rata and
without consideration to the Corporation's shareholders or to the
shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend
to shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:
(i) A majority of the current shareholders of the class or series to
be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of
shares that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either
outright or as security for liability or obligation of the Corporation
or another person, and
(iii) mortgage, charge, whether by way of specific or floating
charge, and give other security on the undertaking, or on the whole or
a part of the property and assets of the Corporation (both present and
future).
b) A bond, debenture or other debt obligation of the Corporation may
be issued at a discount, premium or otherwise, and with a special
privilege as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities, attending
and voting at shareholder meetings of the Corporation, appointment of
Directors or otherwise, and may by its terms be assignable free from
equities between the Corporation and the person to whom it was issued
or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VI: FISCAL YEAR
The fiscal year end of the Corporation shall e fixed, and shall be
subject to change, by the Board of Directors from time to time, subject
to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to time, by the Board of Directors.
The use of a seal or stamp by the Corporation on corporate documents is
not necessary and the lack thereof shall not in any way affect the
legality of a corporate document.
ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal,
and new Bylaws may be made by a majority vote of the shareholders at
any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter,
amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in
an existing or proposed contract or transaction with the Corporation or
who holds an office or possesses property whereby, directly or
indirectly, a duty or interest might be created to conflict with his or
her duty or interest as a Director, shall declare the nature and extent
of his or her interest in such contract or transaction or of the
conflict with his or her duty and interest as a Director, as the case
may be.
b) A Director shall not vote in respect of a contract or transaction
with the Corporation in which he is interested and if he does so his or
her vote will not be counted, but he will be counted in the quorum
present at the meeting at which the vote is taken. The foregoing
prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in
which he has an interest has guaranteed or joined in guaranteeing the
repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of which a
Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary of the
Corporation, or a contr4act, arrangement or transaction in which a
Director is directly or indirectly interested if all the other
Directors are also directly or indirectly interested in the contract,
arrangement or transaction;
(iv) determining the remuneration o the Directors:
(v) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an officer or place of profit with the
Corporation (other than the office of Auditor of the Corporation) in
conjunction with his or her office of Director for the period and on
the terms (as to remuneration or otherwise) as the Directors may
determine. No Director or intended Director will be disqualified by
his or her office from contracting with the Corporation either with
regard to the tenure of any such other office or place of profit, or as
vendor, purchaser or otherwise, and, no contract or transaction entered
into by or on behalf of the Corporation in which a Director is
interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity
for the Corporation (except as Auditor of the Corporation), and he or
his or her firm is entitled to remuneration for professional services
as if he were not a Director.
e) A Director may be or become a director or other officer or employee
of, or otherwise interested in, a corporation or firm in which the
Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or
other benefits received by him as director, officer or employee of, or
from his or her interest in, the other corporation or firm, unless the
shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its
Articles of Incorporation with the Secretary of State, and annually
thereafter on or before the last day of the month in which the
anniversary date of incorporation occurs each year, file the Secretary
of State a list of its president, secretary and treasurer and all of
its Directors, along with the post office box or street address, either
residence or business, and a designation of its resident agent in the
state of Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director
or former Director of the Corporation and the Directors may cause the
Corporation to indemnify a director or former director of a corporation
of which the Corporation is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them including an
amount paid to settle an action or satisfy a judgment inactive criminal
or administrative action or proceeding to which he is or they are made
a party by reason of his or her being or having been a Director of the
Corporation or a director of such corporation, including an action
brought by the Corporation or corporation. Each Director of the
Corporation on being elected or appointed is deemed to have contracted
with the Corporation on the term s of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which the
Corporation is or was a shareholder (notwithstanding that he is also a
Director), and his or her heirs and personal representatives against
all costs, charges and expenses incurred by him or them and resulting
from his or her acting as an officer, employee or agent of the
Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation
(if he is not a full time employee of the Corporation and
notwithstanding that he is also a Director), and his or her respective
heirs and legal representatives against all costs, charges and expenses
incurred by him or them and arising out of the functions assigned to
the Secretary by the Corporation Act or these Articles and each such
Secretary and Assistant Secretary, on being appointed is deemed to have
contracted with the Corporation on the terms of the foregoing
indemnity.
c) The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a
Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the
Corporation is or was a shareholder and his or her heirs or personal
representatives against a liability incurred by him as a Director,
officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
Pinacle Enterprise Inc.
Per:
/s/Olga Kats
----------------------
Olga Kats, Secretary
EX-5
4
pinacleenterprises1ex5.txt
ATTORNEY CONSENT AND OPINION
Exhibit 5
Jody M. Walker
Attorney at Law
7841 South Garfield Way
Centennial, CO 80122
jmwalker85@earthlink.net
Telephone: 303-850-7637 Facsimile: 303-482-2731
June 21, 2011
Pinacle Enterprise, Inc.
Re: Opinion of Counsel - Registration Statement on Form S-1
Gentleman:
I have acted as counsel to Pinacle Enterprise, Inc. in connection with
the preparation and filing of a registration statement on Form S-1.
The registration statement covers the registration under the Securities
Act of 1933 of 1,800,000 common shares on behalf of selling security
holders of Pinacle Enterprise Inc. I have examined the registration
statement, Pinacle Enterprise, Inc.'s articles of incorporation and
bylaws, as amended, and minutes of meetings of its board of directors.
Based upon the foregoing, and assuming that the common shares have been
and that Pinacle Enterprise, Inc. will fully comply with all applicable
securities laws involved under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated pursuant to said Acts, and in those states or
foreign jurisdictions in which common shares have been and may be sold,
I am of the opinion that the common shares will, when sold, be legally
issued, fully paid and non-assessable.
This opinion opines upon Nevada law, including the Nevada Constitution,
all applicable provisions of the statutory provisions, and reported
judicial decisions interpreting those laws.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on my knowledge of the law and facts as of the
date of the registration statement's effectiveness.
This opinion does not address or relate to any specific state
securities laws. I assume no duty to communicate with Pinacle
Enterprise, Inc. in respect to any matter that comes to my attention
after the date of effectiveness of the registration statement.
CONSENT
I consent to the use of this opinion as an exhibit to the registration
statement and to the reference to my firm in the prospectus that is
made a part of the registration statement.
Very truly yours,
/s/ Jody M. Walker
-----------------------
Jody M. Walker
Attorney-At-Law
EX-10
5
pinacleenterprises1ex10-1.txt
REFERRAL AGREEMENT
REFERRAL AGREEMENT
THE PARTIES TO THIS AGREEMENT ARE:
The Agent: Vitaliy Akinov
Nufnermarh 4C BardDuben
04849 Germany
The Company: Pinacle Enterprise, Inc.
Ctunnersdorfer Str. 28
Luprig Germany 04318
Whereas the Agent may from time to time refer potential customers to
the Company for a referral fee.
The Parties agree to the following:
1. The referral fee shall be calculated as fie per cent (5%) of the
net value of services sold by the Company as a direct result of a
referral. Net value shall exclude refunds and payments not honored by
a financial institution. Subsequent sales of goods or services to the
referred customer shall not be subject to a referral fee except where
such subsequent purchase is the direct result of a repeat referral.
2. Upon reconciliation of referral fees due, the Agent shall issue an
invoice to the Company and payment shall be affected within thirty (3)
days of submission of said invoice.
3. Please of advertisements and referral methods for the Company are
at the sole discretion of the Agent. However, in order to solicit
sales, the Agent shall not make promises or issue any warranty either
expressed or implied pertaining to the goods or services offered by the
Company unless authorized in writing by the Company to do so.
4. The relationship between the parties shall at all times be that of
independent contractors. No employment, partnership or joint venture
relationship is formed by this referral agreement and at no time may
the Agent position itself as affiliated to the Company, except as an
independent referrer. In view of this independent relationship the
Agent shall not enter into any agreements on behalf of the Company,
shall make no warranty either expressed or implied on behalf of the
Company and shall not incur any expenses on behalf of the Company.
5. This referral agreement does not grant exclusive rights to the
Agent to act as referrer on behalf of the Company and the Agent shall
have no rights under any other agreements entered into by the Company
with other Agents.
7. Either party may terminate this referral agreement at any time by
giving the other party ten (10) days prior written notice. Upon
termination by either party all outstanding referral fees due to the
Agent at that time shall be settled in full within thirty (30) days.
8. Each party shall indemnify, defend and hold the other party (and
any other relation to the other party) harmless against any and all
claims of whatsoever nature arising from misrepresentation, default,
misconduct, failure to perform or any other act related to this
agreement.
10. This agreement constitutes the whole agreement between the parties
and any alteration must be in writing and signed by both parties.
Signed at Ctunnersdorfer on this 25 day of March 2011.
/s/Vitaliy Akinov
-------------------------------
Agent
/s/Mikhail Kats
--------------------------------
Company signatory - President
Both signatories duly warrant their authority to sign this agreement.
EX-23
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pinacleenterprises1ex23.txt
AUDITOR'S CONSENT
[Letterhead of Silberstein Ungar, PLLC]
June 21, 2011
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Pinacle Enterprise, Inc.
To Whom It May Concern:
Siberstein Ungar, PLLC hereby consents to the use in the Form S-1
Registration Statement under the Securities Act of 1933, filed by
Pinacle Enterprise, Inc. of our report dated March 14, 2011, relating
to the financial statements of Pinacle Enterprise, Inc., as of and for
the period ending January 31, 2011, and the reference to us under the
caption "Experts".
Sincerely,
/s/ Silberstein Ungar, PLLC
-----------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
{00041849.DOC;1}