0001161697-11-000907.txt : 20120104 0001161697-11-000907.hdr.sgml : 20120104 20111012165430 ACCESSION NUMBER: 0001161697-11-000907 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111012 DATE AS OF CHANGE: 20111101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ShopEye, Inc. CENTRAL INDEX KEY: 0001525896 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 352411642 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-176098 FILM NUMBER: 111137989 BUSINESS ADDRESS: STREET 1: 9866 OAKPLACE EAST CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: 916-337-8936 MAIL ADDRESS: STREET 1: 9866 OAKPLACE EAST CITY: FOLSOM STATE: CA ZIP: 95630 S-1/A 1 s-1.htm FORM S-1/A AMENDMENT NO. 3 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM S-1/A
                                Amendment No. 3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ShopEye, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

                                    Florida
                                    -------
         (State or other jurisdiction of incorporation or organization)

                                      7372
                                      ----
            (Primary Standard Industrial Classification Code Number)

                                   35-2411642
                                   ----------
                    (I.R.S. Employer Identification Number)

                                  Chris Marsh
                      9866 Oakplace East, Folsom, CA 95630
                                 (916) 337-8936
                      ------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

 As soon as practicable after the effective date of this registration statement
 ------------------------------------------------------------------------------
       (Approximate date of commencement of proposed sale to the public)

This is the initial public offering of the Company's common stock.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [ ]                        Accelerated filer         [ ]
Non-accelerated filer   [ ]                        Smaller reporting Company [X]
(Do not check if a smaller reporting Company)




                        CALCULATION OF REGISTRATION FEE

Title of Each                       Proposed         Proposed
  Class of           Amount          Maximum          Maximum         Amount of
Securities to        to be       Offering Price      Aggregate      Registration
be Registered    Registered(1)     Per Unit(2)    Offering Price        Fee(3)
-------------    -------------   --------------   --------------    ------------
Common Stock
by Company         3,000,000          $0.01           $30,000           $3.48

(1) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $15,000.

(2) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(3) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

                                       ii



              PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO.   DOCUMENT DESCRIPTION
-----------   --------------------

3.1           Articles of Incorporation of ShopEye, Inc.*

3.2           Bylaws of ShopEye, Inc.*

4.1           Specimen Stock Certificate of ShopEye, Inc.*

5.1           Opinion of Counsel.

14.1          Code of Business Conduct and Ethics.*

23.1          Consent of Accountants.*

23.2          Consent of Counsel (included in Exhibit 5.1).*

99.1          Subscription Documents and Procedure of ShopEye, Inc.*
-----------
* previously filed

(B) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1 Articles of Incorporation of ShopEye, Inc.
EXHIBIT 3.2 Bylaws of ShopEye, Inc.
EXHIBIT 4.1 Specimen Stock Certificate of ShopEye, Inc.
EXHIBIT 5.1 Opinion of Counsel.
EXHIBIT 14.1 Code of Business Conduct and Ethics.
EXHIBIT 23.1 Consent of Accountants
EXHIBIT 23.2 Consent of Counsel.
EXHIBIT 99.1 Subscription Documents and Procedure of ShopEye, Inc.

                                      II-1



                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the State of California
on October 12, 2011.

ShopEye, Inc.

/s/ Chris Marsh
---------------
Chris Marsh
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Chris Marsh, as his true and lawful attorney-in-fact
and agent with full power of substitution and restitution, for him and in his
name, place and stead, in any and all capacities to sign this Registration
Statement and any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue thereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated.

/s/ Chris Marsh                      October 12, 2011
---------------
Chris Marsh
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

                                      II-2
EX-5 3 ex_5-1.txt OPINION OF COUNSEL EXHIBITS 5.1 and 23.2 SCHNEIDER WEINBERGER LLP 2200 Corporate Boulevard, N.W., Suite 210 Boca Raton, Florida 33432 October 12, 2011 ShopEye, Inc. 9866 Oakplace East Folsom, California 95630 RE: Registration Statement on Form S-1 (the "Registration Statement") of ShopEye, Inc., a Florida corporation (the "Company") Ladies and Gentlemen: This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 3,000,000 shares of the Company's common stock (the "Registerable Shares") as described in the Registration Statement. We have not represented the Company in relation to the filing and processing of the Registration Statement. Our relationship to the Company and the above filing is limited to evaluating and rendering the opinion provided below as to the status of the Registerable Shares. In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company authorizing the issuance of the Registerable Shares; (c) the Registration Statement and the exhibits thereto; (d) the agreements, instruments and documents pursuant to which the Registerable Shares are to be issued; and (e) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of the President of the Company as to the bona fides of the corporate minutes and form of stock certificate and the absence of any documents or actions which would qualify or contradict any of the aforementioned documents. Based upon and subject to the foregoing, we are of the opinion that the Registerable Shares are validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. Sincerely, /s/ SCHNEIDER WEINBERGER LLP Schneider Weinberger LLP CORRESP 4 filename4.txt October 12, 2011 Via EDGAR Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Ryan Houseal, Attorney-Advisor RE: SHOPEYE, INC. AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-1 FILED AUGUST 5, 2011 FILE NO. 333-176098 Mr. Houseal: The undersigned registrant hereby requests acceleration of the effective date of the above-captioned Registration Statement to Thursday, October 13, 2011 by 5:00PM, Eastern Standard Time, or as soon thereafter as is practicable. The undersigned registrant acknowledges that: o Should the Securities and Exchange Commission (The "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with the respect to the filling: o The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and o The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The undersigned also acknowledges to the Staff its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. Sincerely, /s/ Chris Marsh Chris Marsh Chief Executive Officer Enclosure