As filed with the Securities and Exchange Commission on September 5, 2013
Registration No. _______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AppYea, Inc.
(Exact name of registrant as specified in its charter)
South Dakota
(State or other jurisdiction of incorporation)
7371
(Primary Standard Industrial Classification Code Number)
46-1496846
(IRS Employer Identification No.)
777 Main Street, Suite 600, Fort Worth, TX 76102
(817)-887-8142
(Address and telephone number of registrant’s principal executive offices)
Jackie Williams, President
777 Main Street, Suite 600, Fort Worth, TX 76102
(855)-927-7932
(Name, address and telephone number of agent for service)
Copies of all communications to:
Bart and Associates, LLC
Kenneth Bart, Esq.
8400 East Prentice Avenue, Suite 1500, Greenwood Village, CO 80111
Telephone 720-226-7511
Fax 303-745-1880
Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement as determined by market conditions and other factors.
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, 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.
| Large accelerated filer ¨ | Accelerated Filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
| Title of Each Class Of Securities to be Registered | Amount to be Registered (2) | Proposed Maximum Aggregate Offering Price per share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration fee (1) | ||||||||||||
| Common Stock, par value $0.0001 to be sold by the selling Shareholders | 699,444 | $ | 0.50 | $ | 349,722 | $ | 47.70 | |||||||||
| Total | 699,444 | $ | 0.50 | $ | 349,722 | $ | 47.70 | |||||||||
| (1) | Registration Fee has been paid via Fedwire. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to 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 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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. The Company 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.
The date of this Prospectus is September 5, 2013
Prospectus
AppYea, Inc.
699,444 Shares of Common Stock
Par Value $0.0001 per share
No Minimum
This prospectus relates to the offering by the selling stockholders of Appyea, Inc. of up to 699,444 shares of its Common Stock, par value $0.0001 per share. Currently, there is no market for our securities. The Company will not receive any proceeds from the sale of common stock. The selling stockholders have advised us that they will sell the shares of common stock being registered from time to time in private transactions to other individuals, at the initial offering price of $0.50, which was determined arbitrarily by the Company and bears no relationship to the Company's assets, book value, potential earnings or any other recognized criteria of value, until the shares are quoted on the Over the Counter Bulletin Board (“OTCBB”) or national securities exchange, and thereafter at prevailing market prices,in privately negotiated transactions or otherwise as described under the section of this prospectus titled “Plan of Distribution”. To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market in our common stock. While the Company plans to have its shares quoted on the OTCBB there is no assurance that its shares will be approved for quotation on the OTCBB or on any other quotation service or exchange.
You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone to provide you with different information.
AppYea, Inc. is a development stage company that is currently generating minimal revenue. The Company has had recurring losses from operations since Inception (November 26, 2012) and our auditors have raised questions about our ability to continue as a going concern. Any investment in the shares offered herein involves a high degree of risk. One should purchase shares only if one can afford a complete loss of one’s investment.
The Company will not receive any proceeds from the sale of common stock.
There is no current market for the securities. Although the registrant’s common stock has a par value of $0.0001, the registrant has valued the common stock in good faith and for the purposes of the registration fee, based on $0.50 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 7.
Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
| Page No. | |
| SUMMARY OF PROSPECTUS | 1 |
| RISK FACTORS | 3 |
| FORWARD LOOKING STATEMENTS | 10 |
| USE OF PROCEEDS | 11 |
| DETERMINATION OF OFFERING PRICE | 11 |
| DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES | 11 |
| SELLING SHAREHOLDERS | 12 |
| PLAN OF DISTRIBUTION | 14 |
| DESCRIPTION OF SECURITIES | 15 |
| INTEREST OF NAMED EXPERTS AND COUNSEL | 16 |
| DESCRIPTION OF OUR BUSINESS | 16 |
| DESCRIPTION OF PROPERTY | 19 |
| LEGAL PROCEEDINGS | 19 |
| MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 20 |
| MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 21 |
| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE | 23 |
| DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS | 23 |
| EXECUTIVE COMPENSATION | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS | 27 |
| INDEMNIFICATION | 27 |
| AVAILABLE INFORMATION | 27 |
| FINANCIAL STATEMENTS | 28 |
APPYEA, INC.
SUMMARY OF PROSPECTUS
One should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," the “Company” and “AppYea” refer to AppYea, Inc.
General Information about Our Company
AppYea, Inc. (“AppYea”) was incorporated in the State of South Dakota on November 26, 2012. AppYea, Inc. is engaged in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.
The Company’s current business plans include marketing its current mobile applications, as well as expanding its mobile application portfolio through the acquisition of third party mobile applications and mobile applications development companies. The Company derives revenue by way of the sale of its developed and acquired mobile applications.
The administrative office of the Company is located at 777 Main Street, Suite 600, Forth Worth, TX 76102. The Company plans to use these offices until it requires larger space. The Company’s fiscal year end is June 30th. The Company has not been subject to any bankruptcy, receivership or similar proceeding.
The Offering
Following is a brief summary of this offering. Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.
| Securities Being Offered | |
| by the Selling Shareholders: | 699,444 shares of common stock, par value $0.0001, |
| Offering Price per Share: | $0.50 |
| Offering Period: | The shares may be sold from time to time by the selling shareholders, upon the effectiveness of this Registration Statement |
| Net Proceeds to Our Company: | The Company will not receive any proceeds from the sale of common stock offered by this Prospectus. |
| Number of Shares Outstanding | 2,299,444 |
| As of the date of this Prospectus: | |
| Number of Shares Outstanding | |
| After the Offering: | 2,299,444 |
The Company officers, directors and control persons do not intend to purchase any shares in this offering.
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Selected financial data
The following financial information summarizes the more complete historical financial information at the end of this prospectus. Total Expenses are composed of General and Administrative costs and Professional Fees.
| As of June 30, 2013 | ||||
| Balance Sheet | ||||
| Total Assets | $ | 162,496 | ||
| Total Liabilities | $ | 30,344 | ||
| Stockholders’ Equity | $ | 132,152 | ||
Period from November 26, 2012 (date of Inception) to June 30, 2013 | ||||
| Statement of Operations | ||||
| Revenue | $ | 3,874 | ||
| Total Operating Expenses | $ | 21,211 | ||
| Net Loss | $ | (18,270 | ) | |
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RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. You should carefully consider the risk factors listed below, together with the information contained in this prospectus, any reports we file with the SEC and the documents referred to herein. Following are what is believed are all of the material risks involved if one decides to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
We are an “emerging growth company,” and the reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) The last date of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We will be deemed a large accelerated filer on the first day of the fiscal year after the market value of our common equity held by non-affiliates exceeds $700 million, measured on October 31.
We cannot predict if investors will find our common stock less attractive to the extent we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Because the Company auditors have issued a going concern opinion, there is a substantial uncertainty that it will continue operations in which case one could lose one’s investment.
The auditors have issued a going concern opinion because the Company has incurred losses from operations since Inception (November 26, 2012) and currently does not have sufficient available funding to fully implement its business plan. This means that there is substantial doubt that it can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about its ability to continue in business. As such it may have to cease operations and you could lose your entire investment.
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Our Officers and Directors have limited public company experience. The Company’s needs could exceed the amount of time or level of experience they may have. This could result in their inability to properly manage Company affairs, resulting in it remaining a start-up company with no revenues or profits, which could cause the loss of one’s entire investment.
The Company business plan does not provide for the hiring of any additional employees other than outlined in its Plan of Operations until sales will support the expense. Until that time the responsibility of developing the Company’s business, the offering and selling of the shares through this prospectus and fulfilling the reporting requirements of a public company all fall upon the three officers and two directors. While Jackie Williams has over 21 years of management experience in a large product distribution company, none of our officers and directors have experience in a public company setting, including serving as a principal accounting officer or principal financial officer. Further, they have no experience in complying with the various rules and regulations which are required of a public company, and as a result, they may not be able to operate successfully as a public company, even if the Company’s operations are successful. While each of the Company’s officers and directors will use their best judgments to resolve all potential conflicts, there is no formulated plan to resolve any possible conflict of interest with their other business activities, and we cannot guarantee that any potential conflicts can be avoided. In the event they are unable to fulfill any aspect of their duties to the Company it may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of its business.
Since it is a development stage company, that has generated no significant revenues and lacks an operating history, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if the company is unsuccessful in its business plans.
This Company was incorporated in November 2012; it has focused all of its efforts on the development of its product and it has generated minimal revenue. There is no operating history upon which an evaluation of its future prospects can be made. Based upon current plans, the Company expects to incur operating losses in future periods as it incurs significant expenses associated with the initial startup of its business. Further, there is no guarantee that it will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of its business or force the company to seek additional capital through loans or additional sales of its equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.
Since the Company has shown a net loss since Inception (November 26, 2012), an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if the Company is unsuccessful in its business plans.
Based upon current plans, the Company expects to incur operating losses in future periods as it incurs significant expenses associated with the growth of its business. Further, there is no guarantee that it will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of its business or force the company to seek additional capital through loans or additional sales of its equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.
The Company cannot guarantee that it will continue to generate revenues which could result in a total loss of your investment if it is unsuccessful in its business plans.
While the Company has generated limited revenues, which are reported in the financial statements included in this Prospectus, there can be no assurance that it will continue to generate revenues or that revenues will be sufficient to maintain its business. As a result, one could lose all of one’s investment if the Company is not successful in its proposed business plans.
Growth and development of operations will depend on the acceptance of the Company’s proposed business. If the Company’s services are not deemed desirable and suitable for purchase and it cannot establish a customer base, it may not be able to generate future revenues, which would result in a failure of the business and a loss of any investment one makes in the shares.
The acceptance of the Company’s products for its customers is critically important to its success. The Company cannot be certain that the services that it will be offering will be appealing and as a result there may not be any demand for these products and its sales could be limited and it may never realize any revenues. In addition, there are no assurances that if it alters or changes the products it offers in the future that the demand for these new products will develop and this could adversely affect our business and any possible revenues.
| 4 |
If demand for the services the Company plans to offer slows, then its business would be materially affected, which could result in the loss of your entire investment.
Demand for the services which it intends to sell depends on many factors, including:
| • | the number of clients the Company is able to attract and retain over time. |
| • | the economy, and in periods of rapidly declining economic conditions, customers may defer services such as ours in order to pay secured debts or debts that must be made in order to remain solvent. |
| • | the competitive environment in the mobile application market that may force it to reduce prices below its desired pricing level or increase promotional spending. |
| • | the ability to anticipate changes in consumer preferences and to meet customers’ needs in a timely cost effective manner. |
For the long term, demand for the products it plans to offer may be affected by:
| • | the ability to establish, maintain and eventually grow market share in a competitive environment. |
| • | delivery of its information globally, geopolitical changes, changes in trading regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase the cost of items it purchases, create communication issues or render product delivery difficult which could have a material adverse effect on its sales and profitability. |
All of these factors could result in immediate and longer term declines in the demand for the services it plans to offer, which could adversely affect its sales, cash flows and overall financial condition. An investor could lose his or her entire investment as a result.
The loss of the services of the current officers and directors could severely impact the Company business operations and future development, which could result in a loss of revenues and one’s ability to ever sell any shares one purchases in this offering.
The performance of the Company is substantially dependent upon the professional expertise of the current officers and board of directors. The Company is dependent on their abilities to develop its business. If they are unable to perform their duties, this could have an adverse effect on Company business operations, financial condition and operating results if it is unable to replace them with other individuals qualified to develop and market its business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering as well as the complete loss of your investment.
The Company may not be able to successfully implement its business strategy, which could adversely affect its business, financial condition, results of operations and cash flows. If the Company cannot successfully implement its business strategy, it could result in the loss of your investment.
Successful implementation of its business strategy depends on numerous factors that may be beyond its control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow:
| · | The competitive environment in the mobile application industry that may force us to reduce prices below the optimal pricing level or increase promotional spending; |
| · | Its ability to anticipate changes in consumer preferences and to meet customers’ needs for app products in a timely cost effective manner; and |
| · | Its ability to establish, maintain and eventually grow market share in a competitive environment. |
| 5 |
There are no substantial barriers to entry into the industry and because the company does not currently have any copyright protection for the services it intends to sell, there is no guarantee someone else will not duplicate its ideas and bring them to market before it does, which could severely limit the Company proposed sales and revenues. If the Company cannot generate sales and revenues, it could result in the loss of your investment.
Since it has no intellectual property protection, unauthorized persons may attempt to copy aspects of its business, including its services or marketing materials. Any encroachment upon the Company corporate information, including the unauthorized use of its brand name, the use of a similar name by a competing company or a lawsuit initiated against it for infringement upon another company's proprietary information or improper use of their copyright, may affect its ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on its business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce the company intellectual property rights, to protect its trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm its business operations and/or results of operations. As a result, an investor could lose his or her entire investment.
As the Company intends to be conducting international business transactions, it will be exposed to local business risks in different countries, which could have a material adverse effect on its financial condition or results of operations, which could result in the loss of your investment.
The Company intends to promote and sell some of its products internationally by way of using mobile application online stores, and we expect to have customers in multiple countries. The Company international operations will be subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to:
| • | new and different legal and regulatory requirements in local jurisdictions; |
| • | potentially adverse tax consequences, including imposition or increase of taxes on transactions or withholding and other taxes on remittances and other payments by subsidiaries; |
| • | risk of nationalization of private enterprises by foreign governments; |
| • | legal restrictions on doing business in or with certain nations, certain parties and/or certain products; and |
| • | local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability. |
It may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner in the locations where it will do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on its base operations and upon its financial condition and results of operations.
Since its services will be available over the Internet in foreign countries and the Company will have customers residing in foreign countries, foreign jurisdictions may require it to qualify to do business in their country. It will be required to comply with certain laws and regulations of each country in which it conducts business, including laws and regulations currently in place or which may be enacted related to Internet services available to the residents of each country from online sites located elsewhere.
The Company’s operations in developing markets could expose it to political, economic and regulatory risks that are greater than those it may face in established markets. Further, its international operations may require it to comply with additional United States and international regulations. If the Company fails to comply with the required domestic and international regulations or violates any such regulations, it may not be able to generate sales and revenue necessary to continue its business plans, which could result in the loss of your investment.
For example, it may be required to comply with the Foreign Corrupt Practices Act, or "FCPA," which prohibits companies or their agents and employees from providing anything of value to a foreign official or agent thereof for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. The Company may operate in some nations that have experienced significant levels of governmental corruption. Its employees, agents and contractors, including companies to which it outsources business operations, may take actions in violation of its policies and legal requirements. Such violations, even if prohibited by its policies and procedures, could have an adverse effect on its business and reputation. Any failure by the Company to ensure that its employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on its ability to conduct business in certain foreign jurisdictions, and its results of operations and financial condition could be materially and adversely affected. Finally, any additional regulatory requirements put in place by the United States or any foreign country in which the Company operates may expose the company to additional liability, and require the Company to comply with complex and time consuming regulations.
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Failure of third-party service providers upon which we rely could adversely affect our business and result in the loss of your investment.
The Company may rely on certain third-party service providers, including data centers, call centers, direct posts, aggregators, publishers, insurance carriers, insurance agencies, back-office systems, Internet and wireless service providers and communications facilities. Any interruption in these third-party services, or deterioration in their performance or quality, could adversely affect our business. If its arrangement with any third party is terminated, it may not be able to find alternative systems or service providers on a timely basis or on commercially reasonable terms. This could have a material adverse effect on its business, financial condition, results of operations and cash flows.
A Disruption in Online Service Would Cease or Suspend Service to our customers, which could negatively affect our business, customer base, sales, revenue, and could result in the loss of your investment
The Company cannot guarantee that its apps will operate without interruption or error. The Company is bound only by a best efforts obligation as regards the operation and continuity of service. Although it is not to be liable for the alteration or fraudulent access to data and/or accidental transmission through viruses or other harmful conduct in connection with the use of its products and services, disruption of its online service would adversely affect its business, financial conditions, results of operations and cash flows.
RISKS ASSOCIATED WITH THIS OFFERING:
The Offering Price of the Company Shares is arbitrary, so there is no guarantee that the price at which you have purchased your shares will remain the same. A significant decrease in the price of our shares could result in the loss of your investment.
The offering price of the Company’s shares has been determined arbitrarily by the Company and bears no relationship to the Company's assets, book value, potential earnings or any other recognized criteria of value.
The trading in the Company shares will be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a “penny stock.” The effective result is that fewer purchasers are qualified by their brokers to purchase its shares, and therefore a less liquid market for the investors to sell their shares. Therefore, you may have a difficult time selling your shares, or you may not be able to sell your shares at all, which could result in the loss of your investment.
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, 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 spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult or impossible for you to resell any shares you may purchase.
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Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering, which could result in the loss of your investment.
There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement to file an application to have our shares quoted on the OTC Electronic Bulletin Board (OTCBB), however, there is no guarantee that a trading market will ever develop. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. The Company cannot guarantee that our application will be accepted or approved or that its stock will be quoted for sale. As of the date of this filing, there have been no discussions or understandings between AppYea, Inc. or anyone acting on its behalf with any market maker regarding participation in a future trading market for its securities. If no market is ever developed for our common stock, it will be difficult or impossible for you to sell any shares you purchase in this offering. In such case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if the Company fails to have its common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
You will incur immediate and substantial dilution of the price you pay for your shares, which could affect the overall monetary value of your shares. If the value of your shares significantly decreases, you could lose your investment.
Any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.50 you pay for them. Upon completion of the offering, the net tangible book value of your shares will be $0.06 per share, $0.44 less than what you paid for them.
The Compan’sy officers and directors will continue to exercise significant control over our operations, which means as a minority stockholder, you would have no control over certain matters requiring stockholder approval that could affect your ability to ever resell any of your shares. If you are not able to resell any shares, it may result in the loss of your investment.
Our executive officers and directors will continue to have a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of significant corporate transactions, changes in control of the Company or other matters that could affect your ability to ever resell your shares. Their interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders.
We may never pay dividends to shareholders, which could reduce the monetary gain you may realize on your investment.
We have not declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.
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Because our common stock is not registered under the Exchange Act, we will not be subject to the federal proxy rules and our directors, executive offices and 10% beneficial holders will not be subject to section 16 of the Exchange Act. In addition, 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 stock is not registered under the Exchange Act, and we it do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we ha, after the last day of our fiscal year, more than 500 shareholders of record, in accordance with Section 12(g) of the Exchange Act; as of June 30, 2013 we have 59 shareholders of record). As long as our common stock is 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 SEC a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, 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 periodic reports and any registration statements on Form S-1 we file. Furthermore, so long as our common stock is 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.
Although we expects to apply for quotation on the OTC bulletin board (OTCBB), we may not be approved, and even if approved, we may not be approved for trading on the OTCBB; therefore shareholders may not have a market to sell their shares, either in the near term or in the long term, or both.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plans to contact a market maker immediately following this registration statement on Form S-1 being declared effective and apply to have the shares quoted on the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. If our application is rejected, our stock may then be traded on the "Pink Sheets," and the market for resale of our shares would decrease dramatically, if not be eliminated. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fails to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
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FORWARD LOOKING STATEMENTS
This Prospectus contains projections and statements relating to the Company that constitute “forward-looking statements.” These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “intends,” “believes,” “anticipates,” “expects,” “estimates,” “may,” “will,” “might,” “outlook,” “could,” “would,” “pursue,” “target,” “project,” “plan,” “seek,” “should,” “assume,” or similar terms or the negatives thereof. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:
| · | trends affecting the Company’s financial condition, results of operations or future prospects |
| · | the Company’s business and growth strategies |
| · | the Company’s financing plans and forecasts |
| · | the factors that we expect to contribute to our success and the Company’s ability to be successful in the future |
| · | the Company’s business model and strategy for realizing positive results when sales begin |
| · | competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes; |
| · | expenses |
| · | the Company’s expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on its financial results |
| · | the Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects |
| · | the Company’s ability to pay dividends or to pay any specific rate of dividends, if declared |
| · | the impact of new accounting pronouncements on its financial statements |
| · | that the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months |
| · | the Company’s market risk exposure and efforts to minimize risk |
| · | development opportunities and its ability to successfully take advantage of such opportunities |
| · | regulations, including anticipated taxes, tax credits or tax refunds expected |
| · | the outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements |
| · | the Company’s overall outlook including all statements under Management’s Discussion and Analysis or Plan of Operation |
| · | that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and |
| · | expectations, plans, beliefs, hopes or intentions regarding the future. |
Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation:
| · | the Company’s inability to raise additional funds to support operations if required |
| · | the Company’s inability to effectively manage its growth |
| · | the Company’s inability to achieve greater and broader market acceptance in existing and new market segments |
| · | the Company’s inability to successfully compete against existing and future competitors |
| · | the effects of intense competition that exists in our industry |
| · | the economic downturn and its effect on consumer spending |
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| · | the risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business or lack of growth in our business, may result in significant write-downs or impairments in future periods |
| · | the effects of events adversely impacting the economy or the effects of the current economic recession, war, terrorist or similar activity or disasters |
| · | financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and |
| · | other factors described elsewhere in this Prospectus, or other reasons. |
Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the “Risk Factors” described herein.
USE OF PROCEEDS
This Prospectus relates to the resale of our common stock that may be offered and sold from time to time by the selling shareholders. The Company will not receive any proceeds from the sale of shares of common stock in this offering.
DETERMINATION OF OFFERING PRICE
The offering price of $0.50 per share has been determined arbitrarily by the Directors of the Company. The price does not bear any relationship to the Company’s assets, book value, earnings, or other established criteria for valuing a company. In determining the number of shares to be offered and the offering price the Board of Directors took into consideration capital structure and the amount of money it would need to implement the Company business plans. Accordingly, the offering price should not be considered an indication of the actual value of its securities.
These shares of common stock may be sold by the selling stockholders from time to time in the over-the-counter market or on other national securities exchanges or automated interdealer quotation systems on which our common stock may be listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. The selling stockholders will sell their shares at the initial offering price of $0.50 per share until the shares are traded on the OTC Bulletin Board or a national securities exchange, at which point the selling shareholders may sell the registered shares at the prevailing market price for the shares at the time of sale. We will file a post-effective amendment to this registration statement to reflect a change to the market price when the shares begin trading on a market.
To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market in our common stock. There is no certainty that our shares will be quoted on the OTC Bulletin Board or listed on any exchange.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of the date of this prospectus, the net tangible book value of the Company shares is $132,152 or approximately $0.06 per share, based upon 2,299,444 shares outstanding.
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Upon the sale of shares offered hereby, the net tangible book value of the Shares held by our existing stockholders will not be increased . However the purchasers of Shares will incur immediate dilution (a reduction in net tangible book value per Share from the offering price of $0.50 per Share) of $(0.44) per share.
The following tables illustrate the per share dilution to the new investors and does not give any effect to the results of any operations subsequent to March 31, 2013:
| Public Offering Price per Share | $ | 0.50 | ||
| Net Tangible Book Value Prior to this Offering | $ | 0.06 | ||
| Immediate Dilution per Share to New Investors | $ | (0.44 | ) |
SELLING SHAREHOLDERS
The following table sets forth the shares beneficially owned, as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus, the number of shares each selling stockholder is offering by this prospectus and the number of shares which each selling stockholder would own beneficially if all such offered shares are sold. None of the selling stockholders is known to us to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. The selling security holders are under no obligation to sell all or any portion of the shares listed below.
Acquisition of Shares by Selling Shareholders
On November 19, 2012, the Company issued 40,000 shares to Edouard Prous at a price of $0.0001 per share
On November 19, 2012, the Company issued 40,000 shares to Jack Williams Sr. at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 shares to Zachary Williams at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 shares to Jeff Young at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 shares to Dewayne Horton at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 shares to Peter Dunne at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 shares to Patrick O’Neal at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 shares to Chris Addison at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 shares to Jason Lehmann at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 shares to Wes Shook at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 shares to Rick Reese at a price of $0.0001 per share.
Dewayne Horton, Wes Shook and Rick Reese also each acquired an additional 2,000 shares pursuant to the below described Regulation D, Rule 505 offering at a price of $0.50 per share.
Chris Addison also acquired an additional 5,000 shares pursuant to the below described Regulation D, Rule 505 offering at a price of $0.50 per share.
Such other shareholders listed below include the holders of shares sold in a Regulation D, Rule 505 offering of 299,444 shares completed on June 6, 2013 at an offering price of $0.50 per share, which resulted in total proceeds of $119,722, with 40,000 of the shares being issued to Catalina Ventures as part of a $20,000 asset acquisition and 20,000 of the shares being issued to Mike Flynn pursuant to a $10,000 debt conversion.
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| Name (1) | Shares Beneficially Owned Prior to Offering | Shares to be Sold (2) | Shares Beneficially Owned After Offering | Percent Beneficially Owned After Offering | ||||||||||||
| Edouard Prous | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Jack Williams Sr. | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Zachary Williams, | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Jeff Young | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Dewayne Horton | 32,000 | 32,000 | 0 | 0 | ||||||||||||
| Peter Dunne | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Patrick ONeal | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Chris Addison | 35,000 | 35,000 | 0 | 0 | ||||||||||||
| Jason Lehmann | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Wes Shook | 32,000 | 32,000 | 0 | 0 | ||||||||||||
| Rick Reese | 32,000 | 32,000 | 0 | 0 | ||||||||||||
| Catalina Ventures, Inc.(3) | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| Monte Coon | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Joe Rentfrow | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| John Beam Jr. | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Devin Beavers | 14,000 | 14,000 | 0 | 0 | ||||||||||||
| Johnny Sliva | 5,000 | 5,000 | 0 | 0 | ||||||||||||
| Aaron Pattenaude | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Tim Feldman | 10,000 | 10,000 | 0 | 0 | ||||||||||||
| Heath Barker | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Jacob Perez | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Tony Dressell | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| David Wood | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Miguel Castillo | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Melinda Ivy | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Tye Gilpin | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Bob Hopper | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Terry Smith | 6,000 | 6,000 | 0 | 0 | ||||||||||||
| Brad Phelps | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Tom Franklin | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Wesley Moss | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| David Cruz | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Randy Horton | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Jon Thompson | 6,000 | 6,000 | 0 | 0 | ||||||||||||
| Devin Beavers | 25,000 | 25,000 | 0 | 0 | ||||||||||||
| Ben Vestal | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Mark Snowden | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| JM & A Enterprises, LP(4) | 4,444 | 4,444 | 0 | 0 | ||||||||||||
| Jon Johnson | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Steve Barrons | 10,000 | 10,000 | 0 | 0 | ||||||||||||
| John Robinson | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Beau Moody | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Jason Phillips | 10,000 | 10,000 | 0 | 0 | ||||||||||||
| Monte Dirickson | 5,000 | 5,000 | 0 | 0 | ||||||||||||
| James Prince | 5,000 | 5,000 | 0 | 0 | ||||||||||||
| Frank Williams | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Steve Beeson | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Jeff Froboese | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Alfredo Zapata | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Daniel Gostylo | 6,000 | 6,000 | 0 | 0 | ||||||||||||
| Gary Addison | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Randy Kennedy | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Jesse Leo Morgon | 40,000 | 40,000 | 0 | 0 | ||||||||||||
| James & Kathryn Atchinson | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Kim Andersen | 2,000 | 2,000 | 0 | 0 | ||||||||||||
| Rory Grissom | 4,000 | 4,000 | 0 | 0 | ||||||||||||
| Mike Flynn | 20,000 | 20,000 | 0 | 0 | ||||||||||||
| Total | 699,444 | 699,444 | ||||||||||||||
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(1) All shares are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling stockholders is provided as of June 30, 2013, based upon information provided by the selling shareholders or otherwise known to us
(2) Assumes the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.
(3) Catalina Ventures, Inc. is owned by Scott O’Neal.
(4) JM & A Enterprises, LP is owned by Stacy Butler.
PLAN OF DISTRIBUTION
Shares Offered by the Selling Stockholders
The selling security holders may sell some or all of their shares from time to time at a fixed price of $0.50 per share until our shares are quoted on the OTCBB and thereafter at fixed prices, prevailing market prices at the time of sale, at varying prices determined at the time of sale, or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. As of the date of this Prospectus, our common stock is not listed on a public exchange. Upon the effectiveness of this Registration Statement, the Company plans to contact a market maker to obtain a listing on the OTCBB. In order to be quoted on the OTCBB, a market maker must file an application on its behalf in order to make a market for the Company’s common stock. There can be no assurance that a market maker shall agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that our shares will be quoted on any exchange.
Once a market has been developed for the Company’s common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
| o | ordinary brokers transactions, which may include long or short sales, |
| o | transactions involving cross or block trades on any securities or market where our common stock is trading, |
| o | through direct sales to purchasers or sales effected through agents, |
| o | through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or |
exchange listed or otherwise), or
| o | any combination of the foregoing. The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. |
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Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor the Board Directors of the Company can presently estimate the amount of such compensation. It knows of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. The company will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. The Company has agreed to bear the expenses of the registration of the shares, including legal and accounting fees.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.
Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. None of the selling stockholders who are affiliates of broker-dealers, other than the initial purchasers in private transactions, purchased the shares of common stock outside of the ordinary course of business or, at the time of the purchase of the common stock, had any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities.
We are paying all fees and expenses incident to the registration of the shares of common stock. Except as provided for indemnification of the selling stockholders, we are not obligated to pay any of the expenses of any attorney or other advisor engaged by a selling stockholder. We have not agreed to indemnify any selling stockholders against losses, claims, damages and liabilities, including liabilities under the Securities Act.
If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.
The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholders, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in passive market-making activities with respect to the shares of common stock. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our common stock in the secondary market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
DESCRIPTION OF SECURITIES
Common Stock
The Company’s authorized capital stock consists of 750,000,000 shares of common stock, par value $0.0001 per share. The holders of Company common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by its Board of Directors; (ii) are entitled to share in all of its assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of its affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. As of the date of this prospectus, there are 2,299,444 shares of Common stock issued and outstanding.
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Preferred Stock
The Company has authorized 5,000,000 shares of Preferred Stock, Par Value $0.0001. As of the date of this Prospectus, there are 5,000,000 shares of Preferred Stock outstanding. Each convertible preferred share is convertible into 100 shares of common stock and has the voting rights of 1,000 share of common stock.
Voting Rights
Directors of the Company are elected at the annual meeting of stockholders by a plurality of the votes cast at the election. Holders of shares of the Company’s 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 such event, the holders of the remaining shares will not be able to elect any of its directors. Stockholders have no pre-emptive rights.
Cash Dividends
As of the date of this prospectus, the Company has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings of the Company, if any, its capital requirements and financial position, the general economic conditions, and other pertinent conditions. It is the Company’s present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in its business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.
The audited financial statements and the related statements of operations, stockholders’ equity and cash flows for the period from Inception (November 26, 2012) to June 30, 2013 and the audited financial statements and the related statements of operations, stockholders’ equity and cash flows for the period from Inception (November 26, 2012) to June 30, 2013, included in this prospectus have been audited by Cutler & Co., LLC. Included are the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.
The Law Office of Bart and Associates, LLC has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.
DESCRIPTION OF OUR BUSINESS
Executive Summary
AppYea, Inc. (“AppYea”) was incorporated in the State of South Dakota on November 26, 2012. AppYea, Inc. is engaged in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.
On November 26, 2012, Jackie Williams was appointed as the sole director, chairman of the board and President of the Company.
The Company is a development stage company that is generating minimal revenues. The Company does not consider itself to be a blank check company as defined in Rule 419 of Regulation C of the Securities Act of 1933. Based upon the above, the Company believes it is not within the scope of Rule 419.
The Company has not been subject to any bankruptcy, receivership or similar proceeding.
Because its business is customer-driven, its revenue requirements will be reviewed and adjusted based on sales. The costs associated with operating as a public company are included in its budget. Management will be responsible for the preparation of much of the required documents to keep the costs to a minimum.
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The Company has been issued an opinion by our auditors that raised substantial doubt about its ability to continue as a going concern based on its current financial position. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, its revenue generation and/or issuance of common shares.
Principal products and their markets
Our Company’s primary products are mobile applications. Our Company develops internal mobile applications and also acquires existing profitable mobile applications (“apps”), in order to build a diverse portfolio of apps that will service a wide range of industries and consumers. The Company plans to acquire apps that are currently in development, as well as apps that are ready to be presented to the public. By purchasing existing small but profitable application development companies, AppYea aims to considerably cut the time to the market for introducing apps, which based on the Company’s experience, is approximately six months. The Company intends to market and sell its developed and acquired apps under its own name. The Company’s target customers vary widely, due to the numerous types of apps that are currently available. Below, our current business strategy and plan are detailed in an effort to explain the methods by which our company generates revenue.
Source Code Assets
On February 1, 2013, the Company acquired a portfolio of 13 award winning iOS kid friendly gaming mobile applications on the iOS platform. The game titles include SkyRaiders, DartWheel for iPhone & iPad, VultureHunt, PumpkinNinja, TinyCrusaders, TinyScots, TinyJones, TinyKnights, CowboyClimb, Stacker, Snap & DoodleFreak.
On April 2, 2013 the Company acquired a unique mobile application that will help the millions of Disney and Universal visitors by providing them with accurate attraction wait times, ride information, theme park maps, hours of park operation, parade and show times, firework times, and much more in the palms of millions of iPhone users' hands. Currently, these features are available for Disney World's Magic Kingdom ®, Epcot®, Disney's Hollywood Studios®, and Disney's Animal Kingdom®.
The Company plans on expanding its portfolio of apps, both in terms of the number of apps it owns, as well as the categories and industries in which those apps function.
Current Products
The Company is currently developing its Katsomoto Gaming Division, which has developed thirteen separate apps that the Company intends to market and sell to a wide range of customers. In addition, the Company is currently attempting to market and sell its StreaMe app, which allows users of the app to stream music from one mobile device to another, thus creating a type of personal radio station.
Management and Development Role
Appyea intends to become a management company that supervises and directs the application development work, while focusing its efforts on the promotion, marketing, and sales of its acquired apps. AppYea intends to obtain the services of specialized app marketing companies in order to become well positioned in online mobile app stores. In addition, the Company believes that by properly marketing its apps, it will be able to increase downloads, lower the acquisition costs associated with the acquired apps, and expand its portfolio of apps for all current and future platforms.
Needs Assessment
Management believes the principal growth area in the personal computer market today is that of Smartphones and portable tablet devices; aside from being a large and quickly growing market, these mobile devices usually allow full time internet connectivity. At this time, the Company believes that by marketing its current app portfolio, and also expanding its portfolio, the Company will be able to provide a wide range of apps to many different types of potential purchasers.
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Revenue Model and Distribution methods of the products or services
Our revenue model is based on the continued development and acquisition of our apps, as well as the sale of such apps. We either develop apps internally, or acquire third party apps or app developing companies, and then resell those apps to our customers through mobile app stores. The apps must meet our stringent criteria, and we plan on only developing and acquiring apps that fit categories and platforms that already have a strong customer base..
AppYea, Inc. is redefining the current app development industry by not only developing and marketing its own apps, but also acquiring third party apps and app development companies.
Our Company generates revenue through the sale of the apps, which it either develops internally, or acquires from outside sources. Such apps are then sold in mobile app stores. The cost of developing a wide variety of apps is prohibitive for a majority of companies.
The Company will identify and address additional target categories and industries for its products based on market research and feedback from its customers.
Status of any publicly announced new product or service
None
Competition, competitive position in the industry and methods of competition
Competition
The app development market is very competitive, with many companies developing apps worldwide. Also, it is possible that our business model may be duplicated in the future. However, at the current time we believe our system and business method of not only generating internal apps, but also continuously acquiring third party apps and app development companies is unique and therefore will limit the amount of competition from our competitors, including our competitors in the mobile app industry.
Platform
Mobile app development companies other than ours do exist. However, our business strategy and revenue generation model will allow us to obtain a large amount of apps in all categories that perform on all platforms, which will separate us from our competitors. Another important difference between us and our competitors, is that we will not only be creating and developing our own internal apps, but also will be acquiring existing apps that will be added to our app portfolio.
Strategy
Structured as a mobile app development, acquisition and management company, our business model is designed to provide an almost unlimited amount of apps that can be of use to a large amount of different purchasers.
Sources and availability of raw materials and the names of principal suppliers
The Company does not rely on any “real” raw materials.
Patents and Trademarks
The Company currently has no patents or trademarks on its brand name and has not and does not intend to seek protection for our brand name or our mobile applications at this time; however, as business develops and operations continue, it may seek such protection. Despite efforts to protect its proprietary rights, such as its brand and service names, since it has no patent or trademark rights unauthorized persons may attempt to copy aspects of the Company business, including its web site design, services, product information and sales mechanics or to obtain and use information that it regards as proprietary. Any encroachment upon the Company’s proprietary information, including the unauthorized use of its brand name, the use of a similar name by a competing company or a lawsuit initiated against it for infringement upon another company's proprietary information or improper use of their trademark, may affect its ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on its business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect its trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations.
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Government Approval
The Company does not require any government approval for its services. As a mobile application product provider, its business will not be subject to any environmental laws.
Government and Industry Regulation
The Company will be subject to local and international laws and regulations that relate directly or indirectly to its operations. It will also be subject to common business and tax rules and regulations pertaining to the operation of its business. The Company believes that the effects of existing or probable governmental regulations will be additional responsibilities of the management of the Company to ensure that the Company is in compliance with securities regulations as they apply to the Company’s products as well as ensuring that the company does not infringe on any proprietary rights of others with respect to its products. The Company will also need to maintain accurate financial records in order to remain complaint with securities regulations as well as any corporate tax liability it incurs.
Research and Development Activities
Other than personal time spent researching our proposed business, the Company has not spent additional funds on research and development related to its current app portfolio. The Company plans on spending funds on the development of its internal apps as well as the acquisition of third party apps and app development companies.
Employees and Employment Agreements
With the majority of the Company's back office operational costs outsourced and variable, AppYea, Inc. is able to maintain a small employee base focused on income producing activities. Currently, the Company has one employee, which is the Company’s sole officer and director.
The Company currently does not have any employment agreements with its officers or directors.
Organization
The Company is comprised of one corporation. All of our operations are conducted through this corporation.
DESCRIPTION OF PROPERTY
The Company operations are currently being conducted out of the Company office located at 777 Main Street, Suite 600, Fort Worth, TX 76102; (855) 927-7932. It considers that the current principal office space arrangement adequate and will reassess its needs based upon the future growth of the Company.
LEGAL PROCEEDINGS
The Company is not involved in any pending legal proceeding nor is it aware of any pending or threatened litigation against us.
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of the Company’s common stock. Following completion of this offering, The Company intends to apply to have its common stock quoted on the Over-the-Counter Bulletin Board.
Penny Stock Rules
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
| a. | contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
| b. | contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; |
| c. | contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; |
| d. | contains a toll-free telephone number for inquiries on disciplinary actions; |
| e. | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
| f. | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
| a. | the bid and offer quotations for the penny stock; |
| b. | the compensation of the broker-dealer and its salesperson in the transaction; |
| c. | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
| d. | monthly account statements showing the market value of each penny stock held in the customer's account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Holders of Our Common Stock
As of the date of this Prospectus, there are 2,299,444 shares of the Company’s common stock outstanding. The Company has 59 holders of its common stock.
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Reports
Upon the effectiveness of the Registration Statement of which this Prospectus is a part, it will be subject to certain reporting requirements and will file with the SEC annual reports including annual financial statements, certified by the Company’s independent accountants, and un-audited quarterly financial statements in its quarterly reports filed electronically with the SEC. All reports and information filed by the Company can be found at the SEC website, www.sec.gov.
Stock Transfer Agent
VStock Transfer, LLC, of 77 Spruce Street, Suite 201, Cedarhurst, NY 11516, Phone: (212)-828-8436, Fax: (646)-536-3179, has been appointed as the Company’s stock transfer agent.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
AppYea, Inc. (“AppYea”) was incorporated in the State of South Dakota on November 26, 2012 AppYea, Inc. is engaged in the acquisition, purchase, maintenance and creation of mobile software applications.
The Company operations are currently being conducted out of the Company office located at 777 Main Street, Suite 600, Fort Worth, TX 76102; (855) 927-7932.
Results of Operations
From our Inception on November 26, 2012 through June 30, 2013 we generated $3,874 in revenue. As a result, we have very little operating history upon which to evaluate our intended business In addition, we have a history of losses.
Operating expenses, which consisted of sales and marketing costs, legal fees, general and administrative expenses and depreciation from our Inception on November 26, 2012 through June 30, 2013 were $17,337.
As a result of the foregoing, we had a net loss of $18,270 from our Inception on November 26, 2012 through June 30, 2013.
Our activities have been completely directed at the development of our internal apps, as well as the acquisition of third party apps.
The following table provides selected financial data about the Company for the period from the date of Inception (November 26, 2013) through June 30, 2013. For detailed financial information, see the financial statements included in this prospectus.
| Balance Sheet Data: | June 30, 2013 | |||
| Cash | $ | 31,150 | ||
| Total assets | $ | 162,496 | ||
| Total liabilities | $ | 30,344 | ||
| Stockholders' equity | $ | 132,152 | ||
If we succeed in developing customers and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to operatee in a manner which will be successful. Tthe Company will need to obtain further capital through the sale of its common stock to continue its operations in addition to its current revenue stream.
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Going Concern
In its audited financial statements as of June 30, 2013, the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the company’s current financial position.
Immediate Plan of Operation:
At present management will concentrate on the completion of the Registration Statement while concurrently continuing to expand its app portfolio and customer base while continuing to develop and promote its internal apps.
Continuing Plan of Operation (0-12 months):
Begin Marketing and Sales efforts:
The Company marketing efforts will primarily be related to assuring its products are easily found in app stores and create a smooth downloading experience. A significant opportunity exists for the development and acquisition of mobile apps that function on all currently available platforms. The continuing plan of the Company’s operations will be to continue internal app development as well as outside app acquisition, which the Company believes will also expand its customer base and revenue stream.
The Company will continue to develop and add to its customer base through marketing of its current app portfolio, while also adding additional apps through acquisitions of third party apps and app development companies. The goal for the Company in the next twelve months is to further develop and expand its app portfolio, through internal development and outside acquisitions.
Liquidity and capital resources
As of June 30, 2013, we had cash or cash equivalents of $31,150.
Net cash used in operating activities was $4,303 for period from Inception on November 26, 2012 through June 30, 2013. We believe that our revenues will increase due to the sales of our products and, together with our existing cash balance, may be sufficient to meet our operating requirements for the next twelve. If our revenue growth is not sufficient to allow us to meet our cash requirements during the next twelve months, the Company will need to raise additional funds through the sale of its equity securities.
Cash flows used in investing activities was $52,175 for period from Inception on November 26, 2012 through June 30, 2013. We do not anticipate significant cash outlays for investing activities over the next 12 months, however, if our revenue stream is not sufficient for us to purchase apps without raising additional funds, we may need to sell additional securities in order to meet our business goals over the next twelve months.
Cash flows provided by financing activities was $79,022 for period from Inception on November 26, 2012 through June 30, 2013. Cash flows provided by financing activities include $119,922 from the issuance of common stock for cash and $500 from the issuance of our preferred stock for cash.
As of June 30, 2013, our total assets were $162,496 and our total liabilities were $30,344. Included in our assets of as of June 30, 2013 was $31,150 of cash, $2,331 of accounts receivable, and fixed assets of $108,416. We hope to be able to conduct our planned operations for a minimum of twelve months using the revenue we are generating as well as currently available capital resources.
Our principal source of liquidity will be the revenue generated from our operations. We are generating revenue and we believe our revenue will continue to increase, and while we are currently operating at a loss, we believe that our revenue stream will be a sufficient source of liquidity for us. If we do not generate a sufficient amount of revenue, we may need to raise additional funds through the sale of our equity securities. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully continue to develop our products and our ability to generate revenues.
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In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop customers for our products and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Revenue Recognition
The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has generated revenue of $3,874 since its Inception on November 26, 2012 through June 30, 2013.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the Company are elected by the stockholders to a term of one year and serve until their successors are elected and qualified. Officers of the Company are appointed by the Board of Directors to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The name, address, age and position of the company officer and director is set forth below:
| Name and Address | Age | Position(s) | ||
| Jackie Williams | 44 | Director, President, Chief Executive and Chief | ||
| 777 Main Street | Financial Officer | |||
| Suite 600 | ||||
| Fort Worth, TX 76102 |
The persons named above are expected to hold said offices/positions until the next annual meeting of our stockholders. The persons named above are the company’s only officers, directors, promoters and control persons. Below is the business experience of each above listed individual during at least the last five years:
Background Information about Our Officers and Directors
Jackie D.Williams, is President/Chairman and a native Texan. He is an experienced business owner, entrepreneur & successful sales management executive. He began his career at a young age as a Route-Sales Executive in the wholesale floral industry for one of the largest wholesalers in the United States. He flourished as a Route-Sales executive and was consistently a Top 10 Sales Executive. In 1999 he was named TOP 5 Sales Executive Sales Manager. In 2007 he was named Branch Manager where his store has consistently been one of the Top performing stores in the in the nation. Mr. Williams has over 21 years of experience in management. Since November 26, 2012, Mr. Williams has been acting as sole directors and President of Appyea, Inc. Mr. Williams has no other employment history other than detailed herein in the past five years.
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Corporate Governance
The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only one director and there is no compensation at this time. There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive in the circumstances of the Company. Further, because there are no operations, at the present time, it is believed the services of a financial expert are not warranted.
Conflicts of Interest
The Company does not currently foresee any conflict of interest.
EXECUTIVE COMPENSATION
Currently, the company directors and officers receive no cash compensation for their services. Our officers and directors are reimbursed for any out-of-pocket expenses that they incur on its behalf.
In the future, the Company may approve payment of salaries for officers and directors. The Company also does not currently offer or have any benefits, such as health or life insurance, available to its employees.
| SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non- Equity Incentive Plan Compen- sation | Change in Pension Value and Non- qualified Deferred Compen- sation Earnings | All Other Compen- sation | Total | |||||||||||||||||||||||||
| Jackie Williams President, Director | 2013 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
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| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | ||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||
| Jackie Williams | 0 | 0 | 0 | 0 | N/A | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
| Jackie Williams | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Option Grants. No option grants have been exercised by the executive officers named in the Summary Compensation Table. The Company does not currently have any stock option plans in place.
Aggregated Option Exercises and Fiscal Year-End Option Value. There have been no stock options exercised by the executive officers named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”) Awards. There have been no awards made to a named executive officers in the last completed fiscal year under any LTIP.
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.
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Employment Agreements
The Company does not have any employment contracts with its officers or directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by the Company directors, officers and key employees, individually and as a group, and the present owners of 5% or more of its total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which cannot be guaranteed The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
Common Stock
| No. of | No. of | Percentage | ||||||||||||||
| Name of | Shares | Shares | of Ownership | |||||||||||||
| Beneficial | Before | After | Before | After | ||||||||||||
| Owner | Offering | Offering (3) | Offering(1)(2) | Offering (1)(2) | ||||||||||||
| Jackie Williams | 1,600,000 | 1,600,000 | 69.58 | % | 69.58 | % | ||||||||||
| All Officers and Directors as a Group | 1,600,000 | 1,600,000 | 69.58 | % | 69.58 | % | ||||||||||
(1) All ownership is beneficial and of record, unless indicated otherwise based on 2,299,444 shares outstanding as of the date of this Prospectus. The selling stockholders are under no obligation known to the Company to sell any shares of common stock at this time.
(2) The Beneficial owner has sole voting and investment power with respect to the shares shown.
(3) Assumes the sale of all shares of common stock registered pursuant to this Prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.
Preferred Stock(1)
| Name of | ||||||||
| Beneficial | No. of | Percentage | ||||||
| Owner | Shares | of Ownership | ||||||
| Jackie Williams(2) | 5,000,000 | 100 | % | |||||
| All Officers and Directors as a Group | 5,000,000 | 100 | % | |||||
(1) The Company is authorized to issue 5,000,000 shares of convertible preferred stock at a par value of $0.0001.
A convertible preferred share is convertible into 100 shares of common stock and has the voting rights of 1,000 share of common stock. As at June 30, 2013, 5,000,000 shares of the Company’s convertible preferred stock were issued and outstanding.
(2) The Beneficial owner has sole voting and investment power with respect to the shares shown.
Future Sales by Principal Stockholders
A total of 1,600,000 common shares and 5,000,000 preferred shares have been issued to the company officers and directors and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition. Any sale of these shares (after applicable restrictions expire) may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. The principal stockholders do not have any plans to sell their shares at any time after this offering is complete.
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TRANSACTIONS WITH RELATED PERSONS,
PROMOTERS AND CERTAIN CONTROL PERSONS
As of June 30, 2013, the Company had aggregate loans payable outstanding to shareholders and officers of $19,000.
There are not currently any conflicts of interest by or among its current officers, directors, key employees or advisors. The Company has not yet formulated a policy for handling conflicts of interest; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have 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 of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit 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.
We are not obligated to pay any of the expenses of any attorney or other advisor engaged by a selling stockholder. We have not agreed to indemnify any selling stockholders against losses, claims, damages and liabilities, including liabilities under the Securities Act.
AVAILABLE INFORMATION
The Company has filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission (the “SEC”). Upon the effectiveness of this registration statement, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act, and other information as required. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the SEC’s Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The Company will voluntarily provide electronic or paper copies of its filings with the SEC free of charge upon request.
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FINANCIAL STATEMENTS
The Company’s fiscal year end is June 30th. The Company will provide audited financial statements to its stockholders on an annual basis; the statements will be prepared and then will be audited by the independent PCAOB registered CPA firm Cutler & Co., LLC. The financial statements of the Company, commencing on page 1 are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in US Dollars. The financial information presented is for the period from Inception (November 26, 2012) through June 30, 2013.
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APPYEA, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD
FROM INCEPTION (NOVEMBER 26, 2012) TO JUNE 30, 2013
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INDEX TO AUDITED FINANCIAL STATEMENTS
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| BALANCE SHEET | 32 |
| STATEMENTS OF OPERATIONS | 33 |
| STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | 34 |
| STATEMENT OF CASH FLOWS | 35 |
| NOTES TO AUDITED FINANCIAL STATEMENTS | 36 |
| 30 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
AppYea, Inc.
Fort Worth, Texas
We have audited the accompanying balance sheets of AppYea, Inc. (a development stage company) as of June 30, 2013, and the related statement of operations, changes in stockholders' equity and cash flows for the period from Inception (November 26, 2012) to June 30, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AppYea, Inc. as of June 30, 2013 and the results of its operations and its cash flows for the period from Inception (November 26, 2012) to June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company has suffered losses from operations since Inception (November 26, 2012) and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Denver, Colorado
August 28, 2013
2460 West 26th Avenue, Suite 380C, Denver, Colorado 80211 • Phone: 303.968.3281 • Fax: 303.463.5416 • www.cutlerandcocpas.com
Registered as a US public accounting firm in the State of Colorado; license number FRM-13300.
Registered to carry out audit work in the UK by the Institute of Chartered Accountants in England and Wales; Reference number C002850898
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APPYEA, INC.
(A Development-Stage Company)
BALANCE SHEET
| June 30, 2013 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 31,150 | ||
| Accounts receivable | 2,331 | |||
| Prepaid expenses | 199 | |||
| Total current assets | 33,680 | |||
| Fixed Assets (net of accumulated depreciation of $13,759) | 108,416 | |||
| Other Assets | 20,400 | |||
| Total Assets | $ | 162,496 | ||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 10,411 | ||
| Accruals | 933 | |||
| Loans - related parties | 19,000 | |||
| Total Liabilities | 30,344 | |||
| Commitments and Contingencies (Note. 6) | ||||
| Stockholders' Equity | ||||
| Convertible preferred stock: $0.0001 par value, 5,000,000 shares authorized; 5,000,000 issued as at June 30, 2013 | 500 | |||
| Common stock $0.0001 par value, 750,000,000 shares authorized; 2,299,444 shares issued and outstanding as at June 30, 2013 | 229 | |||
| Additional paid-in capital | 149,693 | |||
| Deficit accumulated during the development stage | (18,270 | ) | ||
| Total Stockholders' Equity | 132,152 | |||
| Total Liabilities and Stockholders' Equity | $ | 162,496 | ||
See Accompanying Notes to Audited Financial Statements
| 32 |
APPYEA, INC.
(A Development-Stage Company)
STATEMENT OF OPERATIONS
| Inception (November 26, 2012) Through June 30, 2013 | ||||
| Revenue | $ | 3,874 | ||
| Operating Costs | ||||
| Sales and marketing | 1,061 | |||
| Legal fees | 1,475 | |||
| General and administrative | 4,916 | |||
| Depreciation | 13,759 | |||
| Total Operating Costs | 21,211 | |||
| Income(Loss) from Operations | (17,337 | ) | ||
| Other Income (Expense) | ||||
| Interest income (expense), net | (933 | ) | ||
| Income (Loss) before Income Taxes | (18,270 | ) | ||
| Income Taxes | - | |||
| Net Income (Loss) | $ | (18,270 | ) | |
| Earnings (Loss) Per Share | ||||
| Basic and Diluted | $ | (0.01 | ) | |
| Weighted Average Number of Shares Outstanding | ||||
| Basic and Diluted | 2,134,059 | |||
See Accompanying Notes to Audited Financial Statements
| 33 |
APPYEA, INC.
(A Development-Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from Inception (November 26, 2012) through June 30, 2013
| Deficit | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Convertible | Additional | During | ||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Development | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stage | Total | ||||||||||||||||||||||
| Balance, November 26, 2012 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Preferred Stock Issued for Cash @ $0.0001 per share | 5,000,000 | 500 | - | - | - | - | 500 | |||||||||||||||||||||
| Common Stock Issued for Cash @ $0.0001 per share | - | - | 2,000,000 | 200 | - | - | 200 | |||||||||||||||||||||
| Common Stock Issued to Purchase Mobile App @ $0.50 per share | - | - | 40,000 | 4 | 19,996 | - | 20,000 | |||||||||||||||||||||
| Common Stock Issued to Settle Convertible Loan Note @ $0.50 per share | - | - | 20,000 | 2 | 9,998 | - | 10,000 | |||||||||||||||||||||
| Common Stock Issued for Cash @ $0.50 per share | - | - | 239,444 | 23 | 119,699 | - | 119,722 | |||||||||||||||||||||
| Net Loss for the Period | - | - | - | - | - | (18,270 | ) | (18,270 | ) | |||||||||||||||||||
| Balance June 30, 2013 | 5,000,000 | $ | 500 | 2,299,444 | $ | 229 | $ | 149,693 | $ | (18,270 | ) | $ | 132,152 | |||||||||||||||
See Accompanying Notes to Audited Financial Statements
| 34 |
APPYEA INC.
(A Development-Stage Company)
STATEMENTS OF CASH FLOWS
| Inception (November 26, 2012) Through June 30, 2013 | ||||
| CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES | ||||
| Net loss | $ | (18,270 | ) | |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
| Depreciation expense | 13,759 | |||
| Changes in operating assets and liabilities: | ||||
| Decrease (increase) in accounts receivable | (2,331 | ) | ||
| Decrease (increase) in prepaid expenses | (199 | ) | ||
| Increase (decrease) in accounts payable | 10,411 | |||
| Increase (decrease) in accruals | 933 | |||
| Net cash provided by (used in) operating activities | (4,303 | ) | ||
| CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | ||||
| Purchase of mobile application software | (52,175 | ) | ||
| Net cash (used in) investing activities | (52,175 | ) | ||
| CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | ||||
| Issuance of preferred stock for cash | 500 | |||
| Issuance of common stock for cash | 119,922 | |||
| Deferred financing costs incurred | 20,400 | |||
| Repayment of convertible notes payable | (21,000 | ) | ||
| Net cash provided by financing activities | 79,022 | |||
| Net change in cash and cash equivalents | 31,150 | |||
| Cash and cash equivalents at beginning of period | $ | - | ||
| Cash and cash equivalents at end of period | $ | 31,150 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
| Fixed assets acquired for shares of commons stock | $ | 20,000 | ||
| Fixed assets acquired for convertible notes payable and other debt | $ | 50,000 | ||
| Convertible notes payable converted into shares of common stock | $ | 10,000 | ||
| Cash paid for : | ||||
| Interest | $ | - | ||
| Income Taxes | $ | - | ||
See Accompanying Notes to Audited Financial Statements
| 35 |
App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
NOTES TO AUDITED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
AppYea, Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.
Acquisition of a Portfolio of 13 Award Winning Gaming Mobile Applications
On February 1, 2013, the Company acquired a portfolio of 13 award winning iOS kid friendly gaming mobile applications on the iOS platform. The game titles include SkyRaiders, DartWheel for iPhone & iPad, VultureHunt, PumpkinNinja, TinyCrusaders, TinyScots, TinyJones, TinyKnights, CowboyClimb, Stacker, Snap & DoodleFreak.
Total consideration for the acquisition was $68,500. Of this total consideration, $28,500 was paid in cash at closing, $20,000 through the issuance of 40,000 shares of its common stock and $20,000 was payable under a 12 month convertible promissory note payable.
The convertible promissory note was repaid in full in April 2013.
The entire purchase consideration has been allocated to the software cost of the mobile application and is being amortized over an estimated useful life of 36 months.
Acquisition of StreaMe Streaming Media Server Application
On March 5, 2013, the Company acquired the StreaMe streaming media server application.
StreaMe is the only iOS streaming media server that allows users to create their own personal broadcast stream directly from their own iOS device.
Total consideration for the acquisition was $800, paid in cash at closing.
The entire purchase consideration has been allocated to the software cost of the mobile application and will be amortized over an estimated useful life of 36 months once the product is made available for sale.
Acquisition of Disney Maps Mobile Application
On April 2, 2013 the Company acquired a unique mobile application that will help the millions of Disney and Universal visitors by providing them with accurate attraction wait times, ride information, theme park maps, hours of park operation, parade and show times, firework times, and much more in the palms of millions of iPhone users' hands. Currently, these features are available for Disney World's Magic Kingdom ®, Epcot®, Disney's Hollywood Studios®, and Disney's Animal Kingdom®.
Total consideration for the acquisition was $52,176, Of this total consideration, $22,176 was paid in cash at closing, $15,000 was to be paid on a deferred basis at a rate of 20% of the net receipts from the Disney Map mobile application and $15,000 was payable under a 12 month convertible promissory note payable.
On May 24, 2013, $10,000 of the $15,000 deferred purchase consideration payable at a rate of 20% of the net receipts from the Disney Map mobile application was converted into 20,000 shares of the Company’s common stock.
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
On May 24, 2013, $1,000 of the remaining $5,000 deferred purchase consideration payable at a rate of 20% of the net receipts from the Disney Map mobile application was repaid in cash.
The entire purchase consideration has been allocated to the software cost of the mobile application and is being amortized over an estimated useful life of 36 months.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. The Company’s year -end is June 30.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Development Stage Company
The Company is a development stage enterprise in accordance with ACS 915 "Development Stage Entities." We have been in the development stage since Inception (November 26, 2012). Among the disclosures required as a development stage company are that its financial statements are identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of its Inception (November 26, 2012) as a development stage company.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Fixed Assets
The Company’s fixed assets represent mobile applications that is has purchased and upgrades that it has made to these applications. These mobile applications and any upgrades are being amortized over their useful lives of 3 years.
Deferred Costs
Offering costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transaction is unsuccessful. The Company recognized $20,400 in deferred offering costs in Other Assets at June 30, 2013.
Financial Instruments
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The carrying values of accounts receivable, prepaid expenses, accounts payable, accruals and convertible notes payable approximate their fair value due to the short-term maturities of these instruments.
Research and Development Costs
Costs incurred in research and development activities are expensed as incurred.
Advertising cost
Advertising costs were expensed as incurred. Advertising costs of $1,086 were incurred in the period from Inception (November 26, 2012) to June 30, 2013.
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From the Company’s Inception there were no differences between its comprehensive loss and net loss.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes”. Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At June 30, 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. During the period Inception (November 26, 2012) to June 30, 2013, there were shares of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable. The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses in the period Inception (November 26, 2012) to June 30, 2013.
Business Segments
The Company believes that its activities during the period Inception (November 26, 2012) to June 30, 2013 comprised a single segment.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
3. GOING CONCERN AND LIQUIDITY
At June 30, 2013 the Company had cash of $31,150, no profitable business activities or other source of income, liabilities of $30,344 and have incurred losses since Inception (November 26, 2012).
The Company anticipates future losses in the development of its business.
In our financial statements for the period Inception (November 26, 2012) to June 30, 2013, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
4. FIXED ASSETS
As at June 30, 2013, the balance of fixed assets represented mobile application software as follows:
| Cost | $ | 122,175 | ||
| Accumulated depreciation | (13,759 | ) | ||
| Net book value | $ | 108,416 |
Depreciation expense for the period Inception (November 26, 2012) to June 30, 2013 was $13,795.
5. LOANS – RELATED PARTIES
On February 1, 2013, as part of its acquisition of a portfolio of 13 award winning iOS kid friendly gaming mobile applications, the Company issued a $20,000 convertible promissory note payable. The convertible promissory note payable was for a term of 12 months and carried an interest rate of 12% per annum. The note payable was convertible at the option of the holder, once the Company became publicly quoted, at a 50% discount to the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding the conversion date. The Company recorded no beneficial conversion expense on the conversion feature as the specific conversion price is currently not determinable. In April 2013 the convertible promissory note payable was repaid in full.
On April 2, 2013 as part of its acquisition of the Disney Maps mobile application, the Company agreed to pay $15,000 on a deferred basis at a rate of 20% of the net receipts from the Disney Map mobile application and issued a $15,000 convertible promissory note payable. The convertible promissory note payable was for a term of 12 months and carried an interest rate of 12% per annum. The note payable was convertible at the option of the holder, once the Company became publicly quoted, at a 50% discount to the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding the conversion date. The Company recorded no beneficial conversion expense on the conversion feature as the specific conversion price is currently not determinable
On May 24, 2013, $10,000 of the $15,000 deferred purchase consideration payable at a rate of 20% of the net receipts from the Disney Map mobile application was converted into 20,000 shares of the Company’s common stock.
On May 29, 2013 $1,000 o the remaining $5,000 deferred purchase consideration payable at a rate of 20% of the net receipts from the Disney Map mobile application was repaid in cash.
As at June 30, 2013, interest of $933 had been accrued on these borrowings.
6. COMMITMENTS AND CONTINGENCIES
Leases and Long term Contracts
The Company has not entered into any long term leases, contracts or commitments.
Legal
To the best of the Company’s knowledge and belief, no legal proceedings are currently pending or threatened.
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
7. SHAREHOLDERS’ EQUITY
Convertible Preferred Stock
The Company is authorized to issue 5,000,000 shares of convertible preferred stock at a par value of $0.0001.
A convertible preferred share is convertible into 100 shares of common stock and has the voting rights of 1,000 share of common stock.
In November 2012, the Company issued 5,000,000 shares of its convertible preferred stock for cash consideration of $500 as Founder’s Stock.
As at June 30, 2013, 5,000,000 shares of the Company’s convertible preferred stock were issued and outstanding.
Common Stock
The Company is authorized to issue 750,000,000 shares of common stock at a par value of $0.0001.
In November 2012, the Company issued 2,000,000 shares of its common stock for cash consideration of $200 as Founder’s Stock.
In February 2013, the Company issued 40,000 shares of its common stock, valued at $0.50 per share, as partial consideration for the acquisition of a portfolio of 13 award winning gaming mobile applications.
In February 2013, the Company issued 57,000 shares of its common stock, at $0.50 per share, to 13 investors, for cash consideration of $28,500.
In March 2013, the Company issued 59,000 share of its common stock, at $0.50 per share, to 14 investors, for cash consideration of $29,500.
In April 2013, the Company issued 20,000 share of its common stock, at $0.50 per share in settlement of $10,000 of the deferred purchase consideration due in respect of its purchase of the Disney Map mobile application
In April 2013, the Company issued 113,444 shares of its common stock, at $0.50 per share, to 19 investors, for cash consideration of $56,722.
In May 2013, the Company issued 8,000 share of its common stock, at $0.50 per share, to 3 investors, for cash consideration of $4,000.
In June 2013, the Company issued 2,000 share of its common stock, at $0.50 per share, to 1 investor, for cash consideration of $1,000.
As at June 30, 2013, 2,299,444 shares of the Company’s common stock were issued and outstanding.
8. RELATED PARTY TRANSACTIONS
The President of the Company provides management and office premises to the Company for no compensation.
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App Yea, Inc.
NOTES TO AUDITED FINANCIAL STATEMENTS
(A Development Stage Company)
June 30, 2013
9. INCOME TAXES
The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
The provision for refundable federal income tax consists of the following for the periods ending:
| Inception (November 26, 2012) to June 30, 2013 | ||||
| Federal income tax benefit attributed to: | ||||
| Net operating loss | $ | 6,212 | ||
| Valuation | (6,212 | ) | ||
| Net benefit | $ | - | ||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
| Inception (November 26, 2012) to June 30, 2013 | ||||
| Deferred tax attributed: | ||||
| Net operating loss carryover | $ | 6,212 | ||
| Less: change in valuation allowance | (6,212 | ) | ||
| Net deferred tax asset | $ | - | ||
At June30, 2013 the Company had an unused net operating loss carry-forward approximating $18,270 that is available to offset future taxable income; the loss carry-forward will start to expire in 2033.
10. SUBSEQUENT EVENTS
On July 23, 2013, $500 of the remaining $4,000 deferred purchase consideration payable at a rate of 20% of the net receipts from the Disney Map mobile application was repaid in cash.
The Company has evaluated subsequent events through the date of the issuance of these audited financial statements and other than as disclosed above, the Company did not have any material recognizable subsequent events.
Dealer Prospectus Delivery Obligation
“Until the date that is 180 days after the effective date of this Prospectus, 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.”
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other expenses of issuance and distribution.
Expenses incurred or expected relating to this Prospectus and distribution, all of which the Company will pay, are calculated on a net basis and are as follows:
| SEC Fee | $ | 48 | ||
| Legal and Professional Fees | $ | 20,000 | ||
| Accounting and auditing | $ | 3,000 | ||
| EDGAR Fees | $ | 750 | ||
| Transfer Agent fees | $ | 500 | ||
| Misc and Bank Charges | $ | 0 | ||
| TOTAL | $ | 24,298 |
Item 14. Indemnification of directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have 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.
Pursuant to the Company’s Articles of Incorporation, No director shall have personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code (iv) for any transaction from which the director derived an improper personal benefit.
In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit 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.
Item 15. Recent sales of unregistered securities.
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
In November 2012, the Company issued 5,000,000 shares of its convertible preferred stock for cash consideration of $500 to Jackie Williams as Founder’s Stock.
On November 19, 2012, the Company issued 40,000 founder’s shares to Edouard Prous at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 founder’s shares to Jack Williams Sr. at a price of $0.0001 per share.
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On November 19, 2012, the Company issued 40,000 founder’s shares to Zachary Williams at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 founder’s shares to Jeff Young at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 founder’s shares to Dewayne Horton at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 founder’s shares to Peter Dunne at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 founder’s shares to Patrick O’Neal at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 founder’s shares to Chris Addison at a price of $0.0001 per share.
On November 19, 2012, the Company issued 40,000 founder’s shares to Jason Lehmann at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 founder’s shares to Wes Shook at a price of $0.0001 per share.
On November 19, 2012, the Company issued 30,000 founder’s shares to Rick Reese at a price of $0.0001 per share.
In February 2013, the Company issued 40,000 shares of its common stock, valued at $0.50 per share, as partial consideration for the acquisition of a portfolio of 13 award winning gaming mobile applications.
In February 2013, the Company issued 57,000 shares of its common stock, at $0.50 per share, to 13 investors, for cash consideration of $28,500.
In March 2013, the Company issued 59,000 share of its common stock, at $0.50 per share, to 14 investors, for cash consideration of $29,500.
In April 2013, the Company issued 20,000 share of its common stock, at $0.50 per share in settlement of $10,000 of the deferred purchase consideration due in respect of its purchase of the Disney Map mobile application
In April 2013, the Company issued 113,444 shares of its common stock, at $0.50 per share, to 19 investors, for cash consideration of $56,722.
In May 2013, the Company issued 8,000 share of its common stock, at $0.50 per share, to 3 investors, for cash consideration of $4,000.
In June 2013, the Company issued 2,000 share of its common stock, at $0.50 per share, to 1 investor, for cash consideration of $1,000.
As at June 30, 2013, 2,299,444 shares of the Company’s common stock were issued and outstanding.
The securities listed in this Item 15 were issued in reliance upon an exemption provided by Section 4(2) promulgated under the Securities Act of 1933, as well as Regulation D, Rule 505. The certificates for these securities bear a restrictive legend.
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Item 16. Exhibits.
The following exhibits are included with this registration statement:
| Exhibit | ||
| Number | Description | |
| 3.1 | Articles of Incorporation | |
| 3.2 | Bylaws | |
| 5.1 | Opinion of Kenneth Bart, Bart and Associates LLC | |
| 23.1 | Consent of Cutler & Co., LLC for use of its Audited report | |
| 23.3 | Consent of Counsel, Kenneth Bart, Bart and Associates LLC (See Exhibit 5.1) |
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(B) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission 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, we will, unless in the opinion of our 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.
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(C) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(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 related to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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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 city of Forth Worth, Texas, on September 5, 2013.
| AppYea, Inc., Registrant | |||
| By: | /s/ Jackie Williams | ||
| Jackie Williams, President | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Jackie Williams | President and Director | September 5, 2013 | ||
| Jackie Williams | Title | Date |
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