As filed with the Securities and Exchange Commission on July 12, 2013
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tenaya Acquisitions Company
(Exact Name of registrant in its charter)
Nevada 6770 46-3033100
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
1930 Village Center Circle #3-201
Las Vegas, Nevada 89134
(702) 982-2463
(Address and telephone number of principal executive offices)
Harold Gewerter, Esq.
5536 S. Ft. Apache #102
Las Vegas, NV 89148
(702) 382-1714
(Name, address and telephone number of agent for service)
Copies to:
Harold Gewerter, Esq.
5536 S. Ft. Apache #102
Las Vegas, NV 89148
Telephone (702) 382-1714
Fax (702) 382-1759
E-mail: harold@gewerterlaw.com
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If this Form is filed to register additional 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 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 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, or a smaller reporting company. See definitions of "large
accelerated filer," "accelerated filer," and "smaller reporting company," in
Rule 12b-2 of the Exchange Act. (Check one.)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
To be Registered Registered Per Share(1) Price Registration Fee(2)
-----------------------------------------------------------------------------------------------------------
Common Stock-New Issue 3,000,000 $0.01 $30,000.00 $4.09
===========================================================================================================
(1) This is an initial offering of securities by the registrant and no current
trading market exists for our common stock. The Offering price of the
common stock offered hereunder has been arbitrarily determined by the
Company and bears no relationship to any objective criterion of value. The
price does not bear any relationship to the assets, book value, historical
earnings or net worth of the Company.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. THE COMPANY
MAY NOT SELL THE SECURITIES OFFERED BY THIS DOCUMENT UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND THE COMPANY IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE OR OTHER JURISDICTION
WHERE THE OFFER OR SALE IS NOT PERMITTED.
Prospectus
TENAYA ACQUISITIONS COMPANY
1,000,000 minimum up to 3,000,000 maximum
Shares of Common Stock, $0.01 per share
Tenaya Acquisitions Company ("TAC" or the "Company") is offering on a
best-efforts basis a minimum of 1,000,000 and a maximum of 3,000,000 shares of
its common stock at a price of $0.01 per share. The shares are intended to be
sold directly through the efforts of Brian Blaszczak who is acting as a
non-exclusive sales agent for this offering. The intended methods of
communication include, without limitation, telephone and personal contacts. For
more information, see the section titled "Plan of Distribution" herein. This
offering constitutes the initial public offering of Tenaya Acquisitions Company
The proceeds from the sale of the shares in this offering will be payable to
Underhill Securities Corp. fbo Tenaya Acquisitions Company. All subscription
funds will be held in trust in a non-interest bearing Trust Account at Wells
Fargo Bank and no funds shall be released to Tenaya Acquisitions Company until
such a time as offering is entirely completed which release shall be limited to
10% of the proceeds. The funds will be deposited by noon the next business day
from receipt of the funds. If the minimum offering is not achieved within 180
days of the date of this prospectus, all subscription funds will be returned to
investors promptly without interest or deduction of fees. In which case all
Trust fees shall be borne by registrant. See the section entitled "Plan of
Distribution" herein. Neither the Company nor any subscriber shall receive
interest no matter how long subscriber funds might be held. The offering may
terminate on the earlier of: (i) the date when the sale of all 3,000,000 shares
to be sold by the issuer is completed, (ii) any time after the minimum is
reached at the discretion of the Board of Directors (iii) 180 days from the
effective date of this document.
Prior to this offering, there has been no public market for Tenaya Acquisitions
Company's common stock. The Company is a development stage company which
currently has limited operations and has not generated any revenue. Therefore,
any investment involves a high degree of risk.
The Company is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission (the
"S.E.C.") under the Securities Act of 1933, as amended (the "Securities
Act").The offering proceeds and the securities to be issued to investors must be
deposited in an account (non-interest bearing) (the "Deposited Funds" and
"Deposited Securities," respectively). While held in the trust account, the
deposited securities may not be traded or transferred other than by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et
seq.), or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001
et seq.), or the rules thereunder. Except for an amount up to 10% of the
deposited funds otherwise releasable upon entire completion of the offering, the
deposited funds and the deposited securities may not be released until an
acquisition meeting certain specified criteria (See Plan of Distribution) has
been consummated and sufficient investors reconfirm their investment in
accordance with the procedures set forth in Rule 419 so that the remaining funds
are adequate to allow the acquisition to be consummated. It is a requirement
under Rule 419(e) of the Securities Act that the net assets or fair market value
of any business to be acquired must represent at least 80% of the maximum
offering proceeds. This acquisition may be consummated using proceeds of this
offering, loans or equity. Pursuant to these procedures, a new prospectus, which
describes an acquisition candidate and its business and includes audited
financial statements, will be delivered to all investors. The Company must
return the investor's funds to any investor who does not elect to remain an
investor (each investor will receive a return of his funds held in escrow less
the 10% portion of proceeds to be provided to the company.) Unless sufficient
investors (investors constituting at least 80% of the funds raised) elect to
remain investors so that the remaining funds are adequate to allow the
acquisition to be consummated, all investors will receive the return of his
deposited funds (minus up to 10% which may be release to the registrant upon
entire completion of the offering) and none of the deposited securities will be
issued to investors. The funds to be received by investors will not include the
10% of proceeds which may be released to the company.
The Company is an Emerging Growth Company as defined in the Jumpstart Our
Business Startups Act.
In the event an acquisition is not consummated within 18 months of the effective
date of this prospectus, the deposited funds will be returned to all investors
(each investor will receive a return of his funds held in escrow less the 10%
portion of proceeds to be provided to the company) Until 90 days after the date
funds and securities are released from the trust or trust account pursuant to
Rule 419, all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver a
prospectus.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU
CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED "RISK
FACTORS" HEREIN ON PAGE 9.
Proceeds to
Number of Shares Offering Price the Company
---------------- -------------- -----------
Per Share 1 $ 0.01 $ 0.01
Minimum 1,000,000 $10,000 $10,000
Maximum 3,000,000 $30,000 $30,000
** The Trust Fee is a flat fee and not calculated on a Per Share basis.
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.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Subject to completion, dated ____________
TABLE OF CONTENTS
Page
----
Summary Information and Risk Factors 3
Use of Proceeds 15
Determination of Offering Price 15
Dilution 16
Selling Shareholder 17
Plan of Distribution 19
Description of Securities to be Registered 20
Interests of Named Experts and Counsel 21
Information with Respect to the Registrant 21
Description of Business 22
Description of Property 22
Legal Proceedings 22
Market price and Dividends on the Issuer's Common Stock 23
Management's Discussion and Analysis of Financial Condition and
Results of Operations 27
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 27
Directors, Executive Officers, Promoters and Control Persons 27
Executive Compensation 29
Security Ownership of Certain Beneficial Owners and Management 29
Certain Relationships and Related Transactions 30
Reports to Security Holders 30
Disclosure of Commission Position on Indemnification 30
Financial Statements - Audited Financial Statements for the period
ended June 30, 2013 F-1
2
SUMMARY INFORMATION AND RISK FACTORS
RIGHTS AND PROTECTIONS UNDER RULE 419
The net proceeds (minus commissions) of this offering will be placed in an trust
account until the completion of a merger or acquisition as detailed herein
(other than up to 10% of the proceeds that may be released to the company upon
entire completion of the offering, which is expected to occur prior to entry
into an acquisition agreement). The registrant may not be successful in the
offering or a merger or acquisition. Such trusted funds may not be used for
salaries or reimbursable expenses. Underhill Securities Corp is acting as
Trustee for this offering.
The Company is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission (the
"S.E.C.") under the Securities Act of 1933, as amended (the "Securities
Act").The offering proceeds and the securities to be issued to investors must be
deposited in an trust account (the "Deposited Funds" and "Deposited Securities,"
respectively). While held in the trust account, the deposited securities may not
be traded or transferred. Except for an amount up to 10% of the deposited funds
otherwise releasable upon entire completion of the offering, the deposited funds
and the deposited securities may not be released until an acquisition meeting
certain specified criteria (See Plan of Distribution) has been consummated and
sufficient investors reconfirm their investment in accordance with the
procedures set forth in Rule 419 so that the remaining funds are adequate to
allow the acquisition to be consummated. Pursuant to these procedures, a new
prospectus, which describes an acquisition candidate and its business and
includes audited financial statements, will be delivered to all investors. The
Company must return the deposited funds to any investor who does not elect to
remain an investor (each investor will receive a return of his funds held in
escrow less the 10% portion of proceeds to be provided to the company). Unless
sufficient investors elect to remain investors so that the remaining funds are
adequate to allow the acquisition to be consummated, all investors will be
entitled to the return of the deposited funds and none of the deposited
securities will be issued to investors. The funds to be received by investors
will not include the 10% of proceeds which may be released to the company. In
the event an
acquisition is not consummated within 18 months of the effective date of this
prospectus, the deposited funds will be returned to all investors (each investor
will receive a return of his funds held in escrow less the 10% portion of
proceeds to be provided to the company).
The reconfirmation offer must commence within five business days after the
effective date of the post-effective amendment. The post-effective amendment
will contain information about the acquisition/merger candidate including their
financials. The reconfirmation is for the protection of the investors as
investors will have an opportunity to review information on the
merger/acquisition entity and to have their subscriptions canceled and payment
refunded or reconfirm their subscriptions. Pursuant to Rule 419, the terms of
the reconfirmation offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment will be sent to
each investor whose securities are held in the trust account within five
business days after the effective date of the post-effective amendment;
2) Each investor will have no fewer than 20, and no more than 45, business days
from the effective date of the post-effective amendment to notify the Company in
writing that the investor elects to remain an investor;
(3) If the Company does not receive written notification from any investor
within 45 business days following the effective date the Deposited Funds held in
the trust account on such investor's behalf will be returned to the investor
within five business days by first class mail or other equally prompt means;
(The funds to be received by investors will not include the 10% of proceeds
which may be released to the company.)
(4) The acquisition(s) will be consummated only if sufficient investors elect to
reconfirm their investments so that the remaining funds are adequate to allow
the acquisition to be consummated; and
(5) If a consummated acquisition(s) has not occurred within 18 months from the
date of this prospectus, the Deposited Funds held in the trust account shall be
returned to all investors within five business days by first class mail or other
equally prompt means minus up to 10% that may be released to the registrant
after the entire completion of the offering. The funds to be received by
investors will not include the 10% of proceeds which may be released to the
company.
3
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached Exhibits, in their entirety.
THE COMPANY
BUSINESS OVERVIEW
Tenaya Acquisitions Company ("TAC" or the "Company"), incorporated in the State
of Nevada on June 20, 2013, to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no operations to
date. Other than issuing shares to its original shareholder, the Company never
commenced any operational activities.
The Company was formed by Brian Blaszczak, the initial director, for the purpose
of creating a corporation which could be used to consummate a merger or
acquisition. Mr. Blaszczak serves as President, Secretary, Treasurer and
Director. Mr. Blaszczak determined next to proceed with filing a Form S-1. Mr.
Blaszczak has no specific experience, qualification, attributes or skills to
perform as a director of a blank check company nor in the acquisition of
acquisition candidates.
Mr. Blaszczak, the President and Director, elected to commence implementation of
the Company's principal business purpose, described below under "Plan of
Operation". As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale securities of "blank check" companies in their prospective
jurisdictions. Our sole officer and director, Mr. Blaszczak, does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein. Mr. Blaszczak as the sole officer and director and sole
signatory on this registration statement is bound thereby by Rule 419 as it
relates to the sale of his shares.
As of the date of this prospectus, the company has 8,000,000 shares of $0.001
par value common stock issued and outstanding and are all held by Brian
Blaszczak our sole officer, director and shareholder.
Tenaya Acquisitions Company's corporate offices are located at 1930 Village
Center Circle #3-201, Las Vegas, Nevada 89134, with a telephone number of (702)
982-2462.
Tenaya Acquisitions Company's fiscal year end is June 30.
The Company is an Emerging Growth Company as defined in the Jumpstart Our
Business Startups Act.
The Company shall continue to be deemed an emerging growth company until the
earliest of--
`(A) the last day of the fiscal year of the issuer during which it had total
annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation
every 5 years by the Commission to reflect the change in the Consumer Price
Index for All Urban Consumers published by the Bureau of Labor Statistics,
setting the threshold to the nearest 1,000,000) or more;
`(B) the last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities of the
issuer pursuant to an effective registration statement under this title;
`(C) the date on which such issuer has, during the previous 3-year period,
issued more than $1,000,000,000 in non-convertible debt; or
4
`(D) the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto.'.
As an emerging growth company the company is exempt from Section 404(b) of
Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their
annual reports concerning the scope and adequacy of the internal control
structure and procedures for financial reporting. This statement shall also
assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.
As an emerging growth company the company is exempt from Section 14A and B of
the Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.
The Company has irrevocably opted out of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of
the Act.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2013.
After Completion After Completion
of Maximum of Minimum
June 30, 2013 Offering Offering
------------- -------- --------
Current Assets $ 1,000 $ 31,000 $ 11,000
Current liabilities 1,000 1,000 1,000
Long-term liabilities 0 0 0
Common stock 8,000 11,000 9,000
Additional paid-in capital 0 27,000 9,000
Accumulated deficit (8,000) (38,000) (18,000)
Total stockholders' (deficit) equity 1,000 31,000 11,000
Total capitalization $ 1,000 $ 31,000 $ 11,000
THE OFFERING
Tenaya Acquisitions Company is offering, on a best efforts, basis, a minimum of
1,000,000 and a maximum of 3,000,000 shares of its common stock at a price of
$0.01 per share. The proceeds from the sale of the shares in this offering will
be payable to "Underhill Securities Corp. fbo Tenaya Acquisitions Company" and
will be deposited in a non-interest bearing bank account until the trust
conditions are met and thus no interest shall be paid to any investor or to the
Company. The funds will be deposited by noon the next business day from receipt
of the funds. The trust conditions are as follows:
(1) The Trustee has received written certification from the Company and
any other evidence acceptable by the Trustee that the Company has
executed an agreement for the acquisition(s) of a business(es) the
value of which represents at least 80% of the maximum offering
proceeds (the acquisition to be completed through the use of the
proceeds of this offering, loans or equity) (both company and selling
shareholder sales) and has filed the required post-effective
amendment, the post-effective amendment has been declared effective,
the mandated reconfirmation offer having the conditions prescribed by
Rule 419 has been completed, and the Company has satisfied all of the
prescribed conditions of the reconfirmation offer (sufficient ( both
company and selling shareholder) must have voted in favor of
reconfirmation so that the remaining funds are adequate to allow the
acquisition to be consummated); and
(2) The acquisition(s) of the business(es) the value of which represents
at least 80% of the maximum offering proceeds is (are) consummated or
5
(3) The deposited funds shall be returned to investors in the event that
the minimum offering amount is not raised within 180 days (in which
case the securities are returned to the company
All subscription agreements and checks are irrevocable and should be delivered
to Underhill Securities Corp., at the address provided on the Subscription
Agreement. Failure to do so will result in checks being returned to the investor
who submitted the check.
All subscription funds will be held in trust and no funds shall be released to
Tenaya Acquisitions Company until such a time as the trust conditions are met
(see the section titled "Plan of Distribution" herein) other than 10% which may
only be released to Tenaya Acquisitions Company upon the entire completion of
the offering. (see the section titled "Plan of Distribution" herein). The
offering may terminate at any time after the minimum is reached at the
discretion of the Board of Directors up to the time that the offering is filled
or a maximum of 180 days and that the time frame for doing so would rest upon
whether in the opinion of the Board of Directors it was unlikely to complete the
full offering and that allowing the offering to run the full 180 days would
endanger the likelihood of completion of an acquisition/merger and POS AM within
the 18 months allowed under Rule 419, or (ii) 180 days from the effective date
of this document. If the Minimum Offering is not achieved within 180 days of the
date of this prospectus, all subscription funds will be returned to investors
promptly without interest (since the funds are being held in a non-interest
bearing account) or deduction of fees. The amount of funds actually collected in
the trust account from checks that have cleared the interbank payment system, as
reflected in the records of the insured depository institution, is the only
factor assessed in determining whether the minimum offering condition has been
met. Such minimum must be reached prior to the expiration of the offering. The
Company will cause to be issued stock certificates of common stock purchased
within five (5) day of the receipt of subscription to allow for the clearance of
funds and will within 1 day of issuance cause such shares to be delivered to the
Trustees account at Wells Fargo Bank.
Mr. Blaszczak, our sole officer and director may not purchase any shares covered
by this registration statement.
The Company is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission (the
"S.E.C.") under the Securities Act of 1933, as amended (the "Securities
Act").The offering proceeds and the securities to be issued to investors must be
deposited in an trust account (the "Deposited Funds" and "Deposited Securities,"
respectively). While held in the trust account, the deposited securities may not
be traded or transferred. Except for an amount up to 10% of the deposited funds
otherwise releasable upon entire completion of the offering, the deposited funds
and the deposited securities may not be released until an acquisition meeting
certain specified criteria (See Plan of Distribution) has been consummated and
sufficient investors reconfirm their investment in accordance with the
procedures set forth in Rule 419 so that the remaining funds are adequate to
allow the acquisition to be consummated. Pursuant to these procedures, a new
prospectus, which describes an acquisition candidate and its business and
includes audited financial statements, will be delivered to all investors. The
Company must return the deposited funds to any investor who does not elect to
remain an investor (each investor will receive a return of his funds held in
escrow less the 10% portion of proceeds to be provided to the company). Unless
sufficient investors elect to remain investors so that the remaining funds are
adequate to allow the acquisition to be consummated, all investors will be
entitled to the return of the deposited funds and none of the deposited
securities will be issued to investors (each investor will receive a return of
his funds held in escrow less the 10% portion of proceeds to be provided to the
company). In the event an acquisition is not consummated within 18 months of the
effective date of this prospectus, the deposited funds will be returned to all
investors. The funds to be received by investors will not include the 10% of
proceeds which may be released to the company.
The reconfirmation offer must commence within five business days after the
effective date of the post-effective amendment. The post-effective amendment
will contain information about the acquisition/merger candidate including their
financials. The reconfirmation is for the protection of the investors as
investors will have an opportunity to review information on the
merger/acquisition entity and to have their subscriptions canceled and payment
refunded or reconfirm their subscriptions. Pursuant to Rule 419, the terms of
the reconfirmation offer must include the following conditions:
(1) The prospectus contained in the post-effective amendment will be sent
to each investor whose securities are held in the trust account within
five business days after the effective date of the post-effective
amendment;
2) Each investor will have no fewer than 20, and no more than 45,
business days from the effective date of the post-effective amendment
to notify the Company in writing that the investor elects to remain an
investor;
6
(3) If the Company does not receive written notification from any investor
within 45 business days following the effective date, the Deposited
Funds held in the trust account on such investor's behalf will be
returned to the investor within five business days by first class mail
or other equally prompt means; (The funds to be received by investors
will not include the 10% of proceeds which may be released to the
company.)
(4) The acquisition(s) will be consummated only if sufficient investors
elect to reconfirm their investments so that the remaining funds are
adequate to complete the acquisition; and
(5) If a consummated acquisition(s) has not occurred within 18 months from
the date of this prospectus, the Deposited Funds held in the trust
account shall be returned to all investors within five business days
by first class mail or other equally prompt means minus up to 10% that
may be released to the registrant after the entire completion of the
offering. The funds to be received by investors will not include the
10% of proceeds which may be released to the company.
The offering price of the common stock has been determined arbitrarily and bears
no relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net worth.
Tenaya Acquisitions Company has chosen V Stock Transfer, LLC, 77 Spruce Street,
Suite 201, Cedarhurst, NY 11516 as its transfer agent. The Company expects to
seek quotations for its securities upon completion of the offering and a
merger/acquisition and the reconfirmation offering.
The purchase of the common stock in this offering involves a high degree of
risk. The common stock offered in this prospectus is for investment purposes
only and currently no market for our common stock exists. Please refer to the
sections entitled "Risk Factors" and "Dilution" before making an investment in
this stock.
7
SUMMARY FINANCIAL INFORMATION
The following table sets forth summary financial data derived from our financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
TENAYA ACQUISITION COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS
Cumulative results
from inception
(June 20, 2013) to
June 30, 2013
-------------
REVENUE
Revenues $ --
-----------
TOTAL REVENUES --
-----------
EXPENSES
General & Administrative 685
Professional Fees 7,315
-----------
TOTAL EXPENSES 8,000
-----------
Provision for income taxes --
-----------
NET LOSS $ (8,000)
===========
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,600,000
===========
The auditors' report and accompanying notes are an integral part of
these financial statements.
8
RISK FACTORS
Investment in the securities offered hereby involves certain risks and is
suitable only for investors of substantial financial means. Prospective
investors should carefully consider the following risk factors in addition to
the other information contained in this prospectus, before making an investment
decision concerning the common stock. This section discloses all of the material
risks of an investment in this Company.
HAVING A SOLE OFFICER AND DIRECTOR MAY HINDER OPERATIONS RESULTING IN THE
FAILURE OF THE BUSINESS. Tenaya Acquisitions Company's operations depend solely
on the efforts of Brian Blaszczak, the sole officer and director of the Company.
Mr. Blaszczak has no specific experience, qualification, attributes or skills to
perform as a director of a blank check company nor in the acquisition of
acquisition candidates. Mr. Blaszczak has no experience related to public
company management, nor as a principal accounting officer. Because of this, the
Company may be unable to offer and sell the shares in this offering, develop our
business or manage our public reporting requirements. The Company cannot
guarantee that it will be able overcome any such obstacles. While seeking a
business combination, our sole officer and director, Mr. Blaszczak anticipates
devoting approximately ten hours per month to the business of the Company. The
Company's officer has not entered into a written employment agreement with the
Company and is not expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officer and director. Notwithstanding
the combined limited experience and time commitment of our sole officer and
director, Mr. Blaszczak, loss of the services of this individual would adversely
affect development of the Company's business and its likelihood of continuing
operations. The Company has no other full or part time employees. See
"DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."
POTENTIAL CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS WHICH MAY RESULT
IN THE FAILURE OF THE BUSINESS. Brian Blaszczak is involved in other employment
opportunities and may periodically face a conflict in selecting between Tenaya
Acquisitions Company and other personal and professional interests. Company has
not formulated a policy for the resolution of such conflicts should they occur.
If the Company loses Mr. Blaszczak to other pursuits without a sufficient
warning, the Company may, consequently, go out of business.
RULE 419 LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS WHICH MAY RESULT IN THE
FAILURE OF THE BUSINESS. Rule 419 requires that the securities to be issued and
the funds received in this offering be deposited and held in a trust account
pending the completion of a qualified acquisition. Before the acquisition can be
completed and before the funds and securities can be released, the Company will
be required to update its registration statement with a post-effective
amendment. After the effective date of any such post-effective amendment, the
Company is required to furnish investors with the new prospectus containing
information, including audited financial statements, regarding the proposed
acquisition candidate and its business. Investors must decide to remain
investors or require the return of their investment funds. Any investor not
making a decision within 45 days of the effectiveness of the post-effective
amendment will automatically receive a return of his investment funds. Up to 10%
of the proceeds from the offering may be released to the Company upon entire
completion of the offering and therefore may not be returned to investors.
Although investors may request the return of their funds in connection with the
reconfirmation offering required, the Company's shareholders will not be
afforded an opportunity to approve or disapprove any particular transaction.
NO FACT THAT NO AUDITED FINANCIAL STATEMENTS ARE BEING REQUIRED PRIOR TO
BUSINESS COMBINATION BEING DEEMED PROBABLE MAY DECREASE CONFIDENCE IN AVAILABLE
FINANCIALS. The Company shall not require the business combination target to
provide audited financial statements until it is probable that an agreement for
merger or acquisition may be reached, thus there is the risk that the unaudited
statements which are provided to the Company during its due diligence may
contain errors that an audit would have found thus exposing the investors to the
risk that the business combination target may not be as valuable as it appears
during the combination approval process. It is anticipated that any acquisition
will not be deemed probable until the point of the signing of either a Letter of
Intent ("LOI") or agreement. The audits will be required at this time in order
to be included in the post-effective amendment required by Rule 419. The Issuer
does not anticipate seeking such acquisition until the point that the minimum
offering has been exceeded and sales have ceased.
9
PROHIBITION TO SELL OR OFFER TO SELL SHARES IN TRUST ACCOUNT MAY LIMIT LIQUIDITY
FOR A SIGNIFICANT PERIOD OF TIME. It shall be unlawful for any person to sell or
offer to sell Shares held in the trust account other than pursuant to a
qualified domestic relations order or by will or the laws of descent and
distribution. As a result investors may be unable to sell or transfer their
shares for a significant period of time.
THE FACT THAT THE COMPANY HAS DISCRETIONARY USE OF PROCEEDS IN THIS "BLANK
CHECK" OFFERING MAY LEAD TO UNCERTAINTY AS TO FUTURE BUSINESS SUCCESS WHICH MAY
RESULT IN THE FAILURE OF THE BUSINESS. As a result of our sole officer and
director, Mr. Blaszczak's broad discretion with respect to the specific
application of the net proceeds of this offering, this offering can be
characterized as a "blank check" offering. Although substantially all of the net
proceeds of this offering are intended generally to be applied toward affecting
a Business Combination, such proceeds are not otherwise being designated for any
more specific purposes. Accordingly, prospective investors will invest in the
Company without an opportunity to evaluate the specific merits or risks of any
one or more business combinations. There can be no assurance that determinations
ultimately made by the Company relating to the specific allocation of the net
proceeds of this offering will permit the Company to achieve its business
objectives. See "Description of Business."
MR. BLASZCZAK'S LACK OF EXPERIENCE MAY RESULT IN THE ACQUISTION OR ATTEMPTED
ACQUISITON WITHOUT DISCOVERY OF ADVERSE FACTS WHICH MAY RESULT IN A FAILED
ACQUISITION. The company may not discover or adequately evaluate adverse facts
about a potential opportunity or business acquisition given Mr. Blaszczak's lack
of experience in the mergers and acquisitions field. Mr. Blaszczak will run
Google background checks on the potential officers and directors and examine the
audited financials provided.
AN ACQUISITION CANDIDATE MAY BE IN THE EARLY STAGES OF DEVELOPMENT OR BE
FINANCIALLY UNSTABLE WHICH MAY RESULT IN A FAILED ACQUISITION OR IN FAILURE OF
THE BUSINESS AFTER AN ACQUISITION. A target company may be financially unstable,
or may be in its early stages of development or growth without established
records of sales or earnings. Thus it is possible that any such acquisition will
fail or that the company's business may fail after completion of an acquisition
resulting in a complete loss of the investor's investment.
THE COMPANY'S SECURITIES ARE SUBJECT TO THE PENNY STOCK RULES WHICH MAY LIMIT
INVESTMENT. The SEC has adopted rules that regulate broker/dealer practices in
connection with transactions in penny stocks. Penny stocks generally are 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 system). The penny stock rules require a
broker/dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker/dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker/dealer, and its salesperson in the transaction, and 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 such rules, the broker/dealer must
make a special written determination that a penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. These heightened disclosure requirements may have the effect of
reducing the number of broker/dealers willing to make a market in our shares,
reducing the level of trading activity in any secondary market that may develop
for our shares, and accordingly, customers in our securities may find it
difficult to sell their securities, if at all. Investors in penny stocks may be
entitled to cancel the purchase and receive a refund if a sale is in violation
of the penny stock rules or other federal or states securities laws and if a
penny stock is sold to the investor in a fraudulent manner, investors may be
able to sue the persons and firms that committed the fraud for damages.
MR. BLASZCZAK MAY NOT PAY ALL THE EXPENSES OF THE OFFERING RESULTING IN THE
FAILURE TO COMPLETE THIS OFFERING WHICH MAY RESULT IN THE FAILURE OF THE
BUSINESS. Mr. Blaszczak has agreed to pay all the expenses of this offering
however there is no enforceable agreement to this effect and thus in the event
10
that Mr. Blaszczak fails to pay all the expenses of this offering, the offering
may not be completed resulting in the lack of success of the Company's business
plan.
REGULATIONS CONCERNING "BLANK CHECK" ISSUERS MAY LIMIT BUSINESS COMBINATIONS
WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The ability to register or
qualify for sale the Shares for both initial sale and secondary trading is
limited because a number of states have enacted regulations pursuant to their
securities or "blue sky" laws restricting or, in some instances, prohibiting,
the sale of securities of "blank check" issuers, such as the Company, within
that state. In addition, many states, while not specifically prohibiting or
restricting "blank check" companies, may not register the Shares for sale in
their states. Because of such regulations and other restrictions, the Company's
selling efforts, and any secondary market which may develop, may only be
conducted in those jurisdictions where an applicable exemption is available or a
blue sky application has been filed and accepted or where the Shares have been
registered.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF
SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has had no
operating history nor any revenues or earnings from operations. The Company has
no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company can consummate a business combination with a profitable business
opportunity. This may lessen the possibility of finding a suitable acquisition
or merger candidate as such loss would be inherited on their financial
statements. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS RESULTS IN NO ASSURANCE OF
SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While our sole officer and director, Mr. Blaszczak intends to seek
business combinations with entities having established operating histories,
there can be no assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the Company's
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY
LIMIT POSSIBLE BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE
BUSINESS. The Company is and will continue to be an insignificant participant in
the business of seeking mergers with, joint ventures with and acquisitions of
small private entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
SINCE THERE IS NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND NO
STANDARDS FOR BUSINESS COMBINATION THE INVESTORS MAY NOT APPROVE THE TRANSACTION
WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger with, joint
venture with or acquisition of, an entity. There can be no assurance the Company
will be successful in identifying and evaluating suitable business opportunities
or in concluding a business combination. Our sole officer and director has not
identified any particular industry or specific business within an industry for
evaluations. The Company has been in the developmental stage since inception and
has no operations to date. Other than issuing shares to its original
shareholder, the Company never commenced any operational activities. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,
and without which the Company would not consider a business combination in any
form with such business opportunity. It is a requirement under Rule 419(e) of
the Securities Act that the net assets or fair market value of any business to
11
be acquired must represent at least 80% of the maximum offering proceeds. The
acquisition may be consummated through the use of the offering proceeds, loans
or equity.
THE COMPANY'S REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION WHICH MAY
RESULT IN THE FAILURE OF THE BUSINESS. The Company will be required to provide
certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
THE COMPANY'S LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT
BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The
Company has neither conducted, nor have others made available to it, results of
market research indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have, and does not
plan to establish, a marketing organization. Even in the event demand is
identified for a merger or acquisition contemplated by the Company, there is no
assurance the Company will be successful in completing any such business
combination.
THE COMPANY'S LACK OF DIVERSIFICATION MAY LIMIT FUTURE BUSINESS WHICH MAY RESULT
IN THE FAILURE OF THE BUSINESS. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with only one business opportunity. Consequently, the Company's
activities will be limited to those engaged in by the business opportunity which
the Company merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
THE COMPANY MAY FALL UNDER POSSIBLE INVESTMENT COMPANY ACT REGULATION WHICH MAY
INCREASE COSTS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Although the
Company will be subject to regulation under the Securities Exchange Act of 1933,
our sole officer and director, Mr. Blaszczak, believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
THE PROBABLE CHANGE IN CONTROL AND MANAGEMENT UPON A BUSINESS COMBINATION MAY
RESULT IN UNCERTAIN MANAGEMENT FUTURE WHICH MAY RESULT IN THE FAILURE OF THE
BUSINESS. A business combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in the Company. Any such business combination
may require our sole officer and director of the Company, Mr. Blaszczak, to sell
or transfer all or a portion of the Company's common stock held by him, or
resign as a member of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of the present officer
and director of the Company and a corresponding reduction in or elimination of
his participation in the future affairs of the Company.
THE REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY
RESULT IN DILUTION. The Company's primary plan of operation is based upon a
business combination with a private concern which, in all likelihood, would
result in the Company issuing securities to shareholders of such private
company. The issuance of previously authorized and unissued common stock of the
Company would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and would most likely result in a change
in control or management of the Company.
12
THE DISADVANTAGES OF A BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS
WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A potential business combination candidate may find it
more beneficial to go public directly rather than through a combination with a
blank check company and the requirements of a post-effective amendment and
having to clear its application to trade using information provided by the
Company rather than its own internal information.
THE POSSIBLE FEDERAL AND STATE TAXATION OF A BUSINESS COMBINATION MAY DISCOURAGE
BUSINESS COMBINATIONS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination the Company may undertake. Currently, such transactions
may be structured so as to result in tax- free treatment to both companies,
pursuant to various federal and state tax provisions. The Company intends to
structure any business combination so as to minimize the federal and state tax
consequences to both the Company and the target entity; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction, reduce the future value of
the shares and potentially discourage a business combination.
BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES RESULTING IN A LONGER
TIME TO COMPLETION OF THE OFFERING OR FAILURE OF THE OFFERING ALL TOGETHER.
Because the securities registered hereunder have not been registered for resale
under the blue sky laws of any state, and the Company has no current plans to
register or qualify its shares in any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase the securities which
could reduce the size of the potential market. As a result of recent changes in
federal law, non-issuer trading or resale of the Company's securities is exempt
from state registration or qualification requirements in most states. However,
some states may continue to attempt to restrict the trading or resale of
blind-pool or "blank-check" securities. Accordingly, investors should consider
any potential secondary market for the Company's securities to be a limited one.
SINCE THERE IS NO ASSURANCE SHARES WILL BE SOLD THIS MAY RESULT IN LIMITING
FUTURE OPERATING CAPITAL. The 3,000,000 Common Shares to be sold by the issuer
are to be offered directly by the Company, and no individual, firm, or
corporation has agreed to purchase or take down any of the shares. No assurance
can be given that any or all of the Shares will be sold.
THE COMPANY'S BUSINESS ANALYSIS BEING DONE BY A NON PROFESSIONAL MAY INCREASE
RISK OF POOR ANALYSIS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS. Analysis
of business operations will be undertaken by our sole officer and director who
is not a professional business analyst. Thus the depth of such analysis may not
be as great as if undertaken by a professional which increases the risk that any
merger or acquisition candidate may not continue successfully.
THE ARBITRARY OFFERING PRICE MEANS THE SHARES MAY NOT REFLECT FAIR MARKET VALUE.
The Offering Price of the Shares bears no relation to book value, assets,
earnings, or any other objective criteria of value. They have been arbitrarily
determined by the Company. There can be no assurance that, even if a public
trading market develops for the Company's securities, the Shares will attain
market values commensurate with the Offering Price.
IF THE COMPANY LACKS SUCCESSFUL MARKETING EFFORTS THIS MAY RESULT IN FAILURE OF
THE BUSINESS. One of the methods the Company will use to find potential merger
or acquisition candidates will be to run classified ads in the Wall Street
Journal and similar publications periodically seeking companies which are
looking to merge with a public shell. Other methods included personal contacts
and contacts gained through social networking. There is no evidence showing that
these methods of identifying a suitable merger opportunity will be successful.
Lack of identification and completion of a successful merger/acquisition will
render the shares sold hereunder worthless.
SINCE THERE IS NO PUBLIC MARKET FOR COMPANY'S SECURITIES THE LIQUIDITY OF THE
SHARES MAY BE LIMITED. Prior to the Offering, there has been no public market
for the Shares being offered. There can be no assurance that an active trading
13
market will develop or that purchasers of the Shares will be able to resell
their securities at prices equal to or greater than the respective initial
public offering prices. No trading of our common stock will be permitted until
following our consummation of a business combination meeting the requirements of
Rule 419(e)(1)(ii). The market price of the Shares may be affected significantly
by factors such as announcements by the Company or its competitors, variations
in the Company's results of operations, and general market conditions. No
trading in our common stock being offered will be permitted until the completion
of a business combination meeting the requirements of Rule 419. Movements in
prices of stock may also affect the market price in general. As a result of
these factors, purchasers of the Shares offered hereby may not be able to
liquidate an investment in the Shares readily or at all.
THE SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE
MARKET DILUTING THE VALUE OF THE SHARES PURCHASED HEREUNDER. All of the
8,000,000 Shares, which are held by our sole officer and director, Mr.
Blaszczak, have been issued in reliance on the private placement exemption under
the Securities Act of 1933, as amended ("Act")). Such Shares will not be
available for sale in the open market except in reliance upon Rule 144 under the
Act. In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least one year, including persons who may be deemed
Affiliates of the Company (as that term is defined under the Act) would be
entitled to sell such shares. This offering will make a substantial number of
the Shares owned by our sole officer and director, Mr. Blaszczak eligible for
sale in the future which may adversely affect the market price of the Common
Stock. Mr. Blaszczak, our sole officer and director's shares will remain bound
by the affiliate resale restrictions enumerated in Rule 144 of the Securities
Act of 1933.
THE COMPANY'S COMPLIANCE WITH THE CURRENT AND PERIODIC REPORTING REQUIREMENTS
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 MAY PROVE TOO BURDENSOME WHICH MAY
RESULT IN THE FAILURE OF THE BUSINESS. Upon the effectiveness of this
registration and the filing of the Form 8A, the Company will be fully reporting
and subject to the current and periodic reporting requirements under the
Securities and Exchange Act of 1934. The burden of the time and expense of these
reporting requirements may be beyond the capabilities of the Company which may
result in the failure of the business.
INVESTORS WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION. Assuming the maximum
shares offered herein are sold, the purchasers of the common stock in this
offering will incur an immediate and substantial dilution of approximately
$0.008 per share while our present stockholders will receive an increase of
$0.002 per share in the net tangible book value of the shares they hold. This
will result in a 80.00% dilution for purchasers of stock in this offering.
Assuming the minimum shares offered herein are sold, giving effect to the
receipt of the minimum estimated offering proceeds of this offering net of the
offering expenses, our net book value will be $8,200 or 0.0009 per share.
Therefore the purchasers of the common stock in this offering will incur an
immediate and substantial dilution of approximately $0.0091 per share while our
present stockholders will receive an increase of $0.0009 per share in the net
tangible book value of the shares they hold. This will result in a 91.00%
dilution for the purchasers of stock in this offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements about our business,
financial condition and prospects that reflect our sole officer and director,
Mr. Blaszczak's assumptions and beliefs based on information currently
available. We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of our assumptions should
prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the actual results may differ materially from
those indicated by the forward-looking statements.
There may be risks and circumstances that management may be unable to predict.
When used in this document, words such as, "believes," "expects," "intends,"
"plans," "anticipates," "estimates" and similar expressions are intended to
identify and qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.
[Balance of this Page Intentionally Left Blank]
14
USE OF PROCEEDS
Without realizing the minimum offering proceeds, the Company will not be able to
commence planned operations and implement our business plan. Please refer to the
section, herein, titled "Management's Discussion and Plan of Operation" for
further information. In the case that the Offering does not reach the maximum
and the total proceeds are less than those indicated in the table, we will have
the discretion to apply the available net proceeds to various indicated uses
within the dollar limits established in the table above. The sole officer of the
Company has paid all of the offering expenses and is not being repaid thus such
expenses are not being deducted from the proceeds of the offering.
The Company intends to use the proceeds from this offering as follows:
Minimum 50% of Maximum Maximum
------------------- ------------------- ------------------
% % %
Application Of Proceeds $ of total $ of total $ of total
----------------------- ------- -------- ------- -------- ------- --------
Total Offering Proceeds $10,000 100% $15,000 100% $30,000 100%
------- ---- ------- ---- ------- ----
Net Held in Trust(2) $ 9,000 90% $13,500 90% $27,000 90%
Amount Released to Company(1) $ 1,000 10% $ 1,500 10% $ 3,000 10%
------- ---- ------- ---- ------- ----
Total $10,000 100% $15,000 100% $30,000 100%
======= ==== ======= ==== ======= ====
Notes:
(1) The 10% which may be releasable to the company upon the entire completion of
the offering. These funds will be used only for the purpose of locating an
acquisition candidate and closing such acquisition.
(2) Deducting for the 10% which may be releasable to the company upon the entire
completion of the offering. These funds are held in trust as disclosed below.
The Company is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission (the
"S.E.C.") under the Securities Act of 1933, as amended (the "Securities
Act").The offering proceeds and the securities to be issued to investors must be
deposited in an trust account (the "Deposited Funds" and "Deposited Securities,"
respectively). While held in the trust account, the deposited securities may not
be traded or transferred. Except for an amount up to 10% of the deposited funds
otherwise releasable upon the entire completion of the offering, the deposited
funds and the deposited securities may not be released until an acquisition
meeting certain specified criteria (See Plan of Distribution) has been
consummated and sufficient investors reconfirm their investment in accordance
with the procedures set forth in Rule 419 so that the remaining funds are
adequate to allow the acquisition to be consummated. Pursuant to these
procedures, a new prospectus, which describes an acquisition candidate and its
business and includes audited financial statements, will be delivered to all
investors. The Company must return the deposited funds to any investor who does
not elect to remain an investor. (each investor will receive a return of his
funds held in escrow less the 10% portion of proceeds to be provided to the
company). Unless sufficient investors elect to remain investors so that the
remaining funds are adequate to allow the acquisition to be consummated, all
investors will be entitled to the return of their deposited funds and none of
the deposited securities will be issued to investors (each investor will receive
a return of his funds held in escrow less the 10% portion of proceeds to be
provided to the company). In the event an acquisition is not consummated within
18 months of the effective date of this prospectus, the deposited funds will be
returned to all investors. The funds to be received by investors will not
include the 10% of proceeds which may be released to the company.
DETERMINATION OF OFFERING PRICE
The offering price of the common stock has been arbitrarily determined and bears
no relationship to any objective criterion of value. The price does not bear any
relationship to our assets, book value, historical earnings or net worth. No
valuation or appraisal has been prepared for our business. We cannot assure you
that a public market for our securities will develop or continue or that the
securities will ever trade at a price higher than the offering price.
15
DILUTION
"Dilution" represents the difference between the offering price of the shares of
common stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of our issued
and outstanding stock. Our net tangible book value per share before the offering
is $0.00. Assuming all shares offered herein are sold, giving effect to the
receipt of the maximum estimated proceeds of this offering ($30,000) net of the
amount subject to return to non reconfirming* investors ($5,400), our net book
value will be $24,600 or $0.002 per share ($24,600 divided by the 10,400,000
shares then outstanding).The sole officer has paid all of the offering expenses
and is not being repaid thus such expenses are not being deducted from the
proceeds. Therefore, the purchasers of the common stock in this offering will
incur an immediate and substantial dilution of approximately $0.008 per share
while our present stockholders will receive an increase of $0.002 per share in
the net tangible book value of the shares they hold. This will result in a
80.00% dilution for purchasers of stock in this offering. Assuming the minimum
shares offered herein are sold, giving effect to the receipt of the minimum
estimated offering proceeds of this offering net of the amount subject to return
to non reconfirming investors ($1,800), our net book value will be $8,200 or
0.0009 per share ($8,200 divided by the 8,800,000 shares then outstanding).
Therefore the purchasers of the common stock in this offering will incur an
immediate and substantial dilution of approximately $0.0091 per share while our
present stockholders will receive an increase of $0.0009 per share in the net
tangible book value of the shares they hold. This will result in a 91.00%
dilution for the purchasers of stock in this offering.
* In the event that shareholders owning at least 80% of the shares
purchased in the offering consent, the reconfirming investors funds
will be fully available to the company while the non reconfirming
investors funds will be returned to them minus 10% releasable to the
Company.
The following table illustrates the dilution to the purchasers of the common
stock in this offering:
Minimum Maximum
Offering Offering
-------- --------
Offering Price Per Share $0.01 $0.01
Book Value Per Share Before the Offering $0.00 $0.00
Book Value Per Share After the Offering $0.0009 $0.002
Net Increase to Original Shareholder $0.0009 $0.002
Decrease in Investment to New Shareholders $0.0091 $0.008
Dilution to New Shareholders (%) 91.00% 80.00%
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16
SELLING SHAREHOLDER
None.
PLAN OF DISTRIBUTION
There is no public market for our common stock. Our common stock is currently
held by one shareholder. Therefore, the current and potential market for our
common stock is limited and the liquidity of our shares may be severely limited.
Other than pursuant to certain exemptions permitted by Rule 419, no trading in
our common stock being offered will be permitted until the completion of a
business combination meeting the requirements of Rule 419. To date, we have made
no effort to obtain listing or quotation of our securities on a national stock
exchange or association. The Company has not identified or approached any
broker/dealers with regard to assisting us to apply for such listing. The
Company is unable to estimate when we expect to undertake this endeavor or that
we will be successful. In the absence of listing, no market is available for
investors in our common stock to sell their shares. The Company cannot guarantee
that a meaningful trading market will develop or that we will be able to get our
common stock listed for trading.
If the stock ever becomes tradable, the trading price of our common stock could
be subject to wide fluctuations in response to various events or factors, many
of which are beyond our control. As a result, investors may be unable to sell
their shares at or greater than the price at which they are being offered.
This offering will be conducted on a best-efforts basis utilizing the efforts of
Brian Blaszczak acting as a non-exclusive sales agent. Potential investors
include, but are not limited to, family, friends and acquaintances of Mr.
Blaszczak. The intended methods of communication include, without limitation,
telephone and personal contact. In their endeavors to sell this offering, they
will not use any mass advertising methods such as the internet or print media.
Every potential purchaser will be provided with a prospectus at the same time as
the subscription agreement. Every potential purchaser will be provided with a
prospectus at the same time as the subscription agreement.
Checks payable as disclosed herein received by the sales agent in connection
with sales of our securities will be transmitted immediately into a trust
account until the offering is closed. There can be no assurance that all, or
any, of the shares will be sold.
Brian Blaszczak is acting as underwriter and sales agent for the offering.
There can be no assurance that all, or any, of the shares will be sold. As of
this date, we have not entered into any agreements or arrangements for the sale
of the shares with any broker/dealer or sales agent. However, if we were to
enter into such arrangements, we will file a post-effective amendment to
disclose those arrangements because any broker/dealer participating in the
offering would be acting as an underwriter and would have to be so named herein.
In order to comply with the applicable securities laws of certain states, the
securities may not be offered or sold unless they have been registered or
qualified for sale in such states or an exemption from such registration or
qualification requirement is available and with which we have complied. The
purchasers in this offering and in any subsequent trading market must be
residents of such states where the shares have been registered or qualified for
sale or an exemption from such registration or qualification requirement is
available. As of this date, we have not identified the specific states where the
offering will be sold. We will file a pre-effective amendment indicating which
state(s) the securities are to be sold pursuant to this registration statement.
Brian Blaszczak is relying rely on the safe harbor from broker-dealer
registration in Rule 3a4-1 under the Exchange Act in offering the Company's
securities.
Under Rule 3a 4-1 of the Securities Exchange Act an issuer may conduct a direct
offering of its securities without registration as a broker/dealer. Such
offering may be conducted by officers who perform substantial duties for or on
behalf of the issuer otherwise than in connection with securities transactions
and who were not brokers or dealers or associated persons of brokers or dealers
within the preceding 12 months and who have not participated in selling an
offering of securities for any issuer more that once every 12 months, with
certain exceptions.
17
Furthermore, such persons may not be subject to a statutory disqualification
under Section 3(a)(39) of the Securities Exchange Act and may not be compensated
in connection with securities offerings by payment of commission or other
remuneration based either directly or indirectly on transactions in securities
and at the time of offering our shares may not be associated persons of a broker
or dealer. Mr. Blaszczak will meet these requirements.
The Company is conducting a "Blank Check" offering subject to Rule 419 of
Regulation C as promulgated by the U.S. Securities and Exchange Commission (the
"S.E.C.") under the Securities Act of 1933, as amended (the "Securities
Act").The offering proceeds and the securities to be issued to investors must be
deposited in an trust account (the "Deposited Funds" and "Deposited Securities,"
respectively). While held in the trust account, the deposited securities may not
be traded or transferred other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1
of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the
rules thereunder. Except for an amount up to 10% of the deposited funds
otherwise releasable upon the entire completion of the offering, the deposited
funds and the deposited securities may not be released until an acquisition
meeting certain specified criteria (having a value of at least 80% of the amount
raised in this offering) has been consummated and a sufficient number of
investors reconfirm their investment in accordance with the procedures set forth
in Rule 419 so that the remaining funds are adequate to allow the acquisition to
be consummated. The acquisition may be consummated through the use of the
proceeds of this offering, loans or equity. Pursuant to these procedures, a new
prospectus, which describes an acquisition candidate and its business and
includes audited financial statements, will be delivered to all investors. The
Company must return the deposited funds to any investor who does not elect to
remain an investor (each investor will receive a return of his funds held in
escrow less the 10% portion of proceeds to be provided to the company). Unless
sufficient investors elect to remain investors so that the remaining funds are
adequate to allow the acquisition to be consummated, all investors will be
entitled to the return of the deposited funds and none of the deposited
securities will be issued to investors (each investor will receive a return of
his funds held in escrow less the 10% portion of proceeds to be provided to the
company). In the event an acquisition is not consummated within 18 months of the
effective date of this prospectus, the deposited funds will be returned to all
investors(10% may have been released to the Company upon the entire completion
of the offering). The funds to be received by investors will not include the 10%
of proceeds which may be released to the company.
The proceeds from the sale of the shares in this offering will be payable to
Underhill Securities Corp. fbo Tenaya Acquisitions Company ("Trust Account") and
will be deposited in a non-interest bearing bank account at Wells Fargo Bank
until the trust conditions are met. The funds will be deposited by noon the next
business day from receipt of the funds. No interest will be paid to any
shareholder or the Company. All subscription agreements and checks are
irrevocable. All subscription funds will be held in the Trust Account until the
earlier of: (i) consummation of an acquisition meeting the requirements of Rule
419 or (ii) 18 months have passed from the date of the prospectus and no such
acquisition has been consummated and no funds shall be released to Tenaya
Acquisitions Company until such a time as the trust conditions are met other
than up to 10% as disclosed herein. In the event that 18 months have passed from
the date of the prospectus and no such acquisition has been consummated funds
shall be returned to investors (each investor will receive a return of his funds
held in escrow less the 10% portion of proceeds to be provided to the company).
Securities will be released to investors upon the consummation of an acquisition
meeting the requirements of Rule 419. The funds to be received by investors will
not include the 10% of proceeds which may be released to the company. The
Trustee will continue to receive funds and perform additional disbursements
until either (i) consummation of an acquisition meeting the requirements of Rule
419 or (ii) 18 months have passed from the date of the prospectus and no such
acquisition has been consummated. Thereafter, this trust agreement shall
terminate. If the Minimum Offering is not achieved within 180 days of the date
of this prospectus, all subscription funds will be returned to investors
promptly without interest or deduction of fees upon the expiration of 180 days.
The fee of the Trustee is $2,500.00 which is not being paid with proceeds of
this offering. [See Exhibit 99(a)]. The amount of funds actually collected in
the trust account from checks that have cleared the interbank payment system, as
reflected in the records of the insured depository institution, is the only
factor assessed in determining whether the minimum offering condition has been
met. Underhill Securities Corp. (which has a net cap. of $25,000 or more as
required under Rule 419 for a broker to act as an Trustee for a Rule 419
offering ) as Trustee acting as trustee for the separate investors will make the
determination based solely on the account records of the insured depository
institution (Wells Fargo Bank).
18
Investors can purchase common stock in this offering by completing a
Subscription Agreement [attached hereto as Exhibit 99(c)] and sending it
together with payment in full. All payments must be made in United States
currency either by personal check, bank draft, or cashier's check. There is no
minimum subscription requirement. All subscription agreements and checks are
irrevocable. The Company expressly reserves the right to either accept or reject
any subscription. Any subscription rejected will be returned to the subscriber
within 5 business days of the rejection date. Furthermore, once a subscription
agreement is accepted, it will be executed without reconfirmation to or from the
subscriber. Once we accept a subscription, the subscriber cannot withdraw it.
DESCRIPTION OF SECURITIES TO BE REGISTERED
COMMON STOCK
Tenaya Acquisitions Company is authorized to issue 75,000,000 shares of common
stock, $0.001 par value. The company has issued 8,000,000 shares of common stock
to date held by one (1) shareholder of record.
The holders of Tenaya Acquisitions Company's common stock:
1. Have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors;
2. Are entitled to share ratably in all of assets available for
distribution to holders of common stock upon liquidation, Dissolution,
or winding up of corporate affairs;
3. Do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
4. Are entitled to one vote per share on all matters on which
stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable
and all shares of common stock which are the subject of this offering, when
issued, will be fully paid for and non-assessable.
The SEC has adopted rules that regulate broker/dealer practices in connection
with transactions in penny stocks. Penny stocks generally are 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 system). The penny stock rules require a
broker/dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker/dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker/dealer, and its salesperson in the transaction, and 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 such rules, the broker/dealer must
make a special written determination that a penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. These heightened disclosure requirements may have the effect of
reducing the number of broker/dealers willing to make a market in our shares,
reducing the level of trading activity in any secondary market that may develop
for our shares, and accordingly, customers in our securities may find it
difficult to sell their securities, if at all.
PREEMPTIVE RIGHTS
No holder of any shares of Tenaya Acquisitions Company stock has preemptive or
preferential rights to acquire or subscribe for any unissued shares of any class
of stock or any unauthorized securities convertible into or carrying any right,
option or warrant to subscribe for or acquire shares of any class of stock not
disclosed herein.
19
NON-CUMULATIVE VOTING
Holders of Tenaya Acquisitions Company 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 directors.
CASH DIVIDENDS
As of the date of this prospectus, Tenaya Acquisitions 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 earnings, if
any, capital requirements and our financial position, general economic
conditions, and other pertinent conditions. The Company does not intend to pay
any cash dividends in the foreseeable future, but rather to reinvest earnings,
if any, in business operations.
REPORTS
After this offering, Tenaya Acquisitions Company will make available to its
shareholders annual financial reports certified by independent accountants, and
will, furnish unaudited quarterly financial reports.
INTEREST OF NAMED EXPERTS AND COUNSEL
Harold Gewerter is legal counsel to the Company. Mr. Gewerter has provided an
opinion on the validity of the common stock to be issued pursuant to this
Registration Statement. Mr. Gewerter has also been retained as special counsel
to our Company for purposes of facilitating our efforts in securing registration
before the Commission.
Messineo & Co, CPAs, LLC is the independent auditor for the Company. Messineo &
Co, CPAs, LLC have provided their audit report as contained herein and therefore
are considered an expert in accounting.
No experts or counsel to the company have any shares or other interests in the
Company.
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20
INFORMATION WITH RESPECT TO THE REGISTRANT
DESCRIPTION OF BUSINESS
Tenaya Acquisitions Company (the "Company"), was incorporated on June 20, 2013
under the laws of the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception and has no
operations date. Other than issuing shares to its original shareholder, the
Company never commenced any operational activities.
The Company was formed by Brian Blaszczak, the initial director, for the purpose
of creating a corporation which could be used to consummate a merger or
acquisition. Mr. Blaszczak serves as President, Secretary, Treasurer and
Director. Mr. Blaszczak determined next to proceed with filing a Form S-1.
Mr. Blaszczak, the President and Director, elected to commence implementation of
the Company's principal business purpose, described below under "Plan of
Operation". As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Our sole officer and director, Mr. Blaszczak, does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein.
The Company is an Emerging Growth Company as defined in the Jumpstart Our
Business Startups Act.
The Company shall continue to be deemed an emerging growth company until the
earliest of--
(A) the last day of the fiscal year of the issuer during which it had total
annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation
every 5 years by the Commission to reflect the change in the Consumer Price
Index for All Urban Consumers published by the Bureau of Labor Statistics,
setting the threshold to the nearest 1,000,000) or more;
(B) the last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities of the
issuer pursuant to an effective registration statement under this title;
(C) the date on which such issuer has, during the previous 3-year period, issued
more than $1,000,000,000 in non-convertible debt; or
(D) the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto.'.
As an emerging growth company the company is exempt from Section 404(b) of
Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their
annual reports concerning the scope and adequacy of the internal control
structure and procedures for financial reporting. This statement shall also
assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.
As an emerging growth company the company is exempt from Section 14A and B of
the Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.
The Company has irrevocably opted out of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of
the Act.
21
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
Tenaya Acquisitions Company is currently in the development stage. During this
development period, we plan to rely exclusively on the services of our sole
officer and director to establish business operations and perform or supervise
the minimal services required at this time. We believe that our operations are
currently on a small scale and manageable by us. There are no full or part-time
employees. The responsibilities are mainly administrative at this time, as our
operations are minimal.
DESCRIPTION OF PROPERTY
We use a corporate office located at 1930 Village Center Circle #3-201, Las
Vegas, Nevada 89134. Office space is being provided free of charge by our sole
officer and director and is adequate for the company needs for the foreseeable
future. There are currently no proposed programs for the renovation, improvement
or development of the facilities currently in use.
LEGAL PROCEEDINGS
The following disclosures cover proceedings over the last 10 years:
Brian Blaszczak, our officer and director has not been convicted in a criminal
proceeding.
Brian Blaszczak, our officer and director has not been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
There are no known pending legal or administrative proceedings against the
Company.
No officer, director, significant employee or consultant has had any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy filing or
within two years prior to that time.
MARKET PRICE OF AND DIVIDENDS ON THE ISSUER'S COMMON STOCK
MARKET PRICE
As of the date of this prospectus, there is no public market in Tenaya
Acquisitions Company common stock. This prospectus is a step toward creating a
public market for our stock, which may enhance the liquidity of our shares.
However, there can be no assurance that a meaningful trading market will
develop. Tenaya Acquisitions Company and its sole officer and director, Mr.
Blaszczak, makes no representation about the present or future value of our
common stock. Other than pursuant to certain exceptions permitted by Rule 419,
no trading in your common stock being offered will be permitted until the
completion of a business combination meeting the requirements of Rule 419.
As of the date of this prospectus,
1. There are no outstanding options or warrants to purchase, or other
instruments convertible into, common equity of Tenaya Acquisitions
Company.;
2. There are currently 8,000,000 shares of our common stock held by our
officer and director that are not eligible to be sold pursuant to Rule
144 under the Securities Act;
3. Other than the stock registered under this Registration Statement,
there is no stock that has been proposed to be publicly offered
resulting in dilution to the current shareholder.
All of the presently outstanding shares of common stock (8,000,000) are
"restricted securities" as defined under Rule 144 promulgated under the
Securities Act and may only be sold pursuant to an effective registration
statement or an exemption from registration, if available. The SEC has adopted
final rules amending Rule 144, which became effective on February 15, 2008.
Pursuant to the new Rule 144, one year must elapse from the time a "shell
company", as defined in Rule 405, ceases to be a "shell company" and files Form
10 information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
22
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the "Exchange Act"). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at any time previously a reporting or
non-reporting shell company as defined in Rule 405, can only be resold in
reliance on Rule 144 if the following conditions are met: (1) the issuer of the
securities that was formerly a reporting or non-reporting shell company has
ceased to be a shell company; (2) the issuer of the securities is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the
issuer of the securities has filed all reports and material required to be filed
under Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding twelve months (or shorter period that the Issuer was required to file
such reports and materials), other than Form 8-K reports; and (4) at least one
year has elapsed from the time the issuer filed the current Form 10 type
information with the SEC reflecting its status as an entity that is not a shell
company.
At the present time, the Company is classified as a "shell company" under Rule
405 of the Securities Act. As such, all restricted securities presently held by
the founders of the Company may not be resold in reliance on Rule 144 until: (1)
the Company files Form 10 information with the SEC when it ceases to be a "shell
company"; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
HOLDERS
As of the date of this prospectus, Tenaya Acquisitions Company has 8,000,000
shares of $0.001 par value common stock issued and outstanding held by 1
shareholder of record.
DIVIDENDS
We have neither declared nor paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including its financial condition, results of operations,
capital requirements, contractual restrictions, business prospects, and other
factors that the Board of Directors considers relevant.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This section must be read in conjunction with the Audited Financial Statements
included in this prospectus.
PLAN OF OPERATION
Tenaya Acquisitions Company was incorporated on June 20, 2013.
The Registrant intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Registrant has no acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. Neither the Company's sole officer,
director, promoter nor any affiliates thereof have engaged in any preliminary
contact or discussions with any representative of any other company regarding
the possibility of an acquisition or merger between the Company and such other
company as of the date of this registration statement.
The Company will obtain audited financial statements of a target entity. The
Board of Directors does intend to obtain certain assurances of value of the
target entity's assets prior to consummating such a transaction. These
assurances consist mainly of financial statements. The Company will also examine
business, occupational and similar licenses and permits, physical facilities,
trademarks, copyrights, and corporate records including articles of
incorporation, bylaws and minutes if applicable. In the event that no such
assurances are provided the Company will not move forward with a combination
with this target. Closing documents relative thereto will include
representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents.
23
The Registrant has no full time employees. The Registrant's officer has agreed
to allocate a portion of his time to the activities of the Registrant, without
compensation. Our sole officer and director, Mr. Blaszczak anticipates that the
business plan of the Company can be implemented by our officer devoting
approximately 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer. See "DIRECTORS, EXECUTIVE OFFICERS"
The Company is filing this registration statement on a voluntary basis because
the primary attraction of the Registrant as a merger partner or acquisition
vehicle will be its status as an SEC reporting company. The company will upon
effectiveness be required to file periodic reports as required by Item 15(d) of
the Exchange Act and also the company is filing a form 8A registering the
company under Section 12G of the Exchange Act concurrently with this
registration statement which will register the Company's common shares under the
Exchange Act and upon the effectiveness of such registration statement, the
company will be required to report pursuant to Section 13 of the Exchange Act.
Any business combination or transaction will likely result in a significant
issuance of shares and substantial dilution to present stockholders of the
Registrant.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The company will upon effectiveness be
required to file periodic reports as required by Item 15(d) of the Exchange Act
and also the company is filing a form 8A registering the company under Section
12G of the Exchange Act concurrently with this registration statement which will
register the Company's common shares under the Exchange Act and upon the
effectiveness of such registration statement, the company will be required to
report pursuant to Section 13 of the Exchange Act.
The Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities. Our sole officer and director, Mr. Blaszczak, anticipates that it
will be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Financial
Statements." This lack of diversification should be considered a substantial
risk to shareholders of the Company because it will not permit the Company to
offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
One of the methods the Company will use to find potential merger or acquisition
candidates will be to run classified ads in the Wall Street Journal and similar
publications periodically seeking companies which are looking to merge with a
public shell. Other methods included personal contacts and contacts gained
through social networking. There is no evidence showing that these methods of
identifying a suitable merger opportunity will be successful.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, our sole officer and director, Mr. Blaszczak,
believes that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing may be
sought, providing liquidity for incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of applicable
statutes) for all shareholders and other factors. Business opportunities may be
available in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, our sole officer and director, Mr. Blaszczak, believes the Company will
be able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
24
incurring the cost and time required to conduct an initial public offering. The
costs of an initial public offering may include substantial attorney and auditor
fees and the time factor can vary widely (could be as short as a month or take
several years for example) and is unpredictable. A business combination with The
Company may eliminate some of those unpredictable variables as the initial
review process on a large active business could easily extend over a period of a
year or more requiring multiple audits and opinions prior to clearance. On the
other hand a business combination with the Company may raise other variables
such as the history of the Company having been out of the targets control and
knowledge. Thus they have to rely on the representations of the Company in their
future filings and decisions. In addition, the additional step of a business
combination may increase the time necessary to process and clear an application
for trading. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-Q's, or
10-K's, agreements and related reports and documents. If an entity is deemed a
Shell Company the 8-K which must be filed upon the completion of a merger or
acquisition requires all of the information normally disclosed in the filing of
a Form 10. Once deemed a Shell Company, Rule 144 imposes additional restrictions
on securities sought to be sold or traded under Rule 144. The Securities
Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 34 Act. Nevertheless, the
officer and director of the Company has not conducted market research and is not
aware of statistical data which would support the perceived benefits of a merger
or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officer and director of the Company, who is not a
professional business analyst. Our sole officer and director, Mr. Blaszczak,
intends to concentrate on identifying preliminary prospective business
opportunities which may be brought to its attention through present associations
of the Company's sole officer and shareholder. In analyzing prospective business
opportunities, our sole officer and director, Mr. Blaszczak, will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. Our sole officer and director, Mr. Blaszczak, will meet
personally with management and key personnel of the business opportunity as part
of his investigation. To the extent possible, the Company intends to utilize
written reports and personal investigation to evaluate the above factors. The
Company will not acquire or merger with any company for which audited financial
statements cannot be obtained.
Our sole officer and director, Mr. Blaszczak, while not experienced in matters
relating to the new business of the Company, will rely upon his own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. However, if the Company does retain such an outside consultant
or advisor, any cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such obligation. There have been no discussions, understandings,
contracts or agreements with any outside consultants and none are anticipated in
the future. In the past, the Company's sole officer and director, Mr. Blaszczak,
has never used outside consultants or advisors in connection with a merger or
acquisition.
The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition. The Company also has
no plans to conduct any offerings under Regulation S.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
25
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present sole officer and director and shareholder, Mr.
Blaszczak of the Company will no longer be in control of the Company. In
addition, the Company's director may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of the
Company's shareholders. Mr. Blaszczak has agreed to pay all the expenses of the
offering estimated at $7,504 and has in fact paid most of those fees prior to
the filing of this prospectus. Mr. Blaszczak has also agreed to pay all expenses
of finding, doing due diligence and completing an acquisition. It is anticipated
that these expenses will be between $15,000 and $20,000.
It is anticipated that the Company's principal shareholder may actively
negotiate or otherwise consent to the purchase of a portion of their common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction at a price not to exceed $0.10 per share. No transfer or sales of
any shares held in trust shall be permitted other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.),
or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et
seq.), or the rules thereunder. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no longer
considered a "shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax- free" reorganization
under Sections 368a or 351 of the Internal Revenue Code (the "Code").
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then-shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements. The Company will
need to file such audited statements as part of its post-effective amendment
(reconfirmation). The Company is filing a Form 8a concurrently with this
registration statement and thus will be subject to all of the reporting
requirements included in the 34 Act. Included in these requirements is the
affirmative duty of the Company to file independent audited financial statements
as part of its Form 8-K to be filed with the Securities and Exchange Commission
upon consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-K.
The Company's sole officer and shareholder has verbally agreed that he will
advance to the Company any additional funds which the Company needs for
operating capital and for costs in connection with searching for or completing
26
an acquisition or merger. He has also agreed that such advances will be made
interest free without expectation of repayment. There is no dollar cap on the
amount of money which he may advance to the Company. The Company will not borrow
any funds from anyone for the purpose of repaying advances made by the
shareholder, and the Company will not borrow any funds to make any payments to
the Company's promoters, sole officer and director, Mr. Blaszczak or his
affiliates or associates.
COMPETITION
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Since inception until the present time, the principal independent accounting for
the Company has neither resigned (nor declined to stand for reelection) nor have
been dismissed. The independent accountant for the Company is Messineo & Co,
CPAs, LLC, 2451 North McMullen Booth Road, Suite 309, Clearwater, Florida 33759.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our director is elected by the stockholders to a term of one year and serve
until a successor is elected and qualified. Our officer is appointed by the
Board of Directors to a term of one year and serve until a successor is duly
elected and qualified, or until removed from office. Our Board of Directors does
not have any nominating, auditing or compensation committees.
The following table sets forth certain information regarding our executive
officer and director as of the date of this prospectus:
Name Age Position Period of Service(1)
---- --- -------- --------------------
Brian Blaszczak (2) 52 President, Secretary, Inception - Current
Treasurer, and Director
Notes:
(1) Our director will hold office until the next annual meeting of the
stockholders, typically held on or near the anniversary date of inception, and
until successors have been elected and qualified. Mr. Blaszczak is the sole
director and he appointed himself as the company's sole officer and will hold
office until resignation or removal from office.
(2) Brian Blaszczak has outside interests and obligations other than Tenaya
Acquisitions Company. He intends to spend approximately 10 hours per month on
our business affairs. At the date of this prospectus, Tenaya Acquisitions
Company is not engaged in any transactions, either directly or indirectly, with
any persons or organizations considered promoters other than Brian Blaszczak.
BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
BRIAN BLASZCZAK, PRESIDENT, SECRETARY, TREASURER, DIRECTOR, SOLE SHAREHOLDER,
AGE 52.
In addition to his positions with the Company, Mr. Blaszczak is currently the
President of Summit Business Services, Las Vegas, Nevada. Mr. Blaszczak founded
the company in 2007 and its primary business activity is writing business plans
including pro-forma financials. Summit Business Services also offers business
compliance services for small and medium size businesses. From 2006 - 2007; Mr.
Blaszczak was the Chief Operating Officer for Cab-tive Advertising, a taxi cab
advertising company with an office in Las Vegas, Nevada. From 2001 - 2005; Mr.
Blaszczak was the Chief Operating Officer of Taxi Vision. Based in Las Vegas,
Nevada, Taxi Vision offered taxi cab advertising. Mr. Blaszczak's prior work
27
experience includes Vice President of Telpac Industries, Inc. from 1996 - 2000.
Telpac was a telecommunications company with an office in Las Vegas, Nevada. Mr.
Blaszczak's prior work experience includes a basic understanding of the
financials and operations of a business which provides Mr. Blaszczak a basis for
evaluating potential merger/acquisition candidates. He received a Bachelor of
Business Administration degree in finance from Western Michigan University in
1983.
During the past five years Mr. Blaszczak was a director of Spartan Business
Services a publically traded company listed on the OTCBB. He was a director for
the company in 2009.
Our officer and director is not a full time employee of our company and is
actively involved in other business pursuits. He also intends to form additional
blank check companies in the future that will have corporate structures and
business plans that are similar or identical to ours. Accordingly, he may be
subject to a variety of conflicts of interest. Since our officer and director is
not required to devote any specific amount of time to our business, he will
experience conflicts in allocating his time among his various business
interests. Moreover, any future blank check companies that are organized by our
officer and director may compete with our company in the search for a suitable
target.
In general, officers and directors of a Nevada corporation are obligated to
exercise their powers in good faith and with a view to the interests of the
corporation.
To minimize potential conflicts of interest arising from multiple corporate
affiliations, our officer and director will not ordinarily make affirmative
decisions to allocate a particular business opportunity to a particular
acquisition vehicle. Instead, he will provide the available due diligence
information on all available acquisition vehicles to the potential target, and
ask the potential target to make a final selection. There is no assurance that a
potential target will conclude that our company is best suited to its needs or
that an acquisition will ever occur.
LEGAL
BOARD COMMITTEES
Tenaya Acquisitions Company has not yet implemented any board committees as of
the date of this prospectus.
DIRECTORS
The number of Directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one ( 1 ). Although we anticipate
appointing additional directors, the Company has not identified any such person
or any time frame within which this may occur.
[Balance of this Page Intentionally Left Blank]
28
EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation Long Term Compensation
--------------------------------------- --------------------------------------
Name and Other Restricted Securities
Principal Annual Stock Underlying LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Award(s)($) Options(#) Payouts($) Compensation($)
-------- ---- --------- -------- --------------- ----------- ---------- ---------- ---------------
Brian Blaszczak 2013 -- -- -- -- -- -- --
Officer and Director
DIRECTORS' COMPENSATION
Our director is not entitled to receive compensation for services rendered to
Tenaya Acquisitions Company, or for each meeting attended except for
reimbursement of out-of-pocket expenses. There are no formal or informal
arrangements or agreements to compensate directors for services provided as a
director.
EMPLOYMENT CONTRACTS AND OFFICERS' COMPENSATION
Since Tenaya Acquisitions Company's incorporation on June 20, 2013, we have not
paid any compensation to any officer, director or employee. We do not have
employment agreements. Any future compensation to be paid will be determined by
the Board of Directors, and, as appropriate, an employment agreement will be
executed. We do not currently have plans to pay any compensation until such time
as it maintains a positive cash flow.
STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN
Tenaya Acquisitions Company currently does not have existing or proposed option
or SAR grants.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the date of this
offering with respect to the beneficial ownership of our common stock by all
persons known to us to be beneficial owners of more than 5% of any such
outstanding classes, and by each director and executive officer, and by all
officers and directors as a group. Unless otherwise specified, the named
beneficial owner has, to our knowledge, either sole or majority voting and
investment power.
Amount of Percent of Class
Title of Name, Title and Address of Beneficial Beneficial Before After
Class Owner of Shares (1) Ownership (2) Offering Offering (3)
----- ------------------- ------------- -------- ------------
Common Brian Blaszczak, President, 8,000,000 100.00% 72.72%
Secretary, Treasurer and Director
All Directors and Officers
as a group (1 person) 8,000,000 100.00% 72.72%
Footnotes
(1) The address of each executive officer one director is c/o Tenaya
Acquisitions Company., 1930 Village Center Circle #3-201, Las Vegas, Nevada
89134.
(2) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or share investment
power with respect to a security (i.e., the power to dispose of, or to direct
the disposition of a security).
(3) Assumes the sale of the maximum amount of this offering (3,000,000 shares of
common stock). The aggregate amount of shares to be issued and outstanding after
the offering is 11,000,000.
29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On or about June 20, 2013, Brian Blaszczak, our officer and director, paid for
expenses involved with the incorporation of the Company with personal funds on
behalf of the Company in the amount of $685 and made a $5,000 equity investment
in the Company totaling $5,685.00. On June 24, 2013 the Company issued 5,685,000
shares of common stock at $0.001 par value to Brian Blaszczak, the Company's
founder, for the equity investment and expenses paid from personal funds which
issuance was exempt from the registration provisions of Section 5 of the
Securities Act under Section 4(2) of such same said act.
On June 24, 2013 the Company issued 2,315,000 shares of common stock at $.001
par value to Brian Blaszczak, the Company's founder, for services including
formation of the Company and for work performed over the last two months
developing and furthering the business of the Company. This issuance was exempt
from the registration provisions of Section 5 of the Securities Act under
Section 4(2) of such same said act. These services were valued in the amount of
$2,315.
The price of the common stock issued to Brian Blaszczak was arbitrarily
determined and bore no relationship to any objective criterion of value. At the
time of issuance, the Company was recently formed or in the process of being
formed and possessed no assets.
Brian Blaszczak, the company's sole shareholder, officer and director is the
only promoter of the company.
REPORTS TO SECURITY HOLDERS
1. After this offering, Tenaya Acquisitions Company will furnish shareholders
with audited annual financial reports certified by independent accountants, and
will furnish unaudited quarterly financial reports.
2. After this offering, Tenaya Acquisitions Company will file periodic and
current reports with the Securities and Exchange Commission as required to
maintain the fully reporting status. The Company is filing a Form 8A
concurrently with this registration.
3. The public may read and copy any materials Tenaya Acquisitions Company files
with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Tenaya acquisitions
Company's SEC filings will also be available on the SEC's Internet site. The
address of that site is: http://www.sec.gov
THE SECURITIES AND EXCHANGE COMMISSION'S POLICY ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
company pursuant to any provisions contained in its Articles of Incorporation,
Bylaws, or otherwise, Tenaya Acquisitions Company has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Tenaya Acquisitions Company of expenses incurred or paid by
a director, officer or controlling person of Tenaya Acquisitions Company 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, Tenaya Acquisitions Company will, unless in the opinion of Tenaya
Acquisitions Company's legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
30
TENAYA ACQUISITIONS COMPANY
(A Development Stage Company)
Financial Statements
June 30, 2013
CONTENTS
Page
----
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of June 30, 2013 F-3
Statement of Operations for the period of June 20, 2013 (Inception)
to June 30, 2013 F-4
Statement of Changes in Stockholders' Equity(Deficit) cumulative
from June 20, 2013 (Inception) to June 30, 2013 F-5
Statement of Cash Flows for the period of June 20, 2013 (Inception)
to June 30, 2013 F-6
Notes to the Financial Statements F-7
F-1
Messineo & Co, CPAs, LLC
2451 N McMullen Booth Rd Ste. 309
Clearwater, FL 33759-1362 [LOGO]
T: (727) 421-6268
F: (727) 674-0511
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Tenaya Acquisitions Company
1930 Village Center Circle, suite 3-201
Las Vegas, Nevada 89134
We have audited the accompanying balance sheet of Tenaya Acquisitions Company (a
development stage entity) as of June 30, 2013 and the related statement of
operations, stockholder's equity and cash flows for the period from June 20,
2013 (date of inception) through 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as,
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tenaya Acquisitions Company (a
development stage entity) as of June 30, 2013 and the results of its operations
and its cash flows for the period from June 20, 2013 (date of inception) through
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 2 to the
financial statements, the Company has incurred a loss, has not emerged from the
development stage, and may be unable to raise further equity. These factors
raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Messineo & Co, CPAs LLC
------------------------------------
Messineo & Co, CPAs LLC
Clearwater, Florida
July 11, 2013
F-2
TENAYA ACQUISITION COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30, 2013
-------------
ASSETS
CURRENT ASSETS
Cash $ 1,000
-------
TOTAL CURRENT ASSETS 1,000
-------
TOTAL ASSETS $ 1,000
=======
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 1,000
-------
TOTAL CURRENT LIABILITIES 1,000
-------
STOCKHOLDERS' EQUITY/(DEFICIT)
Common Stock, $0.001 par value
Authorized
75,000,000 Shares of Common Stock, $0.001 par value,
Issued and outstanding
8,000,000 Shares of Common Stock at $0.001 per share
at June 30, 2013 8,000
Deficit Accumulated During the Development Stage (8,000)
-------
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) --
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) $ 1,000
=======
The auditors' report and accompanying notes are an integral part of
these financial statements.
F-3
TENAYA ACQUISITION COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Cumulative results
from inception
(June 20, 2013) to
June 30, 2013
-------------
REVENUE
Revenues $ --
-----------
TOTAL REVENUES --
-----------
EXPENSES
General & Administrative 685
Professional Fees 7,315
-----------
TOTAL EXPENSES 8,000
-----------
Provision for income taxes --
-----------
NET LOSS $ (8,000)
===========
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,600,000
===========
The auditors' report and accompanying notes are an integral part of
these financial statements.
F-4
TENAYA ACQUISITION COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
FROM INCEPTION (JUNE 20, 2013) TO JUNE 30, 2013
Deficit
Common Stock Accumulated
---------------------- Additional During the
Number of Paid-in Development
shares Amount Capital Stage Total
------ ------ ------- ----- -----
Inception (June 20, 2013) -- $ -- $ -- $ -- $ --
Founder's shares issued for cash
at $0.001 per share on June 24, 2013 5,685,000 5,685 -- -- 5,685
Shares issued for Services at $0.001
per share on June 24, 2013 2,315,000 2,315 -- -- 2,315
Net loss for the period from inception
through June 30, 2013 (8,000) (8,000)
---------- -------- ------- -------- -------
BALANCE, JUNE 30, 2013 8,000,000 $ 8,000 $ -- $ (8,000) $ --
========== ======== ======= ======== =======
The auditors' report and accompanying notes are an integral part of
these financial statements
F-5
TENAYA ACQUISITION COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Cumulative results
from inception
(June 20, 2013) to
June 30, 2013
-------------
OPERATING ACTIVITIES
Net loss $(8,000)
Change in Operating Assets and Liabilities:
Increase (decrease) in Accounts Payable and
Accrued Expenses 1,000
Shares Issued for Services 2,315
-------
NET CASH USED IN OPERATING ACTIVITIES (4,685)
-------
FINANCING ACTIVITIES
Issuance of Common Stock 5,685
-------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,685
-------
NET INCREASE (DECREASE) IN CASH 1,000
CASH, BEGINNING OF PERIOD --
-------
CASH, END OF PERIOD $ 1,000
=======
Supplemental Cash Flow Information and
noncash Financing Activities:
Cash paid for:
Common Stock Issued for Services $ 2,315
=======
The auditors' report and accompanying notes are an integral part of
these financial statements.
F-6
TENAYA ACQUISITION COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Tenaya Acquisitions Company was formed in the State of Nevada on June 20, 2013,
and its year end is June 30. We are a development stage company incorporated to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the developmental
stage since inception and has no operations to date. Other than issuing shares
to its original shareholder, the Company never commenced any operational
activities.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended June 30, 2013,
the Company had no operations. As of June 30, 2013 the Company had not emerged
from the development stage. In view of these matters, the Company's ability to
continue as a going concern is dependent upon the Company's ability to begin
operations and to achieve a level of profitability. The Company intends on
financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources, including term notes until such time
that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.
The sole officer/director has agreed to advance funds to the Company to meet its
obligations.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements present the balance sheet, statement of operations,
stockholders' equity (deficit) and cash flows of the Company. These financial
statements are presented in United States dollars and have been prepared in
accordance with accounting principles generally accepted in the United States.
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company considers highly
liquid financial instruments purchased with a maturity of three months or less
to be cash equivalent. At June 30, 2013, the Company had $1,000 in cash.
ADVERTISING
Advertising costs are expensed as incurred. As of June 30, 2013 no advertising
costs have been incurred.
F-7
PROPERTY
The Company does not own or rent any property. The office space is provided by
the CEO at no charge.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
REVENUE AND COST RECOGNITION
The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
INCOME TAXES
The Company follows the liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
RECENT ACCOUNTING PRONOUNCEMENTS
The company has evaluated all the recent accounting pronouncements and believes
that none of them will have a material effect on the company's financial
statement.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has determined the estimated fair value of financial instruments
using available market information and appropriate valuation methodologies. The
fair value of financial instruments classified as current assets or liabilities
approximate their carrying value due to the short-term maturity of the
instruments.
NOTE 4 - CAPITAL STOCK
The Company is authorized to issue an aggregate of 75,000,000 common shares with
a par value of $0.001 per share. No preferred shares have been authorized or
issued. At June 30, 2013, 8,000,000 common shares are issued and outstanding.
F-8
On June 24, 2013, the Company issued 5,685,000 Founder's shares at $0.001 per
share (par value) for total cash of $5,685.
On June 24, 2013, the Company issued 2,315,000 shares for services provided
since inception. These shares were issued at par value ($0.001 per share) for
services valued at $2,315.
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
NOTE 5 - INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Accounting for Uncertainty in Income Taxes when it is
more likely than not that a tax asset cannot be realized through future income
the Company must allow for this future tax benefit. We provided a full valuation
allowance on the net deferred tax asset, consisting of net operating loss carry
forwards, because management has determined that it is more likely than not that
we will not earn income sufficient to realize the deferred tax assets during the
carry forward period.
The components of the Company's deferred tax asset and reconciliation of income
taxes computed at the statutory rate to the income tax amount recorded as of
2013 is as follows:
June 30, 2013
-------------
Net operating loss carry forward 8,000
Effective Tax rate 34%
Deferred Tax Assets 2,720
Less: Valuation Allowance (2,720)
-------
Net deferred tax asset $ 0
=======
The net federal operating loss carry forward will expire in 2033. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
From time to time the Company may be a party to litigation matters involving
claims against the Company. Management believes that there are no current
matters that would have a material effect on the Company's financial position or
results of operations.
NOTE 7 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through July 8, 2013, the date the
financial statements were available to be issued. Management is not aware of any
significant events that occurred subsequent to the balance sheet date that would
have a material effect on the financial statements thereby requiring adjustment
or disclosure.
F-9
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by Tenaya
Acquisitions Company in connection with the sale of the common stock being
registered. Tenaya Acquisitions Company has agreed to pay all costs and expenses
in connection with this offering of common stock. Brian Blaszczak is the source
of the funds for the costs of the offering. Mr. Blaszczak has no agreement in
writing to pay the expenses of this offering on behalf of Tenaya Acquisitions
Company and thus such agreement to do so is not enforceable. The estimated
expenses of issuance and distribution, assuming the maximum proceeds are raised,
are set forth below.
Legal and Professional Fees $ 4,000
Accounting Fees $ 1,000
Trust Fees $ 2,500
Registration Fee $ 4
--------
Total $ 7,504
========
ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Tenaya Acquisitions Company's Articles of Incorporation and Bylaws provide for
the indemnification of a present or former director or officer to the fullest
extent permitted by Nevada law, against all expense, liability and loss
reasonably incurred or suffered by the officer or director in connection with
any action against such officer or director.
Officer and Director indemnity is covered by Section 78.7502
NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action, suit or proceeding if the person:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he or she had
reasonable cause to believe that the conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably incurred by the
person in connection with the defense or settlement of the action or suit if the
person:
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(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him or her
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense.
ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES
Since inception, Tenaya Acquisitions Company issued the following unregistered
securities in private transactions without registering the securities under the
Securities Act:
On or about June 20, 2013, Brian Blaszczak, our officer and director, paid for
expenses involved with the incorporation of the Company with personal funds on
behalf of the Company in the amount of $685 and made a $5,000 equity investment
in the Company in exchange for 5,685,000 shares of common stock of the Company,
each, par value $0.001 per share.
On June 24, 2013 the Company issued 2,315,000 shares of common stock at $.001
par value to Brian Blaszczak, the Company's founder, for services including
formation of the Company and for work performed over the last two months
developing and furthering the business of the Company.
At the time of the issuance, Brian Blaszczak was in possession of all available
material information about us, as he is the only officer and director. On the
basis of these facts, Tenaya Acquisitions Company claims that the issuance of
stock to its founding shareholder qualifies for the exemption from registration
contained in Section 4(2) of the Securities Act of 1933. Tenaya Acquisitions
Company believes that the exemption from registration for these sales under
Section 4(2) was available because:
* Brian Blaszczak is an executive officer of Tenaya Acquisitions Company
and thus had fair access to all material information about Tenaya
Acquisitions Company before investing;
* There was no general advertising or solicitation; and
* The shares bear a restrictive transfer legend.
All shares issued to Brian Blaszczak were at a price per share of $0.001. The
price of the common stock issued to him was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance,
Tenaya Acquisitions Company was recently formed or in the process of being
formed and possessed no assets.
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ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Name/Identification of Exhibit
----------- ------------------------------
3.1 Articles of Incorporation
3.2 Bylaws
5 Opinion of Harold Gewerter, Esq.
10.1 Trust Agreement
10.2 Oral Agreement Summary
23.1 Consent of Independent Auditor
23.2 Consent of Harold Gewerter, Esq. (See Exhibit 5)
99.1 Subscription Agreement
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) 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;
Provided however, That:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
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Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
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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Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
a. The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
2. For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus 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.
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SIGNATURES
Pursuant to 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 authorized in the City of Las Vegas, State of Nevada on
July 11, 2013.
Tenaya Acquisitions Company
(Registrant)
By: /s/ Brian Blaszczak
------------------------------------
Brian Blaszczak, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed b the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Brian Blaszczak President, Secretary and Director July 11, 2013
----------------------------- Chief Executive Officer
Brian Blaszczak
/s/ Brian Blaszczak Treasurer July 11, 2013
----------------------------- Chief Accounting Officer,
Brian Blaszczak Chief Financial Officer
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