UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM S-1


REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 
DAS Global Capital Corp
(Exact name of registrant as specified in its charter)
 
Nevada
6531
45-2037328
(State or other 
jurisdiction of
(Primary 
Standard 
Industrial
(I.R.S. Employer
incorporation or 
organization)
Classification 
Code Number)
Identification 
Number)

1785 E Sahara Ave, Ste 490
Las Vegas Nevada 89104
(281) 914-8635
(Address, including zip code, and telephone number, 
including area code, of registrant?s principal 
executive offices)

 
Darrell A Calloway
1785 E Sahara Ave, Ste 490
Las Vegas, Nevada 89104
(281) 914-8635
(Name, address, including zip code, and telephone 
number, including area code, of agent for service)



 
 


  
  
 
  

Approximate date of commencement of proposed sale to 
the public:
As soon as practicable after their Registration 
Statement is declared effective.

 
 
If any of the securities being registered in ther 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: ?   

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

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

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

Indicate by check mark whether the registrant is a 
large accelerated filer, an accelerated filed, a non-
accelerated filer, or a smaller reporting 
company.  See the definitions of ?large accelerated 
filer,? ?accelerated filer? and ?smaller reporting 
company? in Rule 12b-2 of the Exchange Act.

Large accelerated filer ?      Accelerated filer ?
Non-accelerated filer ? (Do not check if a smaller 
reporting company) Smaller reporting company ?


CALCULATION OF REGISTRATION FEE

 
Title of 
Each Class 
of 
Securities 
to be 
Registered
 
 
 
Amount to 
be 
Registered
 
Proposed 
Maximum 
Offering 
Price Per 
Unit(1)
 
Proposed 
Maximum 
Aggregate 
Offering 
Price(1)
 
 
 
Amount of 
Registration 
Fee
Common 
Stock, par 
value 
$0.0001 
per share
2,000,000
$0.03
$60,000
$6.97

  
(1)Estimated for purposes of calculating the 
registration fee in accordance with Rule 457 of 
the Securities Act of 1933 and the price at 
which the selling security holders will be 
offering their shares.
  


The registrant hereby amends ther 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 ther 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 dates as the 
Securities and Exchange Commission, acting pursuant to 
said section 8(a), may determine.
 
 
  
  
 
  



PROSPECTUS

DAS Global Capital Corp.
2,000,000Shares of Common Stock   

The date of this Prospectus is October 12, 2011.

DAS Global Capital Corp. (?DAS Global Capital Corp?, 
?we?, ?us?, ?our?) is registering 2,000,000 shares of 
common stock held by 35 selling security holders.

The selling security holders will sell at an initial 
price of $0.03 per share until our common stock is 
quoted on the OTC Bulletin Board, and thereafter at 
prevailing market prices or privately negotiated 
prices.  However, there can be no assurance that our 
common stock will become quoted on the OTC Bulletin 
Board.  We will not receive any proceeds from the sale 
of shares of our common stock by the selling security 
holders, who will receive aggregate net proceeds of 
$60,000 if all of the shares being registered are 
sold.  With the exception of any brokerage fees and 
commissions and blue sky expenses, which are the 
responsibility of the selling security holders, we 
will incur all costs associated with this Prospectus, 
which includes our legal and accounting fees, printing 
costs and filing and other miscellaneous fees.

Our common stock is presently not traded on any 
national securities exchange or the NASDAQ Stock 
Market.  We do not intend to apply for listing on any 
national securities exchange or the NASDAQ Stock 
Market.  The purchasers in this offering may be 
receiving an illiquid security.

An investment in our securities is speculative.  See 
the section entitled ?Risk Factors? beginning on page 
4 of this Prospectus.

Neither the Securities and Exchange Commission nor any 
state securities commission has approved or 
disapproved of these securities or passed upon the 
adequacy or accuracy of this Prospectus.  Any 
representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and 
may be changed.  The selling security holders may not 
sell these securities until the registration statement 
that includes this Registration Statement is declared 
effective by the Securities and Exchange 
Commission.  This Prospectus shall not constitute an 
offer to sell or the solicitation of an offer to buy 
these securities, nor shall the selling security 
holders sell any of these securities in any state 
where such an offer or solicitation would be unlawful 
before registration or qualification under such 
state?s securities laws.

You should rely only on the information contained in 
this Prospectus.  We have not authorized anyone to 
provide you with information different from that 
contained in this Prospectus.  The selling 
shareholders are offering to sell, and seeking offers 
to buy, their common shares, only in jurisdictions 
where offers and sales are permitted.  The information 
contained in this Prospectus is accurate only as of 
the date of this Prospectus, regardless of the time of 
delivery of this prospectus or of any sale of our 
common shares.
 
 
  
  
 
  

TABLE OF CONTENTS

Page No.
 
PROSPECTUS SUMMARY
1
DAS Global Capital Corp.
1
The Offering
2
Financial Summary Information
3
RISK FACTORS
4
Risks Relating to DAS Global Capital Corp
4
Risks Relating to the Internet Industry
11
Risks Relating to Our Securities
11
USE OF PROCEEDS
15
DETERMINATION OF OFFERING PRICE
15
DILUTION
16
SELLING SECURITY HOLDERS
16
PLAN OF DISTRIBUTION
19
Regulation M
21
Penny Stock Rules
22
Blue Sky Restrictions on Resale
23
DESCRIPTION OF SECURITIES TO BE REGISTERED
23
Common Stock
23
Voting Rights
23
Dividend Policy
24
Preferred Stock
24
Transfer Agent
24
INTERESTS OF NAMED EXPERTS AND COUNSEL
24
Experts
24
DESCRIPTION OF BUSINESS
25
Forward-Looking Statements
25
Overview
25
Products and Services
27
Target Markets and Marketing Strategy
28
Growth Strategy
29
Competition
29
Intellectual Property
30
Research and Development
30
Government Regulation
30
Employees
32
Reports to Security Holders
32
DESCRIPTION OF PROPERTY
32
LEGAL PROCEEDINGS
33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS
33
Market Information
33
Rule 144
33
Holders
34
Dividends
35
Equity Compensation Plans
35
MANAGEMENT?S DISCUSSION AND ANAYLSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATION
35
Forward Looking Statements
35

 
  
i
 
  
 
Plan of Operation
35
Liquidity and Capital Resources
36
Results of Operations
37
Subsequent Events
38
Going Concern
38
Off-Balance Heet Arrangements
39
Inflation
39
Critical Accounting Policies
39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE
40
DIRECTORS AND EXECUTIVE OFFICERS
40
Directors and Officers
40
Other Directorships
41
Board of Directors and Director Nominees
41
Conflicts of Interest
42
Significant Employees
42
Legal Proceedings
42
Audit Committee
44
Family Relationships
44
Code of Ethics
44
EXECUTIVE COMPENSATION
44
Summary Compensation Table
44
Option Grants
45
Management Agreements
45
Compensation of Directors
45
Pension, Retirement or Similar Benefit Plans
45
Compensation Committee
45
Indemnification
45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
AND MANAGEMENT
46
Change in Control
46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
46
DISCLOSURE OF COMMISSION POSITION ON 
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
47
EXPERTS
48
LEGAL MATTERS
48
FINANCIAL STATEMENTS
F-1
 

  
ii
 
  

PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus 
include ?forward-looking statements?.  To the extent 
that the information presented in this Prospectus 
discusses financial projections, information or 
expectations about our business plans, results of 
operations, products or markets, or otherwise makes 
statements about future events, such statements are 
forward-looking.  Such forward-looking statements can 
be identified by the use of words such as ?intends?, 
?anticipates?, ?believes?, ?estimates?, ?projects?, 
?forecasts?, ?expects?, ?plans? and ?proposes?. 
Although we believe that the expectations reflected in 
these forward-looking statements are based on 
reasonable assumptions, there are a number of risks 
and uncertainties that could cause actual results to 
differ materially from such forward-looking statements. 
These include, among others, the cautionary statements 
in the ?Risk Factors? section beginning on page 4 of 
this Prospectus and the ?Management?s Discussion and 
Analysis of Financial Position and Results of 
Operations? section elsewhere in this Prospectus.

DAS Global Capital Corp

We were incorporated on April 28,  2011 under the laws 
of the State of Nevada.  We do not have any 
subsidiaries.  Our principal executive offices are 
located at 1785 E Sahara Ave, Ste 490, Las Vegas, 
Nevada 89104.  Our telephone number is (281) 914-8636. 
Our website will be up shortly 
www.dasglobalcapital.com.  Our fiscal year end is 
December 31.

We are a start-up, development Stage Company.  We have 
only recently begun operations, have no sales or 
revenues, and therefore rely upon the sale of our 
securities to fund our operations.  We have a going 
concern uncertainty as of the date of our most recent 
financial statements.  

Our website will provide prospective homebuyers with 
comprehensive and easy-to-use information on 
foreclosed residential properties.  Prospective 
homebuyers can search our web-based database free of 
charge, but are required to register in order to save 
favorite listings and searches.  Prospective 
homebuyers will receive free email updates when new 
properties become available that match their previous 
search criteria.  We intend to use our website and our 
web-based database to promote our realtor services to 
prospective homebuyers interested in foreclosed 
residential properties.  

We intend to generate revenue by selling our realtor 
services to prospective homebuyers interested in 
foreclosed residential properties.  Our website will 
advertise our realtor services.  Also, each registered 
user of our website will receive follow-up e-mails 
offering him the ability to schedule an appointment 
with one of our realtors to view properties he has 
seen on our website and to alert him to new properties 
that match her previous search criteria.  In some 
instances, realtors employed or retained by us will 
provide realtor services.  In other instances, we will 
refer these services to outside realtors.  We will 
collect a fixed percentage of the commissions the 
realtors receive on transactions.

Initially, our focus will be on homebuyers interested 
in purchasing foreclosed residential properties in 
Harris, Montgomery, Fort Bend and Galveston Counties 
in the State of Texas.  Depending upon market 
conditions and market acceptance of our realtor 
services, we may expand into other counties in the 
State of Texas.

Our principle business activities will be:  promoting, 
marketing, and selling realtor services to prospective 
homebuyers interested in foreclosed residential 
properties over the Internet; and developing, 
maintaining, and updating a comprehensive and easy to 
use web-based database of information on foreclosed 
residential properties that can be accessed by 
prospective homebuyers free of charge and can be used 
by us to promote our realtor services.

The information contained on our website is not part 
of this Prospectus.
 
 
  
1
 
  

We are not a blank check company.  Rule 419 of 
Regulation C under the Securities Act of 1933 defines 
a ?blank check company? as a (i) development stage 
company that has no specific business plan or purpose 
or has indicated that its business plan is to engage 
in a merger or acquisition with an unidentified 
company or companies, or other entity or person, and 
(ii) is issuing a penny stock.  Accordingly, we do not 
believe that our company may be classified as a ?blank 
check company? because we intend to engage in a 
specific business plan and do not intend to engage in 
any merger or acquisition with an unidentified company 
or other entity.

To the extent we cannot meet our cash requirements for 
the next 12 months by generating revenue, we intend to 
meet such cash requirements through sale of our equity 
securities by way of private placements.  We currently 
do not have any arrangements in place to complete any 
such private placements (nor have we identified any 
potential investors) and there is no assurance that we 
will be successful in completing any such private 
placements on terms acceptable to us.  If we are 
unable to raise sufficient capital to carry out our 
business plan, we may be forced to cease operations 
and you may lose your entire investment.


The Offering

The 2,000,000 shares of our common stock being 
registered by this Prospectus represent approximately 
28.6% of our issued and outstanding common stock as of 
September 30, 2011.  Both before and after the 
offering, Darrell A Calloway, our sole officer and 
director, will control DAS Global Capital.  As of 
September 30, 2011, Mr. Calloway owns 5,000,000 shares, 
representing approximately 71.4% of our issued and 
outstanding common stock.  None of these shares are 
being registered by this Prospectus.  After the 
offering, Mr. Calloway will continue to own 
approximately 71.4% of our issued and outstanding 
common stock.

The following is a brief summary of the offering:

Securities Offered:
2,000,000 shares of common stock, 
par value $0.0001 per share, 
offered by 35 selling security 
holders.
  
  
Initial Offering 
Price:
The $0.03 per share initial 
offering price of our common 
stock was determined by our Board 
of Directors based on several 
factors, including our capital 
structure and the most recent 
selling price of 10,000 shares of 
our common stock in private 
placements for $0.03 per share on 
May  9, 2011.  The selling 
security holders will sell at an 
initial price of $0.03 per share 
until our common stock is quoted 
on the OTC Bulletin Board and 
thereafter at prevailing market 
prices or privately negotiated 
prices.  However, there can be no 
assurance that our common stock 
will ever become quoted on the 
OTC Bulletin Board.
  
  
Minimum Number of 
Securities to be 
Sold in ther 
Offering:
None.
 
 
  
2
 
  
 
Securities Issued 
and to be Issued:
As of September 30, 2011, we had 
7,000,000 issued and outstanding 
shares of our common stock, and 
no issued and outstanding 
convertible securities. 
 
All of the common stock to be 
sold under this Prospectus will 
be sold by existing security 
holders.  There is no establihed 
market for the common stock being 
registered. We intend to engage a 
market maker to apply to have our 
common stock quoted on the OTC 
Bulletin Board.  This process 
usually takes at least 60 days 
and the application must be made 
on our behalf by a market 
maker.  We have not yet engaged a 
market maker to file our 
application.  If our common stock 
becomes quoted and a market for 
the stock develops, the actual 
price of the shares will be 
determined by prevailing market 
prices at the time of the 
sale.  The trading of securities 
on the OTC Bulletin Board is 
often sporadic and investors may 
have difficulty buying and 
selling or obtaining market 
quotations, which may have a 
depressive effect on the market 
price of our common stock.
  
  
Proceeds:
We will not receive any proceeds 
from the sale of our common stock 
by the selling security holders.

Financial Summary Information

All references to currency in this Prospectus are to 
U.S. Dollars, unless otherwise noted.

The following table sets forth selected financial 
information, which should be read in conjunction with 
the information set forth in the ?Management?s 
Discussion and Analysis of Financial Position and 
Results of Operations? section and the accompanying 
financial statements and related notes included 
elsewhere in ther Prospectus.

Balance Heet Data

  
 
As of 
September 
30, 2011 
(Audited)
 
 
As of June 
30, 2011 
(Unaudited)
 
Balance Heet
 
 
 
 
 
 
Working Capital 
 
$
22,675
 
 
$
12,574
 
Total Current Assets
 
$
30,700
 
 
 
24,318
 
Total Current Liabilities
 
$
(8,025
)
 
$
(11,744
)

Income Heet Data

  
 
Period 
from April 
28, 2011 
(date of 
inception) 
to 
September 
30, 2011 
(Audited)
 
 
Three 
Months 
Ended June 
30, 2011 
(Unaudited)
 
 
Period from 
September 
30, 2011 
(date of 
inception) 
to June 30, 
2011 
(Unaudited)
 
Income 
Statement
 
 
 
 
 
 
 
 
 
Revenues
 
$
0
 
 
$
0
 
 
$
0
 
Expenses
 
$
8,425
 
 
$
39,501
 
 
$
47,926
 
Net Loss
 
$
(8,425
)
 
$
(39,501
)
 
$
(47,926
)
Net Loss per 
share
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.01
)

 
  
3
 
  
 
RISK FACTORS

Please consider the following risk factors before 
deciding to invest in our common stock.

Any investment in our common stock involves a high 
degree of risk. You should consider carefully the 
risks and uncertainties described below, and all other 
information contained in this Prospectus, before you 
decide whether to purchase our common stock.  The 
occurrence of any of the following risks could harm 
our business.  You may lose part or all of your 
investment due to any of these risks or uncertainties.

This Prospectus also contains forward-looking 
statements that involve risks and uncertainties.  Our 
actual results could differ materially from those 
anticipated in these forward-looking statements as a 
result of certain factors, including the risks we face 
as described below and elsewhere in this Prospectus.

Risks Relating to DAS Global Capital Corp.

Our auditors have issued a going concern 
opinion.  This means that there is substantial doubt 
that we will continue operations for the next 12 
months.  If we cease operations, you could lose your 
investment.

Our auditors have issued a going concern 
opinion.  This means that there is substantial doubt 
that we can continue as an ongoing business for the 
next 12 months.  The financial statements do not 
include any adjustments that might result from the 
uncertainty about our ability to continue in 
business.  As such we may have to cease operations and 
you could lose your investment.

We have a limited operating history and have losses 
that we expect to continue into the future.  There is 
no assurance our future operations will result in 
profitable revenues.  If we cannot generate sufficient 
revenues to operate profitably, we will cease 
operations and you will lose your investment.

We were incorporated on April 28, 2011 and have only 
recently begun our business operations. While 
prospective clients can now search our web-based 
database free of charge, we have not realized any 
revenues from our realtor services.  We have very 
limited operating history upon which an evaluation of 
our future success or failure can be made.  Our net 
loss from inception through September 30, 2011 is 
$47,926.  Since April 28, 2011, we have incurred 
$11,200 in expenses, of which $5,000 is for legal fees, 
$5,700 is for audit fees, and $500 is for general 
office expenses.  The $5,000 in legal fees relates to 
the offering of securities described in this 
prospectus.  The $500 in general office expenses 
consists of bank charges, office maintenance, 
communication expenses (cellular, internet, fax and 
telephone), courier, postage and office supplies.  Our 
ability to achieve and maintain profitability and 
positive cash flow is dependent upon successfully 
acquiring clients who buy properties.  We will charge 
all of our realtors (including our sole officer and 
director) a fixed percentage of the commission 
collected by the realtor, which is how we will 
generate revenue.

Based upon current plans, we expect to incur operating 
losses in future periods because we will be incurring 
expenses and not generating revenues.  We cannot 
guarantee that we will be successful in generating 
revenues in the future.  Failure to generate revenues 
will cause you to lose your investment.
 
 
  
4
 
  

We will need a significant amount of capital to carry 
out our proposed business plan, and unless we are able 
to raise sufficient funds, we may be forced to 
discontinue our operations.

In order to carry out our proposed business plan, we 
will require a significant amount of capital.  We 
estimate that we will need approximately $70,000 to 
finance our planned operations for the next 12 months, 
which we must obtain through the sale of equity 
securities or from outside sources.  As of  September 
30, 2011 we had $24,318 in cash in our bank accounts.

Our ability to obtain the necessary financing to carry 
out our business plan is subject to a number of 
factors, including investor acceptance of our business 
plan and general market conditions, the latter of 
which are currently poor due to the worldwide economic 
recession.  These factors may make the timing, amount, 
terms and conditions of such financing unattractive or 
unavailable to us.  If we are unable to raise 
sufficient funds, we will have to significantly reduce 
our spending, delay or cancel our planned activities 
or substantially change our current corporate 
structure.  There is no guarantee that we will be able 
to obtain any funding or that we will have sufficient 
resources to conduct our operations as projected, any 
of which could mean that we will be forced to 
discontinue our operations.

Our focus on foreclosed residential properties in 
Harris, Fort Bend, Galveston and Montgomery Counties 
in Texas may be too narrow for us to be able to 
generate enough revenue to operate profitably.

We will generate revenue by selling our realtor 
services to prospective homebuyers.  We will collect a 
fixed percentage of the commissions our realtors 
receive on transactions.  Initially, our focus will be 
on homebuyers interested in purchasing foreclosed 
residential properties in Harris, Fort Bend, Galveston 
and Montgomery Counties in the State of 
Texas.  Depending upon market conditions and market 
acceptance of our realtor services, we may expand into 
other counties in the State of Texas.  Our focus on 
only homebuyers interested in foreclosed residential 
properties in our target geographic area may be too 
narrow for us to be able generate enough revenue to 
operate profitably.  If our focus is too narrow, we 
may not be able to successfully expand our business 
into other areas (for example, non-foreclosed 
properties or other geographic areas).   If we are not 
able to operate profitably, investors may lose some or 
all of their investment in our company.

Adverse developments in general business, economic and 
political conditions could have a material adverse 
effect on our financial condition and our results of 
operations.

Our business and operations are sensitive to general 
business and economic conditions in the U.S. and 
worldwide.  These conditions include short-term and 
long-term interest rates, inflation, fluctuations in 
debt and equity capital markets and the general 
condition of the U.S. and world economy.  

A host of factors beyond our control could cause 
fluctuations in these conditions, including the 
political environment and acts or threats of war or 
terrorism.  Adverse developments in these general 
business and economic conditions, including through 
recession, downturn or otherwise, could have a 
material adverse effect on our financial condition and 
our results of operations.

Our business is affected by the monetary policies of 
the federal government and its agencies. We are 
particularly affected by the policies of the Federal 
Reserve Board, which regulates the supply of money and 
credit in the U.S.  The Federal Reserve Board?s 
policies affect the real estate market through their 
effect on interest rates.  We are affected by any 
rising interest rate environment.  As mortgage rates 
rise, the number of home sale transactions may 
decrease as potential home sellers choose to stay with 
their lower cost mortgage rather than sell their home 
and pay a higher cost mortgage and potential home 
buyers choose to rent rather than pay higher mortgage 
rates.  As a consequence, the growth in home prices 
may slow as the demand for homes decreases and homes 
become less affordable.  Changes in the Federal 
Reserve Board?s policies, the interest rate 
environment and mortgage market are beyond our control, 
are difficult to predict and could have a material 
adverse effect on our business, results of operations 
and financial condition.
 
 
  
5
 
  

We are negatively impacted by a downturn in the 
residential real estate market.

The residential real estate market tends to be 
cyclical and typically is affected by changes in 
general economic conditions that are beyond our 
control.  The U.S. residential real estate market is 
currently in a significant downturn due to various 
factors including downward pressure on housing prices, 
credit constraints inhibiting new buyers and an 
exceptionally large inventory of unsold homes at the 
same time that sales volumes are decreasing.  We 
cannot predict whether the downturn will worsen or 
when the market and related economic forces will 
return the U.S. residential real estate industry to a 
growth period.

Our businesses are highly regulated and any failure to 
comply with such regulations or any changes in such 
regulations could adversely affect our business.

Our businesses are highly regulated.  Our realtor 
business must comply with the requirements governing 
the licensing and conduct of real estate brokerage and 
brokerage-related businesses in the jurisdictions in 
which we do business.  These laws and regulations 
contain general standards for and prohibitions on the 
conduct of real estate brokers and sales associates, 
including those relating to licensing of brokers and 
sales associates, fiduciary and agency duties, 
administration of trust funds, collection of 
commissions, advertising and consumer 
disclosures.  Under state law, our real estate brokers 
have the duty to supervise and are responsible for the 
conduct of their brokerage business.

We may be subject to litigation claims alleging 
breaches of fiduciary duties by our licensed brokers 
and violations of unlawful state laws relating to 
business practices or consumer disclosures.  We cannot 
predict with certainty the cost of defense or the 
ultimate outcome of these or other litigation matters 
filed by or against us, including remedies or awards, 
and adverse results in any such litigation may harm 
our business and financial condition.

Our real estate brokerage business must comply with 
the Real Estate Settlement Procedures Act 
(?RESPA?).  RESPA and comparable state statutes, among 
other things, restrict payments which real estate 
brokers, agents and other settlement service providers 
may receive for the referral of business to other 
settlement service providers in connection with the 
closing of real estate transactions.  Such laws may to 
some extent restrict preferred vendor arrangements 
involving our brokerage business.  RESPA and similar 
state laws require timely disclosure of certain 
relationships or financial interests that a broker has 
with providers of real estate settlement services.

There is a risk that we could be adversely affected by 
current laws, regulations or interpretations or that 
more restrictive laws, regulations or interpretations 
will be adopted in the future that could make 
compliance more difficult or expensive.  There is also 
a risk that a change in current laws could adversely 
affect our business.  

In addition, regulatory authorities have relatively 
broad discretion to grant, renew and revoke licenses 
and approvals and to implement regulations. 
Accordingly, such regulatory authorities could prevent 
or temporarily suspend us from carrying on some or all 
of our activities or otherwise penalize us if our 
practices were found not to comply with the then 
current regulatory or licensing requirements or any 
interpretation of such requirements by the regulatory 
authority. Our failure to comply with any of these 
requirements or interpretations could have a material 
adverse effect on our operations.

We are also, to a lesser extent, subject to various 
other rules and regulations such as:
 
 
  
6
 
  

???
the Gramm-Leach-Bliley Act which governs the 
disclosure and safeguarding of consumer 
financial information;

???
various state and federal privacy laws;

???
the USA PATRIOT Act;

???
restrictions on transactions with persons on the 
Specially Designated Nationals and Blocked 
Persons list promulgated by the Office of 
Foreign Assets Control of the Department of the 
Treasury;

???
federal and state ?Do Not Call? and ?Do Not Fax? 
laws;

???
?controlled business? statutes, which impose 
limitations on affiliations between providers of 
title and settlement services, on the one hand, 
and real estate brokers, mortgage lenders and 
other real estate providers, on the other hand; 
and

???
the Fair Housing Act.

Our failure to comply with any of the foregoing laws 
and regulations may subject us to fines, penalties, 
injunctions and/or potential criminal violations. Any 
changes to these laws or regulations or any new laws 
or regulations may make it more difficult for us to 
operate our business and may have a material adverse 
effect on our operations.

The competition in our industry is intense, our 
principal competitors have significantly greater 
resources than we do and this competition will have a 
material adverse effect on our results of operation.

Our largest national competitors in the realtor 
services industry include franchisees of Century 21, 
Prudential, GMAC Real Estate, and RE/MAX.  All of 
these companies may have greater financial resources 
than we do, including greater marketing and technology 
budgets.  We also compete with smaller regional and 
local realtor companies and independent 
realtors.  Realtors compete for business primarily on 
the basis of services offered, reputation, personal 
contacts, and realtor commission.  In some instances, 
our realtor services will be provided by a realtor 
employed or retained by the Company.  In other 
instances, we will refer these services to outside 
realtors for a fixed fee of the realtor 
commissions.  We may have to reduce the fees we charge 
our realtors to be competitive with those charged by 
competitors, which may accelerate if market conditions 
deteriorate.  If competition results in lower average 
realtor commission rates or lower sales volume by our 
realtors, our revenues will be affected adversely. 

Our operating results are dependent on our ability to 
maintain and continually update a functional, user-
friendly, and comprehensive web-based database of 
information on foreclosed residential properties.

We will generate revenue by selling our realtor 
services to prospective homebuyers interested in 
foreclosed residential properties.  Our website will 
advertise our realtor services.  Also, each registered 
user of our website will receive follow-up e-mails 
offering him the ability to schedule an appointment 
with one of our realtors to view properties he has 
seen on our website and to alert him to new properties 
that match her previous search criteria.  
 
 
  
7
 
  

The distinction we hope to make between our company 
and other realtors who also work with prospective 
homebuyers interested in foreclosed residential 
properties is our ability to offer such prospective 
homebuyers a functional, user-friendly, and 
comprehensive web-based database of information that 
they can use in finding and researching 
properties.  If we are unable to maintain and 
continually update a functional, user-friendly, and 
comprehensive web-based database of information on 
foreclosed residential properties in our target 
geographic area, we may be unable to secure 
prospective homebuyers as clients.  Our failure to 
generate revenue will cause you to lose your entire 
investment.

The loss of our relationships with compilers of 
information on foreclosed residential properties could 
adversely affect our business by increasing the time 
and expense required to independently gather such 
information.

Foreclosure Solutions maintains a database of 
information of foreclosed residential properties that 
has been provided to us by various data providers, 
which database is used as a means of promoting our 
realtor services.  These data providers have compiled 
the information included in their databases from 
multiple sources, including governmental 
databases.  We have formal agreements in with these 
data providers.  Our ability to maintain our 
relationships with existing data providers and to 
build new relationships with additional data providers 
is critical to the success of our business.  If we 
were not able to obtain data directly from other data 
providers, we would have to obtain the information 
directly from multiple original data sources, which 
would significantly increase the time and expense 
required to convert the information into the format we 
use for our database.  We obtain data from most data 
providers at nominal costs.  If any of them began to 
charge us significant fees for providing data, our 
costs of data acquisition could increase 
significantly.  The loss of any relationships with 
data providers, or any significant increase in data 
acquisition costs, could materially and adversely 
affect our business, operating results or financial 
condition.

Intellectual property claims against us can be costly 
and could impair our business.

The sources of the information that will be included 
in our database are data providers who have compiled 
the information from multiple sources, including 
governmental databases.  While we do not believe our 
use of information compiled by other data providers 
infringes upon the intellectual property rights of 
such data providers or any other third parties, we 
have not investigated the possibility that our use of 
the information infringes on such intellectual 
property rights.  We do not intend to take such steps 
until after we have a positive cash flow.

Other parties may assert infringement or unfair 
competition claims against us.  We cannot predict 
whether third parties will assert claims of 
infringement against us, or whether any future 
assertions or prosecutions will harm our business.  If 
we are forced to defend against any such claims, 
whether they are with or without merit or are 
determined in our favor, then we may face costly 
litigation, diversion of technical and management 
personnel, or product deployment delays.  As a result 
of such a dispute, we may have to develop non-
infringing technology or enter into royalty or 
licensing agreements.  Such royalty or licensing 
agreements, if required, may be unavailable on terms 
acceptable to us, or at all.  If there is a successful 
claim of product infringement against us and we are 
unable to develop non-infringing technology or license 
the infringed or similar technology on a timely basis, 
it could impair our business.

If we do not attract clients to our website on cost-
effective terms, we will not make a profit, which 
ultimately will result in a cessation of operations.
 
 
  
8
 
  

We will generate revenue by selling our realtor 
services to prospective homebuyers.  We will collect a 
fixed percentage of the commissions our realtors 
receive on transactions.  Our success depends on our 
ability to attract residential homebuyers to our 
website on cost-effective terms. Our website will 
advertise our realtor services.  Also, each registered 
user of our website will receive follow-up e-mails 
offering him the ability to schedule an appointment 
with one of our realtors to view properties he has 
seen on our website.  Our strategy to attract 
potential clients to our website, which has been 
formalized and implemented, includes viral marketing, 
the practice of generating ?buzz? among Internet users 
in our products and services through the developing 
and maintaining weblogs or ?blogs?, online journals 
that are updated frequently and available to the 
public, postings on online communities such as Yahoo!? 
Groups and amateur websites such as YouTube.com, and 
other methods of getting Internet users to refer 
others to our website by e-mail or word of mouth; 
search engine optimization and marketing our website 
via search engines by purchasing sponsored placement 
in search results; utilizing direct e-mail marketing 
firms who specialize in our target market via 
subscriber based lists with detailed criteria obtained 
by third party research groups; and entering into 
affiliate marketing relationships with website 
providers to increase our access to Internet 
consumers.  We expect to rely on search engine 
optimization, search engine marketing, direct e-mail 
and affiliate marketing as the primary sources of 
traffic to our website, with viral marketing as a 
secondary source.  Our marketing strategy may not be 
enough to attract sufficient traffic to our 
website.  If we are unsuccessful at attracting a 
sufficient amount of traffic to our website, our 
ability to get clients and our financial condition 
will be harmed.

To date we do not have any clients.  We cannot 
guarantee that we will ever have any clients.  Even if 
we obtain clients, there is no guarantee that we will 
generate a profit.  If we cannot generate a profit, we 
will have to suspend or cease operations.

We will be dependent on third parties to maintain our 
website and network infrastructure and to provide some 
of the realtor services we will offer.  If such 
parties are unwilling or unable to continue providing 
these services, our business could be severely harmed.

We will rely on third parties to maintain our website 
and network infrastructure, and in some instances, to 
provide realtor services to our customers.  Our web-
based database must be functional, user friendly, and 
continually updated.  We have entered into an 
agreement with Perry Hunter, an experienced web 
designer to develop and maintain our website and 
network infrastructure.  Mr. Hunter will also be 
providing SEO services to us on an ongoing monthly 
basis.  Our sole officer and director is a licensed 
realtor and will provide realtor services for 
properties located within a reasonable distance of our 
offices.  For properties not located within a 
reasonable distance of our offices, we will locate 
another realtor for the homebuyer.  We have a blanket 
referral agreement which will be utilized with each 
realtor, prior to introducing our client to the 
realtor.  We will charge all realtors (including our 
sole officer and director) a fixed percentage of the 
commission collected by the realtor on the transaction, 
estimated at ther time to be 25% of the commission 
collected by the realtor.  Our success will depend on 
our ability to build and maintain relationships with 
such third party service providers on commercially 
reasonable terms.  If we are unable to build and 
maintain such relationships on commercially reasonable 
terms, we will have to suspend or cease 
operations.  Even if we are able to build and maintain 
such relationships, if these parties are unable to 
deliver products and services on a timely basis, our 
clients could become dissatisfied and decline to use 
our services.  If our clients become dissatisfied with 
the services provided by these third parties, our 
reputation and the DAS Global Capital brand could 
suffer.

Our operating results will depend on our website and 
network infrastructure.  Capacity restraints or 
systems failures would harm our business, results of 
operations and financial condition.
 
 
  
9
 
  

We have developed our website and network 
infrastructure.  Our website contains data on 
foreclosed residential properties in our target 
geographic area and is updated on a daily basis.  Our 
website advertises our realtor services.  We also have 
the ability to generate and send automated follow-up 
e-mails to each registered user of our website 
offering him the ability to schedule an appointment 
with one of our realtors to view properties he has 
seen on our website and to alert him to new properties 
that match her previous search criteria.  Our network 
infrastructure may be unable to accommodate increases 
in traffic to our website.  We may be unable to 
project accurately the rate or timing of traffic 
increases or successfully upgrade our systems and 
infrastructure to accommodate future traffic levels on 
our website.  

If we do not make a profit, we may have to suspend or 
cease operations.

Because we are small and do not have much capital, we 
must limit the marketing of our website.  The website 
is how we will promote our realtor services, which in 
turn is how we will generate revenue.  Because we will 
be limiting our marketing activities, we may not be 
able to attract enough clients to operate 
profitably.  If we cannot operate profitably, we may 
have to suspend or cease operations.

Because our sole officer and director does not have 
prior experience in online marketing, we may have to 
hire individuals or suspend or cease operations.

Because our sole officer and director does not have 
prior experience in online marketing, we may have to 
hire additional experienced personnel to assist us 
with our operations.  If we need the additional 
experienced personnel and we do not hire them, we 
could fail in our plan of operations and have to 
suspend operations or cease operations.

Because our sole officer and director does not have 
prior experience in financial accounting and the 
preparation of reports under the Securities Exchange 
Act of 1934, we may have to hire individuals which 
could result in an expense we are unable to pay.

Because our sole officer and director does not have 
prior experience in financial accounting and the 
preparation of reports under the Securities Act of 
1934, we may have to hire additional experienced 
personnel to assist us with the preparation 
thereof.  If we need the additional experienced 
personnel and we do not hire them, we could fail in 
our plan of operations and have to suspend operations 
or cease operations entirely and you could lose your 
investment.

Because we have only one officer and director who is 
responsible for our managerial and organizational 
structure, in the future, there may not be effective 
disclosure and accounting controls to comply with 
applicable laws and regulations which could result in 
fines, penalties and assessments against us.

We have only one officer and director.  He is 
responsible for our managerial and organizational 
structure which will include preparation of disclosure 
and accounting controls under the Sarbanes Oxley Act 
of 2002.  When theses controls are implemented, he 
will be responsible for the administration of the 
controls.  Should he not have sufficient experience, 
he may be incapable of creating and implementing the 
controls which may cause us to be subject to sanctions 
and fines by the Securities and Exchange Commission.

We are completely dependent on our sole officer and 
director to guide our initial operations, initiate our 
plan of operations, and provide financial support.  If 
we lose her services we will have to cease operations.

Our success will depend entirely on the ability and 
resources of Mr. Calloway, our sole officer and 
director.  If we lose the services or financial 
support of Mr. Calloway, we will cease operations. 
Presently, Mr. Calloway is committed to providing her 
time and financial resources to us.  However, Mr. 
Calloway could decide to engage in other activities 
and reduce the amount of time he devotes to our 
operations.
 
 
  
10
 
  

Risks Relating to the Internet Industry

Our success is tied to the continued use of the 
Internet and the adequacy of the Internet 
infrastructure.

Our future revenues and profits, if any, substantially 
depend upon the continued widespread use of the 
Internet as an effective medium of business and 
communication. 

Factors which could reduce the widespread use of the 
Internet include:

???
actual or perceived lack of security of 
information or privacy protection; 

???
possible disruptions, computer viruses or other 
damage to the Internet servers or to users? 
computers; and 

???
excessive governmental regulation.

Customers may be unwilling to use the Internet to 
purchase goods and services.

Our future depends heavily upon the general public?s 
willingness to use the Internet as a means to purchase 
goods and services.  The demand for and acceptance of 
products sold over the Internet are highly uncertain, 
and most e-commerce businesses have a short track 
record.  If consumers are unwilling to use the 
Internet to conduct business, our business may not 
develop profitably.

Existing or future government regulation could harm 
our business.

We are subject to the same federal, state and local 
laws as other companies conducting business on the 
Internet.  Today there are relatively few laws 
specifically directed towards conducting business on 
the Internet.  However, due to the increasing 
popularity and use of the Internet, many laws and 
regulations relating to the Internet are being debated 
at the state and federal levels.  These laws and 
regulations could cover issues such as user privacy, 
freedom of expression, pricing, fraud, quality of 
products and services, taxation, advertising, 
intellectual property rights and information 
security.  Applicability to the Internet of existing 
laws governing issues such as property ownership, 
copyrights and other intellectual property issues, 
taxation, libel, obscenity and personal privacy could 
also harm our business.  Current and future laws and 
regulations could harm our business, results of 
operation and financial condition. 

Laws or regulations relating to privacy and data 
protection may adversely affect the growth of our 
Internet business or our marketing efforts.

We are subject to increasing regulation at the federal, 
state, and international levels relating to privacy 
and the use of personal user information.  These data 
protection regulations and enforcement efforts may 
restrict our ability to collect demographic and 
personal information from users, which could be costly 
or harm our marketing efforts.

Risks Relating to Our Securities

Because there is no public trading market for our 
common stock, you may not be able to resell your 
shares.

There is currently no public trading market for our 
common stock. Therefore, there is no central place, 
such as stock exchange or electronic trading system, 
to resell your shares. If you do wish to resell your 
shares, you will have to locate a buyer and negotiate 
your own sale. As a result, you may be unable to sell 
your shares, or you may be forced to sell them at a 
loss.
 
 
  
11
 
  

We intend to engage a market maker to apply to have 
our common stock quoted on the OTC Bulletin Board. 
This process takes at least 60 days and the 
application must be made on our behalf by a market 
maker. If our common stock becomes listed and a market 
for the stock develops, the actual price of our shares 
will be determined by prevailing market prices at the 
time of the sale. We do not currently meet the 
existing requirements to be quoted on the OTC Bulletin 
Board and there is no assurance that we will ever be 
able to meet those requirements.

We cannot assure you that there will be a market in 
the future for our common stock. The trading of 
securities on the OTC Bulletin Board is often sporadic 
and investors may have difficulty buying and selling 
our shares or obtaining market quotations for them, 
which may have a negative effect on the market price 
of our common stock. You may not be able to sell your 
shares at their purchase price or at any price at all. 
Accordingly, you may have difficulty reselling any 
shares you purchase from the selling security holders.

The continued sale of our equity securities will 
dilute the ownership percentage of our existing 
stockholders and may decrease the market price for our 
common stock.

Given our lack of revenues and the doubtful prospect 
that we will earn significant revenues in the next 
several years, we will require additional financing of 
$70,000 for the next 12 months (beginning July 2011), 
which will require us to issue additional equity 
securities.  We expect to continue our efforts to 
acquire financing to fund our planned development and 
expansion activities, which will result in dilution to 
our existing stockholders.  In short, our continued 
need to sell equity will result in reduced percentage 
ownership interests for all of our investors, which 
may decrease the market price for our common stock.

We do not intend to pay dividends and there will thus 
be fewer ways in which you are able to make a gain on 
your investment.

We have never paid dividends and do not intend to pay 
any dividends for the foreseeable future. To the 
extent that we may require additional funding 
currently not provided for in our financing plan, our 
funding sources may prohibit the declaration of 
dividends. Because we do not intend to pay dividends, 
any gain on your investment will need to result from 
an appreciation in the price of our common stock. 
There will therefore be fewer ways in which you are 
able to make a gain on your investment.

We have raised substantial amounts of capital in a 
recent financing, and if we inadvertently failed to 
comply with applicable securities laws, ensuing 
rescission rights or lawsuits would severely damage 
our financial position.

The securities offered in our December 2010, January 
2011 and February 2011 private placements were not 
registered under the Securities Act or any state ?blue 
sky? law in reliance upon exemptions from such 
registration requirements.  Such exemptions are highly 
technical in nature, and if we inadvertently failed to 
comply with the requirements or any of such exemptive 
provisions, the investor would have the right to 
rescind their purchase of our securities or sue for 
damages.  If the investor was to successfully seek 
such rescission or prevail in any such suit, we would 
face severe financial demands that could materially 
and adversely affect our financial 
position.  Financings that may be available to us 
under current market conditions frequently involve 
sales at prices below the prices at which our common 
stock would be quoted on the OTC or exchange on which 
our common stock may in the future be listed, as well 
as the issuance of warrants or convertible securities 
at a discount to market price.
 
 
  
12
 
  

Because our sole officer and director will still owns 
more than 50% of the total outstanding common stock 
after the offering, he will retain control of the 
company and be able to decide who will be directors 
and you may not be able to elect any directors which 
could decrease the price and marketability of the 
shares.

Darrell A Calloway, our sole officer and director, 
owns 5,000,000 shares of our common stock, which is 
approximately 71.4% of our issued and outstanding 
common stock.  After the offering, he will still own 
approximately 71.4% of our issued and outstanding 
common stock.

Because Mr. Calloway will continue to own more than 
50% of the total outstanding common stock, he will be 
able to substantially influence all matters requiring 
stockholder approval, including the election of 
directors and the approval of significant corporate 
transactions.  He may have an interest in pursuing 
acquisitions, divestitures and other transactions that 
involve risks.  For example, he could cause us to sell 
revenue-generating assets or to make acquisitions or 
enter into strategic transactions that increase our 
indebtedness.  He may also from time to time acquire 
and hold interests in businesses that compete either 
directly or indirectly with us.  If Mr. Calloway fails 
to act in our best interests or fails to manage us 
adequately, you may have difficulty removing her as a 
director, which could prevent us from becoming 
profitable.

We are responsible for the indemnification of our 
officers and directors, which could result in 
substantial expenditures.

Our bylaws provide for the indemnification of our 
directors, officers, employees, and agents, and, under 
certain circumstances, against attorneys? fees and 
other expenses incurred by them in litigation to which 
they become a party arising from their association 
with or activities on behalf of Foreclosure 
Solutions.  This indemnification policy could result 
in substantial expenditures, which we may be unable to 
recoup.

Our certificate of formation authorizes our board to 
create new series of preferred stock without further 
approval by our stockholders, which could adversely 
affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and 
determine the relative rights and preferences of 
preferred stock.  Our board of directors also has the 
authority to issue preferred stock without further 
stockholder approval.  As a result, our board of 
directors could authorize the issuance of a series of 
preferred stock that would grant to holders the 
preferred right to our assets upon liquidation, the 
right to receive dividend payments before dividends 
are distributed to the holders of common stock and the 
right to the redemption of the shares, together with a 
premium, prior to the redemption of our common stock. 
In addition, our board of directors could authorize 
the issuance of a series of preferred stock that has 
greater voting power than our common stock or that is 
convertible into our common stock, which could 
decrease the relative voting power of our common stock 
or result in dilution to our existing stockholders.

Because the Securities and Exchange Commission imposes 
additional sales practice requirements on brokers who 
deal in our shares that are penny stocks, some brokers 
may be unwilling to trade them.  This means that you 
may have difficulty reselling your shares and this may 
cause the price of the shares to decline.

Our shares would be classified as penny stocks and are 
covered by Section 15(g) of the Securities Exchange 
Act of 1934 and the rules promulgated thereunder which 
impose additional sales practice requirements on 
brokers/dealers who sell our securities in this 
offering or in the aftermarket.  For sales of our 
securities, the broker or dealer must make a special 
suitability determination and receive from you a 
written agreement prior to making a sale for 
you.  Because of the imposition of the foregoing 
additional sales practices, it is possible that 
brokers will not want to make a market in our 
shares.  This could prevent you from reselling your 
shares and may cause the price of the shares to 
decline.
 
 
  
13
 
  

Financial Industry Regulatory Authority (?FINRA?) 
sales practice requirements may limit a stockholder?s 
ability to buy and sell our stock which could depress 
our share price.

FINRA rules require broker-dealer to have reasonable 
grounds for believing that the investment is suitable 
for a customer before recommending that investment to 
the customer.  Prior to recommending speculative low 
priced securities to their non-institutional customers, 
broker-dealers must make reasonable efforts to obtain 
information about the customer?s financial status, tax 
status, investment objectives and other 
information.  Under interpretations of these rules, 
FINRA believes that there is a high probability that 
speculative low priced securities will not be suitable 
for at least some customers.  Thus, the FINRA 
requirements make it more difficult for broker-dealers 
to recommend that their customers buy our common stock, 
which may have the effect of reducing the level of 
trading activity and liquidity of our common 
stock.  Further, many brokers charge higher 
transactional fees for penny stock transactions.  As a 
result, fewer broker-dealers may be willing to make a 
market in our common stock, reducing a stockholder?s 
ability to resell shares of our common stock and 
thereby depressing our share price.

Our security holders may face significant restrictions 
on the resale of our securities due to state ?blue 
sky? laws.

Each state has its own securities laws, often called 
?blue sky? laws, which (i) limit sales of securities 
to a state?s residents unless the securities are 
registered in that state or qualify for an exemption 
from registration and (ii) govern the reporting 
requirements for broker-dealers doing business 
directly or indirectly in the state.  Before a 
security is sold in a state, there must be a 
registration in place to cover the transaction, or the 
transaction must be exempt from registration. The 
applicable broker-dealer must also be registered in 
that state.

We do not know whether our securities will be 
registered or exempt from registration under the laws 
of any states.  A determination regarding registration 
will be made by those broker-dealers, if any, who 
agree to serve as market makers for our common 
stock.  There may be significant state blue sky law 
restrictions on the ability of investors to sell, and 
on purchasers to buy, our securities. You should 
therefore consider the resale market for our common 
stock to be limited, as you may be unable to resell 
your shares without the significant expense of state 
registration or qualification.

Our compliance with the Sarbanes-Oxley Act and SEC 
rules concerning internal controls will be time-
consuming, difficult, and costly.

Under Section 404 of the Sarbanes-Oxley Act and 
current SEC regulations, we will be required to 
furnish a report by our management on our internal 
control over financial reporting beginning with our 
Annual Report on Form 10-K for our fiscal year ending 
December 31, 2011. We will soon begin the process of 
documenting and testing our internal control 
procedures in order to satisfy these requirements, 
which is likely to result in increased general and 
administrative expenses and may shift management?s 
time and attention from revenue-generating activities 
to compliance activities. While we expect to expend 
significant resources to complete this important 
project, we may not be able to achieve our objective 
on a timely basis. It will be time-consuming, 
difficult and costly for us to develop and implement 
the internal controls, processes and reporting 
procedures required by the Sarbanes-Oxley Act. We may 
need to hire additional personnel to do so, and if we 
are unable to comply with the requirements of the 
legislation we may not be able to assess our internal 
controls over financial reporting to be effective in 
compliance with the Sarbanes-Oxley Act.
 
 
  
14
 
  

USE OF PROCEEDS

We will not receive any proceeds from the resale of 
the securities offered through this Prospectus by the 
selling security holders.  The selling security 
holders will receive all proceeds from this offering 
and if all of the shares being offered by this 
Prospectus are sold at $0.03 per share, those proceeds 
would be approximately $60,000.  

We received proceeds of $60,000 from the sale of the 
stock being offered in this Prospectus when it was 
sold by us to the selling security holders.  These 
funds are currently being used to pay for the filing 
of this Registration Statement and for the 
implementation of our business plan.


DETERMINATION OF OFFERING PRICE

The selling security holders will offer their shares 
at an initial offering price of $0.03 per share until 
our common stock is quoted on the OTC Bulletin Board, 
and thereafter at prevailing market prices or 
privately negotiated prices.  However, there can be no 
assurance that our common stock will become quoted on 
the OTC Bulletin Board.  The initial offering price 
was determined by our Board of Directors, who 
considered several factors in arriving at the $0.03 
per share figure, including the following:

???
our most recent private placements of 10,000 
shares of our common stock at a price of $0.03 
per share on May 9, 2011;

???
our lack of operating history;

???
our capital structure; and

???
the background of our management. 

As a result, the $0.03 per share initial price of our 
common stock does not necessarily bear any 
relationship to established valuation criteria and may 
not be indicative of prices that may prevail at any 
time.  The price is not based on past earnings, nor is 
it indicative of the current market value of our 
assets. No valuation or appraisal has been prepared 
for our business.  You cannot be sure that a public 
market for any of our securities will develop. 

If our common stock becomes quoted on the OTC Bulletin 
Board and a market for the stock develops, the actual 
price of the shares sold by the selling security 
holders named in this Prospectus will be determined by 
prevailing market prices at the time of sale or by 
private transactions negotiated by the selling 
security holders.  The number of shares that may 
actually be sold by a selling security holder will be 
determined by each selling security holder.  The 
selling security holders are neither obligated to sell 
all or any portion of the shares offered under this 
Prospectus, nor are they obligated to sell such shares 
immediately hereunder.  If our common stock becomes 
quoted on the OTC Bulletin Board and a market for our 
common stock develops, security holders may sell their 
shares at a price different than the $0.03 per share 
offering price depending on privately negotiated 
factors such as the security holder?s own cash 
requirements or objective criteria of value such as 
the market value of our assets.
 
 
  
15
 
  
 
DILUTION

On April 28, 2011, we issued 5,000,000 shares of 
restricted common stock to Darrell A Calloway, our 
sole officer and director, in consideration of the 
services valued at $500, which services included 
researching names for our company, founding and 
organizing our company, and securing the rights to the 
domain name for our website.  In May 2011, June 2011 
and July 2011, we issued 2,000,000 shares of our 
common stock in private placements to the 35 selling 
security holders at a price of $0.03 per share in 
exchange for aggregate cash proceeds of $60,000.

Prior to the private placements described above, the 
net tangible book value of our shares of common stock 
was a deficit of $(7,925) or approximately $(0.002) 
per share based on 5,000,000 shares outstanding.  Upon 
the completion of the private placements described 
above, the net tangible book value of the shares held 
by Mr. Calloway and the selling security holders was a 
surplus of $12,574 or approximately $0.002 per share 
based on 7,000,000 shares outstanding, meaning that 
the net tangible book value of the shares held by Mr. 
Calloway increased by $20,499 without any additional 
investment on her part, and the selling security 
holders experienced an immediate dilution of $0.004 
per share to $0.002 per share.

All of the 2,000,000 shares of our common stock to be 
sold by the selling security holders are currently 
issued and outstanding, and will therefore not cause 
any further dilution to any of our existing 
stockholders.


SELLING SECURITY HOLDERS

The 35 selling security holders are offering for sale 
2,000,000 shares of our issued and outstanding common 
stock, which they obtained as part of the following 
stock issuances:

???
on May 29, 2011, we issued 1,020,000 shares of 
our common stock to six selling security holders 
at $0.03 per share for aggregate cash proceeds 
of $30,600; 

???
on June  4, 2011, we issued 554,000 shares of 
our common stock to three selling security 
holders at $0.03 per share for aggregate cash 
proceeds of $16,620;

???
on June 6, 2011, we issued 134,000 shares of our 
common stock to one selling security holder at 
$0.03 per share for cash proceeds of $4,020; 

???
on June 11, 2011, we issued 10,000 shares of our 
common stock to one selling security holder at 
$0.03 per share for cash proceeds of $300; 

???
on June 14, 2011, we issued 97,000 shares of our 
common stock to four selling security holders at 
$0.03 per share for aggregate cash proceeds of 
$2,910; 

???
on June 20, 2011, we issued 10,000 shares of our 
common stock to one selling security holder at 
$0.03 per share for cash proceeds of $300; 

???
on June 26, 2011, we issued 10,000 shares of our 
common stock to one selling security holder at 
$0.03 per share for cash proceeds of $300;

???
on July 3, 2011, we issued 155,000 shares of our 
common stock to 16 selling security holders at 
$0.03 per share for aggregate cash proceeds of 
$4,650; and
 
 
  
16
 
  
 
???
on July 9, 2011, we issued 10,000 shares of our 
common stock to two selling security holders at 
$0.03 per share for aggregate cash proceeds of 
$300.

1,835,000 of these shares (the shares issued on 
December 28, 2010, January 4, 2011, January 6, 2011, 
January 11, 2011, January 14, 2011, January 20, 2011, 
and January 26, 2011) were issued pursuant to an 
exemption from registration requirements of the 
Securities Act provided by Section 506 of Regulation D 
of the Securities Act, such exemption being available 
based on the company not using general solicitation or 
advertising to market the shares and information 
obtained from the investors to the private placement, 
including that the investors were ?accredited 
investors,? as that term is defined in Regulation D 
under the Securities Act.  

The remaining 165,000 of these shares (the shares 
issued on February 3, 2011 and February 9, 2011) were 
issued in reliance upon an exemption from registration 
pursuant to Regulation S under the Securities 
Act.  Our reliance upon Rule 903 of Regulation S was 
based on the fact that the sales of the securities 
were completed in an ?offshore transaction?, as 
defined in Rule 902(h) of Regulation S.  We did not 
engage in any directed selling efforts, as defined in 
Regulation S, in the United States in connection with 
the sale of the securities. Each investor was not a 
U.S. person, as defined in Regulation S, and was not 
acquiring the securities for the account or benefit of 
a U.S. person.

The selling security holders have the option to sell 
their shares at an initial offering price of $0.03 per 
share until a market for our common stock develops on 
the OTC Bulletin Board, and thereafter at prevailing 
market prices or privately negotiated prices.  However, 
there can be no assurance that our common stock will 
become quoted on the OTC Bulletin Board.

The following table provides information as of July 26, 
2011 regarding the beneficial ownership of our common 
stock held by each of the selling security holders, 
including:

???
the number of shares owned by each prior to this 
offering; 

???
the number of shares being offered by each; 

???
the number of shares that will be owned by each 
upon completion of the offering, assuming that 
all the shares being offered are sold; 

???
the percentage of shares owned by each; and 

???
the identity of the beneficial holder of any 
entity that owns the shares being offered.
 
 
 
 
 
 
 
Name of 
Selling 
Security 
Holder
 
 
 
Shares 
Owned 
Prior to 
this 
Offering 
(1)
 
 
 
 
 
Percent 
(%) (2)
 
 
Maximum 
Number 
of 
Shares 
Being 
Offered
 
 
 
Beneficial 
Ownership 
after 
Offering 
Percentage 
Owned upon 
Completion 
of the 
Offering 
(%) (2)
Rachel L 
Nichols
340,000
4.9%
340,000
0
0.0%
Adam & 
Jennie 
Castenir 
(3)
166,666
2.4%
166,666
0
0.0%
Cleopatra 
Natt
66,667
1.0%
66,667
0
0.0%
Matthew 
Riddick
66,667
1.0%
66,667
0
0.0%
Nicole D. 
Whitehead
40,000
(4)
40,000
0
0.0%
 
 
 
  
17
 
 
Virginia Tyson
340,000
4.9%
340,000
0
0.0%
Ira Burdine
134,000
1.9%
134,000
0
0.0%
Aston M Calloway
340,000
4.9%
340,000
0
0.0%
Stacy Turnage
80,000
1.1%
80,000
0
0.0%
Wiley Davidson
134,000
1.9%
134,000
0
0.0%
Veronica Wilson
10,000
(4)
10,000
0
0.0%
Albert Calloway
67,000
1.0%
67,000
0
0.0%
Carrvanna Hicks 
Cloud
10,000
(4)
10,000
0
0.0%
Robert Scott 
Jackson
10,000
(4)
10,000
0
0.0%
Aaron K McMahon
10,000
(4)
10,000
0
0.0%
Anthony Rucker
10,000
(4)
10,000
0
0.0%
Sugenia Elias
10,000
(4)
10,000
0
0.0%
Terry L. Brown 
Sr(5)
10,000
(4)
10,000
0
0.0%
John Murray III 
(6)
10,000
(4)
10,000
0
0.0%
Courtney Brown
10,000
(4)
10,000
0
0.0%
Perry Hunter (7)
10,000
(4)
10,000
0
0.0%
Craig Hicks
10,000
(4)
10,000
0
0.0%
Shurronda Murray 
(6)
10,000
(4)
10,000
0
0.0%
Richard Joseph 
(8)
10,000
(4)
10,000
0
0.0%
Kyle Mouton (9)
10,000
(4)
10,000
0
0.0%
John Murray IV 
(6)
10,000
(4)
10,000
0
0.0%
Joya Murray (6)
10,000
(4)
10,000
0
0.0%
Michelle Mouton 
(9)
10,000
(4)
10,000
0
0.0%
N?Carrol Dixon 
(6)
5,000
(4)
5,000
0
0.0%
Larissa Hunter 
(7)
10,000
(4)
10,000
0
0.0%
Beverly Joseph 
(8)
10,000
(4)
10,000
0
0.0%
Vonda Matthews
10,000
(4)
10,000
0
0.0%
Karen Brown (5)
10,000
(4)
10,000
0
0.0%
Stephen V. 
Johnson (10)
5,000
(4)
5,000
0
0.0%
Kyle M. Johnson 
(10)
5,000
(4)
5,000
0
0.0%
Total
2,000,000
28.6%
2,000,000
0
0.0%


(1)  
The number and percentage of shares beneficially 
owned is determined to the best of our knowledge 
in accordance with the Rules of the SEC and the 
information is not necessarily indicative of 
beneficial ownership for any other 
purpose.  Under such rules, beneficial ownership 
includes any shares as to which the selling 
security holder has sole or shared voting or 
investment power and also any shares which the 
selling security holder has the right to acquire 
within 60 days of the date of this Prospectus.

(2)  
The percentages are based on 7,000,000 shares of 
our common stock issued and outstanding and as 
at July 26, 2011.

(3)  
Adam Castenir and Jennie Castenir are husband 
and wife.  Together they share voting and 
dispositive control over 166,666 shares of our 
common stock.

(4)  
Less than 1%.
 
 
  
18
 
  
 
(5)  
Terry L. Brown and Karen Brown are husband and 
wife.  Together they share voting and 
dispositive control over 20,000 shares of our 
common stock.

(6)  
John Murray III and Shurronda Murray are husband 
and wife and their daughters are N?Carrol Dixon 
and Joya Murray  and son John Murray 
IV.  Together they share voting and dispositive 
control over 45,000 shares of our common stock.

(7)  
Perry Hunter and Larissa Hunter are husband and 
wife.  Together they share voting and 
dispositive control over 20,000 shares of our 
common stock.

(8) 
Richard Joseph and Beverly Joseph are husband 
and wife.  Together they share voting and 
dispositive control over 20,000 shares of our 
common stock.

(9)  
Kyle Mouton and Michelle Mouton are husband and 
wife.  Together they share voting and 
dispositive control over 20,000 shares of our 
common stock.

(10)  
Stephen V. Johnson and Kyle M. Johnson are 
father and son.  Together they share voting and 
dispositive control over 10,000 shares of our 
common stock.

Except as otherwise noted in the above list, the named 
party beneficially owns and has sole voting and 
investment power over all the shares or rights to the 
shares.  The numbers in this table assume that none of 
the selling security holders will sell shares not 
being offered in this Prospectus or will purchase 
additional shares, and assumes that all the shares 
being registered will be sold.

Other than as described above, none of the selling 
security holders or their beneficial owners has had a 
material relationship with us other than as a security 
holder at any time within the past three years, or has 
ever been one of our officers or directors or an 
officer or director of our predecessors or affiliates.

None of the selling security holders are broker-
dealers or affiliates of a broker-dealer.


PLAN OF DISTRIBUTION

We are registering 2,000,000 shares of our common 
stock on behalf of the selling security holders.  The 
selling security holders have the option to sell the 
2,000,000 shares of our common stock at an initial 
offering price of $0.03 per share until a market for 
our common stock develops, and thereafter at 
prevailing market prices or privately negotiated 
prices.

No public market currently exists for shares of our 
common stock.  We intend to engage a market maker to 
apply to have our common stock quoted on the OTC 
Bulletin Board.  In order for our common stock to be 
quoted on the OTC Bulletin Board, a market maker must 
file an application on our behalf to make a market for 
our common stock.  This process takes at least 60 days 
and can take longer than a year.  We have not yet 
engaged a market maker to make an application on our 
behalf.  If we are unable to obtain a market maker for 
our securities, we will be unable to develop a trading 
market for our common stock.

Trading in stocks quoted on the OTC Bulletin Board is 
often thin and is characterized by wide fluctuations 
in trading prices due to many factors that may have 
little to do with a company?s operations or business 
prospects.  The OTC Bulletin Board should not be 
confused with the NASDAQ market.  OTC Bulletin Board 
companies are subject to far fewer restrictions and 
regulations than companies whose securities are traded 
on the NASDAQ market.  Moreover, the OTC Bulletin 
Board is not a stock exchange, and the trading of 
securities on the OTC Bulletin Board is often more 
sporadic than the trading of securities listed on a 
quotation system like the NASDAQ Small Cap or a stock 
exchange.  In the absence of an active trading market 
investors may have difficulty buying and selling or 
obtaining market quotations for our common stock and 
its market visibility may be limited, which may have a 
negative effect on the market price of our common 
stock.
 
 
  
19
 
  

There is no assurance that our common stock will be 
quoted on the OTC Bulletin Board.  We do not currently 
meet the existing requirements to be quoted on the OTC 
Bulletin Board, and we cannot assure you that we will 
ever meet these requirements.

The selling security holders may sell some or all of 
their shares of our common stock in one or more 
transactions, including block transactions: 

???
on such public markets as the securities may be 
trading; 

???
in privately negotiated transactions; or 

???
in any combination of these methods of 
distribution. 

The selling security holders may offer our common 
stock to the public: 

???
at an initial price of $0.03 per share until a 
market develops; 

???
at the market price prevailing at the time of 
sale if our common stock becomes quoted on the 
OTC Bulletin Board and a market for the stock 
develops;

???
at a price related to such prevailing market 
price if our common stock becomes quoted on the 
OTC Bulletin Board and a market for the stock 
develops; or

???
at such other price as the selling security 
holders determine if our common stock becomes 
quoted on the OTC Bulletin Board and a market 
for the stock develops. 

We are bearing all costs relating to the registration 
of our common stock, which includes our legal and 
accounting fees, printing costs and filing and other 
miscellaneous fees.  The selling security holders, 
however, will pay any commissions or other fees 
payable to brokers or dealers in connection with any 
sale of the shares of our common stock.

The selling security holders must comply with the 
requirements of the Securities Act and the Exchange 
Act regarding the offer and sale of our common 
stock.  In particular, during such times as the 
selling security holders may be deemed to be engaged 
in a distribution of any securities, and therefore be 
considered to be an underwriter, they must comply with 
applicable laws and may, among other things: 

???
furnish each broker or dealer through which our 
common stock may be offered such copies of ther 
Prospectus, as amended from time to time, as may 
be required by such broker or dealer; 

???
not engage in any stabilization activities in 
connection with our securities; and 

???
not bid for or purchase any of our securities or 
attempt to induce any person to purchase any of 
our securities other than as permitted under the 
Exchange Act. 
 
 
 
  
20
 
  
The selling security holders and any underwriters, 
dealers or agents that participate in the distribution 
of our common stock may be deemed to be underwriters, 
and any commissions or concessions received by any 
such underwriters, dealers or agents may be deemed to 
be underwriting discounts and commissions under the 
Securities Act.  Our common stock may be sold from 
time to time by the selling security holders in one or 
more transactions at a fixed offering price, which may 
be changed, at varying prices determined at the time 
of sale or at negotiated prices if our common stock 
becomes quoted on the OTC Bulletin Board and a market 
for the stock develops.  We may indemnify any 
underwriter against specific civil liabilities, 
including liabilities under the Securities Act. 

The selling security holders and any broker-dealers 
acting in connection with the sale of the common stock 
offered under this Prospectus may be deemed to be 
underwriters within the meaning of section 2(11) of 
the Securities Act, and any commissions received by 
them and any profit realized by them on the resale of 
shares as principals may be deemed underwriting 
compensation under the Securities Act.  Neither we nor 
the selling security holders can presently estimate 
the amount of such compensation.  We know of no 
existing arrangements between the selling security 
holders and any other security holder, broker, dealer, 
underwriter, or agent relating to the sale or 
distribution of our common stock.  Because the selling 
security holders may be deemed to be ?underwriters? 
within the meaning of section 2(11) of the Securities 
Act, the selling security holders will be subject to 
the prospectus delivery requirements of the Securities 
Act.  Each selling security holder has advised us that 
they have not yet entered into any agreements, 
understandings, or arrangements with any underwriters 
or broker-dealers regarding the sale of their 
shares.  We may indemnify any underwriter against 
specific civil liabilities, including liabilities 
under the Securities Act.

Regulation M

During such time as the selling security holders may 
be engaged in a distribution of any of the securities 
being registered by this Prospectus, the selling 
security holders are required to comply with 
Regulation M under the Exchange Act.  In general, 
Regulation M precludes any selling security holder, 
any affiliated purchasers and any broker-dealer or 
other person who participates in a distribution from 
bidding for or purchasing, or attempting to induce any 
person to bid for or purchase, any security that is 
the subject of the distribution until the entire 
distribution is complete. 

Regulation M defines a ?distribution? as an offering 
of securities that is distinguihed from ordinary 
trading activities by the magnitude of the offering 
and the presence of special selling efforts and 
selling methods.  Regulation M also defines a 
?distribution participant? as an underwriter, 
prospective underwriter, broker, dealer, or other 
person who has agreed to participate or who is 
participating in a distribution. 

Regulation M prohibits, with certain exceptions, 
participants in a distribution from bidding for or 
purchasing, for an account in which the participant 
has a beneficial interest, any of the securities that 
are the subject of the distribution.  Regulation M 
also governs bids and purchases made in order to 
stabilize the price of a security in connection with a 
distribution of the security.  We have informed the 
selling security holders that the anti-manipulation 
provisions of Regulation M may apply to the sales of 
their shares offered by this Prospectus, and we have 
also advised the selling security holders of the 
requirements for delivery of this Prospectus in 
connection with any sales of the shares offered by 
this Prospectus.

With regard to short sales, the selling security 
holders cannot cover their short sales with securities 
from this offering.  In addition, if a short sale is 
deemed to be a stabilizing activity, then the selling 
security holders will not be permitted to engage such 
an activity. All of these limitations may affect the 
marketability of our common stock.
 
 
  
21
 
  

Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer 
practices in connection with transactions in penny 
stocks.  Penny stocks are generally equity securities 
with a price of less than $5.00 (other than securities 
registered on certain national securities exchanges, 
provided that current price and volume information 
with respect to transactions in such securities is 
provided by the exchange or system). 

The penny stock rules require a broker-dealer, prior 
to a transaction in a penny stock not otherwise exempt 
from those rules, to deliver a standardized risk 
disclosure document prepared by the SEC which: 

???
contains a description of the nature and level 
of risk in the market for penny stocks in both 
public offerings and secondary trading; 

???
contains a description of the broker?s or 
dealer?s duties to the customer and of the 
rights and remedies available to the customer 
with respect to violations of such duties or 
other requirements of federal securities laws; 

???
contains a brief, clear, narrative description 
of a dealer market, including ?bid? and ?ask? 
prices for penny stocks and the significance of 
the spread between the bid and ask prices; 

???
contains the toll-free telephone number for 
inquiries on disciplinary actions; 

???
defines significant terms in the disclosure 
document or in the conduct of trading in penny 
stocks; and 

???
contains such other information, and is in such 
form (including language, type size, and format) 
as the SEC shall require by rule or regulation. 

Prior to effecting any transaction in a penny stock, a 
broker-dealer must also provide a customer with: 

???
the bid and ask prices for the penny stock; 

???
the number of shares to which such bid and ask 
prices apply, or other comparable information 
relating to the depth and liquidity of the 
market for such stock; 

???
the amount and a description of any compensation 
that the broker-dealer and its associated 
salesperson will receive in connection with the 
transaction; and 

???
a monthly account statement indicating the 
market value of each penny stock held in the 
customer?s account. 

In addition, the penny stock rules require that prior 
to effecting any transaction in a penny stock not 
otherwise exempt from those rules, a broker-dealer 
must make a special written determination that the 
penny stock is a suitable investment for the purchaser 
and receive (i) the purchase?s written acknowledgment 
of the receipt of a risk disclosure statement; (ii) a 
written agreement to transactions involving penny 
stocks; and (iii) a signed and dated copy of a written 
suitability statement.  These disclosure requirements 
may have the effect of reducing the trading activity 
in the secondary market for our securities, and 
therefore security holders may have difficulty selling 
their shares. 
 
 
  
22
 
  

Blue Sky Restrictions on Resale

When a selling security holder wants to sell shares of 
our common stock under this Prospectus in the United 
States, the selling security holder will also need to 
comply with state securities laws, also known as ?blue 
sky laws,? with regard to secondary sales.  All states 
offer a variety of exemptions from registration of 
secondary sales.  Many states, for example, have an 
exemption for secondary trading of securities 
registered under section 12(g) of the Exchange Act or 
for securities of issuers that publish continuous 
disclosure of financial and non-financial information 
in a recognized securities manual, such as Standard & 
Poor?s.  The broker for a selling security holder will 
be able to advise the security holder as to which 
states have an exemption for secondary sales of our 
common stock. 

Any person who purchases shares of our common stock 
from a selling security holder pursuant to this 
Prospectus, and who subsequently wants to resell such 
shares will also have to comply with blue sky laws 
regarding secondary sales. 

We do not plan on assisting the selling security 
holders with compliance with blue sky laws. 


DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 190,000,000 
shares of common stock, $0.0001 par value, and 
10,000,000 shares of preferred stock, $0.0001 par 
value per share.  2,000,000 shares of our common stock 
are being registered by this prospectus.  No shares of 
preferred stock are being registered by this 
Prospectus.

Common Stock

As of September 30, 2011, we had 7,000,000 shares of 
our common stock issued and outstanding.  We did not 
have any outstanding options or any other convertible 
securities as of September 30, 2011.

Holders of our common stock have no preemptive rights 
to purchase additional shares of common stock or other 
subscription rights. Our common stock carries no 
conversion rights and is not subject to redemption or 
to any sinking fund provisions. All shares of our 
common stock are entitled to share equally in 
dividends from sources legally available, when, as and 
if declared by our Board of Directors, and upon our 
liquidation or dissolution, whether voluntary or 
involuntary, to share equally in our assets available 
for distribution to our stockholders.

Our Board of Directors is authorized to issue 
additional shares of our common stock not to exceed 
the amount authorized by our Certificate of Formation, 
on such terms and conditions and for such 
consideration as our Board may deem appropriate 
without further security holder action.

Voting Rights

Each holder of our common stock is entitled to one 
vote per share on all matters on which such 
stockholders are entitled to vote.  Since the shares 
of our common stock do not have cumulative voting 
rights, the holders of more than 50% of the shares 
voting for the election of directors can elect all the 
directors if they choose to do so and, in such event, 
the holders of the remaining shares will not be able 
to elect any person to our Board of Directors.
 
 
  
23
 
  

Dividend Policy

Holders of our common stock are entitled to dividends 
if declared by the Board of Directors out of funds 
legally available for payment of dividends.  From our 
inception to September 30, 2011, we did not declare 
any dividends.

We do not intend to issue any cash dividends in the 
future.  We intend to retain earnings, if any, to 
finance the development and expansion of our 
business.  However, it is possible that our management 
may decide to declare a cash or stock dividend in the 
future.  Our future dividend policy will be subject to 
the discretion of our Board of Directors and will be 
contingent upon future earnings, if any, our financial 
condition, our capital requirements, general business 
conditions and other factors.

Preferred Stock

We are authorized to issue 10,000,000 shares of 
preferred stock with a par value of $0.0001. As of 
September 30, 2011, there were no preferred shares 
issued and outstanding.  Under our Bylaws, the Board 
of Directors has the power, without further action by 
the holders of the common stock, to determine the 
relative rights, preferences, privileges and 
restrictions of the preferred stock, and to issue the 
preferred stock in one or more series as determined by 
the Board of Directors.  The designation of rights, 
preferences, privileges and restrictions could include 
preferences as to liquidation, redemption and 
conversion rights, voting rights, dividends or other 
preferences, any of which may be dilutive of the 
interest of the holders of the common stock.

Transfer Agent

We use Securities Transfer Corporation located at 2591 
Dallas Parkway, Suite 102, Frisco, Texas 75034 as our 
transfer agent.


INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as 
having prepared or certified any part thereof or 
having given an opinion upon the validity of the 
securities being registered or upon other legal 
matters in connection with the registration or 
offering of our common stock was employed on a 
contingency basis or had or is to receive, in 
connection with the offering, a substantial interest, 
direct or indirect, in us.  Additionally, no such 
expert or counsel was connected with us or any of our 
subsidiaries as a promoter, managing or principal 
underwriter, voting trustee, director, officer or 
employee.

Experts

Our audited financial statements for the period from 
April 28, 2011 to September 30, 2011 and our unaudited 
financial statements as of August 31, 2011 and for the 
three month period ended August 31, 2011 have been 
included in ther Prospectus in reliance upon M&K CPAS, 
PLLC, an independent registered public accounting firm, 
as experts in accounting and auditing.
 
 
  
24
 
  
 
DESCRIPTION OF BUSINESS

Forward-Looking Statements

This Prospectus contains forward-looking 
statements.  To the extent that any statements made in 
this report contain information that is not historical, 
these statements are essentially forward-looking. 
Forward-looking statements can be identified by the 
use of words such as ?expects?, ?plans?, ?will?, ?may?, 
?anticipates?, ?believes?, ?should?, ?intends?, 
?estimates? and other words of similar meaning. These 
statements are subject to risks and uncertainties that 
cannot be predicted or quantified and, consequently, 
actual results may differ materially from those 
expressed or implied by such forward-looking 
statements.  Such risks and uncertainties include, 
without limitation, our ability to raise additional 
capital to finance our activities; the effectiveness, 
profitability and marketability of our products; legal 
and regulatory risks associated with the share 
exchange; the future trading of our common stock; our 
ability to operate as a public company; our ability to 
protect our intellectual property; general economic 
and business conditions; the volatility of our 
operating results and financial condition; our ability 
to attract or retain qualified personnel; and other 
risks detailed from time to time in our filings with 
the SEC, or otherwise.

Information regarding market and industry statistics 
contained in this report is included based on 
information available to us that we believe is 
accurate.  It is generally based on industry and other 
publications that are not produced for the purposes of 
securities offerings or economic analysis.  Forecasts 
and other forward-looking information obtained from 
these sources are subject to the same qualifications 
outlined above and the additional uncertainties 
accompanying any estimates of future market size, 
revenue and market acceptance of products and 
services.  We do not undertake any obligation to 
publicly update any forward-looking statements.


Overview

We were incorporated on April 28, 2011 under the laws 
of the State of Nevada.  We do not have any 
subsidiaries.  Our principal executive offices are 
located at 1785 E Sahara Ave, Ste 490, Las Vegas, 
Nevada 89104.  Our telephone number is (281) 914-
8635.  Our website address is 
www.dasglobalcapital.com.  Our fiscal year end is 
December 31.

We are a start-up, development Stage Company.  We have 
only recently begun operations, have no sales or 
revenues, and therefore rely upon the sale of our 
securities to fund our operations.  We have a going 
concern uncertainty as of the date of our most recent 
financial statements.

We are not a blank check company.  Rule 419 of 
Regulation C under the Securities Act of 1933 defines 
a ?blank check company? as a (i) development stage 
company that has no specific business plan or purpose 
or has indicated that its business plan is to engage 
in a merger or acquisition with an unidentified 
company or companies, or other entity or person, and 
(ii) is issuing a penny stock.  Accordingly, we do not 
believe that our company may be classified as a ?blank 
check company? because we intend to engage in a 
specific business plan and do not intend to engage in 
any merger or acquisition with an unidentified company 
or other entity.

We will generate revenue by selling our realtor 
services to prospective homebuyers interested in 
foreclosed residential properties.  In some instances, 
these services will be provided by realtors employed 
or retained by our company.  In other instances, we 
will refer these services to outside realtors.  We 
will collect a fixed portion of the realtor 
commissions.  In order to promote our realtor services, 
we will provide prospective homebuyers with 
comprehensive and easy-to-use information on 
foreclosed residential properties over the Internet on 
our website.  Potential homebuyers can search our web-
based database free of charge, but are required to 
register in order to save favorite listings and 
searches and to receive free e-mail updates when new 
properties become available that match their previous 
search criteria.  Each registered user of our website 
will receive follow-up e-mails offering him the 
ability to schedule an appointment with one of our 
realtors to view properties he has seen on our website 
and to alert him to new properties that match her 
previous search criteria.
 
 
  
25
 
  

Initially, our focus will be on homebuyers interested 
in purchasing foreclosed residential properties in 
Harris, Fort Bend, Galveston and Montgomery Counties 
in the State of Texas.  Depending upon market 
conditions and market acceptance of our realtor 
services, we may expand into other counties in the 
State of Texas.

Our principle business activities will be:  promoting, 
marketing, and selling realtor services to prospective 
homebuyers interested in foreclosed residential 
properties; and developing, maintaining, and updating 
a comprehensive and easy to use web-based database of 
information on foreclosed residential properties that 
can be accessed by prospective homebuyers free of 
charge and can be used by us to promote our realtor 
services.

We are a company without revenues, we have minimal 
assets, and have incurred losses since inception. We 
have only recently begun operations.  Since our 
inception, we have been involved primarily in 
organizational activities and launching our 
website.  We have built a management team, developed 
our business plan, reviewed potential markets, 
researched various products and services which we will 
offer, reviewed marketing strategies, raised capital, 
retained experts in law and accounting, purchased 
access to the data to be initially included in our 
web-based database, designed and built our website and 
network infrastructure (including our web-based 
database), and launched our website.

The following table outlines our business development 
activities to date:
 
 
Milestone Achieved
April 2011
?
Researched names and incorporated 
our company.
 
?
Purchased the domain name for our 
website:  www.dasglobalcapital.com.
 
?
Retained legal counsel.
 
?
Appointed Darrell A Calloway as our 
sole officer and director and issued 
Mr. Calloway 5,000,000 shares of our 
common stock in exchange for $500 of 
services.
 
?
Researched various products and 
services to offer in the foreclosure 
market, potential markets, and 
marketing strategies.
 
?
Developed our business plan.
May 2011
?
Retained an accountant.
 
?
Retained a transfer agent.
 
?
Retained auditors.
December 2010-
June 2011
?
Raised $60,000 from 35 investors. 
 
 
  
26
 
  
 
June 2011
?
Purchased access to the initial set 
of data to be included in our web-
based database of information on 
foreclosed residential properties.
 
?
Prepared this Registration 
Statement.
July 2011
?
Retained a web developer to develop 
and build our website.
 
?
Retained a third party service 
provider to build and maintain our 
network infrastructure (including 
our web-based database).
August 2011
?
Developed our website and network 
infrastructure.
 
?
Built our web-based database of 
information on foreclosed 
residential properties.
 
?
Launched our website.
 
?
Began registering users of our 
website and automatically generating 
targeted e-mails to registered users 
of our website.
 
?
Formalized our strategy to attract 
potential clients to our website. 
 
Products and Services

Realtor Services

Our sole officer and director is a licensed realtor 
and will provide realtor services for properties 
located within a reasonable distance of our 
offices.  For properties not located within a 
reasonable distance of our offices, we will locate 
another realtor for the homebuyer.  We will have 
executed a blanket agreement with each realtor, prior 
to introducing our client to the realtor.  We will 
charge all realtors (including our sole officer and 
director) a fixed percentage of the commission 
collected by the realtor on the transaction, estimated 
at this time to be 25% of the commission collected by 
the realtor.  If a transaction is not consummated, no 
fee is due and payable.  

Initially, our focus will be on homebuyers interested 
in purchasing foreclosed residential properties in 
Harris, Fort Bend, Galveston and Montgomery Counties 
in the State of Texas.  Depending upon market 
conditions and market acceptance of our realtor 
services, we may expand into other counties in the 
State of Texas.

Website and Web-based Database

We will launched our website, www.dasglobalcapital.com, 
in October 2011.  An outside web designer designed and 
built our website and a third party service provider 
built and will maintain our network infrastructure 
(including our web-based database).

We have built and developed, and intend to maintain 
and continually update, a comprehensive and easy-to-
use web-based database of information on foreclosed 
residential properties.  Initially, our intention is 
to use our website and web-based database only as a 
means to promote our realtor services to potential 
homebuyers interested in foreclosed residential 
properties.  Depending upon market conditions, we may 
later sell advertising space on our website, but there 
are no plans to do so at this time.
 
 
  
27
 
  

Homebuyers can access our database through our website 
free of charge.  Currently our database only contains 
information on residential properties in Harris, Fort 
Bend , Galveston and Montgomery Counties in the State 
of Texas.  The information included in our database 
comes from data providers who have compiled the 
information from multiple sources, including 
governmental databases.  We have formal agreements in 
with data providers to provide the information that 
will be initially included in our database, including 
agreements with Houston Association of Realtors.  We 
obtain data from most data providers at nominal 
costs.  For example, we pay Houston Association of 
Realtors $300 every quarter.  If we were not able to 
obtain data directly from other data providers, we 
would have to obtain the information directly from the 
multiple original data sources, which would 
significantly increase the time and expense required 
to convert the information into the format we use for 
our database.  

In order to save searched properties, homebuyers are 
required to register on our website.  The registration 
process enables our system to capture each registered 
user?s e-mail address.  We utilize a web site tracking 
tool built to analyze website statistics and monitor 
registered users on our website.  This tool will 
enable us to track the properties viewed by registered 
users.  Using this information, we can send customized 
e-mails to each registered user based upon the areas 
he is considering purchasing in and the price range of 
the properties being considered.  These customized e-
mails will also offer the registered user the ability 
to schedule an appointment to view properties with one 
of our realtors.  If a registered user purchases a 
property using our realtor services, we will collect a 
fixed percentage of the commission collected by our 
realtor on the transaction.

Target Markets and Marketing Strategy

We believe that our primary target market will consist 
of homebuyers interested in foreclosed residential 
properties.  Initially, our focus will be on 
homebuyers interested in purchasing foreclosed 
residential properties in Harris, Fort Bend, Galveston 
and Montgomery Counties in the State of 
Texas.  Depending upon market conditions and market 
acceptance of our realtor services, we may expand into 
other counties in the State of Texas.  We anticipate 
that we will market and promote our realtor services 
on the Internet.  Our intention is to use our website 
and web-based database as a means to promote our 
realtor services to potential homebuyers interested in 
foreclosed residential properties.  Our marketing 
strategy is to promote our web-based database and 
realtor services and attract individuals to our 
website.  Our marketing initiatives are merely 
proposals and, thus, have not yet been commenced.  We 
anticipate that our marketing initiatives will include:

???
utilizing viral marketing, the practice of 
getting consumers to refer friends to the site 
through e-mail or word of mouth.  Foreclosure 
Solutions will aggressively trigger viral 
marketing through strategic campaigns which may 
include posting on blogs and online communities 
such as Yahoo!? Groups, contests, implementation 
of features on our website which encourage users 
to generate an email to a friend, or give-aways 
tied to a viral process.  Other viral techniques 
under consideration include creating short 
videos that people can view on our website or on 
amateur websites such as YouTube.com and e-mail 
to others to watch, and branded interactive 
online applications on our website.

???
developing a search engine optimization or ?SEO? 
campaign.  SEO is the process of improving the 
volume and quality of traffic to a web site from 
search engines via ?natural? (?organic? or 
?algorithmic?) search results.  Usually, the 
earlier a site is presented in the search 
results, or the higher it ?ranks?", the more 
searchers will visit that site.  

???
developing a search engine marketing or ?SEM? 
campaign.  SEM is the process of marketing a 
website via search engines, by purchasing 
sponsored placement in search results.  For 
example, a user might go to Google and put in 
the term ?foreclosed? ? our strategic purchasing 
of these keyword search terms will cause our ad 
to come up.  It might read ?Find information of 
foreclosed properties at www.foreclosurecat.com? 
and when clicked, it will take the user to our 
site.
 
 
  
28
 
  
 
???
utilize direct e-mail marketing firms who 
specialize in our target market via subscriber 
based lists with detailed criteria obtained by 
third party research groups.

???
entering into affiliate marketing relationships 
with website providers to increase our access 
to  Internet  consumers.  Affiliate marketing 
means that we would place a link to our website 
or a banner advertisement on the websites of 
other companies in exchange for placing their 
link or banner advertisement on our 
website.  Such marketing increases access to 
users, because the users of other websites may 
visit our website as a result of those links or 
banner advertisements.

We expect to rely on SEO, SEM, direct e-mail and 
affiliate marketing as our primary marketing 
strategies, with viral marketing as a secondary 
marketing strategy.

Growth Strategy

Our objectives are to become a recognized Internet 
provider of comprehensive and easy-to-use information 
on foreclosed residential properties for homebuyers, 
and to become a recognized provider of realtor 
services to buyers and sellers of foreclosed 
properties.  

Our strategy is to provide our customers with powerful 
and intuitive search tools designed to make 
information in our database easily accessible and 
valuable to our users and exceptional realtor 
services.  As noted above, however, our marketing 
proposals are, at this point, merely proposals and 
have not yet been commenced.

Key elements of our strategy include plans to:

???
continue to expand and improve our website;

???
increase the number of Internet users to our 
website through viral marketing, SEO, SEM, 
direct e-mail and affiliate marketing campaigns; 
and

???
continue to reach out to each of our website 
through targeted e-mails based on the properties 
viewed by the user. 

Competition

Our largest national competitors in the realtor 
services industry include franchisees of Century 21, 
Prudential, GMAC Real Estate, and RE/MAX.  All of 
these companies may have greater financial resources 
than we do, including greater marketing and technology 
budgets.  We also compete with smaller regional and 
local realtor companies and independent 
realtors.  Realtors compete for business primarily on 
the basis of services offered, reputation, personal 
contacts, and realtor commission.  In some instances, 
our realtor services will be provided by a realtor 
employed or retained by Foreclosure Solutions.  In 
other instances, we will refer these services to 
outside realtors for a fixed fee of the realtor 
commissions.  We may have to reduce the fees we charge 
our realtors to be competitive with those charged by 
competitors, which may accelerate if market conditions 
deteriorate.  If competition results in lower average 
realtor commission rates or lower sales volume by our 
realtors, our revenues will be affected adversely. 
 
 
  
29
 
  

Intellectual Property

The sources of the information that will be included 
in our database are data providers who have compiled 
the information from multiple sources, including 
governmental databases.  While we do not believe our 
use of information compiled by other data providers 
infringes upon the intellectual property rights of 
such data providers or any other third parties, we 
have not investigated the possibility that our use of 
the information infringes on such intellectual 
property rights.  We do not intend to take such steps 
until after we are cash flow positive.

Though we do not believe that our use of the 
information included in our web-based database will 
infringe on the intellectual property rights of third 
parties in any material respect, third parties may 
still claim infringement by us with respect to our use 
of such information. Any such claim, with or without 
merit, could be time-consuming, result in costly 
litigation, cause product deployment delays or require 
us to enter into royalty or licensing 
agreements.  Such royalty or licensing agreements, if 
required, may not be available on terms acceptable to 
us or at all, which could have a material adverse 
effect on our business, results of operations and 
financial condition.

We own rights to our domain name, 
www.dasglobalcapital.com.

Research and Development

We are not currently conducting any research and 
development activities.  

Government Regulation

Our businesses are highly regulated.  Our businesses 
must comply with the requirements governing the 
licensing and conduct of real estate brokerage and 
brokerage-related businesses in the jurisdictions in 
which we do business.  These laws and regulations 
contain general standards for and prohibitions on the 
conduct of real estate brokers and sales associates, 
including those relating to licensing of brokers and 
sales associates, fiduciary and agency duties, 
administration of trust funds, collection of 
commissions, advertising and consumer 
disclosures.  Under state law, our real estate brokers 
have the duty to supervise and are responsible for the 
conduct of their brokerage business.

We may be subject to litigation claims alleging 
breaches of fiduciary duties by our licensed brokers 
and violations of unlawful state laws relating to 
business practices or consumer disclosures.  We cannot 
predict with certainty the cost of defense or the 
ultimate outcome of these or other litigation matters 
filed by or against us, including remedies or awards, 
and adverse results in any such litigation may harm 
our business and financial condition.

Our real estate brokerage business must comply with 
the RESPA.  RESPA and comparable state statutes, among 
other things, restrict payments which real estate 
brokers, agents and other settlement service providers 
may receive for the referral of business to other 
settlement service providers in connection with the 
closing of real estate transactions.  Such laws may to 
some extent restrict preferred vendor arrangements 
involving our brokerage business.  RESPA and similar 
state laws require timely disclosure of certain 
relationships or financial interests that a broker has 
with providers of real estate settlement services.

There is a risk that we could be adversely affected by 
current laws, regulations or interpretations or that 
more restrictive laws, regulations or interpretations 
will be adopted in the future that could make 
compliance more difficult or expensive.  There is also 
a risk that a change in current laws could adversely 
affect our business.  
 
 
  
30
 
  

In addition, regulatory authorities have relatively 
broad discretion to grant, renew and revoke licenses 
and approvals and to implement regulations. 
Accordingly, such regulatory authorities could prevent 
or temporarily suspend us from carrying on some or all 
of our activities or otherwise penalize us if our 
practices were found not to comply with the then 
current regulatory or licensing requirements or any 
interpretation of such requirements by the regulatory 
authority. Our failure to comply with any of these 
requirements or interpretations could have a material 
adverse effect on our operations.

We are also, to a lesser extent, subject to various 
other rules and regulations such as:

???
the Gramm-Leach-Bliley Act which governs the 
disclosure and safeguarding of consumer 
financial information;

???
various state and federal privacy laws;

???
the USA PATRIOT Act;

???
restrictions on transactions with persons on the 
Specially Designated Nationals and Blocked 
Persons list promulgated by the Office of 
Foreign Assets Control of the Department of the 
Treasury;

???
federal and state ?Do Not Call? and ?Do Not Fax? 
laws;

???
?controlled business? statutes, which impose 
limitations on affiliations between providers of 
title and settlement services, on the one hand, 
and real estate brokers, mortgage lenders and 
other real estate providers, on the other hand; 
and

???
the Fair Housing Act.

We are subject to federal and state consumer 
protection laws including laws protecting the privacy 
of consumer non-public information and regulations 
prohibiting unfair and deceptive trade practices.  In 
particular, under federal and state financial privacy 
laws and regulations, we must provide notice to 
consumers of our policies on sharing non-public 
information with third parties, must provide advance 
notice of any changes to our policies and, with 
limited exceptions, must give consumers the right to 
prevent sharing of their non-public personal 
information with unaffiliated third 
parties.  Furthermore, the growth and demand for 
online commerce could result in more stringent 
consumer protection laws that impose additional 
compliance burdens on online companies.  These 
consumer protection laws could result in substantial 
compliance costs and could interfere with the conduct 
of our business.

In many states, there is currently great uncertainty 
whether or how existing laws governing issues such as 
property ownership, sales and other taxes, libel and 
personal privacy apply to the Internet and commercial 
online services.  These issues may take years to 
resolve.  In addition, new state tax regulations may 
subject us to additional state sales and income 
taxes.  New legislation or regulation, the application 
of laws and regulations from jurisdictions whose laws 
do not currently apply to our business or the 
application of existing laws and regulations to the 
Internet and commercial online services could result 
in significant additional taxes on our 
business.  These taxes could have an adverse effect on 
our cash flows and results of operations.  Furthermore, 
there is a possibility that we may be subject to 
significant fines or other payments for any past 
failures to comply with these requirements.
 
 
  
31
 
  

Employees

As of July 26, 2011, we have no employees other than 
our sole officer and director.  Mr. Calloway devotes 
her entire working time (approximately 40 hours per 
week) to our operations and will devote additional 
time as required. 

Our sole officer and director has been a licensed 
realtor since 2003 and is capable of providing realtor 
services for clients interested in properties located 
within a reasonable distance of our offices.  For 
properties not located within a reasonable distance of 
our offices, we will locate another realtor for the 
homebuyer using Mr. Calloway?s extensive network of 
contacts within the real estate industry.  We have a 
blanket referral agreement which will be utilized with 
each realtor, prior to introducing our client to the 
realtor.  We will charge all realtors (including our 
sole officer and director) a fixed percentage of the 
commission collected by the realtor on the transaction, 
estimated at this time to be 25% of the commission 
collected by the realtor.  If a transaction is not 
consummated, no fee is due and payable.  

We believe our future success depends in large part 
upon the continued service of our sole officer and 
director, Darrell A Calloway. We anticipate that we 
will not hire any additional employees in the next 
twelve months and will outsource any services Mr. 
Calloway is unable to provide to third parties. 

Reports to Security Holders

Upon effectiveness of this Registration Statement, we 
will be subject to the reporting and other 
requirements of the Exchange Act and we intend to 
furnish our shareholders annual reports containing 
financial statements audited by our independent 
registered public accounting firm and to make 
available quarterly reports containing unaudited 
financial statements for each of the first three 
quarters of each year. After the effectiveness of this 
Registration Statement we will begin filing Quarterly 
Reports on Form 10-Q, Annual Reports on Form 10-K and 
Current Reports on Form 8-K with the Securities and 
Exchange Commission in order to meet our timely and 
continuous disclosure requirements.  We may also file 
additional documents with the Commission if they 
become necessary in the course of our company?s 
operations.

The public may read and copy any materials that we 
file with the SEC at the SEC?s Public Reference Room 
at 100 F Street, NE, 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. The SEC maintains an Internet site that contains 
reports, proxy and information statements, and other 
information regarding issuers that file electronically 
with the SEC.  The address of that site is www.sec.gov.



DESCRIPTION OF PROPERTY

Our principal executive offices are located at 1785 E 
Sahara Ave, Ste 490, Las Vegas, Nevada 89104.  This is 
also the office of  our sole officer and director, 
Darrell A Calloway.  Mr. Calloway makes this space 
available to the company free of charge.  There is no 
written agreement documenting this arrangement.  We do 
not intend at this time to lease any additional office 
space for a new executive, administrative, and 
operating office.

We have no policies with respect to investments in 
real estate or interests in real estate, real estate 
mortgages, or securities of or interests in persons 
primarily engaged in real estate activities.  We do 
not presently have nor do we intend to invest in any 
such investments.



  
32
 
  

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal 
proceedings, which involve us or any of our products 
or services.


MARKET FOR COMMON EQUITY 
AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange.  We 
intend to engage a market maker to apply to have our 
common stock quoted on the OTC Bulletin Board once 
this Registration Statement has been declared 
effective by the SEC; however, there is no guarantee 
that we will obtain a listing.

There is currently no trading market for our common 
stock and there is no assurance that a regular trading 
market will ever develop.  OTC Bulletin Board 
securities are not listed and traded on the floor of 
an organized national or regional stock 
exchange.  Instead, OTC Bulletin Board securities 
transactions are conducted through a telephone and 
computer network connecting dealers. OTC Bulletin 
Board issuers are traditionally smaller companies that 
do not meet the financial and other listing 
requirements of a regional or national stock exchange.

To have our common stock listed on any of the public 
trading markets, including the OTC Bulletin Board, we 
will require a market maker to sponsor our 
securities.  We have not yet engaged any market maker 
to sponsor our securities and there is no guarantee 
that our securities will meet the requirements for 
quotation or that our securities will be accepted for 
listing on the OTC Bulletin Board.  This could prevent 
us from developing a trading market for our common 
stock.  

Rule 144

None of our issued and outstanding common stock is 
eligible for sale pursuant to Rule 144 under the 
Securities Act of 1933, as amended.  The SEC has 
recently adopted amendments to Rule 144 which became 
effective on February 15, 2008, and will apply to 
securities acquired both before and after that 
date.  Under these amendments, and subject to the 
special provisions for a ?hell company? as described 
below, a person who has beneficially owned restricted 
shares of our common stock for at least six months 
would be entitled to sell their securities provided 
that (i) such person is not deemed to have been one of 
our affiliates at the time of, or at any time during 
the three months preceding, a sale and (ii) we are 
subject to the periodic reporting requirements of the 
Securities Exchange Act of 1934 for at least three 
months before the sale.

Sales under Rule 144 by Affiliates

Subject to the special provisions for a ?hell company? 
as described below, Persons who have beneficially 
owned restricted shares of our common stock for at 
least six months but who are our affiliates at the 
time of, or at any time during the three months 
preceding, a sale, would be subject to additional 
restrictions, by which such person would be entitled 
to sell within any three-month period only a number of 
securities that does not exceed the greater of either 
of the following:
 
 
  
33
 
  

???
1% of the number of shares of common stock then 
outstanding; and

???
the average weekly trading volume of the common 
stock during the four calendar weeks preceding 
the filing of a notice on Form 144 with respect 
to the sale.

Sales under Rule 144 by our affiliates are also 
limited by manner of sale provisions and notice 
requirements and to the availability of current public 
information about us.

Sales Under Rule 144 by Non-Affiliates

Under Rule 144, subject to the special provisions for 
a ?hell company? as described below, a person who is 
not deemed to have been one of our affiliates at the 
time of or at any time during the three months 
preceding a sale, and who has beneficially owned the 
restricted ordinary shares proposed to be sold for at 
least six (6) months, including the holding period of 
any prior owner other than an affiliate, is entitled 
to sell their shares of common stock without complying 
with the manner of sale and volume limitation or 
notice provisions of Rule 144. We must be current in 
our public reporting if the non-affiliate is seeking 
to sell under Rule 144 after holding her, her, or its 
shares of common stock between 6 months and one year. 
After one year, non-affiliates do not have to comply 
with any other Rule 144 requirements.

Special Provisions for ?Hell Companies?

The provisions of Rule 144 providing for the six month 
holding period are not available for the resale of 
securities initially issued by a ?hell company? which 
is defined as an issuer, other than a business 
combination related hell company, as defined in Rule 
405, or an asset-backed issuer, as defined in Item 
1101(b) of Regulation AB, that has no or nominal 
operations; and either no or nominal assets; assets 
consisting solely of cash and cash equivalents; or 
assets consisting of any amount of cash and cash 
equivalents and nominal other assets; or an issuer 
that has been at any time previously an issuer 
described in paragraph (i)(1)(i) of Rule 
144.  Notwithstanding paragraph (i)(1) of Rule 144, if 
the issuer of the securities previously had been an 
issuer described in paragraph (i)(1)(i) but has ceased 
to be an issuer described in paragraph (i)(1)(i); is 
subject to the reporting requirements of Section 13 or 
15(d) of the Exchange Act; has filed all reports and 
other materials required to be filed by Section 13 or 
15(d) of the Exchange Act, as applicable, during the 
preceding 12 months (or for such shorter period that 
the issuer was required to file such reports and 
materials), other than Form 8-K reports, and has filed 
current ?Form 10 information? with the SEC reflecting 
its status as an entity that is no longer an issuer 
described in paragraph (i)(1)(i), then those 
securities may be sold subject to the requirements of 
Rule 144 after one year has elapsed from the date that 
the issuer filed ?Form 10 information? with the SEC. 
The term ?Form 10 information? means the information 
that is required by SEC Form 10, to register under the 
Exchange Act each class of securities being sold under 
Rule 144. The Form 10 information is deemed filed when 
the initial filing is made with the SEC. In order for 
Rule 144 to be available, we must have certain 
information publicly available. We plan to publish 
information necessary to permit transfer of shares of 
our common stock in accordance with Rule 144 of the 
Securities Act, inasmuch as we have filed the 
registration statement with respect to this prospectus.

Holders

As of September 30, 2011, there were 35 holders of 
record of our common stock.
 
 
  
34
 
  

Dividends

To date, we have not paid dividends on shares of our 
common stock and we do not expect to declare or pay 
dividends on shares of our common stock in the 
foreseeable future.  The payment of any dividends will 
depend upon our future earnings, if any, our financial 
condition, and other factors deemed relevant by our 
Board of Directors.

Equity Compensation Plans

As of September 30, 2011, we did not have any equity 
compensation plans.


MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL 
POSITION 
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction 
with our financial statements, including the notes 
thereto, appearing elsewhere in this prospectus.  The 
discussions of results, causes and trends should not 
be construed to imply any conclusion that these 
results or trends will necessarily continue into the 
future. 

Forward Looking Statements

This Prospectus contains certain forward-looking 
statements.  All statements other than statements of 
historical fact are ?forward-looking statements? for 
purposes of this Prospectus, including any projections 
of earnings, revenues or other financial items; any 
statements of the plans, strategies and objectives of 
management for future operation; any statements 
concerning proposed new products, services or 
developments; any statements regarding future economic 
conditions or performance; statements of belief; and 
any statement of assumptions underlying any of the 
foregoing.  Such forward-looking statements are 
subject to inherent risks and uncertainties and actual 
results could differ materially from those anticipated 
by the forward-looking statements. 

Plan of Operation

To date, the company has been in a developmental 
stage.  The company?s website is now operational and 
the next phase or milestone is to begin marketing the 
company?s website.  There are three basic objectives 
with regard to initial website marketing.

1.  
Direct traffic and create awareness with a SEO 
(search engine optimization) and SEM (search 
engine marketing) campaign.  This campaign will 
cost approximately $250.00 per month.
2.  
We intend to utilize direct email marketing 
firms who specialized in our target marker via 
subscriber based lists with detailed criteria 
obtained by third party research groups.  We 
anticipate this phase of marketing to cost up to 
$2,500 for a staggered e-mail blitz marketing 
campaign.

3.  
We also intend to utilize reciprocal banner 
advertising to generate additional web traffic 
and brand awareness.
 
We expect to launch this three-prong approach 
beginning between October 1 and October 15 of 2011.  

Once our initial advertising and marketing phase is 
underway we intend to reach our next milestone which 
is the expansion of our realtor base.  We intend to 
use realtors that work strictly on commission and they 
will be reached via MLS listing services.  The company 
will provide these realtors with prospective buyers 
once they agree to the company?s agency terms.  This 
realtor expansion process will be managed by Mr. 
Calloway who is our broker of record.  We do not 
expect to have additional in house contract expenses 
in this expansion phase.  We expect this phase or 
milestone to begin in or around November 1, 2011.
 
 
  
35
 
  

The final milestone for our first year of operations 
will initiate on or around October 1, 2011.  This 
phase will include expansion into additional areas of 
Texas.  At this point we would expand our integrated 
database at a monthly cost of approximately $79.00 for 
each additional MLS region.  In addition to the 
database expenses we expect to incur $2,500 of initial 
expenses for membership fees and administrative costs 
in each region of expansion.  Our intended areas of 
regional MLS expansion in order are Dallas, San 
Antonio and Austin.  This expansion will be phased and 
we will not approach a new region until we are firmly 
establihed in the current region.  We expect our 
expansion cost per region to be approximately $3,000 
and we only anticipate establishing operations for the 
Houston region within the next 12 months.
We project the additional funding for all three 
milestones for the year 2011 to be approximately 
$9,000.  We plan to raise these funds through the sale 
of our equity securities by way of private 
placements.  We currently do not have any arrangements 
in place to complete any such private placements (nor 
have we identified any potential investors) and there 
is no assurance that we will be successful in 
completing any such private placements on terms 
acceptable to us.  If we are unable to raise 
sufficient capital to carry out our business plan, we 
may be forced to cease operations and you may lose 
your entire investment.

Liquidity and Capital Resources

Period ended September 30, 2010

As of September 30, 2011 we had $30,700 in cash, 
current assets of $30,700, current liabilities of 
$8,025 and a working capital surplus of $22,675.  As 
of September 30, 2011 we had total assets of $30,700.

During the period from April 28, 2011 (inception) to 
September 30, 2011 we spent net cash of $0 on 
operating activities and received net cash of $30,700 
from financing activities of which $30,600 was 
generated from the sale of our equity securities and 
$100 was generated loans from Darrell A Calloway, our 
sole officer and director.  The $100 loan from Mr. 
Calloway was repaid during the three month period 
ended August 31, 2011.  Mr. Calloway has also orally 
agreed that there is no due date for the repayment of 
funds he has advanced for our benefit and our 
obligation to Mr. Calloway does not bear 
interest.  There is no written agreement evidencing 
the advancement of funds by Mr. Calloway or the 
repayment of funds to Mr. Calloway.

During the period from April 28, 2011 (inception) to 
September 30, 2011 we experienced a $30,700 net 
increase in cash.

We estimate that our expenses over the next 12 months 
(beginning January 2012) will be approximately $70,000 
as described in the table below.  These estimates may 
change significantly depending on the nature of our 
future business activities and our ability to raise 
capital from shareholders or other sources.
 
Description
 
Estimated 
Expenses 
($)
 
Legal and accounting fees
 
$
25,000
 
Marketing and advertising
 
$
4,000
 
Product acquisition, testing and 
servicing costs
 
$
6,000
 
Management and operating costs
 
$
15,000
 
Salaries and consulting fees
 
$
10,000
 
Fixed asset purchases
 
$
5,000
 
General and administrative expenses
 
$
5,000
 
Total
 
$
70,000
 

  
36
 
  
 
To the extent we are not able to meet our cash 
requirements for the next 12 months by generating 
revenue, we intend to meet such cash requirements 
through sale of our equity securities by way of 
private placements.  We currently do not have any 
arrangements in place to complete any such private 
placements (nor have we identified any potential 
investors) and there is no assurance that we will be 
successful in completing any such private placements 
on terms that will be acceptable to us.

If we are not able to raise the full $70,000 to 
implement our business plan as anticipated, we will 
scale our business development in line with available 
capital.  Our primary priority will be to retain our 
reporting status with the SEC, which means that we 
will first ensure that we have sufficient capital to 
cover our legal and accounting expenses.  Once these 
costs are accounted for, in accordance with how much 
financing we are able to secure, we will focus on 
product acquisition, testing and servicing costs as 
well as marketing and advertising of our products.  We 
will likely not expend funds on the remainder of our 
planned activities unless we have the required capital.

Three Month period ended June 30, 2011

As of August 31, 2011 we had $24,318 in cash, current 
assets of $24,318, current liabilities of $11,744 and 
a working capital surplus of $12,574.  As of August 31, 
2011 we had total assets of $24,318.

During the three month period ended June 30, 2011, we 
used net cash of $35,782 on operating activities and 
received net cash of $29,400 from the sale of our 
equity securities.

During the three month period ended June 30, 2011 we 
experienced a $6,382 net decrease in cash.

Results of Operations

For the period from inception to September 30, 2011

Lack of Revenues

We have limited operational history.  From our 
inception on April 28, 2011 to September 30, 2010 we 
did not generate any revenues.  We anticipate that we 
will incur substantial losses for the foreseeable 
future and our ability to generate any revenues in the 
next 12 months continues to be uncertain.

Expenses

For the period from April 28, 2011 (inception) to 
September 30, 2011 our expenses were as follows:
 
Type of Expense
($)
General and administrative 
expenses
$925
Professional fees
$7,000

From our inception on April 28, 2011 to September 30, 
2011 we incurred total expenses of $7,925, including 
$7,000 in professional fees and $925 in general and 
administrative expenses.  Our professional fees 
consist of legal, accounting and auditing fees.  Our 
general and administrative expenses consist of bank 
charges, office maintenance, communication expenses 
(cellular, internet, fax, and telephone), courier, 
postage costs and office supplies.
 
 
  
37
 
  

Net Loss

From our inception on April 28, 2011 to September 30, 
2011, we incurred a net loss of $8,425. 

Three months ended June 30, 2011

Lack of Revenues

We have limited operational history.  From our 
inception on April 28, 2011 to September 30, 2011 we 
did not generate any revenues.  We anticipate that we 
will incur substantial losses for the foreseeable 
future and our ability to generate any revenues in the 
next 12 months continues to be uncertain.

Expenses

For the three month period ended June 30, 2011 our 
expenses were as follows:
 
Type of Expense
($)
General and administrative 
expenses
$16,206
Professional fees
$23,295

For the three month period ended June 30, 2011, we 
incurred total expenses of $39,501including $23,295 in 
professional fees and $16,206 in general and 
administrative expenses.  Our professional fees 
consist of legal, accounting and auditing fees.  Our 
general and administrative expenses consist of bank 
charges, office maintenance, communication expenses 
(cellular, internet, fax, and telephone), courier, 
postage costs and office supplies.

Net Loss

For the three month period ended June 30, 2011, we 
incurred a net loss of $39,501. 

For the three month period ended June 30, 2011, are 
expenses were as follows:


Subsequent Events

In May 2011 and June 2011, we issued 980,000 shares of 
our common stock to 29 investors at $0.03 per share 
for aggregate cash proceeds of $29,400.  On July 5, 
2011, we advanced $5,000 Mr. Darrell A Calloway.  The 
advance is non-interest bearing.  The purpose of this 
advance was to reimburse Mr. Calloway for licensing 
fees that he had previously incurred for the company 
and to allow Mr. Calloway to receive additional 
training relative to the foreclosure real estate 
market.  Mr. Calloway has indicated that he intends to 
repay this advance on or before October 31, 2011.

Going Concern

We have not generated any revenues and are dependent 
upon obtaining outside financing to carry out our 
operations.  If we are unable to raise equity or 
secure alternative financing, we may not be able to 
continue our operations and our business plan may 
fail.  Our auditors have issued a going concern 
opinion.  This means that our auditors believe there 
is substantial doubt that we will be able to continue 
as an on-going business for the next 12 months.  The 
financial statements do not include any adjustments 
that might result from the uncertainty about our 
ability to continue our business. If we are unable to 
obtain additional financing from outside sources and 
eventually produce enough revenues, we may be forced 
to significantly reduce our spending, delay or cancel 
planned activities or substantially change our current 
corporate structure.  In such an event, we intend to 
implement expense reduction plans in a timely 
manner.  However, these actions would have material 
adverse effects on our business, revenues, operating 
results and prospects, resulting in the possible 
failure of our business. 
 
 
  
38
 
  

If our operations and cash flow improve, our 
management believes that we can continue to 
operate.  However, we cannot provide any assurance 
that our management?s actions will result in 
profitable operations or an improvement in our 
liquidity situation.  The threat of our ability to 
continue as a going concern will be removed only when 
our revenues have reached a level that able to sustain 
our business operations.

Off-Balance Heet Arrangements

We have no significant off-balance heet arrangements 
that have or are reasonably likely to have a current 
or future effect on our financial condition, revenues 
or expenses, results of operations, liquidity, capital 
expenditures or capital resources that are material to 
stockholders. 

Inflation

The effect of inflation on our revenues and operating 
results as not been significant.

Critical Accounting Policies

Our financial statements are affected by the 
accounting policies used and the estimates and 
assumptions made by management during their 
preparation.  A complete listing of these policies is 
included in Note 3 of the notes to our financial 
statements for the period from April 28, 2011 
(inception) to September 30, 2011.  We have identified 
below the accounting policies that are of particular 
importance in the presentation of our financial 
position, results of operations and cash flows, and 
which require the application of significant judgment 
by management.

Fair Value Measurements

We follow FASB ASC 820, Fair Value Measurements and 
Disclosures, for all financial instruments and non-
financial instruments accounted for at fair value on a 
recurring basis. This accounting standard establihed a 
single definition of fair value and a framework for 
measuring fair value, sets out a fair value hierarchy 
to be used to classify the source of information used 
in fair value measurement and expands disclosures 
about fair value measurements required under other 
accounting pronouncements. It does not change existing 
guidance as to whether or not an instrument is carried 
at fair value. We define fair value as the price that 
would be received from selling an asset or paid to 
transfer a liability in an orderly transaction between 
market participants at the measurement date. When 
determining the fair value measurements for assets and 
liabilities, which are required to be recorded at fair 
value, we consider the principal or most advantageous 
market in which we would transact and the market-based 
risk measurements or assumptions that market 
participants would use in pricing the asset or 
liability, such as inherent risk, transfer 
restrictions and credit risk. We have adopted FASB ASC 
825, Financial Instruments, which allows companies to 
choose to measure eligible financial instruments and 
certain other items at fair value that are not 
required to be measured at fair value. We have not 
elected the fair value option for any eligible 
financial instruments.
 
 
  
39
 
  

Use of estimates

The preparation of financial statements in conformity 
with generally accepted accounting principles requires 
management to make estimates and assumptions that 
affect the reported amounts of assets and liabilities 
and disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported 
amounts of revenue and expenses during the reporting 
period. Management makes its best estimate of the 
ultimate outcome for these items based on historical 
trends and other information available when the 
financial statements are prepared. Changes in 
estimates are recognized in accordance with the 
accounting rules for the estimate, which is typically 
in the period when new information becomes available 
to management. Actual results could differ from those 
estimates. 

Basic and Diluted Net Income (Loss) Per Share 

We compute net income (loss) per share in accordance 
with FASB ASC No. 260, ?Earnings per Share?. FASB ADC 
No. 260 requires presentation of both basic and 
diluted earnings per share (?EPS?) on the face of the 
income statement.  Basic EPS is computed by dividing 
net income (loss) available to common shareholders 
(numerator) by the weighted average number of shares 
outstanding (denominator) during the period.  Diluted 
EPS gives effect to all dilutive potential common 
shares outstanding during the period using the 
treasury stock method and convertible preferred stock 
using the if-converted method.  In computing Diluted 
EPS, the average stock price for the period is used in 
determining the number of shares assumed to be 
purchased from the exercise of stock options or 
warrants.  Diluted EPS excludes all dilutive potential 
shares if their effect is anti dilutive.  At December 
31, 2010 we had no dilutive potential shares 
outstanding. 


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had any changes in or disagreements with 
our independent public accountants since our inception.


DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers

Our Bylaws state that our authorized number of 
directors shall be not less than one and shall be set 
by resolution of our Board of Directors.  Our Board of 
Directors has fixed the number of directors at one, 
and we currently have one director.

Our current directors and officers are as follows:

Name and Address
Age
Position(s)
Darrell A Calloway
2310 Fountain View 
Dr
Houston, Texas 
77057
47
President, Chief Executive 
Officer, Chief Financial 
Officer, Secretary and sole 
Director

Our Director will serve in that capacity until our 
next annual shareholder meeting or until her successor 
is elected and qualified. Officers hold their 
positions at the will of our Board of 
Directors.  There are no arrangements, agreements or 
understandings between non-management security holders 
and management under which non-management security 
holders may directly or indirectly participate in or 
influence the management of our affairs.
 
 
  
40
 
  

Darrell A Calloway, President, Chief Executive Officer, 
Chief Financial Officer, Secretary, and sole director

Darrell A Calloway, has served as our President, Chief 
Executive Officer, Chief Financial Officer, Secretary 
and sole Director since our inception April 28, 
2011.  

Mr. Calloway is a licensed realtor and holds a Texas 
Real Estate Broker?s License.  Since 2003, he has 
worked in all aspects of the real estate industry as 
an agent, mortgage broker and in her current capacity 
as a real estate broker, and has an extensive network 
of contacts with individual and organizations within 
the real estate industry.  From March 2006 to November 
2010, Mr. Calloway provided mortgage broker services 
under the name ?Unique Mortgage? and real estate 
broker services under the name ?Unique Realty.?  Mr. 
Calloway no longer provides mortgage broker services 
and intends to only provide real estate broker 
services under our name.

Mr. Calloway devotes her entire working time 
(approximately 40 hours per week) to our operations 
and will devote additional time as required.  

Other Directorships

None of our directors hold any other directorships in 
any company with a class of securities registered 
pursuant to section 12 of the Exchange Act or subject 
to the requirements of section 15(d) of such Act or 
any company registered as an investment company under 
the Investment Company Act of 1940.

Our sole officer and director or any affiliates of our 
company have not been previously involved in the 
management or ownership of have not acted as a 
promoter or in which they have a controlling interest 
in any other previous registration statement of 
companies.  Therefore, there are no companies that are 
viable or dormant and which businesses have been 
modified and restated from that described in their 
offering documents, and the sole officer and director 
have no connection to companies that are still 
actively reporting with the United States Securities 
and Exchange Commission.

Board of Directors and Director Nominees

Since our Board of Directors does not include a 
majority of independent directors, the decisions of 
the Board regarding director nominees are made by 
persons who have an interest in the outcome of the 
determination. The Board will consider candidates for 
directors proposed by security holders, although no 
formal procedures for submitting candidates have been 
adopted.  Unless otherwise determined, at any time not 
less than 90 days prior to the next annual Board 
meeting at which the slate of director nominees is 
adopted, the Board will accept written submissions 
from proposed nominees that include the name, address 
and telephone number of the proposed nominee; a brief 
statement of the nominee?s qualifications to serve as 
a director; and a statement as to why the security 
holder submitting the proposed nominee believes that 
the nomination would be in the best interests of our 
security holders. If the proposed nominee is not the 
same person as the security holder submitting the name 
of the nominee, a letter from the nominee agreeing to 
the submission of her or her name for consideration 
should be provided at the time of submission. The 
letter should be accompanied by a r?sum? supporting 
the nominee?s qualifications to serve on the Board, as 
well as a list of references.

The Board identifies director nominees through a 
combination of referrals from different people, 
including management, existing Board members and 
security holders. Once a candidate has been identified, 
the Board reviews the individual?s experience and 
background and may discuss the proposed nominee with 
the source of the recommendation. If the Board 
believes it to be appropriate, Board members may meet 
with the proposed nominee before making a final 
determination whether to include the proposed nominee 
as a member of the slate of director nominees 
submitted to security holders for election to the 
Board.
 
 
  
41
 
  

Some of the factors which the Board considers when 
evaluating proposed nominees include their knowledge 
of and experience in business matters, finance, 
capital markets and mergers and acquisitions. The 
Board may request additional information from each 
candidate prior to reaching a determination. The Board 
is under no obligation to formally respond to all 
recommendations, although as a matter of practice, it 
will endeavor to do so.

Conflicts of Interest

Our director is not obligated to commit her full time 
and attention to our business and, accordingly, he may 
encounter a conflict of interest in allocating her 
time between our operations and those of other 
businesses. In the course of her other business 
activities, he may become aware of investment and 
business opportunities which may be appropriate for 
presentation to us as well as other entities to which 
he owes a fiduciary duty.  As a result, he may have 
conflicts of interest in determining to which entity a 
particular business opportunity should be 
presented.  He may also in the future become 
affiliated with entities, engaged in business 
activities similar to those we intend to conduct.

In general, officers and directors of a corporation 
are required to present business opportunities to a 
corporation if:

???
the corporation could financially undertake the 
opportunity;

???
the opportunity is within the corporation?s line 
of business; and

???
it would be unfair to the corporation and its 
stockholders not to bring the opportunity to the 
attention of the corporation.

Our director devotes her entire working time 
(approximately 40 hours per week) to our operations 
and does not currently provide services to any other 
business.

We have not adopted a code of ethics that applies to 
our directors, officers and employees.  When we do 
adopt a code of ethics, we will disclose it on Current 
Report on Form 8-K. 

Significant Employees

As of September 30, 2011 we had no part time or full 
time employees other than our sole officer and 
director, Darrell A Calloway.  Mr. Calloway currently 
devotes his entire working time (approximately 40 
hours a week) to our operations and will devote 
additional time as required.  We also currently engage 
independent contractors in the areas of accounting, 
auditing and legal services.  

Legal Proceedings

Darrell A Calloway, our sole officer and director, 
filed for Chapter 7 bankruptcy, which was discharged 
in February 2008.  Except as otherwise described in 
the preceding sentence, none of our directors, 
executive officers, promoters or control persons has 
been involved in any of the following events during 
the last 10 years:

1.  
A petition under the Federal bankruptcy laws or 
any state insolvency law was filed by or 
against, or a receiver, fiscal agent or similar 
officer was appointed by a court for the 
business or property of such person, or any 
partnership in which he was a general partner at 
or within two years before the time of such 
filing, or any corporation or business 
association of which he was an executive officer 
at or within two years before the time of such 
filing;
 
 
 
  
42
 
  
 
2.  
Convicted in a criminal proceeding or is a named 
subject of a pending criminal proceeding 
(excluding traffic violations and other minor 
offenses);

3.  
The subject of any order, judgment, or decree, 
not subsequently reversed, suspended or vacated, 
of any court of competent jurisdiction, 
permanently or temporarily enjoining her from, 
or otherwise limiting, the following activities:

i.  
Acting as a futures commission merchant, 
introducing broker, commodity trading 
advisor, commodity pool operator, floor 
broker, leverage transaction merchant, any 
other person regulated by the Commodity 
Futures Trading Commission, or an 
associated person of any of the foregoing, 
or as an investment adviser, underwriter, 
broker or dealer in securities, or as an 
affiliated person, director or employee of 
any investment company, bank, savings and 
loan association or insurance company, or 
engaging in or continuing any conduct or 
practice in connection with such activity;

ii.  
Engaging in any type of business practice; 
or

iii.  
Engaging in any activity in connection 
with the purchase or sale of any security 
or commodity or in connection with any 
violation of Federal or State securities 
laws or Federal commodities laws;

4.  
The subject of any order, judgment or decree, 
not subsequently reversed, suspended or vacated, 
of any Federal or State authority barring, 
suspending or otherwise limiting for more than 
60 days the right of such person to engage in 
any activity described in paragraph (f)(3)(i) of 
ther section, or to be associated with persons 
engaged in any such activity;

5.  
Found by a court of competent jurisdiction in a 
civil action or by the Commission to have 
violated any Federal or State securities law, 
and the judgment in such civil action or finding 
by the Commission has not been subsequently 
reversed, suspended, or vacated;

6.  
Found by a court of competent jurisdiction in a 
civil action or by the Commodity Futures Trading 
Commission to have violated any Federal 
commodities law, and the judgment in such civil 
action or finding by the Commodity Futures 
Trading Commission has not been subsequently 
reversed, suspended or vacated;

7.  
The subject of, or a party to, any Federal or 
State judicial or administrative order, 
judgment, decree, or finding, not subsequently 
reversed, suspended or vacated, relating to an 
alleged violation of:

i.  
Any Federal or State securities or 
commodities law or regulation; or

ii.  
Any law or regulation respecting financial 
institutions or insurance companies 
including, but not limited to, a temporary 
or permanent injunction, order of 
disgorgement or restitution, civil money 
penalty or temporary or permanent cease- 
and-desist order, or removal or 
prohibition order; or

iii.  
Any law or regulation prohibiting mail or 
wire fraud or fraud in connection with any 
business entity; or
 
 
 
  
43
 
  

8.  
The subject of, or a party to, any sanction or 
order, not subsequently reversed, suspended or 
vacated, of any self-regulatory organization (as 
defined in Section 3(a)(26) of the Exchange Act 
(15 U.S.C. 78c(a)(26))), any registered entity 
(as defined in Section 1(a)(29) of the Commodity 
Exchange Act (7 U.S.C. 1(a)(29))), or any 
equivalent exchange, association, entity or 
organization that has disciplinary authority 
over its members or persons associated with a 
member.

Audit Committee

We do not currently have (or have plans to form) an 
audit committee or a committee performing similar 
functions.  The Board of Directors as a whole 
participates in the review of financial statements and 
disclosure.

Family Relationships

There are no family relationships among our officers, 
directors, or persons nominated for such positions.

Code of Ethics

We have not adopted a code of ethics that applies to 
our officers, directors and employees. When we do 
adopt a code of ethics, we will disclose it in a 
Current Report on Form 8-K.

EXECUTIVE COMPENSATION

The compensation discussed herein addresses all 
compensation awarded to, earned by, or paid to our 
sole officer and director.

Summary Compensation Table

The following summary compensation table sets forth 
the total annual compensation paid or accrued by us to 
or for the account of our principal executive officer 
since inception and each other executive officer whose 
total compensation exceeded $100,000 in either of the 
last two fiscal years:

Summary Compensation Table (1)
 
Name and Principal 
Position (2)
Year (3)
Salary ($)
Total ($)
Darrell A Calloway
2011
$500 (4)
$500
 
(1)  
We have omitted certain columns in the summary 
compensation table pursuant to Item 402(a)(5) of 
Regulation S-K as no compensation was awarded 
to, earned by, or paid to any of the executive 
officers or directors required to be reported in 
that table or column in any fiscal year covered 
by that table.

(2)  
Darrell A Calloway has served as our President, 
Chief Executive Officer, Chief Financial 
Officer, Secretary and Director since our 
inception on April 28, 2011.

(3)  
For the period from April 28, 2011 (inception) 
to September 30, 2011.
 
 
 
  
44
 
  
(4)  
On April 28, 2011, we issued 5,000,000 shares of 
restricted common stock to Darrell A Calloway, 
our sole officer and director, in consideration 
of the services valued at $500, which services 
included researching names for our company, 
founding and organizing our company, and 
securing the rights to the domain name for our 
website. 

Option Grants

We did not grant any options or stock appreciation 
rights to our named executive officers or directors 
from our inception on April 28, 2011 to September 30, 
2011.  As of September 30, 2011 we did not have any 
stock option plans.

Management Agreements

We have not entered into a formal management agreement 
with Mr. Calloway.

Compensation of Directors

Our directors did not receive any compensation for 
their services as directors from our inception to 
September 30, 2011.  We have no formal plan for 
compensating our directors for their services in the 
future in their capacity as directors, although such 
directors are expected in the future to receive 
options to purchase shares of our common stock as 
awarded by our Board of Directors or by any 
compensation committee that may be establihed.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide 
pension, retirement or similar benefits to our 
directors or executive officers. We have no material 
bonus or profit sharing plans pursuant to which cash 
or non-cash compensation is or may be paid to our 
directors or executive officers, except that stock 
options may be granted at the discretion of the Board 
of Directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of 
the Board of Directors or a committee performing 
similar functions. The Board of Directors as a whole 
participates in the consideration of executive officer 
and director compensation.

Indemnification

Under our Certificate of Formation and Bylaws, we may 
indemnify an officer or director who is made a party 
to any proceeding, including a lawsuit, because of her 
position, if he acted in good faith and in a manner he 
reasonably believed to be in our best interest.  We 
may advance expenses incurred in defending a 
proceeding.  To the extent that the officer or 
director is successful on the merits in a proceeding 
as to which he is to be indemnified, we must indemnify 
him against all expenses incurred, including 
attorney?s fees.  With respect to a derivative action, 
indemnity may be made only for expenses actually and 
reasonably incurred in defending the proceeding, and 
if the officer or director is judged liable, only by a 
court order.  The indemnification is intended to be to 
the fullest extent permitted by the laws of the State 
of Texas.

Regarding indemnification for liabilities arising 
under the Securities Act which may be permitted to 
directors or officers under Texas law, we are informed 
that, in the opinion of the Securities and Exchange 
Commission, indemnification is against public policy, 
as expressed in the Securities Act and is, therefore, 
unenforceable.
 
 
 
  
45
 
  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

The following table sets forth the ownership, as of 
July 26, 2011, of our common stock by each of our 
directors and executive officers, by all of our 
executive officers and directors as a group, and by 
each person known to us who is the beneficial owner of 
more than 5% of any class of our securities.  As of 
September 30, 2011, there were 7,000,000 shares of our 
common stock issued and outstanding. All persons named 
have sole voting and investment control with respect 
to the shares, except as otherwise noted.  The number 
of shares described below includes shares which the 
beneficial owner described has the right to acquire 
within 60 days of the date of this registration 
statement.

Title of 
Class
  Name and 
Address of 
Beneficial Owner 
(1)
Amount and 
Nature of 
Beneficial 
Ownership
Percent of 
Class (%) (2)
Common 
Stock
 
StDarrell A 
Calloway
2310 
Fountain 
View 
Houston, 
Texas
77057
5,000,000
71.4%

  
(1)Mr. Calloway has served as our President, 
Chief Executive Officer, Chief Financial 
Officer, Secretary, and sole director since our 
inception on April 28, 2011.  He is our sole 
officer and director.

  
(2)Based on 7,000,000 issued and outstanding 
shares of our common stock as of September 30, 
2011.

Change in Control

As of September 30, 2011 we had no pension plans or 
compensatory plans or other arrangements which provide 
compensation in the event of termination of employment 
or a change in our control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 28, 2011, we issued 5,000,000 shares of 
restricted common stock to Darrell A Calloway, our 
sole officer and director, in consideration of 
services valued at $500, which services included 
researching names for our company, founding and 
organizing our company, and securing the rights to the 
domain name for our website.  The shares held by Mr. 
Calloway represent 71.4% of our issued and outstanding 
shares.  Mr. Calloway has advanced funds to us for our 
cash needs.  As of September 30, 2011, Mr. Calloway 
has advanced us $100 for our benefit.  Mr. Calloway 
was repaid during the three month period ended August 
31, 2011.  There is no due date for the repayment of 
funds advanced by Mr. Calloway.  The obligation to Mr. 
Calloway does not bear interest.  There is no written 
agreement evidencing the advancement of funds by Mr. 
Calloway or the repayment of the funds to Mr. 
Calloway.  The entire transaction was oral.  On July 5, 
2011, we advanced $5,000 Mr. Calloway.  The advance is 
non-interest bearing.  There is no written agreement 
evidencing the advancement of funds by us or the 
repayment of the funds to us.  The entire transaction 
was oral.  The purpose of ther advance was to 
reimburse Mr. Calloway for licensing fees that he had 
previously incurred for the company and to allow Mr. 
Calloway to receive additional training relative to 
the foreclosure real estate market.  Mr. Calloway has 
indicated that he intends to repay this advance on or 
before October 31, 2011.

Our executive, administrative and operating offices 
are located at Mr. Calloway?s office.  Mr. Calloway 
provides space for the company?s operations free of 
charge.  There is not written agreement evidencing 
this arrangement.
 
 
  
46
 
  

Since our inception on April 28, 2011, we have had no 
other promoters other than Mr. Calloway.  

There have been no other transactions since the 
beginning of our last fiscal year or any currently 
proposed transactions in which we are, or plan to be, 
a participant and the amount involved exceeds the 
lesser of $120,000 or one percent of the average of 
our total assets at year end for the last two 
completed fiscal years, and in which any related 
person had or will have a direct or indirect material 
interest.

Director Independence

We currently act with one director. We have determined 
that we do not have a director that would qualify as 
an ?independent director? as defined by Nasdaq 
Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or 
nominating committee, but our entire board of 
directors acts in such capacities.  We believe that 
our board of directors is capable of analyzing and 
evaluating our financial statements and understanding 
internal controls and procedures for financial 
reporting.  We do not have plans to form a standing 
audit, compensation or nominating committee.  The 
board of directors of our company does not believe 
that it is necessary to have a standing audit, 
compensation or nominating committee because we 
believe that the functions of such committees can be 
adequately performed by the board of 
directors.  Additionally, we believe that retaining an 
independent director who would qualify as an ?audit 
committee financial expert? would be overly costly and 
burdensome and is not warranted in our circumstances 
given the early stages of our development.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICTION 
FOR SECURITES ACT LIABILITIES

Our Certificate of Formation and Bylaws provide that 
we shall indemnify our officers or directors against 
expenses incurred in connection with the defense of 
any action in which they are made parties by reason of 
being our officers or directors, except in relation to 
matters as which such director or officer shall be 
adjudged in such action to be liable for negligence or 
misconduct in the performance of her duty. One of our 
officers or directors could take the position that 
this duty on our behalf to indemnify the director or 
officer may include the duty to indemnify the officer 
or director for the violation of securities laws.

Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to our 
directors, officers and controlling persons pursuant 
to our Certificate of Formation, Bylaws, Texas laws or 
otherwise, we have been advised that in the opinion of 
the Securities and Exchange Commission, such 
indemnification is against public policy as expressed 
in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than 
the payment by us of expenses incurred or paid by one 
of our directors, officers, or control persons, and 
the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or 
control person in connection with the securities being 
registered, we will, unless in the opinion of our 
counsel the matter has been settled by a controlling 
precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the 
Securities Act and will be governed by the final 
adjudication of such issue.
 
 
  
47
 
  
 

EXPERTS

Our financial statements for the period from inception 
on April 28, 2011 to September 30, 2011, included in 
this prospectus, have been audited by M&K CPAS, PLLC, 
as set forth in their report included in this 
prospectus.  Their report is given upon their 
authority as experts in accounting and auditing.  

Our financial statements as of September 30, 2011 and 
for the three month period ended August 31, 2011, 
included in this prospectus, have been reviewed but 
not audited by M&K CPAS, PLLC, as set forth in their 
report included in this prospectus.  Their report is 
given upon their authority as experts in accounting 
and auditing.


LEGAL MATTERS

Caravanna Hicks Cloud The Cloud Law Firm LLP, 2651 
Little York, Suite 200, Houston, Texas 77088, has 
acted as our legal counsel.  




  
48
 
  








DAS Global Capital Corp.

FINANCIAL STATEMENTS

September 30, 2011
 
 
 
 
 
 
 
 
 
  
F - 1
 
  


 
DAS Global Capital Corp.
(A Development Stage Company)
Index to Financial Statements
 
Independent Auditors? Report
F-3
  
  
Balance Heet as of December 31, 2010
F-4
  
  
Statements of Operations for the period from April 
28, 2011 (inception) through September 30, 2011
F-5
  
  
Statements of Stockholders? Equity for the period 
from April 28, 2011 (inception) through September 
30, 2011
F-6
  
  
Statements of Cash Flows for the period from April 
28, 2011 (inception) through September 30, 2011
F-7
  
  
Notes to the Financial Statements
F-8

 
 
 
 
  
F - 2
 
  
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 
FIRM 




To the Board of Directors 
DAS Global Capital Corp

  
We have audited the accompanying balance sheet of DAS 
Global Capital Corp (a development stage company) (the 
Company) as of September 30, 2011, and the related 
statements of operations, stockholders' equity, and 
cash flows for the period from April 28, 2011 
(inception) through September 30, 2011. These 
financial statements are the responsibility of the 
Company's management. Our responsibility is to express 
an opinion on these financial statements based on our 
audit. 
  
We conducted our audit in accordance with the 
standards of the Public Company Accounting Oversight 
Board (United States). Those standards require that we 
plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are 
free of material misstatement. The Company is not 
required to have, nor were we engaged to perform, an 
audit of its internal control over financial reporting. 
Our audit included consideration of internal control 
over financial reporting as a basis for designing 
audit procedures that are appropriate in the 
circumstances, but not for the purpose of expressing 
an opinion on the effectiveness of the Company's 
internal control over financial reporting. Accordingly, 
we express no such opinion. An audit also includes 
examining, on a test basis, evidence supporting the 
amounts and disclosures in the financial statements, 
assessing the accounting principles used and 
significant estimates made by management, as well as 
evaluating the overall financial statement 
presentation. We believe that our audit provides a 
reasonable basis for our opinion. 
  
In our opinion, the financial statements referred to 
above present fairly, in all material respects, the 
financial position of DAS Global Capital Corp. as of 
September 30, 2011, and the results of its operations 
and cash flows for the period described above 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 4 to the financial 
statements, the Company has not generated any revenues 
from operations, which raises substantial doubt about 
its ability to continue as a going concern. 
Management's plans regarding these matters also are 
described in Note 4. The financial statements do not 
include any adjustments that might result from the 
outcome of this uncertainty. 
  


/s/ M&K CPAS, PLLC 
  

Houston, Texas 
October 6, 2011 
 
 
  
F - 3
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Balance Heet
As of September 30, 2011



Assets
Current assets:
  
  
  
   Cash 
  
 $
30,700
Total current assets
  
 $
30,700
  
  
  
  
Liabilities and Stockholders? Equity
Current liabilities:
  
  
  
   Payable to stockholder
  
$
100
   Accrued liabilities
  
  
7,925
Total current liabilities
  
  
8,025
  
  
  
  
Commitments and Contingencies (Note 
6)
  
  
  
  
  
  
  
Stockholders' equity:
  
  
  
Preferred stock,  10,000,000 shares 
authorized,
       $0.0001 par value, no shares 
issued and outstanding    
        
  
-
Common stock, 190,000,000 shares 
authorized, 
       $0.0001  par value, 6,020,000 
shares issued and outstanding
  
  
602
 Additional paid in capital 
  
  
30,498
 Accumulated deficit 
  
  
(8,425)
Total stockholders' equity
  
  
22,675
  
  
  
  
Total liabilities and stockholders? 
equity
  
$
30,700
 




The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 4
 
  
 
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Operations
For the Period from April 28, 2011 (Inception) 
Through September 30, 2011



Revenues:
 
 
 
Total revenues
 
$
-
 
  
 
 
 
 
Operating expenses:
 
 
 
 
   General and administrative
 
 
8,425
 
Total expenses
 
 
8,425
 
Loss from operations
 
 
(8,425
) 
  
 
 
 
 
Other income: 
 
 
 
 
   Other income
 
 
-
 
  
 
 
 
 
Net loss
 
$
(8,425
)
  
 
 
 
 
Weighted average shares outstanding
 
$
5,369,394
 
  
 
 
 
 
Net loss per common share ? basic and 
diluted
 
 
(.00
)
 





The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 5
 
  
 
DAS Global Capital Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from April 28, 2011 (Inception) 
Through September 30, 2011

 
 
 
 
 
 
 
 
 
 
 
 Additional 
 
 
 
 
 
 
 
 Total 
 
 
 
 
Class A Common 
Stock
 
 
 
 Paid in
 
 
 
Accumulated
 
 
 
 Stockholders?
 
 
 
 
Shares
 
 
 
Amount
 
 
 
Capital
 
 
 
Deficit
 
 
 
 Equity
 
Stock 
issued 
to 
officer
 
 
5,000,000
 
 
$
500
 
 
$
?
 
 
$
 
 
 
$
500
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock 
sold for 
cash
 
 
1,020,000
 
 
 
102
 
 
 
30,498
 
 
 
?
 
 
 
30,600
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
?
 
 
 
?
 
 
 
 
 
 
 
(8,425
)
 
 
(8,425
)
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance 
at 
December 
31, 2010
 
 
6,020,000
 
 
$
602
 
 
$
30,498
 
 
$
(8,425
)
 
$
22,675
 






The accompanying notes are an integral part of these 
financial statements.

DAS Global Capital Corp.
 
 
  
F - 6
 
  
 
(A Development Stage Company)
Statement of Cash Flows
For the Period from April 28, 2011 (Inception) 
Through September 30, 2011



Operating Activities
 
 
 
  
 
 
 
Net loss
 
$
(8,425
)
  
 
 
 
 
Adjustments to reconcile net loss to net cash 
provided by operating activities:
 
 
 
 
   Issuance of common stock for services
 
 
500
 
Change in operating assets and liabilities:
 
 
 
 
Accrued liabilities
 
 
7,925
 
Net cash provided by operating activities
 
 
?
 
  
 
 
 
 
Financing activities
 
 
 
 
Proceeds from payable to stockholder
 
 
100
 
Proceeds from sale of common stock
 
 
30,600
 
Net cash provided by financing activities
 
 
30,700
 
  
 
 
 
 
Net increase in cash 
 
 
30,700
 
Cash at beginning of the period
 
 
?
 
Cash at end of the period
                                    
 
$
30,700
 
  
 
 
 
 
Supplemental Disclosures:
 
 
 
 
Interest Paid
 
$
?
 
Income Taxes Paid
 
$
?
 






The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 7
 
  
 
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements


 
1.  
DESCRIPTION OF ORGANIZATION SET-UP AND BUSINESS 
ACTIVITIES

DAS Global Capital Corp. (the ?Company?) was 
incorporated on April 28, 2011, in the state of  
Nevada, to sell realtor services to prospective 
homebuyers interested in foreclosed residential 
properties. The Company collects a fixed percentage of 
the commission any of its realtors receives on a 
transaction.  As of September 30, 2010, the Company is 
considered to be a de novo corporation. 

2.  
BASIS OF PRESENTATION

The accompanying financial statements as of  September 
30, 2011, and for the period ended September 30, 2011; 
include all transactions occurring during the period 
from the Company?s incorporation to its fiscal year 
end.  These financial statements have been prepared in 
accordance with the accounting principles generally 
accepted in the United States of America (?U.S. 
GAAP?).  References to GAAP are done using the 
Financial Accounting Standards Board (?FASB?) 
Accounting Standards Codification TM (?ASC? or 
?Codification?) 105, Generally Accepted Accounting 
Principles (?ASC 105?).

3.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in 
conformity with generally accepted accounting 
principles requires management to make estimates and 
assumptions that affect the reported amounts of assets 
and liabilities and disclosure of contingent assets 
and liabilities at the date of the financial 
statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results 
could differ from those estimates.

Cash

For purposes of the statement of cash flows, cash 
includes demand deposits, time deposits and short-term 
liquid investments with an original maturity of three 
months or less when purchased.  At September 30, 2011 
the Company had no such investments included in 
cash.  The Company maintains deposits in one financial 
institution.  At September 30, 2011, the Federal 
Deposit Insurance Corporation (FDIC) provides 
unlimited insurance coverage of noninterest-bearing 
transaction accounts and coverage of up to $250,000 
for interest bearing accounts per depositor per 
bank.  At September 30, 2011, none of the Company?s 
cash was in excess of federally insured limits.  The 
Company has not experienced any losses in such 
accounts and does not believe that the Company is 
exposed to significant risks from excess deposits.

Development Stage Company

The Company complies with ASC 915 Development Stage 
Entities and the Securities and Exchange Commission 
Exchange Act 7 for its characterization of the Company 
as development stage.
 
 
  
F - 8
 
  
 
DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements (continued)

Fair Value of Financial Instruments

Financial instruments, including cash and accrued 
expenses are carried at cost which reasonably 
approximates their fair value due to the short-term 
nature of these amounts or due to variable rates of 
interest which are consistent with market rates.  No 
adjustments have been made in the current period.

Revenue Recognition

The Company recognizes revenue when the following 
criteria are met: persuasive evidence of an 
arrangement exists, delivery has occurred or services 
have been rendered, the sales price is fixed or 
determinable, and collect ability is reasonably 
assured.  The Company?s standard sales agreements 
generally do not include customer acceptance 
provisions.  However, if there is a customer 
acceptance provision or there is uncertainty about 
customer acceptance, the associated revenue is 
deferred until the Company has evidence of customer 
acceptance.

Revenue for the fixed percentage of the commission any 
of the Company?s realtors receives on a transaction is 
recognized upon the completion of the transaction. 

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per share calculations are 
calculated on the basis of the weighted average number 
of common shares outstanding during the year. The per 
share amounts include the dilutive effect of common 
stock equivalents in years with net income. Basic and 
diluted loss per share is the same due to the anti 
dilutive nature of potential common stock equivalents.

Stock Based Compensation

The Company accounts for stock-based employee 
compensation arrangements using the fair value method 
in accordance with the provisions of ASC Topic 718, 
Compensation ? Stock Compensation (?ASC 718?).  

The Company did not grant any stock options or 
warrants during the period ended September 30, 2011.

Recent Accounting Pronouncements

DAS Global Capital Corp. does not expect the adoption 
of recently issued accounting pronouncements to have a 
significant impact on its results of operations, 
financial position or cash flow.

Income Taxes

The Company accounts for income taxes under ASC Topic 
740, Income Taxes (?ASC 740?). Under ASC 740, 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 basis. Deferred tax assets and liabilities are 
measured using enacted tax rates expected to apply to 
taxable income in the years in which those temporary 
differences are expected to be recovered or settled.
 
 
  
F - 9
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Notes to Financial Statements (continued)


4.  
GOING CONCERN

The accompanying financial statements have been 
prepared assuming that the Company will continue as a 
going concern. As shown in the accompanying financial 
statements, the Company has not begun operations and 
has not generated any revenues to date. These 
conditions raise substantial doubt as to the Company's 
ability to continue as a going concern. The financial 
statements do not include any adjustments that might 
be necessary if the Company is unable to continue as a 
going concern. Management intends to finance 
operations through equity funding of continued 
subsequent stock offerings during 2011.

5.  
   COMMON STOCK

DAS Global Capital Corp. issued 5,000,000 shares of 
common stock (founders? shares) on April 28, 2011 for 
$500, which was estimated to be the fair market value, 
and 1,020,000 shares of common stock on September 28, 
2011 to shareholders of the Company.  There are no 
outstanding options or warrants for the Company?s 
stock.

6.  
COMMITMENTS AND CONTINGENCIES

As of September 30, 2011, the Company had the 
following commitments and contingencies:

ACCRUED LIABILITIES
 
 
 
  
 
 
 
Audit 
 
$
7,000
 
Organizational set-up expenses
 
 
925
 
  Total accrued liabilities
 
$
7,925
 

The Company is a newly-formed company and has no 
outstanding accounts payable.  

7.  
INCOME TAXES

There was no material current or deferred income tax 
expense or benefits for the period ended September 30, 
2011.
         
8.  
RELATED PARTY TRANSACTIONS

The Company did not receive any investments from 
related parties as of September 30, 2011.  There was 
an advance to the Company from an officer and 
stockholder of $100, as of September 30, 2011.

9.  
SUBSEQUENT EVENTS

The Company issued 554,000 shares of common stock on 
May 4, 2011 for $16,620, 134,000 shares of common 
stock on May 6, 2011 for $4,020, 10,000 shares of 
common stock on May 11, 2011 for $300, 97,000 shares 
of common stock on May 14, 2011 for $2,910, 10,000 
shares of common stock on May 20, 2011 for $300, 
10,000 shares of common stock on May 26, 2011 for $300, 
155,000 shares of common stock on June 3, 2011 for 
$4,650, and 10,000 shares of common stock on June 9, 
2011 for $300.  

On July 5, 2011, a shareholder received an advance of 
$5,000.


  
F - 10
 
  









DAS Global Capital Corp.

FINANCIAL STATEMENTS

June 30, 2011 and September 30, 2011

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
F - 11
 
  
 
Foreclosure Solutions, Inc.
(A Development Stage Company)
Index to Financial Statements
 
Report of Independent Registered Public Accounting 
Firm 
F-
13
 
 
Balance Heet as of June 30, 2011 and September 30, 
2011
F-
14
  
  
Statements of Operations for the three month 
period ended June 30, 2011 and for the period from 
April 28, 2011 (inception) through June 30, 2011
F-
15
  
  
Statements of Stockholders? Equity for the period 
from December 6, 2010 (inception) through June 30, 
2011
F-
16
  
  
Statements of Cash Flows for the three month 
period ended June 30, 2011 and for the period from 
December 6, 2010 (inception) through June 30, 2011
F-
17
  
  
Notes to the Financial Statements
F-
18



  
F - 12
 
  
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 
FIRM
 


To the Board of Directors and Shareholders of
DAS Global Capital Corp.

We have reviewed the accompanying balance heet of 
Foreclosure Solutions, Inc. (a development stage 
company) (the ?Company?) as of June 30, 2011 and the 
related statements of operations, stockholders? equity 
and cash flows for the three months then ended. These 
financial statements are the responsibility of the 
Company's management.

We conducted our review in accordance with standards 
of the Public Company Accounting Oversight Board 
(United States).  A review of interim financial 
information consists principally of applying 
analytical procedures and making inquiries of persons 
responsible for financial and accounting matters. It 
is substantially less in scope than an audit conducted 
in accordance with the standards of the Public Company 
Accounting Oversight Board (United States), the 
objective of which is the expression of an opinion 
regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material 
modifications that should be made to the interim 
financial statements for them to be in conformity with 
accounting principles generally accepted in the United 
States of America.

We have previously audited, in accordance with the 
standards of the Public Company Accounting Oversight 
Board (United States), the balance sheet of DAS Global 
Capital Corp as of September 30, 2011, and the related 
statements of operations, stockholders? equity and 
cash flows for the period from April 28, 2011 
(inception) through September 30, 2011; and in our 
report dated May 25, 2011, we included an explanatory 
paragraph as discussed in Note 4 of those financial 
statements indicating that the Company has not 
generated any revenues from operations which raised 
substantial doubt about the Company?s ability to 
continue as a going-concern. As indicated in Note 4 of 
the Company?s unaudited interim financial statements 
as of June 30, 2011 and for the three months then 
ended, the Company still has not generated revenues 
from operations.  The accompanying interim financial 
information does not include any adjustments that 
might result from the outcome of this uncertainty.  In 
our opinion, the information set forth in the 
accompanying balance sheet as of September 30, 2011, 
is fairly stated, in all material respects.


/s/ M&K CPAS, P.L.L.C.

Houston, Texas
October 12, 2011


  
F - 13
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Balance Heet
As of June 30, 2011 and September 30, 2011



  
 
June 30, 
2011
 
 
September 
30, 2011
 
  
 
(Unaudited)
 
 
(Audited)
 
Assets
 
Current assets:
 
 
 
 
 
 
   Cash 
 
$
24,318
 
 
$
30,700
 
Total current assets
 
 
24,318
 
 
$
30,700
 
  
 
 
 
 
 
 
 
 
Liabilities and Stockholders? Equity
 
Current liabilities:
 
 
 
 
 
 
 
 
   Accounts Payable
 
$
11,744
 
 
$
-
 
   Payable to stockholder
 
 
-
 
 
 
100
 
   Accrued liabilities
 
 
-
 
 
 
7,925
 
Total current liabilities
 
 
11,744
 
 
 
8,025
 
  
 
 
 
 
 
 
 
 
Commitments and Contingencies 
(Note 6)
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Stockholders? equity:
 
 
 
 
 
Preferred stock,  10,000,000 
shares authorized,
    $0.0001 par value, no 
shares issued and 
outstanding    
 
 
-
 
 
 
-
 
Common stock, 190,000,000 
shares authorized, 
    $0.0001  par value, 
7,000,000 and 6,020,000 
shares issued and 
outstanding, respectively
 
 
700
 
 
 
602
 
 Additional paid in capital 
 
 
59,800
 
 
 
30,498
 
 Accumulated deficit 
 
 
(47,926
)
 
 
(8,425
)
Total stockholders' equity
 
$
12,574
 
 
 
22,675
 
  
 
 
 
 
 
 
 
 
Total liabilities and 
stockholders? equity
 
$
24,318
 
 
$
30,700
 
  
 
 
 
 
 
 
 
 
 




The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 14
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Statement of Operations
For the Three Months ended June  30, 2011
And For the Period from April 28, 2011 (Inception) 
Through June 30, 2011
(Unaudited)



  
 
Three 
Months 
Ended
June 30, 
2011
 
 
April 28, 
2011 
(Inception) 
through 
September 
30, 2011
 
Revenues:
 
 
 
 
 
 
Total revenues
 
$
-
 
 
$
-
 
  
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
   General and administrative
 
 
39,501
 
 
 
47,926
 
Total expenses
 
 
39,501
 
 
 
47,926
 
Loss from operations
 
 
(39,501
)
 
 
(47,926
) 
  
 
 
 
 
 
 
 
 
Other income: 
 
 
 
 
 
 
 
 
   Other income
 
 
-
 
 
 
-
 
  
 
 
 
 
 
 
 
 
Net loss
 
$
(39,501
)
 
$
(47,926
)
  
 
 
 
 
 
 
 
 
Weighted average shares 
outstanding
 
 
6,888,022
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Net loss per common share ? 
basic and diluted
 
$
(.01
)
 
 
 
 
 




The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 15
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from April 28, 2011 (Inception)
Through June 30, 2011

 
 
 
 
 
 
 
 
 
 
 
 Additional
 
 
 
 
 
 
 
 Total  
 
 
 
 
Class A Common 
Stock
 
 
 
 Paid in
 
 
 
Accumulated
 
 
 
 Stockholders'
 
 
 
 
Shares
 
 
 
Amount
 
 
 
Capital
 
 
 
Deficit
 
 
 
 Equity
 
Balance at 
December 9, 
2010 
(inception)
 
 
-
 
 
$
-
 
 
$
-
 
 
$
-
 
 
$
-
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common 
stock 
issued to 
officer
 
 
5,000,000
 
 
 
500
 
 
 
-
 
 
 
-
 
 
 
500
 
Common 
stock 
issued for 
cash
 
 
1,020,000
 
 
 
102
 
 
 
30,498
 
 
 
-
 
 
 
30,600
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(8,425
)
 
 
(8,425
)
Balance at 
December 
31, 2010
 
 
6,020,000
 
 
 
602
 
 
 
30,498
 
 
 
(8,425
)
 
 
22,675
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common 
stock 
issued for 
cash
 
 
980,000
 
 
 
98
 
 
 
29,302
 
 
 
-
 
 
 
29,400
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(39,501
)
 
 
(39,501
)
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at 
March 31, 
2011
 
 
7,000,000
 
 
$
700
 
 
$
59,800
 
 
$
(47,926
)
 
$
12,574
 





The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 16
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Three Month Period ended June 30, 2011
And For the Period from April 28, 2011 (Inception) 
Through September 30, 2011



  
 
 
 
 
 
 
  
 
 
June 30, 
2011
 
 
April 28, 
2011 
(Inception) 
through 
September 
30, 2011
 
Operating Activities
 
 
 
 
 
 
  
 
 
 
 
 
 
Net loss
 
$
(39,501
) 
 
$
(47,926
)
  
 
 
 
 
 
 
 
 
Adjustments to reconcile net 
loss to net cash provided by 
operating activities:
 
 
 
 
 
 
 
 
   Issuance of common stock for 
services
 
 
-
 
 
 
500
 
Change in operating assets and 
liabilities:
 
 
 
 
 
 
 
 
       Accounts Payable
 
 
11,744
 
 
 
11,744
 
Accrued liabilities
 
 
(7,925
)
 
 
-
 
Net cash provided by operating 
activities
 
 
(35,682
)
 
 
(35,682
)
  
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
Proceeds from payable to 
stockholder
 
 
-
 
 
 
100
 
Repayment to shareholder
 
 
(100
)
 
 
(100
)
Proceeds from sale of common 
stock
 
 
29,400
 
 
 
60,000
 
Net cash provided by financing 
activities
 
 
29,300
 
 
 
60,000
 
  
 
 
 
 
 
 
 
 
Net increase in cash 
 
 
(6,382
)
 
 
24,318
 
Cash at beginning of the period
 
 
30,700
 
 
 
?
 
Cash at end of the period
        
 
 
24,318
 
 
$
24,318
 
  
 
 
 
 
 
 
 
 
Supplemental Disclosures:
 
 
 
 
 
 
 
 
Interest Paid
 
$
-
 
 
$
?
 
Income Taxes Paid
 
$
 -
 
 
$
-
 



The accompanying notes are an integral part of these 
financial statements.
 
 
  
F - 17
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements


 
1.  
 DESCRIPTION OF ORGANIZATION SET-UP AND BUSINESS 
ACTIVITIES

DAS Global Capital Corp. (the ?Company?) was 
incorporated on April 28, 2011, in the state of Nevada, 
to sell realtor services to prospective homebuyers 
interested in foreclosed residential properties.  The 
Company collects a fixed percentage of the commission 
any of its realtors receives on a transaction.  As of 
September 30, 2011, the Company is considered to be a 
de novo corporation. 

2.  
BASIS OF PRESENTATION

The accompanying financial statements as of September 
30, 2011, and for the three month period ended June 30, 
2011; include all transactions occurring during the 
period from the Company?s incorporation to its fiscal 
year end.  These financial statements have been 
prepared in accordance with the accounting principles 
generally accepted in the United States of America 
(?U.S. GAAP?).  References to GAAP are done using the 
Financial Accounting Standards Board (?FASB?) 
Accounting Standards Codification TM (?ASC? or 
?Codification?) 105, Generally Accepted Accounting 
Principles (?ASC 105?).

3.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in 
conformity with generally accepted accounting 
principles requires management to make estimates and 
assumptions that affect the reported amounts of assets 
and liabilities and disclosure of contingent assets 
and liabilities at the date of the financial 
statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results 
could differ from those estimates.

Cash

For purposes of the statement of cash flows, cash 
includes demand deposits, time deposits and short-term 
liquid investments with an original maturity of three 
months or less when purchased.  At June 30, 2011 the 
Company had no such investments included in cash.  The 
Company maintains deposits in one financial 
institution.  At September 30, 2011, the Federal 
Deposit Insurance Corporation (FDIC) provides 
unlimited insurance coverage of noninterest-bearing 
transaction accounts and coverage of up to $250,000 
for interest bearing accounts per depositor per 
bank.  At September 30, 2011, none of the Company?s 
cash was in excess of federally insured limits.  The 
Company has not experienced any losses in such 
accounts and does not believe that the Company is 
exposed to significant risks from excess deposits.

Development Stage Company

The Company complies with ASC 915 Development Stage 
Entities and the Securities and Exchange Commission 
Exchange Act 7 for its characterization of the Company 
as development stage.
 
 
 
  
F - 18
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)

Fair Value of Financial Instruments

Financial instruments, including cash and current 
liabilities are carried at cost which reasonably 
approximates their fair value due to the short-term 
nature of these amounts or due to variable rates of 
interest which are consistent with market rates.  No 
adjustments have been made in the current period.

Revenue Recognition

The Company recognizes revenue when the following 
criteria are met: persuasive evidence of an 
arrangement exists, delivery has occurred or services 
have been rendered, the sales price is fixed or 
determinable, and collect ability is reasonably 
assured.  The Company?s standard sales agreements 
generally do not include customer acceptance 
provisions.  However, if there is a customer 
acceptance provision or there is uncertainty about 
customer acceptance, the associated revenue is 
deferred until the Company has evidence of customer 
acceptance.

Revenue for the fixed percentage of the commission any 
of the Company?s realtors receives on a transaction is 
recognized upon the completion of the transaction. 

Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per share calculations are 
calculated on the basis of the weighted average number 
of common shares outstanding during the year. The per 
share amounts include the dilutive effect of common 
stock equivalents in years with net income. Basic and 
diluted loss per share is the same due to the anti 
dilutive nature of potential common stock equivalents.

Stock Based Compensation

The Company accounts for stock-based employee 
compensation arrangements using the fair value method 
in accordance with the provisions of ASC Topic 718, 
Compensation ? Stock Compensation (?ASC 718?).  

The Company did not grant any stock options or 
warrants during the three month period ended June 30, 
2011.

Recent Accounting Pronouncements

DAS Global Capital Corp. does not expect the adoption 
of recently issued accounting pronouncements to have a 
significant impact on its results of operations, 
financial position or cash flow.

Income Taxes

The Company accounts for income taxes under ASC Topic 
740, Income Taxes (?ASC 740?). Under ASC 740, 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 basis. Deferred tax assets and liabilities are 
measured using enacted tax rates expected to apply to 
taxable income in the years in which those temporary 
differences are expected to be recovered or settled.
 
 
  
F - 19
 
  

DAS Global Capital Corp.
(A Development Stage Company)
Notes to Unaudited Financial Statements (continued)


4.  
GOING CONCERN

The accompanying financial statements have been 
prepared assuming that the Company will continue as a 
going concern. As shown in the accompanying financial 
statements, the Company has not begun operations and 
has not generated any revenues to date. These 
conditions raise substantial doubt as to the Company's 
ability to continue as a going concern. The financial 
statements do not include any adjustments that might 
be necessary if the Company is unable to continue as a 
going concern. Management intends to finance 
operations through equity funding of continued 
subsequent stock offerings during 2011.

5.  
   COMMON STOCK

Common stock shares outstanding at June 30, 2011 and 
September 30, 2011 was 7,000,000 and 6,020,000 
(founder?s shares), respectively.  These were issued 
for cash proceeds of $60,000 and have an estimated 
fair value of $700 and $602, respectively.  There are 
no outstanding options or warrants for the Company?s 
stock.  Common stock issuances for the three months 
ended June 30, 2011 were as follows:
 
554,000 shares issued of common stock on May 4, 2011
134,000 shares of common stock on May 6, 2011
10,000 shares of common stock on May 11, 2011
97,000 shares of common stock on May 14, 2011
10,000 shares of common stock on May 20, 2011
10,000 shares of common stock on May 26, 2011
155,000 shares of common stock on June 3, 2011
10,000 shares of common stock on June 9, 2011

6.  
COMMITMENTS AND CONTINGENCIES

As of September 30, 2011, the Company had the 
following payables of $11,743.

7.  
INCOME TAXES

There was no material current or deferred income tax 
expense or benefits for the period ended September 30, 
2011.
         
8.  
RELATED PARTY TRANSACTIONS

There was an advance to the Company from an officer 
and stockholder of $100, as of September 30, 2011. 
This advance was repaid during the three month period 
ended June 30, 2011.
 
 
  
F - 20
 
  

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the effective 
date of this Prospectus, all dealers that effect 
transactions in these securities, whether or not 
participating in this offering, are required to 
deliver a prospectus.  This is in addition to the 
dealers? obligation to deliver a prospectus when 
acting as underwriters and with respect the their 
unsold allotments or subscriptions.



  
 
 
  


PART II?INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which 
are to be paid by the registrant, are as follows:
 
 
Commission filing 
fee
$         6.97
 
 
Legal fees and 
expenses
$  8,000.00
 
 
Accounting fees and 
expenses
$  2,000.00
 
 
Printing and 
marketing expenses
$     500.00
 
 
Audit/Administrative 
Fees and Expenses
$  7,500.00
 
 
Miscellaneous
$     500.00
 
 
TOTAL
$18,503.35
 

ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Certificate of Formation and Bylaws provide that 
we shall indemnify our officers or directors against 
expenses incurred in connection with the defense of 
any action in which they are made parties by reason of 
being our officers or directors, except in relation to 
matters as which such director or officer shall be 
adjudged in such action to be liable for negligence or 
misconduct in the performance of her duty.  One of our 
officers or directors could take the position that 
this duty on our behalf to indemnify the director or 
officer may include the duty to indemnify the officer 
or director for the violation of securities laws.

Insofar as indemnification for liabilities arising 
under the Securities Act of 1933, as amended (the 
?Securities Act?), may be permitted to our directors, 
officers and controlling persons pursuant to our 
Certificate of Formation, Bylaws, Nevada laws or 
otherwise, we have been advised that in the opinion of 
the Securities and Exchange Commission (the 
?Commission?), such indemnification is against public 
policy as expressed in the Securities Act and is, 
therefore, unenforceable. In the event that a claim 
for indemnification against such liabilities (other 
than the payment by us of expenses incurred or paid by 
one of our directors, officers, or control persons, 
and the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or 
control person in connection with the securities being 
registered, we will, unless in the opinion of our 
counsel the matter has been settled by a controlling 
precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the 
Securities Act and will be governed by the final 
adjudication of such issue.

ITEM 15.RECENT SALES OF UNREGISTERED SECURITIES.

On April 28, 2011, DAS Global Capital sold 5,000,000 
restricted shares of common stock to Darrell A 
Calloway for services valued at $500, which services 
included researching names for our company, founding 
and organizing our company, and securing the rights to 
the domain name for our website.  DAS Global Capital 
relied in Section 4(2) of the Securities Act as its 
exemption from registration when it issued the shares 
of common stock to Mr. Calloway. Mr. Calloway agreed 
to hold the shares for investment purposes only and to 
transfer such shares only in a registered offering or 
in reliance upon an exemption therefrom.

In April 2011, May 2011 and June 2011, we issued 
2,000,000 shares of our common stock to 35 investors 
at a price of $0.03 per share in exchange for 
aggregate cash proceeds of $60,000, as described more 
fully below:

???
on April 29, 2011, we issued 1,020,000 shares of 
our common stock to six investors at a price of 
$0.03 per share in exchange for aggregate cash 
proceeds of $30,600;
 
 
 
  
 
 
  
???
on May 4, 2011, we issued 554,000 shares of our 
common stock to three investors at $0.03 per 
share for aggregate cash proceeds of $16,620;

???
on May 6, 2011, we issued 134,000 shares of our 
common stock to one investor at $0.03 per share 
for cash proceeds of $4,020; 

???
on May 11, 2011, we issued 10,000 shares of our 
common stock to one investor at $0.03 per share 
for cash proceeds of $300; 

???
on May 14, 2011, we issued 97,000 shares of our 
common stock to four investors at $0.03 per 
share for aggregate cash proceeds of $2,910; 

???
on May 20, 2011, we issued 10,000 shares of our 
common stock to one investor at $0.03 per share 
for cash proceeds of $300; 

???
on May 26, 2011, we issued 10,000 shares of our 
common stock to one investor at $0.03 per share 
for cash proceeds of $300;

???
on June 3, 2011, we issued 155,000 shares of our 
common stock to 16 investors at $0.03 per share 
for aggregate cash proceeds of $4,650; and

???
on June 9, 2011, we issued 10,000 shares of our 
common stock to two investors at a price of 
$0.03 per share in exchange for aggregate cash 
proceeds of $300.

1,835,000 of these shares (the shares issued on May 29, 
2011, May 4, 2011, May 6, 2011, May 11, 2011, May 14, 
2011, May 20, 2011, and May 26, 2011) were issued 
pursuant to an exemption from registration 
requirements of the Securities Act provided by Section 
506 of Regulation D of the Securities Act, such 
exemption being available based on the company not 
using general solicitation or advertising to market 
the shares and information obtained from the investors 
to the private placement, including that all of the 
investors were ?accredited investors,? as that term is 
defined in Regulation D under the Securities Act.  

The remaining 165,000 of these shares (the shares 
issued on June 3, 2011 and June 9, 2011) were issued 
in reliance upon an exemption from registration 
pursuant to Regulation S under the Securities Act of 
1933 (the ?Securities Act?).  Our reliance upon Rule 
903 of Regulation S was based on the fact that the 
sales of the securities were completed in an ?offshore 
transaction?, as defined in Rule 902(h) of Regulation 
S.  We did not engage in any directed selling efforts, 
as defined in Regulation S, in the United States in 
connection with the sale of the securities. Each 
investor was not a U.S. person, as defined in 
Regulation S, and was not acquiring the securities for 
the account or benefit of a U.S. person.

ITEM 16.EXHIBITS.

Exhibit No. Description
 
3.1 
Certificate of Formation of DAS Global Capital 
Corp (1) 
3.2  
Bylaws of DAS Global Capital Corp (1) 
  
 
 




 
 
  
 
 
  
 
23.1 
Consent of M&K CPAS, PLLC. 
23.2 
Consent of The Cloud Law Firm LLP. 
 
 
 
 










ITEM 17.UNDERTAKINGS.

The registrant hereby undertakes: 

1.To file, during any period in which offers or sales 
are being made, a post-effective amendment to this 
registration statement: 

(i)  
To include any prospectus required by 
section 10(a)(3) of the securities act; 

(ii)  
To reflect in the prospectus any facts or 
events arising after the effective date of 
the registration statement (or the most 
recent post-effective amendment 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 SEC 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; and 

(iii)  
To include any material information with 
respect to the plan of distribution not 
previously disclosed in the prospectus or 
any material change to such information in 
the registration statement; 

2.That for the purpose of determining liability under 
the Securities Act, each 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; and 

4.That, for the purpose of determining liability of 
the registrant under the Securities Act to any 
purchaser in the initial distribution of the 
securities, the registrant undertakes that in a 
primary offering of securities of the 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 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 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 registrant or used or referred to by 
the registrant; 

(iii)  
The portion of any other free writing 
prospectus relating to the offering 
containing material information about the 
registrant or its securities provided by 
or on behalf of the registrant; and
  
 

(iv)  
Any other communication that is an offer 
in the offering made by the registrant to 
the purchaser. 

Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, 
officers and controlling persons of the registrant 
pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of 
the SEC such indemnification is against public policy 
as expressed in the Securities Act and is therefore 
unenforceable.  

In the event that a claim for indemnification against 
such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the 
successful defense of any action, suit incurred or 
paid by a director, officer or controlling person of 
the registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the 
securities being registered, the registrant will, 
unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed 
by the final adjudication of such issue. 

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.
 
 
  
 
 
  

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 duly authorized in the City of 
Houston, State of Texas on October 12, 2011.
 
 
 
 
DAS GLOBAL CAPITAL CORP.
 
 
 
 
 
 
By: 
/s/ DARRELL A CALLOWAY                                           
 
 
 
Darrell A Calloway 
 
 
 
President, Secretary, Treasurer, and Director 
 

In accordance with the requirements of the Securities 
Act of 1933, this registration statement has been 
signed by the following persons in the capacities 
stated on July 26, 2011:

Signature
 
Title
 
  
/s/ DARRELL A CALLOWAY
Darrell A Calloway
President, Secretary, 
Treasurer, and Director 
(Principal Executive 
Officer, 
Principal Financial 
Officer, and Principal 
Accounting Officer)