UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Bookedbyus Inc.

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation or organization)


54151

(Primary Standard Industrial Classification Code Number)


26-1679929

(I.R.S. Employer Identification Number)


c/o   Fred Person  619 S. Ridgeley Drive, Los Angeles, CA  90036

(323) 634-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Nevada Corporation Services Ltd.

4231 Dant Blvd., Reno Nevada 89509-7020

(800) 553-0615

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:


Thomas E. Puzzo, Esq.

Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70th Street

Seattle, Washington 98115

Telephone No.: (206) 522-2256

Facsimile No.: (206) 260-0111


As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)


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


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


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


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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller



1






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 [X]




2







Calculation of Registration Fee




Title of Each Class of Securities to be Registered




Amount to be Registered


Proposed Maximum Offering Price Per Unit1


Proposed Maximum Aggregate Offering Price




Amount of Registration Fee2

Common Stock for sale by Bookedbyus Inc.

10,000,000

$0.10

$1,000,000

$116.10

Common Stock for Sale by Selling Stockholders

5,820,000

$0.10

$582,000

$67.57

Total Registration Fee

15,820,000

$0.10

$1,582,000

$183.67


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


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


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



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PART I—INFORMATION REQUIRED IN PROSPECTUS


Item 1.

Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.


Bookedbyus Inc.


15,820,000 SHARES OF COMMON STOCK


This prospectus relates to periodic offers and sales of 15,820,000 shares of common stock by our Company and the selling security holders, which consists of:

 

  

  

1 to 10,000,000 shares of our common stock which we are offering on a direct basis at a price of $0.10 per share; and

  

  

Up to 5,280,000 shares of common stock which are presently outstanding and owned by the selling stockholders.


There is no minimum offering. The offering period will end ninety (90) days from the effective date of this prospectus but may also be terminated sooner in our sole discretion. Our direct offering shares will be offered and sold on a self-underwritten, best-efforts basis through our officer and director. Our direct offering shares will be sold at a fixed price of $0.10 per share throughout the offering period. There are no arrangements to place the funds we raise in an escrow, trust or similar account. All proceeds from our direct offering shares will go to us. No assurance can be given that we will be able to sell any of our direct offered shares.

 

  

  

Price to Public

  

Underwriting Discounts and Commissions (1)

  

Proceeds to   company (2)

  

Per Share

  

$

0.10

  

  

None

  

$

               0.10

  

Total Minimum

  

$

0

  

  

None

  

$

                    0

  

Total Maximum

  

$

1,000,000

  

  

None

  

$

         1,000,000

  

 

(1)

Represents the maximum underwriting discounts and commissions we will pay if broker-dealers are used to sell our directly offered shares. As of the date of this prospectus we do not have any underwriting agreements.

(2)

Proceeds to us are shown before deducting ancillary expenses payable by us in connection with the offering, estimated at approximately $14,450 including legal and accounting fees and printing costs.


Because there is no minimum number of shares required to be sold and the Company has not, and may never generate revenues, our business may fail prior to us ever beginning operations or generating revenues resulting in a complete loss of any investment made to the Company.


The securities being registered by this offering may be illiquid because these securities are not listed on any exchange nor are these securities quoted on the OTC Bulletin Board.  A public market for the Company’s common stock may never develop, or, if any market does develop, it may not be sustained.

 

The price per share will be $0.10. Bookedbyus, Inc. will be selling all the shares offered by the Company and will receive all proceeds from the sale. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.


Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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 the prospectus. Any representation to the contrary is a criminal offense.


This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering.


The Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.


The date of this prospectus is __________________


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.




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TABLE OF CONTENTS

 

 

Item 3.    

7

Risk Factors

9

Item 4.     Use of Proceeds

15

Item 5.     Determination of Offering Price

16

Item 6.     Dilution

17

Item 7.     Selling Security Holders

18

Item 8.     Plan of Distribution

20

Item 9.     Description of Securities to be Registered

23

Item 10.   Interests of Named Experts and Counsel

24

Item 11.   Information with Respect to the Registrant

25

Business Description

25

Description if Property

29

Legal Proceedings

29

Financial Statements

30

Management’s Discussion and Analysis

31

Plan of Operations

32

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

33

Directors and Executive Officers

33

Executive Compensation

34

Security Ownership of Certain Beneficial Owners and Management

36

Certain Relationships and Related Transactions

36

Item 12.   Available Information

37

Item 12A.                Disclosure of Commission Position on Indemnification for Securities Act Liabilities

37

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

37

Item 13.   Other Expenses of Issuance and Distribution

37

Item 14.   Indemnification of Directors and Officers

37

Item 15.   Recent Sales of Unregistered Securities

37

Item 16.   Exhibits

38

Item 17.   Undertakings

39

Signatures

40

 

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DEALER PROSPECTUS DELIVERY OBLIGATION

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



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Item 3.

Summary Information.


Summary Information about Bookedbyus Inc.


Bookedbyus Inc. was incorporated in the State of Nevada as a for-profit Company on December 27, 2007 and established a fiscal year end of August 31. Bookedbyus Inc. is a development stage company and we have commenced only limited operations, primarily focused on organizational matters in connection with this offering.

 

We are a licensed distributor for Digital Programa Inc. We intend to further develop and market two software applications licensed from Digital Program Inc.:  “eDrive” and “iDrive”.  eDrive is a web and email based rich media application that allows clients to push rich media marketing material to its customers with a fully integrated back end including business analytics.  eDrive, allows companies to market their message or product directly to their customers. The Company has not yet implemented its business model and to date has generated no revenues.


The Company’s auditors have issued an opinion that the ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  


The Company’s officers and director will own over 62% after this offering is completed. As a result, they will have control of the Company.


Our business office is located at 619 S. Ridgeley Drive Los Angeles, CA  90036, our telephone number is (323) 634-1000 and our fax number is (323) 634-1001. Our United States and registered statutory office is located at 4231 Dant Blvd., Reno Nevada 89509-7020, telephone number (800) 553-0615.

.

As of May 31, 2011, the end of our fiscal quarter, the Company had raised $14,000 through the sale of its common stock. There is $10,176 of cash on hand in the corporate bank account. The Company currently has liabilities of $12,000. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $14,450. As of the date of this prospectus, we have generated no revenues from our business operations.

Summary of the Offering by the Company

Bookedbyus has 22,070,000 shares of common stock issued and outstanding and is registering an additional 10,000,000 shares of common stock for offering to the public. The Company may endeavor to sell all 10,000,000 shares of common stock after this registration becomes effective. The price at which the Company offers these shares is fixed at $0.10 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. Bookedbyus will receive all proceeds from the sale of the common stock.

 

 

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Securities being offered by the Company, common stock, par value $0.001

10,000,000 shares of common stock are offered by the Company.

Securities being offered by selling security holders

5,820,000 shares of common stock are offered by selling security holders

Offering price per share by the Company.

A price, if and when the Company sells the shares of common stock, is set at $0.10.

Number of shares outstanding
before the offering of common shares.

22,070,000 common shares are currently issued and outstanding.

Number of shares outstanding
after the offering of common shares.

32,070,000 common shares will be issued and outstanding after this offering is completed.

Minimum number of shares to be sold in this offering

None.

Market for the common shares

There is no public market for the common shares. The price per share is $0.10.


Bookedbyus may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if Bookedbyus common stock is quoted or granted listing, a market for the common shares may not develop.

Use of proceeds

Bookedbyus will receive all proceeds from the sale of the common stock. If all 10,000,000 common shares being offered are sold, the total gross proceeds to the Company would be $1,000,000. The Company intends to use the proceeds from this offering (i) to pay for general business development costs estimated at $201,000; (ii) to pay for sales and marketing costs, estimated at $149,550; and (iii) to pay for software development costs, estimated at $635,000. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $14,450 are being paid for by Bookedbyus

Termination of the offering

The offering will conclude when all 10,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. Bookedbyus may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable (see Plan of Distribution).

Terms of the offering

The Company’s president and sole director will sell the common stock upon effectiveness of this registration statement.


You should rely only upon the information contained in this prospectus. Bookedbyus has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Summary of Financial Information  

The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations, the financial statements and the related notes thereto included elsewhere in this prospectus.

Balance Sheet

As of May 31, 2011

Total Assets

$10,176

Total Liabilities

$12,000

Stockholder’s Equity (Deficit)

$(1,824)


Operating Data


Inception (December 27, 2007) through May 31, 2011

Revenue

$0.00

Net Loss

$91,174


 

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As shown in the financial statements accompanying this prospectus, Bookedbyus has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from their accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.


Risk Factors.


This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

 

Auditor’s Going Concern

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF BOOKEDBYUS, INC. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN.

In their audit report dated August 17, 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See “August 31, 2010 Financial Statements - Auditors Report.”


Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.


Risks Related To Our Financial Condition


SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.


The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our product will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.


IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT.


If we are not successful in earning revenues once we have started our sales activities, we may require additional financing



9






to sustain business operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company’s ability to attract customers. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.

Risks Related To This Offering

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.

 

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on December 27, 2007 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.


INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.


A purchase of the offered shares is highly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the Company are also speculative, and it is possible that we could be unable to satisfy them. The Company’s shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.


BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS.


The offering price and other terms and conditions regarding the Company’s shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Buyers of our shares pursuant to this offering will pay more for our common stock than the pro rata portion of the assets are worth and as a result, investing in our Company may result in an immediate loss.


 



10






THERE IS NO ESTABLISHED MARKET FOR SHARES OF THE COMPANY’S COMMON STOCK, WHICH COULD MAKE MARKETS FOR THESE SHARES EXTREMELY ILLIQUID.  

At present, there is no established public market for the Company’s shares. As a result, the arbitrary offering price of $0.10 per common share as determined herein is substantially higher than the net tangible book value per share of Bookedbyus’s common stock. Bookedbyus’s assets do not substantiate a share price of $0.10. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the Company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board. Accordingly, you could lose a substantial amount, or all, of your investment.


THE COMPANY’S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, DILUTING THE CURRENT SHAREHOLDERS’ EQUITY.


The Company has 75,000,000 authorized shares, of which only 22,070,000 are currently issued and outstanding and only 32,070,000 will be issued and outstanding after this offering terminates if all of the Company’s offered shares are sold. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.


AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.


Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.


IN THE EVENT THAT THE COMPANY’S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY’S SHARES.


In the event that our shares are traded and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively



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affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

SINCE OUR COMPANY’S OFFICERS AND DIRECTOR CURRENTLY OWN 73.6% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT THEIR DECISIONS ARE CONTRARY TO THEIR INTERESTS.

The Company’s officers and director owns 73% of the outstanding shares and will own over 50.6% after this offering is completed. As a result, they may have control of the Company and be able to choose all of our directors. Their interests may differ from those of the other stockholders. Factors that could cause their interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and her ability to continue to manage the business given the amount of time they are able to devote to the Company.


All decisions regarding the management of the Company’s affairs will be made exclusively by them. Purchasers of the offered shares may not participate in the management of the Company and therefore, are dependent upon their management abilities. The only assurance that the shareholders of the company, including purchasers of the offered shares, have that the Company’s officers and director will not abuse their discretion in executing the Company’s business affairs, is their fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the officers and director, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business abilities of the Company’s management.


Risks Relating to our Company

 

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY AND MAY NEVER BE ABLE TO CARRY OUT OUR BUSINESS PLAN OR ACHIEVE ANY REVENUES OR PROFITABILITY; INVESTORS HAVE A HIGH PROBABILITY OF LOSING THEIR ENTIRE INVESTMENT.


We are subject to all of the risks inherent in the establishment of a new business enterprise. We were established on December 27, 2007 for the purpose of further development of software, market and distribute software, on behalf of Digital Programa Inc.. As a development stage company, the Company is a highly speculative venture involving significant financial risk. It is uncertain as to when the Company will become profitable, if ever. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We may not be able to successfully effectuate our business and investors may lose their entire investment.


WE EXPECT TO INCUR OPERATING LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE. IF WE ARE UNABLE TO GENERATE REVENUES YOUR ENTIRE INVESTMENT COULD BE LOST


We incurred net losses of $91,174 for the period from December 27, 2007 (inception) to May 31, 2011. Management believes that the gross proceeds of $1,000,000 generated from this offering will be sufficient to continue our planned activities for no more than twelve months after the offering. We expect to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the marketing and sales of our planned products. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.


 



12






ADOPTION OF SMARTPHONES AND PDA’S MAY BE SLOWER THAN EXPECTED AND OUR BUSINESS MAY FAIL.

Global adoption rates have been steadily (sometimes exponentially) increasing over the past several years, but the overall penetration is still relatively low. Their growth seems to be spurred by accessibility and affordability. The growth in adoption rate in North America is linked to discounts and cheap plans. As mobile technology gets better, smart phones will get cheaper, more versatile, and more important for our day-to-day use. If adoption of smart phones is to slow, we may not realize profitable operations and our business may fail.


MOBILE PHONE BANDWIDTH INFRASTRUCTURE MAY NOT DEVELOP AS ANTICIPATED AND YOUR ENTIRE INVESTMENT MAY BE LOST


There are a number of current obstacles to enjoying rich media on mobile. The majority of smartphone users feel that the long time to download or play media and difficulties finding and navigating to relevant content ranked among their top two barriers. If smart phone users fail to utilize rich media on mobile phones, it could have a negative effect on our operating results and your entire investment could be lost.


ADOPTION OF EMAIL MARKETING MAY BE SLOWER THAN EXPECTED WHICH COULD HAVE A NEGATIVE IMPACT OUR OPERATING RESULTS


A majority of small businesses will have adopted email marketing within the next 12 month. The top challenges that small businesses have with email marketing are (i) the fear that customers will perceive the email as spam, (ii) that their messages get filtered out, and (iii) that they will have poor response rates. Should these challenges prevail, the lack of adoption of email marketing could have a negative effect on our results of operations and your entire investment could be lost.



BECAUSE WE ARE NOT MAKING PROVISIONS FOR A REFUND TO INVESTORS, YOU MAY LOSE YOUR ENTIRE INVESTMENT.

 

Even though the implementation of our Plan of Operation is dependant upon the sale of shares through this offering, the offering makes no provisions for refund to an investor. We will utilize all amounts received from newly issued common stock purchased through this offering even if the amount obtained through this offering is not sufficient to enable us to go forward with our planned operations. We do not intend to escrow any funds received through this offering. Once funds are received as the result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management.


AS A DISTRIBUTOR, WE WILL DEPEND ON OTHERS TO PROVIDE THE PRODUCTS WE INTEND TO DISTRIBUTE, WHICH MAY PLACE US AT A COMPETITIVE DISADVANTAGE AND REDUCE PROFITABILITY.


We intend on becoming a third party reseller or distributor of Digital Programa Inc.’s rich media marketing software and will market and distribute its software on behalf of Digital Programa Inc. Accordingly, we expect that software products we intend to sell will be supplied by the manufacturer of the rich media marketing software. If we develop such a relationship with Digital Programa Inc. any change in those relationships, shortages, production delays, or work stoppages by the employees of such manufacturers could have a material adverse effect on our ability to timely provide our products and secure sales. It is possible that notwithstanding the relationship between our potential supplier and our Company, such supplier may not be able to fulfill their obligations to us. Delays or technical problems with the product may cause our customers to cease reliance the products we intend to provide. If we cannot obtain an adequate support of the product, this could potential result in a loss of sales and earnings.


The rich media marketing software market is intensely competitive, highly fragmented and subject to rapid change. We do not have the resources to compete with our existing competitors or with any new competitors that may enter into our



13






intended business.  We compete with many resellers of rich media marketing solutions that have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business, as we may never be able to develop clients for our services.


  Factors that we believe could materially affect market acceptance of these products include:


 

·

the efficacy of the products as compared to competitive products;

 

·

the relative convenience and ease of administration as compared to competitive products;

 

·

the strength of marketing distribution support; and

 

·

the cost-effectiveness of the product.

 

SINCE OUR EXECUTIVE OFFICERS WORK OR CONSULT FOR OTHER COMPANIES, THEIR ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.


Our executive officers, one of whom serves as our sole director, are not required to work exclusively for us and do not devote all of their time to our operations. Therefore, it is possible that a conflict of interest with regard to their time may arise based on their employment for other companies. Their other activities may prevent them from devoting full-time to our operations that could slow our operations and may reduce our financial results because of the slow down in operations. It is expected that each of our directors will devote between 5 and 30 hours per week to our operations on an ongoing basis, and will devote whole days and even multiple days at a stretch when required. In the event that our executive officers cannot devote the time when required, their other business activities could slow down our planned operations and have a negative effect on out results of operations.


OUR OFFICERS AND SOLE DIRECTOR OWN 50.67 % OF THE OUTSTANDING SHARES OF OUR COMMON STOCK, AND WILL BE ABLE TO INFLUENCE CONTROL OF THE COMPANY AND DECISION-MAKING BY MANAGEMENT OF THE COMPANY.


Our officers and sole director presently own 73.6% of our outstanding common stock. If all of the 10,000,000 shares of our common stock being offered hereby are sold, the shares held by our officers will constitute 50.67% of our outstanding common stock. The future prospect of sales of significant amounts of shares held by our officers and sole director could affect the market price of our common stock if the marketplace does not adjust in an orderly fashion to the increase in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.


BECAUSE WE DO NOT HAVE AN AUDIT OR COMPENSATION COMMITTEE, SHAREHOLDERS WILL HAVE TO RELY ON OUR SOLE DIRECTOR, WHO IS NOT INDEPENDENT, TO PERFORM THESE FUNCTIONS.

 

We do not have an audit or compensation committee comprised of independent directors. We do not have an audit or compensation committee. Our director performs these functions. Thus, there is a potential conflict of interest in that our sole director and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.

 

BECAUSE WE MAY FACE DAMAGE TO OUR PROFESSIONAL REPUTATION OR LEGAL LIABILITY, IT IS UNLIKELY THAT WE WILL BE ABLE TO MAKE FUTURE SALES AND SERVICE ENGAGEMENTS. IF WE ARE UNABLE TO MAKE FUTURE SALE AND SERVICE ENGAGEMENTS, INVESTORS ARE LIKELY TO LOSE THEIR ENTIRE INVESTMENT.


As a reseller or distributor of rich media marketing solutions, we will depend to a large extent on referrals and new engagements from future clients, as we will attempt to establish a reputation for high-caliber reseller or distributor of rich



14






media marketing services and integrity to attract and retain clients. As a result, if a client is not satisfied with our services or products, such lack of satisfaction may be more damaging to our business than it may be to other businesses. Moreover, if we fail to meet our obligations, we could be subject to legal liability or loss of client relationships. Our engagements will typically include provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be enforceable in all cases. Accordingly, no assurances can be given that we will retain clients in the foreseeable future.

 

Risks Relating to our Common Stock

 

WE MAY, IN THE FUTURE, ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK THAT WOULD REDUCE INVESTORS’ PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE. WE DO NOT NEED SHAREHOLDER APPROVAL TO ISSUE ADDITIONAL SHARES.

 

Our certificate of incorporation authorizes the issuance of 75,000,000 shares of common stock, 22,070,000 shares of which are issued and outstanding as of May 31, 2011. If the maximum offering is successfully completed, there will be 32,070,000 shares issued and outstanding.  Accordingly, we can issue up to an additional 42,930,000. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.


THE OFFERING PRICE OF OUR COMMON STOCK COULD BE HIGHER THAN THE MARKET VALUE, CAUSING INVESTORS TO SUSTAIN A LOSS OF THEIR INVESTMENT.

 

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation, and therefore expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.


THERE IS NO ESTABLISHED PUBLIC MARKET FOR OUR STOCK AND A PUBLIC MARKET MAY NOT BE OBTAINED OR BE LIQUID AND THEREFORE INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.

 

There is no established public market for our common stock being offered under this prospectus. While we intend to apply for quotation of our common stock on the over-the-counter Bulletin Board system, we have not yet engaged a market maker for the purposes of submitting such application, and there is no assurance that we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers of our common stock in this offering may be unable to sell their shares on any public trading market or elsewhere.

Item 4.

Use of Proceeds.


Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.10. The offering is being conducted on a “best efforts’ basis and the offering scenarios that follow are for illustrative purposes only. The actual amount of proceeds, if any, may differ. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.





15









GROSS PROCEEDS FROM THIS OFFERING

$250,000

$500,000

$750,000

$1,000,000

Less: OFFERING EXPENSES

__________

__________

__________

__________

Legal & Accounting

$11,250

$11,250

$11,250

$11,250

Printing

$200

$200

$200

$200

Transfer Agent

$3,000

$3,000

$3,000

$3,000

TOTAL

$14,450

$14,450

$14,450

$14,450

 

 

 

 

 

Less: GENERAL BUSINESS DEVELOPMENT  

 

 

 

Business travel expenses:

$10,000

$20,500

$25,500

$26,000

Office supplies and expenses

$2,500

$5,000

$10,000

$15,000

Office Administration Wage

$18,000

$50,000

$75,000

$100,000

Working Capital

$15,000

$30,000

$45,000

$60,000

TOTAL:

$45,500

$105,500

$155,500

$201,000

 

 

 

 

 

Less: SOFTWARE DEVELOPMENT

 

 

 

 

Software Development eDrive

$83,000

$100,000

$140,000

$170,000

Software Development iDrive

$62,550

$170,500

$266,300

$293,750

Feature Enhancement

$0

$8,550

$65,000

$171,250

TOTAL:

$145,550

$279,050

$471,300

$635,000

 

 

 

 

 

Less: SALES & MARKETING   

 

 

 

 

Logo development:

$10,000

$10,000

$10,000

$10,000

Design brochure and print publication

$5,000

$15,500

$22,250

$30,000

Website Development

$5,000

$16,000

$16,000

$20,000

Web hosting

$500

$500

$500

$500

Online Advertising

$12,000

$25,000

$25,000

$35,050

Sales Salaries and Commissions

$12,000

$34,000

$35,000

$54,000

TOTAL

$44,500

$101,000

$108,750

$149,550

 

 

 

 

 

 

=========

==========

=========

=========

TOTALS

$250,000

$500,000

$750,000

$1,000,000

The above figures represent only estimated costs

Item 5.

Determination of Offering Price.


Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Our Company will be offering the shares of common stock being covered by this prospectus at a price of $0.10 per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.


The offering price was determined arbitrarily based on a determination by the Board of Directors of the price at which the Company believes investors would be willing to purchase the shares. Additional factors that were included in determining the offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.



16






Item 6.

Dilution.


Existing Stockholders if all of the Shares are Sold

 

 

Price per share

$

0.1

Post offering net tangible book value

$

998,176

Potential gain to existing shareholders

$

1,000,000

Net tangible book value per share after offering

$

0.0311

Increase to present stockholders in net tangible book value per share after offering

$

0.0312

Capital contributions by purchasers of shares

$

1,000,000

Capital Contributions by existing stockholders

$

22,070

Number of shares outstanding before the offering

 

22,070,000

Number of shares after offering held by existing stockholders

 

22,070,000

Existing Stockholders Percentage of ownership after offering

 

68.82%

 

 

 

Purchasers of Shares in this Offering if all Shares Sold

 

 

Price per share

$

0.1

Post offering net tangible book value

$

998,176

Increase in net tangible book value per share after offering

$

0.0312

Dilution per share

$

0.0689

Capital contributions by purchasers of shares

$

1,000,000

Capital contributions by existing stock holders

$

22,070

Percentage capital contributions by purchasers of shares

 

98%

Percentage capital contributions by existing stockholders

 

2%

Anticipated net offering proceeds

$

985,550

Number of shares after offering held by public investors

 

10,000,000

Total shares issued and outstanding

 

32,070,000

Purchasers of shares percentage of ownership after offering

 

31.18%

Existing stockholders percentage of owner ship after offering

 

68.82%

 

 

 

Purchasers of Shares in this Offering if 75% of Shares Sold

 

 

Price per share

$

0.1

Post offering net tangible book value

$

748,176

Post offering net tangible book value per share

$

0.0328

Pre-offering net tangible book value per share

$

(0.0001)

Increase in net tangible book value per share after offering

$

0.0329

Dilution per share

$

0.0672

Capital contributions by purchasers of shares

$

750,000

Capital contributions by existing stock holders

$

22,070

Percentage capital contributions by purchasers of shares

 

97%

Percentage capital contributions by existing stockholders

 

3%

Anticipated net offering proceeds

$

735,550

Number of shares after offering held by public investors

 

7,500,000

Total shares issued and outstanding

 

29,570,000

Purchasers of shares percentage of ownership after offering

 

25.36%

Existing stockholders percentage of ownership after offering

 

74.64%

 

 

          17


 



 

 

Purchasers of Shares in this Offering if 50% of Shares Sold

 

 

Price per share

$

0.1

Post offering net tangible book value

$

498,176

Post offering net tangible book value per share

$

0.0184

Pre-offering net tangible book value per share

$

(0.0001)

Increase in net tangible book value per share after offering

$

0.0185

Dilution per share

$

0.0816

Capital contributions by purchasers of shares

$

500,000

Capital contributions by existing share holders

$

22,070

Percentage capital contributions by purchasers of shares

 

96%

Percentage capital contributions by existing stock holders

 

4%

Anticipated net offering proceeds

$

485,550

Number of shares after offering held by public investors

 

5,000,000

Total shares issued and outstanding

 

27,070,000

Purchasers of shares percentage of ownership after offering

 

18.47%

Existing stockholders percentage of ownership after offering

 

81.53%

 

 

 

Purchasers of Shares in this Offering if 25% of Shares Sold

 

 

Price per share

$

0.1

Post offering net tangible book value

$

248,176

Post offering net tangible book value per share

$

0.0101

Pre-offering net tangible book value per share

$

(0.0001)

Increase in net tangible book value per share after offering

$

0.0102

Dilution per share

$

0.0899

Capital contributions by purchasers of shares

$

250,000

Capital contributions by existing share holders

$

22,070

Percentage capital contributions by purchasers of shares

 

92%

Percentage capital contributions by existing stock holders

 

8%

Anticipated net offering proceeds

$

235,550

Number of shares after offering held by public investors

 

2,500,000

Total shares issued and outstanding

 

24,570,000

Purchasers of shares percentage of ownership after offering

 

10.18%

Existing stockholders percentage of ownership after offering

 

89.82%


Item 7.

Selling Security Holders.


The persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the “selling” shareholders”. 

 

18





 

Name and Address

Number of Shares owned Before Offering

Percent of Class(1)

Number of share Offered Herein

Shares Owned After the Offering

Percent of Class(1)

CWB Inc. (CA)

619 S. Ridgeley Drive, Los Angeles, CA 90036

 1,820,000

4.33

 1,820,000

0

0%

Digital Programa Inc.

P.O. Box 0815-01117, Plaza 2000 Bldg, Panama, Panama

 1,000,000

2.38

 1,000,000

0

0%

Janet Bates

P.O. Box 1546, Alpine, Texas 79830

 40,000

0.10

 40,000

0

0%

William Ervin

855 Central Avenue, Odessa, Texas 79761

 40,000

0.10

 40,000

0

0%

Win and Sea

P.O. Box HM 3062, Hamilton, Hmnx Bermuda

 120,000

0.29

 120,000

0

0%

Prairie On-Line Management Services

11210 - 107th Avenue, Edmonton, Alberta

 100,000

0.24

 100,000

0

0%

Rob Snyder

36 Roundaway Crescent, O'Hallory Hill, S.A. Australia 5158

 50,000

0.12

 50,000

0

0%

Digital Pilot Inc.

297 Kingsbury Grade, Stateline, NV 89449-4470

 100,000

0.24

 100,000

0

0%

Lee Ann Burgess

4627 Mountain Drive, Nashville, TN. 37215

 50,000

0.12

 50,000

0

0%

Daryl Burgess

4627 Mountain Drive, Nashville, TN. 37215

 50,000

0.12

 50,000

0

0%

Jared Tavasolian

209 Triufo Cyn Rd , #187, Westlake Village, CA 91361

 50,000

0.12

 50,000

0

0%

Adam Tavasolian

13376 Sunny Slope Ple, Moorpark, CA 91361

 50,000

0.12

 50,000

0

0%

Ali Tavasolian

209 Triufo Cyn Rd , #187, Westlake Village, CA 91361

 30,000

0.07

 30,000

0

0%

Laurie Tavasolian

13376 Sunny Slope Ple, Moorpark, CA 91361

 30,000

0.07

 30,000

0

0%

Wells Jones

1135 Makawao Ave #103

Pmb 301

Makawao HI 96768-7402

 30,000

0.07

 30,000

0

0%

Collin Dvorak

3922 La Colina Rd, Santa Barbara, CA 93021

 30,000

0.07

 30,000

0

0%

Konstantin Lichtenwald

Bluecherstrasse 30 B, 75177 Pforzheim, Germany

 40,000

0.10

 40,000

0

0%

Viktoria Nazarenus

Bluecherstrasse 30 B, 75177 Pforzheim, Germany

 20,000

0.05

 20,000

0

0%

Eduard Lichtenwald

Pforzheimerstrasse 39, 75223 Niefern, Germany

 30,000

0.17

 30,000

0

0%

Natalie Dargus

Oberer Landweg 41, 21035 Hamburg, Germany

 40,000

0.10

 40,000

0

0%

 

 

19




Cyril Morgan

171 Cherbourg, Candiac, Quebec J5R 6R6

 50,000

0.12

 50,000

0

0%

Norm Church

#315 - 269 13th Street, Lethbridge, Alberta, T1H2R6

 

 50,000


0.12

 

 50,000

0

0%

Darren Church

#315 - 269 13th Street, Lethbridge, Alberta, T1H2R6

 50,000

0.12

 50,000

0

0%

Betty Chambers

Po box 543 Roosevelt AZ 85545

 40,000

 

0.10

 40,000

 

0

0%

Troy McMartin

198 Union St., Pictou, N.S. B0K1H0

 50,000

0.12

 50,000

0

0%

Pauline McMartin

198 Union St., Pictou, N.S. B0K1H0

 50,000

0.12

 50,000

0

0%

Dmytro Surovtsev

Klosterweg 28, 76131 Karlsruhe, Germany

 40,000

0.10

 40,000

0

0%

Yevhen Fomin

Hagenschiessrasse 1, 75175 Pforzheim, Germany

 30,000

0.07

 30,000

0

0%

Webspots

2724 Otter Creek Court, Suite 101, Las Vegas, NV 89117

 1,000,000

2.38

 1,000,000

0

0%

Stephen Price

#407 - 10208 120th St. NW, Edmonton, Alberta T5K2W2

 40,000

0.10

 40,000

0

0%

Spyglass

P.O. Box HM 3062, Hamilton, Hmnx Bermuda

 100,000

0.24

 100,000

0

0%

Blast Digital Media

PO Box 4470, Stateline, NV 89449-4470

 600,000

1.43

 600,000

0

0%



(1) Assumes current issued and outstanding shares – 22,070,000 common shares

Item 8.

Plan of Distribution.


22,070,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional 10,000,000 shares of its common stock at the price of $0.10 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

 

The Company will receive all proceeds from the sale of those shares. The price per share is fixed at $0.10 for the duration of this offering. Although our common stock is not listed on a public exchange, we intend to apply for quotation on the Over-the-Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, who, generally speaking, must approve the first quotation of a security by a market maker on the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.10 for the duration of this offering.




20






The Company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.10 per share


The offering will conclude on the earlier of; (1) when all 10,000,000 shares of common stock have been sold, or (2) 90 days after this registration statement becomes effective with the Securities and Exchange Commission. There is no minimum number of common shares that we have to sell. There are no minimum purchase requirements. The Company may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable.


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which BOOKEDBYUS has complied.


In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


In connection with the Company’s selling efforts in the offering, Fred Person our President and director and Susan Fox our Secretary will be selling shares on the Company’s behalf. Our officers and director will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Neither Fred Person nor Susan Fox are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our officers will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Person and Ms. Fox are not, nor has they been within the past 12 months, a broker or dealer, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Person and Ms. Fox will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Neither Mr. Person nor Ms. Fox will participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).


BOOKEDBYUS will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).


Sales of Shares by Selling Stockholders


The persons listed in the table in the section titled "Selling Security Holders" on page 18 plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the “Selling Stockholder”.  Each Selling Stockholder purchased the securities registered hereunder either in the ordinary course of business of the Company or acquired the securities in exchange for their business purchased by the Company. Other than registration rights granted by the Company in connection with the issuance of such securities at the time of purchase of the securities to be resold, no Selling Stockholder had any agreement or understanding, directly or indirectly with any person to distribute the securities. The Selling Stockholders and any underwriters, broker-dealers or agents participating in the distribution of the shares of our common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, and any profit from the sale of such shares by the Selling Stockholders and any compensation received by any underwriter, broker-dealer or agent may be deemed to be underwriting discounts under the Securities Act. The Selling Stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.



21







In competing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither, we nor the Selling Stockholders can presently estimate the amount of such compensation.


The Selling Stockholders and any broker/dealers who act in connection with the sale of the shares will be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.


If any Selling Stockholder enters into an agreement to sell his or her shares to a broker/dealer as principal and the broker/dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker/dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. We will also file the agreement between the Selling Stockholder and the broker/dealer as an exhibit to the post-effective amendment to the registration statement.


We have advised the Selling Stockholders that they and any securities broker/dealers or others who will be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. We have advised each Selling Stockholder that in the event of a “distribution” of the shares owned by the selling shareholder, such selling shareholder, any “affiliated purchasers”, and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 (“1934 Act”) until their participation in that distribution is complete. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class, as is the subject of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transaction by the magnitude of the offering and the presence of special selling efforts and selling methods”. We have advised the Selling Stockholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering.


To our knowledge, there are currently no plans, arrangements or understandings between any Selling Stockholder and any underwriter, broker-dealer or agent regarding the sale of shares of our common stock by the Selling Stockholders. The Selling Stockholders will pay all fees, discounts and brokerage commissions in connection with any sales, including any fees to finders.


Any shares of common stock covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The shares of our common stock may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states, the shares of our common stock may not be sold unless they have been registered or qualified for sale or the sale is entitled to an exemption from registration.


Under applicable rules and regulations under Regulation M under the Exchange Act, any person engaged in the distribution of the common stock may not simultaneously engage in market making activities, subject to certain exceptions, with respect to the common stock for a specified period set forth in Regulation M prior to the commencement of such distribution and until its completion. In addition and with limiting the foregoing, the Selling Stockholders will be subject to the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of the common stock by Selling Stockholders. The foregoing may affect the marketability of the common stock offered hereby. There can be no assurance that any Selling Stockholders will sell any or all of the common stock pursuant to this prospectus.


We will pay all expenses of preparing and reproducing this prospectus with respect to the offer and sale of the shares of common stock registered for sale under this prospectus, including expenses or compliance with state securities laws and



22






filing fees with the SEC. We expect such expenses related to the issuance and distribution of the shares of common stock offered by us and the Selling Stockholders to be approximately $14,450.


The Company is registering for offer and sale by the holders thereof 5,820,000 of common stock held by such stockholders.  All the Selling Stockholders’ shares registered hereby will become tradeable on the effective date of the registration statement of which this prospectus is a part.


Item 9.

Description of Securities to be Registered.


Common Stock


Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:


 

*

have equal ratable rights to dividends from funds legally available if and when declared by our

 

 

Board of Directors;

 

*

are entitled to share ratably in all of our assets available for distribution to holders of common stock

 

 

upon liquidation, dissolution or winding up of our affairs;

 

*

do not have preemptive, subscription or conversion rights and there are no redemption or sinking

 

 

fund provisions or rights;

 

*

and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.


We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.


Non-cumulative Voting


Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 50.6% of our outstanding shares.


Cash Dividends


As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.


Anti-Takeover Provisions


Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.




23






Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation.  The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.


The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.


If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.


Nevada’s control share law may have the effect of discouraging takeovers of the corporation.


In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.


The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of Bookedbyus Inc. from doing so if it cannot obtain the approval of our board of directors.


Stock Transfer Agent


We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, Bookedbyus will act as its own transfer agent.


Item 10.

Interests of Named Experts and Counsel.


No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus 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 the 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 the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal



24






underwriter, voting trustee, director, officer, or employee.

 

The financial statements included in this prospectus and the registration statement have been audited by James Stafford Chartered Accountants, , Suite 350 - 1111 Melville Street, Vancouver British Columbia, V6E 3V6 to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.

 

Law Offices of Thomas E. Puzzo, PLLC, 4216 NE 70th Street Seattle, Washington 98115, our independent legal counsel, has provided an opinion on the validity of our common stock.          

Item 11.

Information with Respect to the Registrant.


Business Description

 

Bookedbyus Inc. is a development stage company, which was formed on December 27, 2007. We have commenced only limited operations, primarily focused on organizational matters in connection with this offering. The Company has not yet implemented its business model and to date has generated no revenues.

 

We are a licensed distributor for Digital Programa Inc. (“DP”). DP is a privately owned and controlled corporation located at Plaza 2000 Building, P.O. Box 0815-01117, 50th Street Panama, Republic of Panama.. DP develops digital media management and workflow automation system software for the entertainment business.  DP has developed an online digital collaboration management system that corporations who create and distribute rich media (photo, audio and video as well as other digital assets like documents), find, organize, securely share, distribute, store and view such rich media. The DP software solution is a group of web services that permits enterprises to upload, download, search, collaborate, notify, track usage and authenticate users to perform authorized transactions with digital media, all of which are easily logged and reported.


We intend to market two software applications developed by DP:  “eDrive” and “iDrive”.  eDrive is a web and email based rich media application that allows clients to push rich media marketing material to its customers with a fully integrated back end including business analytics.  eDrive, allows companies to market their message or product directly to their customers.


iDrive is a software development tool  that can easily build iPhone, iPad and smart phone applications designed to access and view rich media managed by eDrive. These applications, once developed, can easily be branded by the client using the client’s logo and color scheme.


Our target client base will be medium to large businesses who market through the internet utilizing smart phone applications. We intend to be a supplier of eDrive and custom iDrive software solutions and provide businesses with value added services such as software installation, training, and ongoing support.


Market Opportunity


While the market for Rich Media Marketing Software (“RMMS”) is still in its infancy stage, management believes the market will rapidly develop over the next 18 months.  This is primarily due to changes in technology that greatly affect advertisement, such as the release of Apples iPad and the growing number smart phones entering the market.  The need for push technology (software that pushes select information to the recipient) over the web /through email or through mobile device applications is rapidly growing.




25






Accordingly, the company intends to target the $1.5 trillion global (http://www.ft.lk/2011/02/21/global-it-spending-in-2010-reaches-1-5-trillion/) Financial Services industry together with large companies in Entertainment /Gamming and large enterprises who are currently using the web to market their business (i.e. Insurance, Real Estate, and Personal products). Management believes that Bookedbyus software represents a very promising prospective trend, allowing social network marketing-aware companies to minimize their marketing effort. According to eMarketer, three out of five Fortune 500 companies now have an active Twitter account, compared to 39% in 2009. More than a third of companies with Twitter accounts regularly respond to consumers with “@” replies or re-tweets in an effort to engage the 26 million adults that eMarketer estimates use Twitter monthly (http://www.emarketer.com/Article.aspx?R=1008038).


Accordingly, Bookedbyus plans to engage value added resellers (VARs) who have and can leverage their existing supplier-customer relationships within the Financial Services industry and VARS that have existing relationships with companies in Entertainment /Gamming and large enterprises who are currently using the web to market their business (i.e. Insurance, Real Estate, and Personal products).


By affiliating with these companies through a VAR (Value Added Reseller) model, Bookedbyus intends to extend our planned RMMS products and marketing solutions to wireless users through Smartphone applications and push technology.  Bookedbyus plans to  work thereafter with customers, encompassing all aspects of managing and using the eDrive and iDrive platforms including value added services such as installation, training, local presence and ongoing support.

 

eDrive  application


eDrive is web based software that deals with the day-to-day operations of email and web marketing. edrive places the power in the client’s hands to easily produce a rich media messaging that can include video, photos and text in a graphic interactive interface.


iDrive application


iDrive is a white wrapper or generic smart phone application. A client can choose one of our planned pre-built applications and then add their own branding logo; it becomes their unique corporate application that can be provided to customers either through Apples iTunes or from there own website.  With the applications our clients can push daily information alerts, videos, coupons, etc to their customers simply and easily directly to their customers hand held device.


Installation services: Under the Bookedbyus business model, we plan to provide installation services to our clients.


Training: We plan to develop training programs for our clients in conjunction with both eDrive and our planned pre-built iDrive applications.  Our planned training programs will be designed so that participating clients get highest utilization and therefore most value from our planned software products.


Ongoing Support:  In conjunction with Digital Programa Inc., we plan to provide follow up training, telephone and email support as required. 

 

Local Presence:  We are committed to demonstrating a strong commitment to quality customer service, and thus we expect to be able to secure long-term relationships with our customers, which will result in a high customer retention rate and long-term customer loyalty.


Industry Overview


The Bookedbyus business model relies heavily upon the state of the online video advertising market and moble wireless industry since our planned products and services will be designed to ease the administrative burden of the delivery of information over these platforms.




26






Online Video Advertising


The online rich media and video advertising market is poised for rapid growth over the next few years, according to the research firm, eMarketer.  eMarketer estimates rich media and online video advertising spending will reach $1.5 billion each this year.  By 2014, it expects the rich media ad market will be more than $1.8 billion and the video ad market will top $5.5 billion.

http://www.adweek.com/aw/content_display/news/digital/e3i2a62321a15dd65d896f9e82d14b1292e

 

Advertisers and marketers, struggling to keep up with changing consumer habits, are making massive investments in new digital media platforms, especially the mobile platform, according to research firm PQ Media.  Companies are shifting dollars away from traditional media, including broadcast TV, newspapers and magazines.  


PQ Media says that “companies will spend more than $160.8 billion in 2012 — up 82% from 2008 — on 18 emerging markets including online videos, TV and movie product placements, cell phones, video games and digital video recorders.”  

http://www.marketingpilgrim.com/2008/03/82-jump-in-new-media-spending-expected-over-the-next-four-years.html

http://www.usatoday.com/money/advertising/2008-03-25-alternative-media-ad-spending_N.htm?csp=N008


Wireless Industry


Wireless applications are an important emerging technology. Adoption issues facing the wireless industry revolve around performance, security, and ease of use. Given this dynamic landscape and the importance of wireless applications to future business opportunities, along with the unique and specialized skill-sets required to develop wireless applications, organizations are turning to wireless solutions companies to design and implement their wireless strategies. Management believes that in order to meet these demands, new technologies and therefore new companies, such as Bookedbyus are emerging to fulfill these technically challenging requirements.


According to the International Telecommunications Union, there are over 4 billion mobile device users worldwide, with 90 percent connected to the wireless Internet. The evolution of the Internet has lead to a fundamental change in behaviour for both the consumer and the enterprise.

http://www.itu.int/newsroom/press_releases/2008/29.html


The wireless Internet is the next step in this evolution.  Mobile data traffic will grow at a compound annual growth rate of 108 percent between 2009 and 2014. Almost 66 percent of the world’s mobile data traffic will be video by 2014. Mobile video will grow at 131 percent between 2009 and 2014. Mobile video has the highest growth rate of any application category measured within the Cisco Visual Networking Index Forecast. (http://www.slideshare.net/danilogj/global-mobile-data-traffic-forecast-update-20092014) It is without question that the wireless industry should continue to experience tremendous growth.


Wireless Advertising


Mobile spending will cross the $1 billion mark in 2011 with sustained growth and within mobile spending, video is the fastest growing ad medium, albeit from a tiny base, and will continue to be through 2014.

(http://adage.com/digital/article?article_id=146553)




27






[s1bookedbyusincgeneralcom002.gif]



The population of mobile video viewers in the US will grow nearly 30% in 2010 to reach 23.9 million, according to eMarketer’s forecasts. The still represents a reach of only 7.7% of the total population and less than 10% of mobile phone users, but those numbers are set to double by 2013 and increase still further in 2014. (http://www3.emarketer.com/Article.aspx?R=1007845)


It is managements opinion that the number of mobile video viewers, which includes people of any age who watch video content on mobile phones through mobile browser, subscriptions, downloads or applications at least once per month, will continue growing in the double digits for a compound annual growth rate of 22.8% from 2009 through 2014.


Consumers are adopting Smartphones faster than any other form of mobile device which in turn drives the need for rich media experiences on their phones.  The smartphone market grew an amazing 49% in the first three months of 2010 according to Gartner Research.  (http://mashable.com/2010/05/19/android-iphone-os-growth/)  This growth represents opportunity for well-positioned players in the mobile advertising industry.


Competition


There are many providers of rich media marketing software. The market for rich media marketing software is still in its infancy stage it is ripe to develop in the next 18 months due to changes in technology that greatly affect advertisement, such as the release of Apples iPad, and the growing number smart phones entering the market.  The need for push technology over the web /through email or through mobile device applications is rapidly growing.


Competition in the markets is likely to remain intense but is expected to increasingly center on integrated rather than stand-alone applications. Software providers are continuously looking for third party resellers to add value to their products and increase their market share


As a provider of wireless solutions, Bookedbyus has assessed its potential competitors based primarily on their functionality of wireless product, the security and scalability of their architecture, and industry focus.

Due to our strong emphasis in the application software sector we have also compared ourselves to software providers focused solely in the software design sector.


FOCUSED PROVIDERS: These are companies that have built a wireless set of tools that attempt to address the needs of a specific vertical market. Currently most of the competition in this sector derive their revenue from infra-structure and ongoing professional services and build to a specific device type (i.e.Blackberry, Palm, and Pocket/PC).   For these companies to adapt their offering to next generation devices would mean re-architecting the way they conduct business



28






and losing the infra-structure and professional services components of their business. They have, to date, focused on financial institutions or carriers for penetration.  These include Aligo, Infowave, Aether, 724, and iAnywhere. Our difference should come from our ability to support over 1,000 device types allowing us to go after the consumer application also.


Application SPECIFIC PROVIDERS: There are a number of SMS and mobile phone download application providers in today's market, including Cellectivity, Mfuse, and Airborne Entertainment. These companies sell their applications and content and therefore are competing with the existing software providers.

Our difference should be that we never produce content. Whether it is an edrive or idrive solution we provide the frame work application. We focus exclusively on delivering content on behalf of our clients or partners. Therefore we should never compete against the companies that have an established client base in the Internet market.  They become our partners and introduce us to that client base.


SYSTEMS INTEGRATORS: Custom solutions should still consume some of the wireless market share as large organizations continually try to build ground-up solutions for each client, under the assumption that wireless is easy and can be built without the aid of tools and wireless platforms. These companies include IBM, EDS, Accenture, Bearing Point, and BEA Systems. However, these companies may also be potential clients and Value Added Resellers of Bookedbyus suite of products.


With any growing and expanding market, Bookedbyus also expects new competitors to emerge. The wireless market is not expected to be any different, particularly with the prevalence of open standards. Although various competitors have emerged, the mobile application market is still in its infancy. There are no dominant players that address our target market with these types of capabilities.


Description if Property


We do not own any real estate or other properties and have not entered into any long term lease or rental agreements for property.


Legal Proceedings


There are no legal proceedings pending or threatened against us.




29






Financial Statements and Supplementary Data


Bookedbyus Inc.

Financial Statemnets

(Expressed in US dollars)

May 31, 2011


Balance Sheet as of May 31, 2011

F-1

Statement of Operations for the period ended May 31, 2011

F-2

Statement of Cash Flows for the period ended May 31, 2011

F-3

Statement of Changes in Stockholders’ Deficiency for the period ended May 31, 2011

F-4

Notes to the Financial Statements

F-5



Bookedbyus Inc.

Financial Statemnets

(Expressed in US dollars)

August 31, 2010


Report of Independent Registered Public Accounting Firm

F-14

Balance Sheet as of August 31, 2010

F-15

Statement of Operations for the year ended August 31, 2010

F-16

Statement of Cash Flows for the year ended August 31, 2010

F-17

Statement of Changes in Stockholders’ Deficiency for the year ended August 31, 2010

F-18

Notes to the Financial Statements

F-19





30






Bookedbyus Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

 

 

As at

31 May 2011

 

As at

31 August 2010

(Audited)

 

 

$

 

$

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

Cash and cash equivalents

 

10,176

 

1,027

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

Accounts payable and accrued liabilities (Note 4)

 

3,000

 

4,000

Due to related parties (Note 5)

 

9,000

 

45,350

 

 

 

 

 

 

 

12,000

 

49,350

 

 

 

 

 

Stockholders’ deficiency

 

 

 

 

Capital stock (Note 6)

 

 

 

 

Authorized

 

 

 

 

75,000,000 of common shares, par value $0.001

 

 

 

 

Issued and outstanding

 

 

 

 

31 May 2011 – 22,070,000 common shares, par value $0.001

 

 

 

 

31 August 2010 – Nil common shares, par value $0.001

 

22,070

 

-

Additional Paid-in Capital

 

67,280

 

-

Shares to be issued

 

-

 

9,000

Deficit, accumulated during the development stage

 

(91,174)

 

(57,323)


 

 

 

 

 

 

(1,824)

 

(48,323)

 

 

 

 

 

 

 

10,176

 

1,027


Nature and Continuance of Operations (Note 1) and Subsequent Events (Note 9)




F-1






Bookedbyus Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

 

 

 

For the period from the date of inception on 27 December 2007 to 31 May 2011

 

For the three month period ended 31 May 2011

 

For the three month period ended 31 May 2010

 

For the nine month period ended 31 May 2011

 

For the nine month period ended 31 May 2010

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

Bank charges and interest

 

555

 

(1)

 

(100)

 

9

 

53

Consulting (Note 6)

 

6,000

 

6,000

 

-

 

6,000

 

-

Legal and accounting

 

16,968

 

11,000

 

-

 

12,968

 

-

License and dues

 

10,274

 

5,000

 

-

 

5,874

 

1,475

Management fees (Note 5)

 

41,000

 

3,000

 

3,000

 

9,000

 

9,000

Rent (Note 5)

 

16,000

 

-

 

1,500

 

-

 

4,500

Travel

 

377

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

(91,174)

 

(24,999)

 

(4,400)

 

(33,851)

 

(15,028)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

(0.002)

 

N/A

 

(0.007)

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used in per share calculations

 

14,794,176

 

-

 

4,949,522

 

-



F-2






Bookedbyus Inc.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)


 

 

For the period from the date of inception on 27 December 2007 to 31 May 2011

 

For the three month period ended 31 May 2011

 

For the three month period ended 31 May 2010

 

For the nine month period ended 31 May 2011

 

For the nine month period ended 31 May 2010

 

 

$

 

$

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

Cash flows from (used in) operating activities

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

(91,174)

 

(24,999)

 

(4,400)

 

(33,851)

 

(15,028)

Shares issued for services (Note 6)

 

16,000

 

16,000

 

-

 

16,000

 

-

Shares issued for license fees (Note 6)

 

5,000

 

5,000

 

-

 

5,000

 

-

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable and accrued liabilities

 

3,000

 

1,000

 

-

 

(1,000)

 

-

Increase in due to related parties (Note 5 and 8)

 

54,350

 

3,000

 

5,500

 

9,000

 

15,975

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,824)

 

1

 

1,100

 

(4,851)

 

947

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Bank overdraft

 

-

 

-

 

(70)

 

-

 

-

Common shares issued for cash

 

23,000

 

6,000

 

-

 

14,000

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

23,000

 

6,000

 

(70)

 

14,000

 

-

 

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

10,176

 

6,001

 

1,030

 

9,149

 

947

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents,

beginning of period

 

-

 

4,175

 

-

 

1,027

 

83

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents,

end of period

 

10,176

 

10,176

 

1,030

 

10,176

 

1,030


Supplemental Disclosures with Respect to Cash Flows (Note 8)


F-3






Bookedbyus Inc.

(A Development Stage Company)

Statements of Changes in Stockholders’ Deficiency

(Expressed in U.S. Dollars)

(Unaudited)


 

Number of shares issued

Capital Stock

Additional Paid-in Capital

Shares to be issued

Deficit,

accumulated

during the

development

stage

Stockholders’ deficiency

 

 

 

 

$

 

 

 

 

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 27 December 2007 (inception)

 

-

 

-

 

-

 

 

 

-

 

-

Common shares to be issued for cash ($0.001 per share) (Note 6)

 

-

 

-

 

-

 

100

 

-

 

100

Net loss for the period

 

-

 

-

 

-

 

-

 

(14,835)

 

(14,835)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2008

 

-

 

-

 

-

 

100

 

(14,835)

 

(14,735)

Common shares to be issued for cash ($0.001 per share) (Note 6)

 

-

 

-

 

-

 

8,900

 

-

 

8,900

Net loss for the year

 

-

 

-

 

-

 

-

 

(21,457)

 

(21,457)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2009

 

-

 

-

 

-

 

9,000

 

(36,292)

 

(27,292)

Net loss for the year

 

-

 

-

 

-

 

-

 

(21,031)

 

(21,031)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2010

 

-

 

-

 

-

 

9,000

 

(57,323)

 

(48,323)

Common shares issued for cash ($0.001 per share) (Note 6)

 

9,000,000

 

9,000

 

-

 

(9,000)

 

-

 

-

Common shares issued for cash ($0.01 per share) (Note 6)

 

1,400,000

 

1,400

 

12,600

 

-

 

-

 

14,000

Common shares issued for debt ($0.005 per share) (Notes 5 and 6)

 

9,070,000

 

9,070

 

36,280

 

-

 

-

 

45,350

Common shares issued for license fees ($0.005 per share) (Note 6)

 

1,000,000

 

1,000

 

4,000

 

 

 

 

 

5,000

Common shares issued for services ($0.01 per share) (Note 6)

 

1,600,000

 

1,600

 

14,400

 

 

 

 

 

16,000

Net loss for the period

 

-

 

-

 

-

 

-

 

(33,851)

 

(33,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 May 2011

 

22,070,000

 

22,070

 

67,280

 

-

 

(91,174)

 

(1,824)


F-4







Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


1.

Nature and Continuance of Operations


Bookedbyus Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 27 December 2007.  The Company will carry on the business of computer software sales and marketing when all financing is in place.


The Company is a development stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts to securing and establishing a new business and its current planned principle operations have not commenced.  Accordingly, no revenue has been derived during the organization period.


On 9 January 2008, the Company effected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock.  The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001.  At the time of the stock split, the Company had no commons shares issued and outstanding.  All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted (Note 6).


The Company’s financial statements as at 31 May 2011 and for the nine month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $33,851 for the nine month period ended 31 May 2011 (2010 - $15,028) and has a working capital deficit of $1,824 at 31 May 2011 (31 August 2010 - $48,323).


Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2012.  However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


At 31 May 2011, the Company was not engaged in a business and had suffered losses from development stage activities to date.  Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




F-5






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


2.

Significant Accounting Policies


The following is a summary of significant accounting policies used in the preparation of these financial statements.


Basis of presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to development stage enterprises, and are expressed in U.S. dollars.  The Company’s fiscal year end is 31 August.


Cash and cash equivalents


Cash and cash equivalents include highly liquid investments with original maturities of three months or less.


Financial instruments


A fair value hierarchy was established that prioritizes the inputs used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).


The fair values of the financial instruments were determined using the following input levels and valuation techniques:


Level 1:

classification is applied to assets or liabilities that have a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.


Level 2:

classification is applied to assets and liabilities that have evaluated prices where the date inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.


Level 3:

classification is applied to assets and liabilities when prices are not derived from existing market date and require the Company to develop its own assumptions about how market participants would price the assets or liabilities.


As at 31 May 2011, the fair value of cash and cash equivalents, accounts payable and amounts due to related parties approximates carrying value because of their short maturities.  




F-6






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


Credit Risk


Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.


Currency Risk


The Company’s assets and liabilities are in U.S. dollar, which is the Company’s functional and presentation currency.  The Company has no transactions in currencies other than U.S. dollar.  As a result, foreign currency risk is insignificant.


Interest Rate Risk


The Company has cash balances and no interest-bearing debt.  It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments. 


Liquidity Risk


Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities.  The Company is reliant upon equity issuances as its sole source of cash.  The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future.


Income taxes


Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits 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 bases, and for tax loss and credit carry-forwards.  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.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.




F-7






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


Basic and diluted net loss per share


The Company computes net loss per share in accordance with ASC 260 “Earnings per Share”.  ASC 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 loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive 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 potentially dilutive shares if their effect is anti-dilutive.


Comprehensive loss


ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at 31 May 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


Start-up expenses


The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred.  Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 27 December 2007 to 31 May 2011.


Foreign currency translation


The Company’s functional and reporting currency is in U.S. dollars.  The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.


Use of estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.


F-8






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


Stock-based compensation


The Company adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.  Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.


Recent accounting pronouncements


In April 2010, the FASB issued Accounting Standard Update (“ASU”) No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades—a consensus of the FASB Emerging Issues Task Force”, which addresses the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades.  FASB ASC 718 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability.  The adoption of ASU No. 2010-13 is not expected to have a material impact on the Company’s financial statements.


3.

License


On 1 January 2011, the Company entered into an agreement (the “License Agreement”) with Digital Programa Inc.  


The basic terms of the License Agreement are as follows:


i.

Digital Programa Inc. has granted exclusive license to the Company to market and sell certain software systems, as defined in the License Agreement, which consists of eDrive and iDrive (the “System”), exclusively in Canada and the United States;


ii.

The Company issued 1,000,000 common shares of the Company, valued at $0.005 per share, to Digitial Programa Inc. for initial, non-recurring, non-refundable license fee (Notes 6 and 8);


iii.

The Company is required to pay Digial Programa Inc. a 5% royalty on gross revenues for each month from the sales of the System software; and




F-9






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


iv.

The License Agreement shall remain in effect for a period of 10 years, commencing on 1 January 2011, and the Company has the option to renew the License Agreement for an additional 10 year term provided that the Company pay then current renewal fee, which shall be no greater than 10% of the then current license fee charged by Digital Programa Inc. for new licensees.


4.

Accounts Payable and Accrued Liabilities


Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.


5.

Due to Related Parties Related Party Transactions


As at 31 May 2011, the amounts due to related parties consist of $Nil (31 August 2010 - $21,775) payable to a former officer and director of the Company.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment.  On 31 March 2011, the Company settled the balance due in the amount of $21,775 by issuing 4,355,000 common shares of the Company valued at $0.005 per common share to this former officer and director of the Company (Note 6).


As at 31 May 2011, the amounts due to related parties consist of $9,000 (31 August 2010 - $14,475) payable to a director of the Company.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment.  On 31 March 2011, the Company settled the balance due in the amount of $14,475 by issuing 2,895,000 common shares of the Company valued at $0.005 per common share to this director of the Company (Note 6).


As at 31 May 2011, the amounts due to related parties consist of $Nil (31 August 2010 - $9,100) payable to a company with an officer in common.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment.  On 31 March 2011, the Company settled the balance due in the amount of $9,100 by issuing 1,820,000 common shares of the Company valued at $0.005 per common share to this company with an officer in common (Note 6).


During the nine month period ended 31 May 2011, the Company paid/accrued management fees in the amount of $9,000 (2010 - $9,000, cumulative - $41,000) to a director and officer of the Company.


During the nine month period ended 31 May 2011, the Company paid/accrued rent expense in the amount of $Nil (2010 - $4,500, cumulative - $16,000) to a company with an officer in common.


6.

Capital Stock


The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.




F-10






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


On 9 January 2008, the Company effected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock.  The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001.  At the time of the stock split, the Company had no commons shares issued and outstanding.  All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted (Note 1).


Issued and outstanding


The total issued and outstanding capital stock is 22,070,000 common shares with a par value of $0.001 per common share as at 31 May 2011.


During the nine month period ended 31 May 2011, the Company issued 9,000,000 common shares, valued at $0.001 per common share, related to cash proceeds of $9,000 received in prior years.


During the nine month period ended 31 May 2011, the Company issued 1,400,000 common shares, valued at $0.01 per common share, for cash proceeds of $14,000.


During the nine month period ended 31 May 2011, the Company issued 9,070,000 common shares, valued at $0.005 per common share, for settlement of debts in the amount of $45,350 (Notes 5 and 8).


During the nine month period ended 31 May 2011, the Company issued 1,000,000 common shares, valued at $0.01 per common share, for legal services in the amount of $10,000.


During the nine month period ended 31 May 2011, the Company issued 600,000 common shares, value at $0.01 per common share, for consulting services in the amount of $6,000.


During the nine month period ended 31 May 2011, the Company issued 1,000,000 common shares, value at $0.005 per common share, for an initial license fees in the amount of $5,000 (Notes 3 and 8).


7.

Income Taxes


The Company has losses carried forward for income tax purposes to 31 May 2011.  There are no current or deferred tax expenses for the nine month period ended 31 May 2011 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.




F-11






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


The provision for refundable federal income tax consists of the following:


 

 

For the nine month period ended 31 May 2011

 

For the nine month period ended 31 May 2010

 

 

$

 

$

 

 

 

 

 

Deferred tax asset attributable to:

 

 

 

 

Current operations

 

11,509

 

5,110

Less: Change in valuation allowance

 

(11,509)

 

(5,110)

 

 

 

 

 

Net refundable amount

 

-

 

-


The Company’s deferred tax assets as at 31 May 2011 and 31 August 2010 are as follows:


 

 

As at 31 May 2011

 

As at 31 August 2010 (Audited)

 

 

$

 

$

 

 

 

 

 

Net income tax operating loss carryforward

 

91,174

 

57,323

 

 

 

 

 

Statutory federal income tax rate

 

34%

 

34%

Effective income tax rate

 

0%

 

0%

 

 

 

 

 

Deferred tax asset

 

30,999

 

19,490

Less: Valuation allowance

 

(30,999)

 

(19,490)

 

 

 

 

 

Net deferred tax asset

 

-

 

-


The potential income tax benefit of these losses has been offset by a full valuation allowance.


As at 31 May 2011, the Company has an unused net operating loss carry-forward balance of approximately $91,174 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires in 2030.




F-12






Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 May 2011


8.

Supplemental Disclosures with Respect to Cash Flows


 

 

For the period from the date of inception on 27 December 2007 to 31 May 2011

 

For the nine month period ended 31 May 2011

 

For the nine month period ended 31 May 2010

 

 

$

 

$

 

$

 

 

 

 

 

 

 

Cash paid during the year for interest

 

-

 

-

 

-

Cash paid during the year for income taxes

 

-

 

-

 

-


During the nine month period ended 31 May 2011, the Company issued 9,070,000 common shares valued at $0.005 per share for settlement of debts in the amount of $45,350 (Notes 5 and 6).


During the nine month period ended 31 May 2011, the Company issued 1,000,000 common shares valued at $0.005 per share for initial license fee in the amount of $5,000 (Notes 3 and 6).


9.

Subsequent Events


There are no subsequent events for the period from the nine month period ended 31 May 2011 to the date the financial statements were available to be issued on 17 August 2011.




F-13





James Stafford

 

 

 

James Stafford, Inc.

Chartered Accountants

Suite 350 – 1111 Melville Street

Vancouver, British Columbia

CanadaV6E 3V6

Telephone +1 604 669 0711

Facsimile +1 604 669 0754

www.jamesstafford.ca

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders of

Bookedbyus Inc.

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Bookedbyus Inc. (A Development Stage Company) (the “Company”) asof 31 August 2010 and 2009 and the related statements of operations, cash flows and changes in stockholders’ deficiency for the years then ended and for the period from the date of inception on 27 December 2007 to 31 August 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  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, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 August 2010 and 2009 and the results of its operations and its cash flows for the years then ended and for the period from the date of inception on 27 December 2007 to 31 August 2010in 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 1 to the consolidated financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Signature

Chartered Accountants

 

Vancouver, Canada                                                                                                                                        

17 August 2011

 




F-14





Bookedbyus Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

As at 31 August


 

 

2010

 

2009

 

 

$

 

$

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

Cash and cash equivalents

 

1,027

 

83

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

Accounts payable and accrued liabilities (Note 3)

 

4,000

 

2,500

Due to related parties (Note 4)

 

45,350

 

24,875

 

 

 

 

 

 

 

49,350

 

27,375

 

 

 

 

 

Stockholders’ deficiency

 

 

 

 

Capital stock (Note 5)

 

 

 

 

Authorized

 

 

 

 

75,000,000 of common shares, par value $0.001

 

 

 

 

Issued and outstanding

 

 

 

 

2010 – Nil common shares, par value $0.001

 

 

 

 

2009 – Nil common shares, par value $0.001

 

-

 

-

Shares to be issued

 

9,000

 

9,000

Deficit, accumulated during the development stage

 

(57,323)

 

(36,292)


 

 

 

 

 

 

(48,323)

 

(27,292)

 

 

 

 

 

 

 

1,027

 

83


Nature and Continuance of Operations (Note 1) and Subsequent Events (Note 8)




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


F-15





Bookedbyus Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)


 

 

For the period from the date of inception on 27 December 2007 to 31 August 2010

 

For the year ended 31 August 2010

 

For the year ended 31 August 2009

 

For the period from the date of inception on 27 December 2007 to 31 August 2008

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Bank charges and interest

 

546

 

56

 

330

 

160

Legal and accounting

 

4,000

 

1,500

 

1,500

 

1,000

License and dues

 

4,400

 

1,475

 

1,250

 

1,675

Management fees (Note 4)

 

32,000

 

12,000

 

12,000

 

8,000

Rent (Note 4)

 

16,000

 

6,000

 

6,000

 

4,000

Travel

 

377

 

-

 

377

 

-

 

 

 

 

 

 

 

 

 

Net loss for the period

 

(57,323)

 

(21,031)

 

(21,457)

 

(14,835)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used in per share calculations

 

-

 

-

 

-



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


F-16





Bookedbyus Inc.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)


 

 

For the period from the date of inception on 27 December 2007 to 31 August 2010

 

For the year ended 31 August 2010

 

For the year ended 31 August 2009

 

For the period from the date of inception on 27 December 2007 to 31 August 2008

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Cash flows from (used in) operating activities

 

 

 

 

 

 

 

 

Net loss for the period

 

(57,323)

 

(21,031)

 

(21,457)

 

(14,835)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Increase in accounts payable and accrued liabilities

 

4,000

 

1,500

 

1,500

 

1,000

Increase in due to related parties (Note 4)

 

45,350

 

20,475

 

11,200

 

13,675

 

 

 

 

 

 

 

 

 

 

 

(7,973)

 

944

 

(8,757)

 

(160)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Bank overdraft

 

-

 

-

 

(60)

 

60

Share subscriptions received

 

9,000

 

-

 

8,900

 

100

 

 

 

 

 

 

 

 

 

 

 

9,000

 

-

 

8,840

 

160

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

1,027

 

944

 

83

 

-

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

-

 

83

 

-

 

-

 

 

 

 

 

 

 

 

 

Cash and cash, end of period

 

1,027

 

1,027

 

83

 

-


Supplemental Disclosures with Respect to Cash Flows (Note 7)


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


F-17





Bookedbyus Inc.

(A Development Stage Company)

Statements of Changes in Stockholders’ Deficiency

(Expressed in U.S. Dollars)


 

Number of shares issued

Capital Stock

Shares to be issued

Deficit,

accumulated

during the

development

stage

Stockholders’ deficiency

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Balance at 27 December 2007 (inception)

 

 

 

 

 

 

 

 

 

 

Shares to be issued (Note 5)

 

-

 

-

 

100

 

-

 

100

Net loss for the period

 

-

 

-

 

-

 

(14,835)

 

(14,835)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2008

 

-

 

-

 

100

 

(14,835)

 

(14,735)

Shares to be issued (Note 5)

 

-

 

-

 

8,900

 

-

 

8,900

Net loss for the year

 

-

 

-

 

-

 

(21,457)

 

(21,457)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2009

 

-

 

-

 

9,000

 

(36,292)

 

(27,292)

Net loss for the year

 

-

 

-

 

-

 

(21,031)

 

(21,031)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 August 2010

 

-

 

-

 

9,000

 

(57,323)

 

(48,323)


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


F-18





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


1.

Nature and Continuance of Operations


Bookedbyus Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 27 December 2007.  The Company will carry on the business of computer software sales and marketing when all financing is in place.


The Company is a development stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts to securing and establishing a new business and its current planned principle operations have not commenced.  Accordingly, no revenue has been derived during the organization period.


On 9 January 2008, the Company effected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock.  The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001.  At the time of the stock split, the Company had no commons shares issued and outstanding.  All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted (Note 5).


The Company’s financial statements as at 31 August 2010 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $21,031 for the year ended 31 August 2010 (2009 - $21,457, for the period from the date of inception on 27 December 2007 to 31 August 2008 - $14,835) and has a working capital deficit of $48,323 at 31 August 2010 (2009 - $27,292).


Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2011.  However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


At 31 August 2010, the Company was not engaged in a business and had suffered losses from development stage activities to date.  Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




F-19





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


2.

Significant Accounting Policies


The following is a summary of significant accounting policies used in the preparation of these financial statements.


Basis of presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to development stage enterprises, and are expressed in U.S. dollars.  The Company’s fiscal year end is 31 August.


Cash and cash equivalents


Cash and cash equivalents include highly liquid investments with original maturities of three months or less.


Financial instruments


A fair value hierarchy was established that prioritizes the inputs used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).


The fair values of the financial instruments were determined using the following input levels and valuation techniques:


Level 1:

classification is applied to assets or liabilities that have a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.


Level 2:

classification is applied to assets and liabilities that have evaluated prices where the date inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.


Level 3:

classification is applied to assets and liabilities when prices are not derived from existing market date and require the Company to develop its own assumptions about how market participants would price the assets or liabilities.


As at 31 August 2010, the fair value of cash and cash equivalents, accounts payable and amounts due to related parties approximates carrying value because of their short maturities.  



F-20





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


Credit Risk


Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.


Currency Risk


The Company’s assets and liabilities are in U.S. dollar, which is the Company’s functional and presentation currency.  The Company has no transactions in currencies other than U.S. dollar.  As a result, foreign currency risk is insignificant.


Interest Rate Risk


The Company has cash balances and no interest-bearing debt.  It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments. 


Liquidity Risk


Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities.  The Company is reliant upon equity issuances as its sole source of cash.  The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future.


Income taxes


Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits 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 bases, and for tax loss and credit carry-forwards.  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.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.




F-21





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


Basic and diluted net loss per share


The Company computes net loss per share in accordance with ASC 260 “Earnings per Share”.  ASC 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 loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive 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 potentially dilutive shares if their effect is anti-dilutive.


Comprehensive loss


ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at 31 August 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


Start-up expenses


The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred.  Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 27 December 2007 to 31 August 2010.


Foreign currency translation


The Company’s functional and reporting currency is in U.S. dollars.  The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.


Use of estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from these estimates.




F-22





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


Stock-based compensation


The Company adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.  Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.


Recent accounting pronouncements


In June 2011, the FASB issued Accounting Standard Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income”, which presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.  The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of ASU No. 2011-05 will have a material impact on the Company’s financial statements.


In April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades—a consensus of the FASB Emerging Issues Task Force”, which addresses the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades.  FASB ASC 718 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability.  The adoption of ASU No. 2010-13 is not expected to have a material impact on the Company’s financial statements.


In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for Securities and Exchange Commission filers to disclose the date through which an entity has evaluated subsequent events.  ASU No. 2010-09 is effective for its fiscal quarter beginning after 15 December 2010.  The adoption of ASU No. 2010-09 is not expected to have a material impact on the Company’s financial statements.




F-23





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurement and Disclosures (Topic 820): Improving Disclosure and Fair Value Measurements”, which requires that purchases, sales, issuances, and settlements for Level 3 measurements be disclosed.  ASU No. 2010-06 is effective for its fiscal quarter beginning after 15 December 2010.  The adoption of ASU No. 2010-06 is not expected to have a material impact on the Company’s financial statements.


3.

Accounts Payable and Accrued Liabilities


Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.


4.

Due to Related Parties and Related Party Transactions


As at 31 August 2010, the amounts due to related parties consist of $21,775 (2009 - $21,775) payable to a former officer and director of the Company.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment (Note 8).


As at 31 August 2010, the amounts due to related parties consist of $14,475 (2009 - $Nil) payable to a director of the Company.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment (Note 8).


As at 31 August 2010, the amounts due to related parties consist of $9,100 (2009 - $3,100) payable to a company with an officer in common.  This balance is non-interest bearing, unsecured and has no fixed terms of repayment (Note 8).


During the year ended 31 August 2010, the Company paid/accrued management fees in the amount of $12,000 (2009 - $12,000, for the period from the date of inception on 27 December 2007 to 31 August 2008 - $8,000, cumulative - $32,000) to a director and officer of the Company.


During the year ended 31 August 2010, the Company paid/accrued rent expense in the amount of $6,000 (2009 - $6,000, for the period from the date of inception on 27 December 2007 to 31 August 2008 - $4,000, cumulative - $16,000) to a company with an officer in common.


5.

Capital Stock


The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.


On 9 January 2008, the Company effected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock.  The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001.  At the time of the stock split, the Company had no commons shares issued and outstanding.  All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted (Note 1).




F-24





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


Issued and outstanding


The Company had no common share issued and outstanding as at 31 August 2010 and 2009.


Shares to be issued


On 8 January 2008, the Company received $100 related to the purchase of 100,000 common shares of the Company valued at $0.001 per share.  The Company has not issued the corresponding 100,000 common shares as at 31 August 2010 (Note 8).  


On 4 September 2008, the Company received $8,900 related to the purchase of 8,900,000 common shares of the Company valued at $0.001 per share.  The Company has not issued the corresponding 8,900,000 common shares as at 31 August 2010 (Note 8).


6.

Income Taxes


The Company has losses carried forward for income tax purposes to 31 August 2010.  There are no current or deferred tax expenses for the year ended 31 August 2010 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.


The provision for refundable federal income tax consists of the following:


 

 

For the year ended 31 August 2010

 

For the year ended 31 August 2009

 

For the period from the date of inception on 27 December 2007 to 31 August 2008

 

 

$

 

$

 

$

 

 

 

 

 

 

 

Deferred tax asset attributable to:

 

 

 

 

 

 

Current operations

 

7,151

 

7,295

 

5,044

Less: Change in valuation allowance

 

(7,151)

 

(7,295)

 

(5,044)

 

 

 

 

 

 

 

Net refundable amount

 

-

 

-

 

-





F-25





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


The Company’s deferred tax assets as at 31 August 2010 and 2009 are as follows:


 

 

2010

 

2009

 

 

$

 

$

 

 

 

 

 

Net income tax operating loss carryforward

 

57,323

 

36,292

 

 

 

 

 

Statutory federal income tax rate

 

34%

 

34%

Effective income tax rate

 

0%

 

0%

 

 

 

 

 

Deferred tax asset

 

19,490

 

12,339

Less: Valuation allowance

 

(19,490)

 

(12,339)

 

 

 

 

 

Net deferred tax asset

 

-

 

-


The potential income tax benefit of these losses has been offset by a full valuation allowance.


As at 31 August 2010, the Company has an unused net operating loss carry-forward balance of approximately $57,323 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires in 2030.


7.

Supplemental Disclosures with Respect to Cash Flows


 

 

For the period from the date of inception on 27 December 2007 to 31 August 2010

 

For the year ended 31 August 2010

 

For the year ended

31 August 2009

 

For the period from the date of inception on 27 December 2007 to 31 August 2008

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Cash paid during the year for interest

 

-

 

-

 

-

 

-

Cash paid during the year for income taxes

 

-

 

-

 

-

 

-




F-26





Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

31 August 2010


8.

Subsequent Events


The following events occurred during the period from the year ended 31 August 2009 to the date the financial statements were available to be issued on 17 August 2011:


i.

On 1 January 2011, the Company entered into an agreement (the “License Agreement”) with Digitial Programa Inc.  Pursuant to the License Agreement, the Company has the exclusive right to sell and market the eDrive and iDrive software systems (the “System”).  The License Agreement shall remain in effect for a period of 10 years.  In consideration, the Company shall pay to Digital Programa Inc. an initial, non-recurring, non-refundable license fee of $5,000 upon the execution of the License Agreement, payable by the Company with 1,000,000 common shares valued at $0.005 per common share.


ii.

On 31 March 2011, the Company issued 4,355,000 common shares of the Company, valued at $0.005 per common share, to a former officer and director of the Company to settle unpaid management fees in the amount of $21,775 (Note 4).  


iii.

On 31 March 2011, the Company issued 2,895,000 common shares of the Company, valued at $0.005 per common share, to a director of the Company to settle unpaid management fees in the amount of $14,475 (Note 4).  


iv.

On 31 March 2011, the Company issued 1,820,000 common shares of the Company, valued at $0.005 per common share, to a company with an officer in common to settle unpaid rent expenses in the amount of $9,100 (Note 4).  


v.

On 31 March 2011, the Company issued 600,000 common shares of the Company, valued at $0.01 per common share, to an unrelated third party for consulting services.


vi.

On 31 March 2011, the Company issued 1,000,000 common shares of the Company, valued at $0.01 per common share, to an unrelated third party for legal services.


vii.

On 31 March 2011, the Company issued 1,000,000 common shares of the Company, valued at $0.005 per common share, to an unrelated third party for initial license fees pursuant to the License Agreement.


viii.

On 31 March 2011, the Company issued 1,400,000 common shares, valued at $0.01 per common share, for total cash proceeds of $14,000.


ix.

On 31 March 2011, the Company issued 9,000,000 common shares, valued at $0.01 per common share, related to share subscriptions received on 8 January 2008 and 4 September 2008 (Note 5).



F-27





Management’s Discussion and Analysis


This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.


Capital Resources and Liquidity


Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our  Officer and Director, our only source for cash at this time is investments by others in this offering.


As of May 31, 2011, we had $10,176 in cash. As of the date of this registration statement, the current funds available to the Company will not be sufficient to fund the expenses related to this offering, continue maintaining a reporting status. The Company’s sole officer and director, Mr. Person has indicated that he may be willing to provide a maximum of $20,000, required to fund the offering expenses and maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.


In the event that 100% of the shares are sold, for the next twelve months the Company believes it have sufficient funds to fully launch its planned business activities. We expect that revenue will be generated within 360 days following the closing of this offering. Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our Plan of Operations. With the exception of cash advances from our Officers and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.  


We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.


Results of Operations


For the period from inception through May 31, 2011, we had no revenue. Expenses for the period totaled $91,174 resulting in a Net loss of $91,174.


Off-balance sheet arrangements


Other than the funds from Mr. Person described above, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.



31






Plan of Operations


Over the 12 month period starting upon the effective date of our registration statement, our company must raise capital to introduce its planned products and start its sales. We have raised capital by investors investing in our startup company. We have two planned phases to our operations over the next twelve months.


Over the next twelve months, we will introduce two initial products: 1) eDrive, a web and email based rich media application that allows clients to push rich media marketing material to its customers with a fully integrated back end including business analytics and 2) iDrive, a software development tool that builds iPhone, iPad and smart phone applications designed to access and view rich media managed by eDrive. These applications, once developed, can easily be branded by the client using the client’s logo and color scheme.



The first phase of our planned operations over this period would be to develop and beta test our eDrive software solution. Upon completion of our Beta testing we intend to enter into a licensing agreement with a major film studio and a financial institution.  Simultaneously we will develop our product website that will include a training component for clients.


The Company will retain consultants to develop its brand including packaging for its products, website and outsource programming for development of its eDrive software for its planned initial products.  We have budgeted $170,000 to develop eDrive software. The Company feels that within 150 days of the date of this offering it plans to launch its product package design, initial website development, logo development, beta testing of the eDrive product and enter into a licensing agreement with a major studio and a financial institute.


The Company has budgeted 149,550 for Sales and Marketing expense which includes $10,000 for logo development,, $30,000 for brochure and print publication, $35,050 for advertising and $54,000 for sales commissions. In addition, the Company has budgeted website development cost of $20,000, website hosting cost of $500. The Company anticipates that within 150 days of this offering the Company’s BETA Web site and initial product offering will be launched and the Company will begin advertising. We do not anticipate further expenses for website development.


The company intends to primarily target four markets:  Entertainment/Gamming; Financial Services; and large Enterprises who are currently using the web to market their business (i.e. Insurance, Real Estate, and Personal products).  


During the second phase of planned operations, we intend to introduce iDrive a white label smart phone application. We have budgeted $293,750 for software development and programming of iDrive. In addition, the Company plans to provide customer driven feature enhancements to its software at a planned expense of $171,250.  The Company plans to implement the second stage of its marketing strategy through additional online advertising with an estimated cost of an additional $20,000 (total online advertising costs for the first phase and the second phase is estimated to cost $35,050). BBU will target Value Added Resellers that have relationships in the target end user companies.. By affiliating with these companies through a VAR (Value Added Reseller) model, Bookedbyus intends to extend their finance solutions and marketing to the wireless users through Smartphone applications and push technology. In essence we should leverage the existing supplier-customer relationships within the industry in a non-threatening way. We should complete this second phase at approximately 300 days following the date of this offering and we do not anticipate further expenses for website development.


We expect that revenue will be generated within 360 days following the closing of this offering.


In the event the Company sells 25% of the shares offered, the Company will introduce two of its planned products, 1) eDrive combining off the shelf programs with minimal programming and 2) iDrive, a scaled back version with only a portion of the tools available, thereby reducing planned software development expenses to $83,000 and $62,550



32






respectively. The Company will minimize its planned Sales and Marketing expenses to $5,000 for website development, $10,000 for logo development, $5,000 for brochure design and print publication, $12,000 for online advertising and $12,000 for sales commissions.  In addition,  the Company will scale back its planned general business development expense to $45,500,


In the event the Company sells 50% of the shares offered, the Company will introduce two of its planned products, 1) eDrive further developed towards final specifications and 2) iDrive, a scaled back version with a portion of the tools available, thereby reducing planned software development expenses to $100,000 and $170,500 respectively. We plan to provide customer suggested enhancement features to our software at a budgeted expense of $8,550. The Company will minimize its planned Sales and Marketing expenses to $16,000 for website development, $10,000 for logo development, $15,500 for brochure design and print publication, $25,000 for online advertising and $34,000 for sales commissions.  In addition,  the Company will scale back its planned general business development expense to $105,500,


In the event the Company sells 75% of the shares offered, the Company will introduce its both of its planned products, 1) eDrive developed to its final specifications and 2) iDrive, an enhanced version with the majority of the tools available, thereby reducing planned software development expenses to $140,000 and $266,300 respectively. We plan to provide customer suggested enhancement features to our software at a budgeted expense of $65,000. The Company will minimize its planned Sales and Marketing expenses to $16,000 for website development, $10,000 for logo development, $22,250 for brochure design and print publication, $25,000 for online advertising and $35,000 for sales commissions.  In addition,  the Company will scale back its planned general business development expense to $155,500, .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

Directors and Executive Officers


Identification of directors and executive officers


Our sole director serves until his successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating or compensation committees. The company’s current Audit Committee consists of our officers and sole director.


The name, address, age and position of our present sole officer and director is set forth below:


Name

Age

 

Position(s)


Fred Person1


56

 


President, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.

Susan Fox2

52

 

Secretary


1 The person named above has held his office since October 22nd, 2009 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

2 The person named above has held her office since October 22nd, 2009 and is expected to hold her offices/positions at least until the next annual meeting of our stockholders.


 




33





Fred Person

From April 2004 to January 2009 Mr. Person was employed by Wyndham Worldwide Inc. as a Sales Manager for the timeshare division of   Wyndham Worldwide Inc. of California.. From January 2009 to date Mr. Person is self employed as and Independent Sales Contractor in the travel industry.


Susan Fox


Ms. Fox was formerly the vice president of sales and marketing for Keystone Entertainment and First Pacific Pictures.  Ms. Fox is currently president of Casting Workbook Inc. in Los Angeles, California and Casting Workbook Services Inc., Vancouver, British Columbia. From 2004 to date Ms. Fox has served as President of Casting Workbook Inc. and Casting Workbook Services Inc.  In addition, Ms. Fox has been an independent contractor to the entertainment industry and worked as a professional actor, dancer, singer, and model.


Our sole director and officers do not hold positions on the board of directors of any other U.S. reporting companies and has no affiliation with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.


The Company believes that Mr. Person’s and Ms. Fox’s business experience and their entrepreneurial success, make them well suited to serve as our officers and director.

Executive Compensation


The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer and director for all services rendered in all capacities to us for the period from inception through August 31, 2010.


 

SUMMARY COMPENSATION TABLE

Name

and

principal

position

  Year

Salary

($)       

Bonus

($)


Stock Awards ($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)


Fred Person President

2008

8,000

0


0

0

0

0

0

8,000

 

2009

12,000

0

0

0

0

0

0

12,000

 

2010

12,000

0

0

0

0

0

0

12,000

Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of August 31, 2010.



34




OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

 

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

 

Option

Exercise

Price

($)

 

Option

Expiration

Date

 

Number

of

Shares

or Units

of

Stock That

Have

Not

Vested

(#)

 

Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

Fred Person

-

-

-

-

-

-

-

-

-

Susan Fox

-

-

-

-

-

-

-

-

-

 

There were no grants of stock options since inception to the date of this Prospectus.


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. Bookedbyus may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.


Stock Awards Plan


The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.


Director Compensation


The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (December 27, 2007) through August 31, 2010.


DIRECTOR COMPENSATION

Name

Fees Earned or

Paid in

Cash

($)

 

 

Stock Awards

($)

 

 

Option Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

 

All

Other

Compensation

($)

 

 

 

Total

($)

Fred Person

0

0

0

0

0

0

0




35






Security Ownership of Certain Beneficial Owners and Management


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares. The percent of class is based on 22,070,000 shares of common stock issued and outstanding as of May 31, 2011.


Title of Class

Name and Address

Beneficial Owner [1]

Amount and Nature of Beneficial Owner

Percent of Class

 

 

 

 

Common Stock

Fred Person

11,795,000

53.4

Common Stock

Susan Fox

[2]

4,455,000

20.1

Common Stock

CWB Inc. [3]

1,820,000

8.2

Common Stock

All Officers and Directors as a Group (2 persons)

18,070,000

81.9


[1]

The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Person and Ms. Fox are the only “promoter” of our company.

[2]

Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days

[3]

Susan Fox is the sole shareholder of CWB Inc.


 




36






 

Certain Relationships and Related Transactions

 

Fred Person and Susan Fox will not be paid for any underwriting services that they perform on the Company’s behalf with respect to this offering.


Item 12.

Available Information


The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Bookedbyus is an electronic filer and the SEC maintains an Internet site that contains registration statements, reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and the address of this SEC site (http://www.sec.gov).

Item 12A.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities.


Our director and officers are indemnified as provided by the Nevada Statutes. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, 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 of 1933 and is, therefore, unenforceable.

 

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.


Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the company, are as follows:


Legal and Accounting

$

11,100

SEC Filing Fee

$

   150

Printing

$

   200

Transfer Agent

$

3,000

TOTAL

$

14,450


Item 14.

Indemnification of Directors and Officers.


We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. Our director and officers are indemnified as provided by the Nevada Statutes. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.


Item 15.

Recent Sales of Unregistered Securities.

                 



37






During the nine month period ended 31 May 2011, the Company issued 9,000,000 common shares, valued at $0.001 per common share, related to cash proceeds of $9,000 received in prior years.

During the nine month period ended 31 May 2011, the Company issued 1,400,000 common shares, valued at $0.01 per common share, for cash proceeds of $14,000.

During the nine month period ended 31 May 2011, the Company issued 9,070,000 common shares, valued at $0.005 per common share, for settlement of debts in the amount of $45,350.

During the nine month period ended 31 May 2011, the Company issued 1,000,000 common shares, valued at $0.01 per common share, for legal services in the amount of $10,000.

During the nine month period ended 31 May 2011, the Company issued 600,000 common shares, value at $0.01 per common share, for consulting services in the amount of $6,000.

During the nine month period ended 31 May 2011, the Company issued 1,000,000 common shares, value at $0.005 per common share, for license fees in the amount of $5,000.


These offers and sales were made pursuant to the exemption from registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were sold outside of US, to a non-US person, with no directed selling efforts in the US, and where offering restrictions were implemented.

Item 16.

Exhibits.

 

Exhibit No.

Document Description


3(i)

Articles of Incorporation

3(ii)

By-laws

5

Opinion re: legality

10.4

Subscription Agreement

23.1

Consent of Independent Registered Public Accounting Firm

23.2

Consent of Council


Description of Exhibits


Exhibit 3(i) Articles of Incorporation of Bookedbyus Inc., dated December 27, 2007


Exhibit 3(ii) Bylaws of Bookedbyus Inc. approved and adopted on January 16, 2008


Exhibit 5 Opinion of Thomas E. Puzzo, PLLC, 4216 NE 70th Street Seattle, Washington 98115 dated August 24, 2011, regarding the legality of the securities being registered.


Exhibit 10.4 Subscription Agreement


Exhibit 23(i) James Stafford Chartered Accountants, , Suite 350 - 1111 Melville Street, Vancouver British Columbia, V6E 3V6, dated September 1, 2011, regarding the use in this Registration Statement of their report of the auditors and financial statements of Bookedbyus Inc. for the period ending August 31, 2010.




38






Exhibit 23(ii) Consent of council, Thomas E. Puzzo, PLLC, 4216 NE 70th Street Seattle, Washington 98115 (council’s consent is located in the legal opinion filed as Exhibit 5 to this registration statement)

.

Item 17.

Undertakings.


The undersigned Registrant hereby undertakes:


1.

To file, during any period in which it offers or sells securities, a post- effective amendment to this Registration Statement to:

a.

include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;

b.

reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement; and notwithstanding the forgoing, any increase or decrease in volume of  securities  offered (if the total  dollar value of  securities  offered  would not exceed that which was registered) and any deviation from the low or high end of the estimated  maximum  offering  range may be  reflected  in the form of  Prospectus  filed with the commission  pursuant to Rule 424(b) if, in  the aggregate,  the changes in the volume and price represent no more  than a 20% change in the maximum  aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"  table in the  effective  Registration Statement; and

c.

include any additional or changed material information on the plan of distribution.


2.

That, for the purpose of determining  any liability  under the  Securities Act,  each  such  post-effective  amendment  shall be  deemed to be a  new registration statement relating to the securities offered herein, 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  hereby  which  remain  unsold  at  the termination of the offering.


4.

That, for determining  our  liability  under  the  Securities  Act  to any  purchaser in the initial distribution of the securities, we undertake that in  a  primary  offering  of  our securities 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,  we  will be a seller  to  the  purchaser  and  will  be considered to offer or sell such securities to such purchaser:


a.

any preliminary Prospectus or Prospectus that we file relating to the offering required to be filed pursuant  to  Rule 424 (Section 230.424 of this chapter);

b.

any free writing Prospectus relating to the offering prepared by or on our behalf or used or referred to by us;

c.

the portion of any other free writing Prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us;

d.

and any other communication that is an offer in the offering made by us to the purchaser.


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.




39






Insofar as indemnification for liabilities arising under the Securities  Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, 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 controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our Directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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 Los Angeles, State of California

on September 02, 2011.


                                                                                                                                        Bookedbyus Inc.


/s/Fred Person  

Fred Person  

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Bookedbyus Inc.


/s/Fred Person  

Fred Person  

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer



40






[exhibit31001.jpg]


[exhibit31002.jpg]

 





Bylaws of

Bookedbyus Inc.

a Nevada Corporation




ARTICLE I OFFICES


The registered office of the Corporation in the State of Nevada shall be located in the City and State

designated in the Articles of Incorporation. The Corporation may also maintain offices at such other

places within or without the State of Nevada as the Board of Directors may, from time to time, determine.



ARTICLE II - MEETING OF STOCKHOLDERS


Section 1 - Annual Meetings: (Chapter 78.310)


The annual meeting of the Stockholders of the Corporation shall be held at the time fixed, from time

to time, by the Directors.


Section 2 - Special Meetings: (Chapter 78.310)


Special meetings of the Stockholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors and shall be held within or without the State of Nevada.


Section 3 - Place of Meetings: (Chapter 78.310)


Meetings of Stockholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Directors may from time to time fix. If no designation is made, the meeting shall be held at the Corporation's registered office in the state of Nevada.


Section 4 - Notice of Meetings: (Section 78.370)


(a) Written or printed notice of each meeting of Stockholders, whether annual or special, signed by the president, vice president or secretary, stating the time when and place where it is to be held, as well as the purpose or purposes for which the meeting is called, shall be served either personally or by mail, by or at the direction of the president, the secretary, or the officer or the person calling the meeting, not less than ten or more than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each Stockholder of record entitled to vote at such meeting, and to any other Stockholder to whom the giving of notice may be required by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the Stockholder as it appears on the share transfer records of the Corporation or to the current address, which a Stockholder has delivered to the Corporation in a written notice.










Page 1 of 12



 (b) Further notice to a Stockholder is not required when notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him or her during the period between those two consecutive annual meetings; or all, and at least two payments sent by first-class mail of dividends or interest on securities during a 12-month period have been mailed addressed to him or her at his or her address as shown on the records of the Corporation and have been returned undeliverable.


Section 5 - Quorum: (Section 78.320)


(a) Except as otherwise provided herein, or by law, or in the Articles of Incorporation (such Articles and

any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), a

quorum shall be present at all meetings of Stockholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy.


(b) The subsequent withdrawal of any Stockholder from the meeting, after the commencement of a

meeting, or the refusal of any Stockholder represented in person or by proxy to vote, shall have no

effect on the existence of a quorum, after a quorum has been established at such meeting.


(c) Despite the absence of a quorum at any meeting of Stockholders, the Stockholders present may

adjourn the meeting.


Section 6 - Voting and Acting: (Section 78.320 & 78.350)


(a) Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, the affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of Stockholders at which a quorum is present, shall be the act of the Stockholders of the Corporation.


(b) Except as otherwise provided by statute, the Certificate of Incorporation, or these bylaws, at each

meeting of Stockholders, each Stockholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.


(c) Where appropriate communication facilities are reasonably available, any or all Stockholders shall have the right to participate in any Stockholders' meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.


Section 7 - Proxies: (Section 78.355)


Each Stockholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the Stockholder himself, his authorized officer, director, employee or agent or by causing the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature, or by his attorney-in-fact there unto duly authorized in writing. Every proxy shall be revocable at will unless the proxy conspicuously states that it is irrevocable and the proxy is coupled with an interest. A telegram, telex, cablegram, or similar transmission by the Stockholder, or a photographic, photostatic, facsimile, shall be treated as a valid proxy, and







Page 2 of 12



treated as a substitution of the original proxy, so long as such transmission is a complete reproduction executed by the Stockholder. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the Corporation to count the votes of Stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied. No proxy shall be valid after the expiration of six months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. If any Stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if one is present, then that one has and may exercise all of the powers conferred by the Stockholder upon all of the persons so designated unless the Stockholder provides otherwise.


Section 8 - Action Without a Meeting: (Section 78.320)


Unless otherwise provided for in the Articles of Incorporation of the Corporation, any action to be taken at any annual or special Stockholders' meeting, may be taken without a meeting, without prior notice and without a vote if written consents are signed by a majority of the Stockholders of the Corporation, except however if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the Stockholders of the Corporation.




ARTICLE III - BOARD OF DIRECTORS


Section 1 - Number, Term, Election and Qualifications: (Section 78.115, 78.330)


(a)

The first Board of Directors and all subsequent Boards of the Corporation shall consist of not less than 1 nor more than 10, unless and until otherwise determined by vote of a majority of the entire Board of Directors. The Board of Directors or Stockholders all have the power, in the interim between annual and special meetings of the Stockholders, to increase or decrease the number of Directors of the Corporation. A Director need not be a Stockholder of the Corporation unless the Certificate of Incorporation of the Corporation or these Bylaws so require.


(b)

 Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual Stockholders' meeting and at each annual meeting thereafter, unless their terms are staggered in the Articles of Incorporation of the Corporation or these Bylaws, by a plurality of the votes cast at a meeting of Stockholders, by the holders of shares entitled to vote in the election.


(c)

The first Board of Directors shall hold office until the first meeting of Stockholders and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereinafter, Directors will be elected at the annual meeting of Stockholders and shall hold office until the annual meeting of the Stockholders next succeeding his election, unless their terms are staggered in the Articles of Incorporation of the Corporation (so long as at least one - fourth in number of the Directors of the Corporation are elected at each annual Stockholders' meeting) or these Bylaws, or until his prior death, resignation or removal. Any Director may resign at any time upon written or verbal notice of such resignation to the Corporation.





 



Page 3 of 12



(d)  All Directors of the Corporation shall have equal voting power unless the Articles of Incorporation of the Corporation provide that the voting power of individual Directors or classes of Directors are greater than or less than that of any other individual Directors or classes of Directors, and the different voting powers may be stated in the Articles of Incorporation or may be dependent upon any fact or event that may be ascertained outside the Articles of Incorporation if the manner in which the fact or event may operate on those voting power is stated in the Articles of Incorporation. If the Articles of Incorporation provide that any Directors have voting power greater than or less than other Directors of the Corporation, every reference in these Bylaws to a majority or other proportion of Directors shall be deemed to refer to a majority or other proportion of the voting power of all the Directors or classes of Directors, as may be required by the Articles of Incorporation.


Section 2 - Duties and Powers: (Section 78.120)


The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except such as those stated under Nevada state law, are in the Articles of Incorporation or by these Bylaws, expressly conferred upon or reserved to the Stockholders or any other person or persons named therein.


Section 3 - Regular Meetings; Notice: (Section 78.310)


(a)

A regular meeting of the Board of Directors shall be held either within or without the State of Nevada at such time and at such place as the Board shall fix.


(b)

No notice shall be required of any regular meeting of the Board of Directors and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting when such time and place was fixed before such change, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in these Bylaws with respect to special meetings, unless such notice shall be waived in the manner set forth in these Bylaws.


Section 4 - Special Meetings; Notice: (Section 78.310)


(a)

Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or waivers of notice thereof.


(b)

Except as otherwise required statute, written notice of special meetings shall be mailed directly to each Director, addressed to him at his residence or usual place of business, or delivered orally, with sufficient time for the convenient assembly of Directors thereat, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mails, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. A notice, or waiver of notice, except as required by these Bylaws, need not specify the business to be transacted at or the purpose or purposes of the meeting.


 



Page 4 of 12



(c) Notice of any special meeting shall not be required to be given to any Director who shall attend


such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.


Section 5 - Chairperson:


The Chairperson of the Board, if any and if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, or he or she shall be absent, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside.


Section 6 - Quorum and Adjournments: (Section 78.315)


(a)

At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof, shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or these Bylaws.


(b)

A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, whether or not a quorum exists. Notice of such adjourned meeting shall be given to Directors not present at time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors who were present at the adjourned meeting.


Section 7 - Manner of Acting: (Section 78.315)


(a)

At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.


(b)

Except as otherwise provided by law, by the Articles of Incorporation, or these bylaws, action approved by a majority of the votes of the Directors present at any meeting of the Board or any committee thereof, at which a quorum is present shall be the act of the Board of Directors or any committee thereof.


(c)

Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or committee for all purposes.


(d)

Where appropriate communications facilities are reasonably available, any or all directors shall have the right to participate in any Board of Directors meeting, or a committee of the Board of Directors meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.


Section 8 - Vacancies: (Section 78.335)


 



Page 5 of 12



(a)  Unless otherwise provided for by the Articles of Incorporation of the Corporation, any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal or inability to act of any director, or other cause, shall be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum of the Board or by a sole remaining Director, at any regular meeting or special meeting of the Board of Directors called for that purpose except whenever the Stockholders of any class or classes or series thereof are entitled to elect one or more Directors by the Certificate of Incorporation of the Corporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the Directors elected by such class or classes or series there of then in office, or by a sole remaining Director so elected.


(b)

Unless otherwise provided for by law, the Articles of Incorporation or these Bylaws, when one or more Directors shall resign from the board and such resignation is effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote otherwise to take effect when such resignation or resignations shall become effective.



Section 9 - Resignation: (Section 78.335)


A Director may resign at any time by giving written or verbal notice of such resignation to the

Corporation.


Section 10 - Removal: (Section 78.335)


Unless otherwise provided for by the Articles of Incorporation, one or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the Stockholders entitled to vote thereon, at a special meeting of the Stockholders called for that purpose, unless the Articles of Incorporation provide that Directors may only be removed for cause, provided however, such Director shall not be removed if the Corporation states in its Articles of Incorporation that its Directors shall be elected by cumulative voting and there are a sufficient number of shares cast against his or her removal, which if cumulatively voted at an election of Directors would be sufficient to elect him or her. If a Director was elected by a voting group of Stockholders, only the Stockholders of that voting group may participate in the vote to remove that Director.


Section 11 - Compensation: (Section 78.140)


The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Corporation as Directors, including, but not limited to attendance at any annual or special meeting of the Board.


Section 12 - Committees: (Section 78.125)


Unless otherwise provided for by the Articles of Incorporation of the Corporation, the Board of Directors, may from time to time designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board and, unless otherwise stated by law, the Certificate of Incorporation of



Page 6 of 12



the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.





ARTICLE IV OFFICERS


Section 1 - Number, Qualifications, Election and Term of Office: (Section 78.130)


(a)

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary and treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation.


(b)

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of Stockholders.


(a)

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.


Section 2 - Resignation:


Any officer may resign at any time by giving written or verbal notice of such resignation to the Corporation.


Section 3 - Removal:


Any officer elected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.


Section 4 - Vacancies:


(a) A vacancy, however caused, occurring in the Board and any newly created Directorships resulting from an increase in the authorized number of Directors may be filled by the Board of Directors.


Section 5 - Bonds:


The Corporation may require any or all of its officers or Agents to post a bond, or otherwise, to the Corporation for the faithful performance of their positions or duties.


Section 6 - Compensation:


The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.











Page 7 of 12



ARTICLE V - SHARES OF STOCK


Section 1 - Certificate of Stock: (Section 78.235)


(a)

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.


(b)

Certificated shares of the Corporation shall be signed, (either manually or by facsimile), by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by him in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.


(c)

If the Corporation issues uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the Stockholder a written statement certifying the number of shares owned by such Stockholder in the Corporation.


(d)

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.


Section 2 - Lost or Destroyed Certificates: (Section 104.8405)


The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed if the owner:


(a)

so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser,


(b)

files with the Corporation a sufficient indemnity bond; and


(c)

satisfies such other requirements, including evidence of such loss, theft or destruction, as may be imposed by the Corporation.




Page 8 of 12



Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)


(a)

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.


(b)

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


Section 4 - Record Date: (Section 78.215 & 78.350)


(a)

The Board of Directors may fix, in advance, which shall not be more than sixty days before the meeting or action requiring a determination of Stockholders, as the record date for the determination of Stockholders entitled to receive notice of, or to vote at, any meeting of Stockholders, or to consent to any proposal without a meeting, or for the purpose of determining Stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for Stockholders entitled to notice of meeting shall be at the close of business on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, or if notice is waived, at the close of business on the day before the day on which the meeting is held.


(b)

The Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted for Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of Stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action.


(c)

A determination of Stockholders entitled to notice of or to vote at a Stockholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.


Section 5 - Fractions of Shares/Scrip: (Section 78.205)


The Board of Directors may authorize the issuance of certificates or payment of money for fractions of a share, either represented by a certificate or uncertificated, which shall entitle the holder to exercise voting rights, receive dividends and participate in any assets of the Corporation in the event of liquidation, in proportion to the fractional holdings; or it may authorize the payment in case of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the manual or facsimile signature of an officer or agent of the Corporation or its agent for that purpose, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of Stockholder, except as therein provided. The scrip may contain any provisions or conditions that the Corporation deems advisable. If a scrip ceases to be exchangeable for full share certificates, the shares



Page 9 of 12



that would otherwise have been issuable as provided on the scrip are deemed to be treasury shares unless the scrip contains other provisions for their disposition.





ARTICLE VI - DIVIDENDS

(Section 78.215 & 78.288)


(a)

Dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's Stockholders or to the Stockholders of one or more classes or series.

(b)

Shares of one class or series may not be issued as a share dividend to Stockholders of another

class or series unless:

(i) so authorized by the Articles of Incorporation;

(ii) a majority of the Stockholders of the class or series to be issued approve the issue; or (iii)there are

no outstanding shares of the class or series of shares that are authorized to be issued.


ARTICLE VII - FISCAL YEAR


The fiscal year of the Corporation shall be fixed, and shall be subject to change by the Board of

Directors from time to time, subject to applicable law.


ARTICLE VIII - CORPORATE SEAL

(Section 78.065)


The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time,

by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is

not necessary and the lack thereof shall not in any way affect the legality of a corporate document.


ARTICLE IX AMENDMENTS


Section 1 - By Stockholders:


All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made,

by a majority vote of the Stockholders at the time entitled to vote in the election of Directors even

though these Bylaws may also be altered, amended or repealed by the Board of Directors.


Section 2 - By Directors: (Section 78.120)

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time,

Bylaws of the Corporation.


ARTICLE X - WAIVER OF NOTICE:

(Section 78.375)


Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a

written waiver signed by the person or persons entitled to such notice, whether before or after the

meeting by any person, shall constitute a waiver of notice of such meeting.





Page 10 of 12



ARTICLE XI - INTERESTED DIRECTORS:

(Section 78.140)


No contract or transaction shall be void or voidable if such contract or transaction is between the

corporation and one or more of its Directors or Officers, or between the Corporation and any other

corporation, partnership, association, or other organization in which one or more of its Directors or

Officers, are directors or officers, or have a financial interest, when such Director or Officer is present at

or participates in the meeting of the Board, or the committee of the Stockholders which authorizes

the contract or transaction or his, her or their votes are counted for such purpose, if:

(a) the material facts as to his, her or their relationship or interest and as to the contract or

transaction are disclosed or are known to the Board of Directors or the committee and are noted in the

minutes of such meeting, and the Board or committee in good faith authorizes the contract or transaction

by the affirmative votes of a majority of the disinterested Directors, even though the disinterested

Directors be less than a quorum; or

(b) the material facts as to his, her or their relationship or relationships or interest or interests and

as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote

thereon, and the contract or transaction is specifically approved in good faith by vote of the

Stockholders; or

(c) the contract or transaction is fair as to the Corporation as of the time it is authorized,

approved or ratified, by the Board of Directors, a committee of the Stockholders; or

(d) the fact of the common directorship, office or financial interest is not disclosed or known to

the Director or Officer at the time the transaction is brought before the Board of Directors of the

Corporation for such action.

Such interested Directors may be counted when determining the presence of a quorum at the Board of

Directors' or committee meeting authorizing the contract or transaction.


ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS

AND REGISTERED AGENT:

(Section 78.150 & 78.165)


The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the

Secretary of State, and annually thereafter on or before the last day of the month in which the

anniversary date of incorporation occurs each year, file with the Secretary of State a list of its

president, secretary and treasurer and all of its Directors, along with the post office box or street

address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list

shall be certified by an officer of the corporation.






















Page 11 of 12



CERTIFICATE OF OFFICER


This is to Certify that I am a duly elected, qualified and acting officer of:



Bookedbyus Inc.



And that the attached and foregoing Bylaws, constituting a true original copy were duly

accepted as the bylaws of said corporation, by the directors of said corporation on

January 16, 2008.





In witness whereof, I have hereunto set my hand.





Dated: January 16, 2008





[bylaws002.gif]



Page 12 of 12



Exhibit 5.1


Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70th St.

Seattle, Washington 98115

Tel:  (206) 522-2256 / Fax:  (206) 260-0111 / E-mail: tpuzzo@msn.com

 

August 24, 2011


VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549


Re: Bookedbyus Inc., a Nevada corporation;

       Registration Statement on Form S-1, as amended


Ladies and Gentlemen:


We have acted as counsel to Bookedbyus Inc., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1(the “Registration Statement”), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) the registration, offer and sale of 10,000,000 shares of common stock, par value $0.001 per share, of the Company, by the Company (the “Primary Offering”), and (ii) the registration, offer and resale of up to 5,820,000 shares of common stock, par value $0.001 per share, of the Company, by certain selling stockholders of the Company (the “Stockholder Offering”).


We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.


Based on our examination mentioned above, we are of the opinion that (i) the 10,000,000  shares of common stock being offered and sold by the Company pursuant to the Primary Offering are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable, and (ii) the 5,820,000 shares of common stock being sold by certain selling stockholders of the Company in the Stockholder Offering are duly authorized, legally and validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.


Very truly yours,


/s/ Law Offices of Thomas E. Puzzo, PLLC





SUBSCRIPTION AGREEMENT


BOOKEDBYUS INC.

619 S. Ridgeley Drive, Los Angeles, CA  90036


A.    Instructions.


Each person considering subscribing for the Shares should review the following instructions:


Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records.


The Company shall have the right to accept or reject any subscription, in whole or in part.


An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance.


Payment: Payment for the amount of the Shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or such date as the Company shall specify by written notice to subscribers (unless such period is extended in the sole discretion of the President of the Company), of a check or wire transfer of immediately available funds to the Company at the address set forth below or an account specified by the Company. The closing of the transactions contemplated hereby (the "Closing") will be held on 90 days from _________ 2011 or such earlier date specified in such notice (unless the closing date is extended in the sole discretion of the President of the Company by up to an additional 90 days). There is no minimum aggregate amount of Shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings while continuing to offer the Shares that constitute the unsold portion of the Offering.


B.    Communications.


All documents and check should be forwarded to:


BOOKEDBYUS INC.

619 S. Ridgeley Drive, Los Angeles, CA  90036


THE PURCHASE OF SHARES OF BOOKEDBYUS INC. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF BOOKEDBYUS INC.'S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.





                                

SUBSCRIPTION AGREEMENT SIGNATURE PAGE


The undersigned (the "Subscriber") hereby irrevocably subscribes for that number of Shares set forth below, upon and subject to the terms and conditions set forth in the Corporation's Effective Final Prospectus filed on Form S-1 and dated on or around _______ __, 2011.


Total Number of Shares to be Acquired: _____________________________


Amount to be Paid (price of $0.10 per Share): _____________________________


IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement

this ________ of ________________________________, 2011.


NAME: (PRINT) as it should appear on the Certificate: __________________________


ADDRESS:

 _______________________________________________________________________

        

 _______________________________________________________________________


If Joint Ownership, check one (all parties must sign above):

|_| Joint Tenants with Right of Survivorship

|_| Tenants in Common

|_| Community Property


If Fiduciary or a Business or an Organization, check one:

|_| Trust

|_| Estate

|_| Power of Attorney

Name and Type of Business Organization: ________________________________________


IDENTIFICATION AUTHENTICATION REQUIRED:


Below is my (circle one) Social Security # - Passport# - Drivers License# - Tax

ID# - Other ___________________

# ____________________________________________


SIGNATURE: ___________________________________


ACCEPTANCE OF SUBSCRIPTION


The foregoing Subscription is hereby accepted for and on behalf of BOOKEDBYUS INC.

this _______ day of ____________________________, 2010.





By: _________________________________________

      Fred Person, President




James Stafford

 

 

 

James Stafford, Inc.

Chartered Accountants

Suite 350 – 1111 Melville Street

Vancouver, British Columbia

CanadaV6E 3V6

Telephone +1 604 669 0711

Facsimile +1 604 669 0754

www.jamesstafford.ca

 

 



 


Consent of Independent Registered Public Accounting Firm



We consent to the reference to our firm under the heading “Experts” and to the use in this Registration Statement on Form S-1 of our report dated 17 August 2011 related to the financial statements of Bookedbyus Inc., which appears in such Registration Statement.



/s/ James Stafford

Vancouver, Canada

Chartered Accountants


1 September 2011