September 20, 2019

“Emerging Growth Company” Still Working on the “Emerging Growth” Part

Yesterday we discussed Ignite Restaurant Group, an emerging growth company ("EGC") under the JOBS Act, and their battles with financial reporting. Today we were introduced to another EGC, this time the company is WeRvaluecoupons.com who filed its Form S-1 with the SEC earlier this month. WeRvalue isn't quite as far along in the "emerging" process as Ignite but there are still quite a few interesting tidbits in the S-1.

The first thing worth noting is the "agent of service" that is directly below the principal office information:

That domain was probably sold for $1.99.Okay, so maybe How2gopublic.com doesn't bother you that much. You're really interested in the business. Let's take quick look at the overview:

WeRvaluecoupons.com was incorporated in the State of Nevada on May 9, 2012. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing.  We plan on becoming an Internet-based company specializing in showcasing coupons for small businesses. The Company was founded with the idea that in today’s ever-changing economy consumers are more likely to use products when they have a coupon for that product. It is our mission to provide small businesses with a website (weRvaluecoupons.com) wherein they can showcase coupons at a very low quarterly cost, while also providing viewers with a resource to easily save money in their respective geographic areas.

Still not sold? Fine, we'll move on. What about human capital? Well, the company discloses that it doesn't have any full time employees, rather Mr. Mark Kaiser (noted above) is the one running the show as he currently has the title of President, Treasurer, Director, Chief Executive and Chief Accounting Officer: 

Our sole officer and director has only recently become interested in creating an Internet-based company, and does not have any professional training or technical credentials in the development of websites. Therefore, we have retained web site developer Media XXL to build the website that we envision. We do not have any verbal or written agreements regarding the retention of any qualified public relations firms for our marketing and sales program.

Oh. Well, maybe he has some unique experience that will lend itself to this business?

WeRvaluecoupons.com’s operations depend on the efforts of its sole officer and director of the Company.  Mr. Mark Kaiser has no experience related to public company management. 

What about compliance? Well, thanks to the JOBS Act, little of that will be necessary:

AS AN “EMERGING GROWTH COMPANY” UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
 
●    have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
●    comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
●    submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
●    disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
The SEC should have a fair amount of questions after going over the S-1. but that's okay because with some hard work and a little (?) luck, weRvaluecoupons.com will have access to the capital markets soon! 
 
Form S-1 [SEC]

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