MANAGEMENT ANALYSIS AND FUTURE PLANS!!!
OTC Pink Basic Disclosure Guidelines
1) Name of the issuer and its predecessors (if any)
In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes.
Profitable Developments, Inc. (Formerly Stratton Holdings, Inc. to Dec 2012, Formerly KIDSational, Inc. to May 2009)
2) Address of the issuer’s principal executive offices
Company Headquarters
Address 1: The Office, Barton Road Address 2: Warwickshire Address 3: UK Phone: 330 273 6181 Email: info@profitabledevelopments.com Website(s): www.profitabledevelopments.com
IR Contact Address 1: Address 2: Address 3: Phone: Email: Website(s):
3) Security Information
Trading Symbol: PRDL
Exact title and class of securities outstanding: CUSIP: 74317C106
Par or Stated Value: 0.0001
Total shares authorized: 9,000,000,000 as of: 03/31/14 Total shares outstanding: 8,789,672,411 as of: 03/31/14 Restricted: 7,100,057,855 Free Trading: 1,689,614,556
Additional class of securities (if necessary): Trading Symbol: n/a
Exact title and class of securities outstanding: Preference B
CUSIP: n/a
Par or Stated Value: 0.0001
Total shares authorized: 2,000,000 as of: 03/31/14 Total shares outstanding: 2,000,000 as of: 03/31/14
A. Our Preference B Series has a $.0001 par value.
B. Each holder of Common Stock is entitled to one vote for each share held of record on each matter submitted to vote to stockholders, including election of directors. Stockholders do not have any right to cumulate votes on the election of directors. Each holder of Common Stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available. Therefore, in the event of our liquidation, dissolution or winding up, the holders of Common Stock will be entitled to receive, after payment of all of our debts and liabilities, and of all sums to which holders of any outstanding preferred stock, if any, may be entitled, the distribution of any of our remaining assets. Holders of our Common Stock have no conversion, exchange, sinking fund,
redemption or appraisal rights (other than such as may be determined by the Board of Directors in its sole discretion) and have no preemptive rights to subscribe for any of our securities. There are no provisions in our Articles of Incorporation or By-Laws that would delay, defer or prevent a change of control of the Company.
C. Each holder of Preferred Stock is entitled to convert at one share for each share held on record and is entitled to vote at one thousand votes for each share held on record on each matter submitted to vote to stockholders, including election of directors. Preferred Stock is convertible into Common Stock on a 1-for-1 basis. Stockholders do not have any right to cumulate votes on the election of directors. Each holder of Preferred Stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available. Therefore, in the event of our liquidation, dissolution or winding up, the holders of Preferred Stock will be entitled to receive, after payment of all of our debts and liabilities, and of all sums to which holders of any outstanding common stock, if any, may be entitled, the distribution of any of our remaining assets.
Transfer Agent
Name: Transfer Online, Inc.TM Address 1: 512 SE Salmon St. Address 2: Protland Address 3: OR Phone: 1-800-961-1202 Is the Transfer Agent registered under the Exchange Act?* Yes: No:
*To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of security: Depository Chill from DTCC
Describe any trading suspension orders issued by the SEC in the past 12 months. None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
1200:1 stock split, name and symbol change enacted on 12/24/2012
4) Issuance History
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate:
A. The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.); n/a
B. Any jurisdictions where the offering was registered or qualified; n/a
C. The number of shares offered; n/a
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013)
D. The number of shares sold; n/a
E. The price at which the shares were offered, and the amount actually paid to the issuer; n/a
F. The trading status of the shares; and n/a
G. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act.
n/a
5) Financial Statements
Provide the financial statements described below for the most recent fiscal year end or quarter end to maintain qualification for the OTC Pink Current Information tier. For the initial disclosure statement (qualifying for Current Information for the first time) please provide reports for the two previous fiscal years and any interim periods.
A. Balance sheet;
B. Statement of income;
C. Statement of cash flows;
D. Financial notes; and
E. Audit letter, if audited
The financial statements requested pursuant to this item shall be prepared in accordance with US GAAP by persons with sufficient financial skills.
You may either (i) attach/append the financial statements to this disclosure statement or (ii) post such financial statements through the OTC Disclosure & News Service as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).
If you choose to publish the financial reports separately as described in part (ii) above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to otciq.com in the field below.
Information contained in a Financial Report is considered current until the due date for the subsequent Financial Report. To remain in the OTC Pink Current Information tier, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of its fiscal quarter-end date.
6) Describe the Issuer’s Business, Products and Services
Describe the issuer’s business so a potential investor can clearly understand the company. In answering this item, please include the following:
A. a description of the issuer’s business operations;
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 5 of 9
The Company has been actively seeking to invest in key sections of the Property market such as: Atlanta, Orlando, Cape Coral as well as other, outside US markets. To date, the opportunity has not been presented that showed sufficient growth to make a significant investment. However, the Company has been reducing its aged debt to allow it more scope for capital raises, allowing a greater investment in Property.
Additionally, the Company has been in early day negotiations in the creation of an ‘online portal’ where investment can be made in legal MMJ properties as the market grows. Details will be released as negotiations continue. This is clearly a market which has the potential to be incredibly lucrative, but due diligence must be completed prior to action due to the high level of fraudsters also in this space.
The Company identified land and property in Florida that have seen a drop of c.80% in their value since 2009 and the Management team believes that a mix of short and long term rental will provide income to support the company’s activities in this region. There is now starting to be the groundswell of a fast and veracious recovery in the housing market here, moreover, offering a considerably stronger balance sheet and revenue stream from rentals. The Company strategy is to reduce its long term debt liabilities to allow it to leverage outside finance in the future, enabling it to acquire more significant land pieces.
We are an operating business and we have never been a shell company.
We do not believe that any federal, state or local regulations will have a material effect upon our business.
We have not incurred and do not anticipate incurring costs in complying with federal, state and local environmental laws.
B. Date and State (or Jurisdiction) of Incorporation: Nevada, 07/14/1998
C. the issuer’s primary and secondary SIC Codes; 6513
D. the issuer’s fiscal year end date; December
E. principal products or services, and their markets; As outlined in section ‘6’, sub-section ‘A’
7) Describe the Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
The corporation operates out of one office in the UK comprising of c.500sq feet. The officers are a short-term lease and can grow as the business requires more space.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 6 of 9
8) Officers, Directors, and Control Persons
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders.
A. Names of Officers, Directors, and Control Persons. In responding to this item, please provide the names of each of the issuer’s executive officers, directors, general partners and control persons (control persons are beneficial owners of more than five percent (5%) of any class of the issuer’s equity securities), as of the date of this information statement.
Mr. P. Clewlow, 62, CEO & Chairman of the Board of Directors – Mr. Clewlow served in Her Majesty’s Armed Forces from 1976 until 1984 as a military accountant (R.A.P.C.) and is now a fully qualified member of the Institute of Certified Bookkeepers in the UK. (MICB, CB Dip, PM Dip.) He has passed the Institute of Certified Bookkeepers Practising Certificate No 5651. (equiv. ACMA). He has a Book Keeping practice where he serves around 20 European businesses both in their regional needs but also acts for several businesses as their M & A adviser. Mr. Clewlow brokers high net value deals across Europe and the US for several of his clients, which include Publically Listed Companies in the US. Mr. Clewlow is neither a director nor an officer of a public company filing reports in accordance with the Securities Act of 1934.
Mr. C. Grant, 42, President, Chief Operating Officer and Corporate Secretary – Mr. Grant’s With 15 years of Engineering Management Experience behind him, Mr. Grant has been involved in brick and mortar businesses since starting as a European Engineer in 2005. As a leading force behind the business, Carl has travelled across Europe and the USA and has been diligently securing contracts with realtors, property developers and home owners for the past 24 months in preparation for the launch in 2013. Mr. Grant is neither a director nor an officer of a public company filing reports in accordance with the Securities Act of 1934.
B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
None.
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
None.
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
None.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities.
None.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 7 of
AI
