S-1/A 1 chevals1a5_832018.htm

As filed with the Securities and Exchange Commission on August 3, 2018
File Number 333-215849
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1/A
(Amendment No. 5)
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Cheval Resources Corporation
(Exact Name of registrant in its charter)
 
 
Delaware
6770
27-5415063
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
 
 
1441 Ocean Drive Vero Beach, FL 32963
(772) 234.9999
(Address and telephone number of principal executive offices)
 
Harvard Business Services, Inc.
16192 Coastal Hwy. Lewes, Delaware 19958
Telephone (302) 645-7400
(Name, address, including zip code, and telephone
number, of agent for service)
 
With Copies to:
    
Rory O'Dare
1441 Ocean Drive
Vero Beach , Florida 32963
772.234.9999
 

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box ☑.
 
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. r
 
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. r

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

Large accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☐ 
 
Smaller reporting company ☑
(Do not check if smaller reporting company)
  
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
 
CALCULATION OF REGISTRATION FEE
 
Tile of each class of
securities to be registered
  
Dollar amount
to be registered
    
Proposed maximum
offering price per
share (1)
    
Proposed maximum
aggregate
offering price
    
Amount of
registration fee
(2)
  
 
                        
Common Stock-New Issue
  
$
100,000.00
    
$
0.01
    
$
100,000.00
    
$
10.07
  
 
                                
Common Stock—Current Shareholder
  
$
400,000.00
    
$
0.01
    
$
400,000.00
    
$
46.36
  
______________
 
(1) This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.  
 
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.
 
 
 
 
 
Special Note Regarding this Amendment
 
This amendment is to correct the stated number of shares in two exhibits.


 
 


 
 
 
 
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
 
 
ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
The following table sets forth the costs and expenses payable by Cheval Resources Corporation in connection with the sale of the common stock being registered. Rory O'Dare has agreed to pay all costs and expenses in connection with this offering of common stock. Rory O'Dare was and is the source of the funds for the estimated costs of the offering as listed below. All of the fees listed below other than the Escrow Fee have already been paid by Mr. O'Dare. Mr.O'Dare has no agreement in writing to pay the expenses of this offering on behalf of Cheval Resources Corporation and thus such agreement to do so is not enforceable. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.
 
Legal and Professional Fees        
  
$
2,900
  
Bank Escrow BB&T                                     
  
$
2,500
  
PCAOB Consent 
    
3,000
  
Edgar Fee
  
$
1,500
  
SEC Filimg Fee
  
$
400
  
         
          Total     
  
$
10,300
  

* Such offering expenses have already or are being paid for by our Sole officer and director.   There is no agreement as to repayment of these funds.
 
 
ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cheval Resources Corporation Acquisition, Inc.'s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted by Delaware law, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.
 

ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, Cheval Resources Corporation issued the following unregistered securities in private transactions without registering the securities under the Securities Act:

On March 2,2011, Rory O'Dare, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company in exchange for 40,000,000 shares of common stock of the Company, each, par value $0.0001 per share.
 
At the time of the issuance, Rory O'Dare was in possession of all available material information about us, as he is the only officer and director. On the basis of these facts, Cheval Resources Corporation claims that the issuance of stock to its founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933. Cheval Resources Corporation believes that the exemption from registration for these sales under Section 4(2) was available because:
 
 
 
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●     Rory O'Dare is an executive officer of Cheval Resources Corporation and thus had fair access to all material information about Cheval Resources Corporation before investing;

●     There was no general advertising or solicitation; and

●     The shares bear a restrictive transfer legend.

All shares issued to Rory O'Dare were at a par price per share of $0.0001. The price of the common stock issued to them was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, Cheval Resources Corporation was recently formed or in the process of being formed and possessed no assets.
 
ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 
INDEX OF EXHIBITS

 
 
Exhibit No.
Name/Identification of Exhibit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Previously filed
 
 
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ITEM 17 - UNDERTAKINGS

 
UNDERTAKINGS
 
 
a.
The undersigned registrant hereby undertakes:
 
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
 
 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided however, That:
 
 
A.
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

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 B.  
 
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
 
i.
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
 
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
 
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


 
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iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
a.           The undersigned registrant hereby undertakes that:
 
1.     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
2.      For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Las Vegas, state of Delaware on August 3, 2018.

 
Cheval Resources Corporation
(Registrant)
 
By: /s/ Rory O'Dare 
Rory O'Dare, President
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed b the following persons in the capacities and on the dates indicated.
 
 
 
Signature
Title
Date
 
 
 
 
 
 
/s/ Rory O'Dare 
President, Secretary and Director
August 3, 2018
Rory O'Dare  
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Rory O'Dare  
Treasurer
August 3, 2018
Rory O'Dare  
Chief Accounting Officer
 


 
 
 
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