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COMPLETE DEATH INC. S-1 FILING

FORM S-1(a) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INITIAL PUBLIC OFFERING STATEMENT

DEATH, INC.

A Delaware Corporation

Amount to be Registered Offering Price Per Share Aggregate Offering Price
35,000,000 $18.00 $630,000,000







PROPOSED SYMBOL: DIE

PROPOSED MARKET: NEW YORK STOCK EXCHANGE

THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BELOW.

OUR BUSINESS

Death, Inc., hereinafter referred to as "the Company," is the recognized world leader in Death, responsible for the expiration of all living things.

MARKET OPPORTUNITY

From its founding in 0 until the present, the Company has not sought to profit from its core competencies, nor has it sought outside funding to support its business. However, due to favorable market conditions, the Company believes it now has the opportunity to own or materially control entities that could have a significant positive impact on its corporate goals. While the Company currently has no revenues or assets, it plans to use funds raised through an initial public offering to acquire both minority and majority interests in corporations, governmental bodies, individuals, and other entities operating in several key markets. The Company is not currently in discussions with any other entity. However, the Company intends to enter into agreements with hospitals and other health-related services, elected and appointed governmental bodies and individuals, chemical and weapons manufacturers, public and private utilities, high-technology companies, tobacco producers, fast-food restaurants, and others. As a result of these acquisitions, the Company believes it can streamline its operations and accelerate its corporate mission while increasing shareholder value through efficient management of its facilities and subsidiaries, enabling shareholders to materially benefit from nature's one true constant: Death.

OUR STRATEGY

The Company's objective is to expand participation in, and increase the rate of, mortality worldwide. Key elements of the Company's strategy include:

- Kill everything.

- Leverage new Company holdings to create an internal network of operations, hereinafter referred to as the "Death Network," that will eliminate redundancies, increase efficiencies, and accelerate the transition from Life to Death.

- Operate its facilities and subsidiaries to maximize profit, with a minimal regard for each facility's impact on the primacy of life, human or otherwise.

- Stimulate creativity and innovation among its employees while simultaneously increasing workload and production by utilizing the Company's unique Personnel Productivity Incentive program. (See: "Work Harder or Die," page 26.)

- Research, produce and market new products and services that will significantly impact the rate of Death among living things.

- Market Death as a positive, logical alternative to Life.

- Kill everything.

SUMMARY FINANCIAL INFORMATION

(IN THOUSANDS)

Year Zero to Date
Revenue $0
Cost of Revenue $0
Gross Profit (Loss) $0
Operating Expenses
$0









RISK FACTORS:

You should carefully consider the risks described below before buying shares in this offering.

LIMITED EARNINGS HISTORY MAY IMPACT INITIAL INTEREST IN THE OFFERING.

The Company has never earned revenues from its operations, nor has it generated positive earnings, either of which could serve to dampen initial interest in its stock offering. However, the Company intends to institute a Potential Shareholders Motivation Program for institutions, brokers, and individuals that may offset earnings concerns. (See "Stock Incentives: Buy It and Live," page 31.)

THE SECURITIES HAVE NO PRIOR MARKET, AND THE COMPANY CANNOT GUARANTEE ITS STOCK PRICE WILL NOT DECLINE AFTER THE OFFERING.

It is possible that the trading market price of our common stock may decline below the initial public offering price. However, the Company plans to institute a Shareholder Defense Initiative program that should safeguard the price of its stock. (See "Stock Incentives: Sell It and Die," page 31).

WIDESPREAD ADOPTION OR IMPLEMENTATION OF IMMORTALITY

The Company cannot rule out the possibility that advances in technology or other means may cause the widespread implementation of immortality, or ever-lasting life, which could adversely affect the Company's ability to remain a going concern. The Company plans to fight any such advances rigorously.

MEDICAL ADVANCES

For the foreseeable future, the Company believes that Death will eventually engulf all things. However, the advent of medicine has continually been a burden to the Company. Although to date no medical methodology has been proven superior to the Company's, advances in the field have negatively impacted Death rates, particularly in developed countries. The Company plans to fight any such advances rigorously. (See "Use of Net Proceeds - Other" below.)

RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS

The increasing worldwide birth rate may cause short-term fluctuations in the overall morbidity rate, and result in periodic fluctuations in our success rate. However, the long-term outlook remains positive as any increase in the number of living things will result in a coterminous increase in the number of dying things.

SUCCESS DEPENDS UPON FINDING LIVING THINGS TO KILL

The Company's ability to conduct business is dependent upon its ability to find and identify life forms for extermination. If for any reason our ability to identify living things becomes impaired or otherwise unattainable, the Company would expect a significant decrease in the number of lives ended.

COMPETITION

The Company currently has no direct competition, but cannot guarantee that competition or other alternatives will not emerge. However, due to our unique position, we have the ability to greatly influence events in this regard. (See "Use of Net Proceeds - Other" below.)

GOVERNMENT REGULATION

Due to the non-competitive nature of our market, it is possible that governments or their agencies may attempt to deregulate our industry or otherwise encourage alternative businesses under the auspices of anti-monopolization laws currently in use in various nations.

DEPENDENCE ON KEY PERSONNEL

Our future success depends upon the continued service of our executive officers and other key personnel. Our key employees include Mr. Robert Death, our Chief Execution Officer, and Dr. Robert Doom, our President and Chief Operating Officer. If we lost the services of one or more of our key employees, or if one or more of our executive officers decided to join a competitor or otherwise compete directly or indirectly with us, this could have a significant adverse effect on our business. In the event we were to lose the services of any key personnel, we cannot assure our ability to replace such personnel.

CLAIMS FROM THIRD PARTIES FOR DEATHS DEEMED TO BE ASSOCIATED WITH THE COMPANY, ITS EMPLOYEES, FACILITIES AND SUBSIDIARIES.

Company operations rely on the creation of Death opportunities. This creates the potential for claims to be made against the Company, either directly or through third parties. These claims might be made for personal injury, negligence, loss of life, loss of future earnings, or other legal theories. Any claims could result in costly litigation and be time consuming to defend, divert management's attention and resources, cause delays in acquisitions or releasing new or upgrading existing products and services. However, the Company plans to institute significant legal safeguards to counter any such claims. (See "Sue Us and Die - page 32.)

THE ABSOLUTE ACHIEVEMENT OF COMPANY GOALS

If the Company were to achieve completely its stated goal such that no living thing existed and none were therefore likely to emerge, the Company would necessarily cease operations.

THE WIDESPREAD NEGATIVE CONNOTATIONS ASSOCIATED WITH DEATH

With few exceptions, Death has historically been considered as something to "avoid," and this negative image could adversely affect the Company's ability to forge agreements with potential business partners. To counter this, the Company intends to improve its image by supporting National Public Radio and the National Endowment for the Arts, and is currently in discussions with The Children's Television Workshop to replace Elmo with a character called "Dead Elmo." The company also intends to sponsor, either directly or through third parties, cultural events such as cross-desert marathons and deep ocean shark watches, and an annual "Work Til You Drop" day, in partnership with or through the acquisition of a greeting card company. The Company cannot guarantee, however, that its efforts will improve on or materially alter Death's negative reputation.

USE OF NET PROCEEDS: OTHER

In addition to those initiatives stated above, the Company may use a portion of the net proceeds from the sale of stock to pay certain individuals on a per diem or per corpus basis to facilitate the termination of select individuals, or to encourage certain individuals to self-terminate.

DIVIDENDS

The Company has no plans to pay a dividend for the foreseeable future, nor does it expect a dividend to be an incentive for the purchase or retention of the stock. (See "Stock Incentives," page 31.)

NOTES:

This prospectus contains forward-looking statements, the accuracy of which, unlike Death, involve risks and uncertainties.

"Death," "Choose Death," "A Little Death'll Do Ya," and "Mmmm Mmmm Dead" are registered trademarks and/or service marks of Death, Inc. The Company has also applied for trademark status on the following: "The End," "He Looks So Peaceful," "Got Your Boots On?" "The Best Hiding Place on Earth," "What a Difference a Death Makes," "Reach Out and Kill Someone," "Leave the Dying to Us," "Good Til the Last One Drops," and "Death: It's Everywhere You Don't Want It to Be."

END® OF STATEMENT

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