UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1S-1/A
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEUTRA CORP.
------------
(Name of Small Business Issuer in its Charter)
Florida
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State or other jurisdiction of incorporation or organization)
7380
----
(Primary Standard Industrial Classification Code Number)
27-4505461
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(I.R.S. Employer Identification Number)
Ms. Sarah Keck
3572 Shady Brook Lane, Sarasota, FL 34243
941-544-7035
360-852-8736(FAX)
-----------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Please send copies of all correspondence to:
Diane J. Harrison
Harrison Law, P.A.
6860 Gulfport Blvd. S. No. 162
South Pasadena, Florida 33707
(941) 723-7564 (941) 531-4935 Fax
As soon as practicable after the effective date of this registration statement
------------------------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)
This is the initial public offering of the Company's common stock.
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 please 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 reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Unit (2) Offering Price Fee (3)
-
------------- ------------- -------------- -------------- ------------
Common Stock 3,000,000 $0.014 $42,000 $4.88
by Company
(1) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $21,000.
(2) 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.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(0) of the Securities Act of 1933.
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 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 IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
NEUTRA CORP.
3,000,000 SHARES OF COMMON STOCK
$0.014 PER SHARE
This registration statement constitutes the initial public offering of Neutra
Corp. (the "Company", "us", "NC", or "Neutra") common stock. Neutra is
registering 3,000,000 shares of common stock at an offering price of $0.014 per
share for a total amount of $42,000. The Company will sell the securities in
$500 increments. There are no underwritings or broker dealers involved with the
offering.
The Company will offer the securities on a best efforts basis and there will be
no minimum amount required to close the transaction. The Company's sole officer
and director, Ms. Sarah Keck, will be responsible to market and sell these
securities.
Currently, Ms. Keck owns 100% of the Company's common stock. After the offering,
Ms. Keck will retain a sufficient number of shares to continue to control the
operations of the Company.
If all the shares are not sold, there is the possibility that the amount raised
may be minimal and might not even cover the costs of the offering which the
Company estimates at $8,500. The proceeds from the sale of the securities will
be placed directly into the Company's account and there will not be an escrow
account. Since there is no escrow account, any investor who purchases shares
will have no assurance that any monies besides themselves will be subscribed to
the prospectus. All proceeds from the sale of the securities are non-refundable,
except as may be required by applicable laws. The Company will pay all expenses
incurred in this offering. There has been no public trading market for the
common stock of Neutra.
The offering shall terminate on the earlier of (i) the date when the sale of all
3,000,000 shares is completed or (ii) ninety (90) days from the date of this
prospectus becomes effective. The Company will not extend the offering period
beyond the ninety (90) days from the effective date of this prospectus.
This investment involves a high degree of risk. You should purchase shares only
if you can afford the complete loss of your investment. See the section titled
"Risk Factors" herein.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 9.
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.
The information in this prospectus is not complete and may be changed. Neutra
Corp. may not sell these securities until the registration statement filed with
the U.S. Securities and Exchange Commission is deemed "effective". This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this prospectus is ____________, 2011
The following table of contents has been designed to help you find important
information contained in this prospectus.
We encourage you to read the entire prospectus.
TABLE OF CONTENTS PAGE NO.
SUMMARY OF OUR OFFERING........................................................3
BUSINESS SUMMARY...............................................................4
SUMMARY OF OUR FINANCIAL INFORMATION...........................................8INFORMATION...........................................7
RISK FACTORS...................................................................9FACTORS...................................................................8
USE OF PROCEEDS...............................................................19
DETERMINATION OF OFFERING PRICE...............................................20
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.................................20
THE OFFERING..................................................................21
PLAN OF DISTRIBUTION..........................................................21
DESCRIPTION OF SECURITIES.....................................................23
INTEREST OF NAMED EXPERTS AND COUNSEL.........................................24
BUSINESS DESCRIPTION..........................................................24
DESCRIPTION OF PROPERTY.......................................................30PROPERTY.......................................................29
LEGAL PROCEEDINGS.............................................................30PROCEEDINGS.............................................................29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................30MATTERS......................29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................31OPERATIONS....................................................................30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE....................................................................36DISCLOSURE....................................................................35
CODE OF BUSINESS CONDUCT AND ETHICS...........................................36
MANAGEMENT....................................................................37ETHICS...........................................35
MANAGEMENT....................................................................36
CONFLICTS OF INTEREST.........................................................39INTEREST.........................................................38
COMMITTEES OF THE BOARD OF DIRECTORS..........................................35DIRECTORS..........................................38
EXECUTIVE COMPENSATION........................................................41COMPENSATION........................................................40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...............................43OWNERS...............................42
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........................44TRANSACTIONS..........................43
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES...................................................................44LIABILITIES...................................................................43
REPORTS TO SECURITY HOLDERS...................................................45HOLDERS...................................................44
WHERE YOU CAN FIND MORE INFORMATION...........................................45INFORMATION...........................................44
STOCK TRANSFER AGENT..........................................................45AGENT..........................................................44
FINANCIAL STATEMENTS.........................................................F-1
Management Certification..............................................*
Net Income Per Common Share...........................................*
Revenue and Cost Recognition..........................................*
DEALER PROSPECTUS DELIVERY OBLIGATION
Until a date, which is 90 days after the 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.
2
SUMMARY INFORMATION
This Prospectus, and any supplement to this Prospectus include "forward-looking
statements". To the extent that the information presented in this Prospectus
discusses financial projections, information or expectations about our business
plans, results of operations, products or markets, or otherwise makes statements
about future events, such statements are forward-looking. Such forward-looking
statements can be identified by the use of words such as "intends",
"anticipates", "believes", "estimates", "projects", "forecasts", "expects",
"plans" and "proposes". Although we believe that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These include, among others,
the cautionary statements in the "Risk Factors" section beginning on Page 9 of
this Prospectus and the "Management's Discussion and Analysis of Financial
Position and Results of Operations" section elsewhere in this Prospectus.
This summary only highlights selected information contained in greater detail
elsewhere in this Prospectus. This summary may not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire Prospectus, including "Risk Factors" beginning
on Page 9, and the consolidated financial statements, before making an
investment decision
All dollar amounts refer to US dollars unless otherwise indicated.
OUR OFFERING
We have 9,000,000 shares of common stock issued and outstanding. Through this
offering we will register 3,000,000 shares of common stock for offering to the
public. These shares represent additional common stock to be issued by us. We
may endeavor to sell all 3,000,000 shares of common stock after this
registration becomes effective. The price at which we offer these shares is
fixed at $0.014 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. We will receive all proceeds from the sale of the common stock.
Securities being offered by 3,000,000 shares of common stock, par
the Company. value $0.0001 offered by us in a direct
offering.
Offering price per share. We are offering the 3,000,000 shares of
our common stock at $0.014.
Number of shares outstanding 9,000,000 common shares are currently
before the offering of issued and outstanding.
common shares.
Number of shares outstanding 12,000,000 common shares will be issued
after the offering of common and outstanding if we sell all of the
shares. shares that we are offering.
The minimum number of shares None.
to be sold in this offering.
Market for the common shares There is no public market for the common
shares. The price per share is $0.014.
3
We may not be able to meet the
requirement for a public listing or
quotation of our common stock. Further,
even if our common stock is quoted or
granted listing, a market for the common
shares may not develop.
The offering price for the shares will
remain $0.014 per share for the duration
of the offering.
Use of Proceeds We will receive all proceeds from the
sale of the common stock and intend to
use the proceeds from this offering to
create the business and marketing plan.
The expenses of this offering, including
the preparation of this prospectus and
the filing of this registration
statement, which is estimated at
$8,500.00, are being paid for by us.
Termination of the Offering This offering will terminate upon the
earlier to occur of (i) 90 days after
this registration statement becomes
effective with the Securities and
Exchange Commission, or (ii) the date on
which all 3,000,000 shares registered
hereunder have been sold. We may, at our
discretion,The Company
will not extend the offering for an
additional 90 days. In any event,period
beyond the offering will end within six monthsninety (90) days from the
effective date of this Registration Statement being
declared effective.prospectus.
Terms of the Offering Our sole officer and director will sell
the common stock upon effectiveness of
this registration statement on a BEST
EFFORTS basis.
You should rely only upon the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that which
is contained in this prospectus. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted.
BUSINESS SUMMARY
We are a development-stage company, incorporated in the State of Florida on
January 11, 2011, as a for-profit company, and electing a fiscal year end of
January 31. Our business and registered office is located at 3572 Shady Brook
Lane, Sarasota, FL 34243. Our telephone number is 941-544-7035 and our fax
number is 360-852-8736.
We have not established any business operations and have not achieved any
revenues. As at January 31, 2011, we had normal cash assets of $8,900 and had
incurred losses of $2,600. Since our incorporation, the development of our
business has been limited to organizational matters, the preparation of our
business plan and the preparation of the financial statements and other
information presented in this Prospectus. In order to implement our business
plan, we anticipate that we will require total financing of $150,000 in Stage 1,
and $275,000 in Stage 2 for a total of $425,000 in addition to the $42,000 in
financing that we are seeking to raise through this offering. Our ability to
4
implement our business plan is entirely dependent on our ability to secure
sufficient financing; however, there is no guarantee that we will be successful
in this regard. Other than the preparation and filing of this offering, we have
not taken any steps to secure the balance of the financing that we will require
in order to implement our business plan. Furthermore, even if we successfully
execute our business plan and establish operations, there is no guarantee that
there will be a significant market for our intended products or that we will
achieve significant revenues, if any. We have not begun the selection of our
intended products and no products have been developed to date by us or a private
label contractor. We have not begun the selection process of our intended
Nutraceutical Supplement Contractor.
In their audit report dated February 3, 2011; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
outgoing business. Because our sole director and officer may be unwilling or
unable to loan or advance any additional capital to us, 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 plan. Due to the fact that there is no minimum
investment 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.
We intend to market and sell nutraceutical supplement products to health
practitioners. Nutraceutical natural medicine is an alternative system that
focuses on natural remedies and the body's vital ability to heal and maintain
itself. We intend to entrust the manufacturing to a nutraceutical contractor to
private label all of our intended products and to sell them under our unique brand. To
date, weWe
have not approached a contractor to haveyet begun the selection of any of our intended private
label brand supplement products manufactured.products.
Our intended direct marketing and sales will be targeted to:
* Members of the American Association for Health Freedom (American Association
for Health Freedom has merged with Alliance for Natural Health)www.anh-usa.org:
These Physicians approach health from comprehensive perspective
utilizing preventive medical techniques and less - invasive, more
natural methods of patient management. including, homeopathic medicine,
botanical medicine, psychology and counseling.
* American Association of Naturopathic Physicians, www.naturopathic.org
* American Association of Oriental Medicine, www.aaom.org
* American College for Advancement in Medicine, www.acamnet.org
Dedicated to educating Physicians in the latest findings and emerging
procedures in complementary and alternative medicines.
* American Holistic Medical Association, www.holisticmedicine.org
Integrates conventional and alternative therapies to prevent and treat
disease and to promote optimal health.
* American Dietetic Association, www.eatright.org
The largest organization of food and nutrition professionals, promoting
nutrition, health and well being.
* American Herbalist Guild, www.americanherbalistsguild.com
Specializing in the medical use of plants.
5
We intend to market and sell to these practitioners in these associations by
utilizing our intended website. (We have no website to date), attending industry
tradeshows and intend to enter into sales agency agreements with independent
agents each of whom is granted exclusive rights to market and sell our intended
products in their respective territory. We currently have no agreements.
This healthcare practitioners market is made up of over one million MDs,
Osteopaths, Naturopathic Physicians, Veterinarians and other allied healthcare
professionals including nurse practitioners, physician assistants,
chiropractors, acupuncturists, pharmacists, Traditional Chinese Medical doctors,
nutritionists and dietitians. (http://www.highbeam.com/doc/1g1-114704235.htm)
According to the Bureau of Labor Statistics.
(http://www.bls.gov/oes/current/oes290000.htm)
May 2009 - employment figures reflect a total population of 7,200,950 Healthcare
Practitioners and Technical Occupations.
We intendplan to have the following types of intended products private labeled for us
by entrusting the manufacturing to a nutraceutical contractor that we anticipate
to be sold under our brand name. To date, we have not approached a contractor to
have any of our intended private label brand supplement products manufactured.
Typical Intended Private Label Products
---------------------------------------
We have not yet begun the selection of any of these intended products and no
products have been developed or contracted for private label.
Aging
Antioxidants/Flavonoids
Circulatory Support
Cognitive Support
Detoxification Support
Endocrine Support
Essential Fatty Acids
Gastrointestinal Support
Immune Support
Men's Health
Minerals
Mood/Sleep Support
Multiples
Musculoskeletal Support
Neurological Support
Proteins/Amino Acids
Vitamins
Women's Health
Veterinary Products
We anticipate it will take 12 months to start marketing this intended product
line. We intend to utilize consultants to assist in the execution of the stages
in executing the business plan.
We have not accomplished any of our intended efforts to date. We have not
generated any revenues to date and activities have been limited to develop our
business plan. We will not have the necessary capital to develop our Business
Plan until we are able to secure additional financing. There can be no assurance
that such financing will be available on suitable terms. Please see "Risk
Factors" elsewhere in this Prospectus for full discussion on time potential
business risk.
We have no plans to change our business activities or to combine with another
business and are not aware of any events or circumstances that might cause us to
change plans. We have no revenue, have incurred losses since inception, have no
operation, have been issued a going concern opinion from our auditors and rely
upon the sale of our securities to fund operations.
6
Business Strategy
-
-----------------
Our intended strategy is to build brand recognition by providing the healthcare
practitioners with education and support and in turn the healthcare practitioner
with education and support will hopefully recommend our intended products to
their patients.
6
We intend to accomplish this education and support process providing regular and
frequent access to educational tools, such as webinars and live seminars.
Although practitioners may have several supplement brands in their dispensary,
when it comes to the moment of choice for that difficult patient and others, we
are hoping that our strategy of providing good service and educational support
influences them to choose us.
We have not generated any revenue to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure Financing. There can be no
assurance that such financing will be available on suitable terms. See
"Management Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources."
The Market
- ----------
Article:
Health & Wellness sales reach nearly $125 billion
According to the Natural Marking Institute (NMI), Harleysville, PA, retail sales
within the U.S. consumer packaged goods health and wellness industry reached
almost $125 billion in 2009, representing an overall growth of 5% over the
previous year. http://www.highbeam.com/doc/1g1233533792.html
Article:
Reaching healthcare practitioners with natural products:
Examining the myriad opportunities in the healthcare Practitioners
market (Healthcare Practitioners Market).
The practitioner market is made up of over one million MDs, osteopaths,
naturopathic physicians, veterinarians and other allied healthcare
professionals, including nurse practitioners, physician assistants,
chiropractors, pharmacists, Ayurvedic doctors, Traditional Chinese Medical
doctors, nutritionists and dietitians. According to Nutrition Business Journal
(NBJ), San Diego, CA, and other source, sales in the practitioner market have
surpassed growth in traditional consumer-focused channels. In fact, sales in the
health practitioners market increased 14% from 1997 to 2001, compared to the 7%
growth rate for the entire supplement market during the same time period.
Further, the practitioner market is estimated to grow at a rate of 10% over the
next 3 years, while the total market growth estimate continues at 7% though
2004, according to the Freedonia Group. This demand marks a grand opportunity
for nutritional supplement companies, particularly those whose sites are already
shifting toward the qualified healthcare practitioner market.
7
United States Dept. Of Labor Bureau Of Labor Statistics
-------------------------------------------------------
The Bureau Of Labor Statistics of the Healthcare Practitioner and
Technical occupations (Major Group) dated May 2009 indicates 7,200,950
employment of this category.
This major group of our projected target market comprises of the following
occupations: Chiropractors; Dentists, General; Oral and Maxillofacial Surgeons;
Orthodontists; Prosthodontists; Dentist, All other specialists; Dietitians and
Nutritionists; Optometrist; Anesthesiologists; Family and General Practitioners;
Internists, General; Obstetricians and Gynecologists; Pediatricians, General;
Phychiatrists; Surgeons; Physicians and Surgeons, All other; Physician
Assistants; Podiatrists; Registered Nurses; Audiologists; Occupational
Therapists; Physical Therapists; Radiation Therapists; Recreational Therapists;
Respiratory Therapists; Speech-Language; Pathologists; Therapists, All other;
Veterinarians; Health Diagnosing and Treating Practitioners, All other; Medical
and Clinical Laboratory Technicians; Dental Hygienists; Cardiovascular
Technologists and Technicians; Diagnostic Medical Sonographers; Nuclear Medicine
Technologists; Radiologic Technologists and Technicians; Emergency Medical
Technicians and Paramedics; Dietetic Technicians; Pharmacy Technicians;
Psychiatric Technicians; Respiratory Therapy Technicians; Surgical
Technologists; Veterinary Technologists and Technicians; Licensed Practical and
Licensed Vocational Nurses; Medical Records and Health Information Technicians;
Opticians, Dispensing; Orthotists and Prosthetics; Health Technologists and
Technicians, All other; Occupational Health and Safety Specialists; Occupational
Health and Safety Technicians; Athletic Trainers; Healthcare Practitioners and
Technical Workers.
http://www.bls.gov/oes/current/oes290000.htm
Although our projected market is sizeable we will not have the necessary capital
to develop or execute our business plan until we are able to secure financing.
There can be no assurance that such financing will be available on suitable
terms.
We need to raise $425,000 to implementexecute our business plan over the next 12 months
However, should we not raise this capital, we will allocate our funding to
assure that all State, Federal and the funds raised in this offering, even assuming we sell all the shares
being offered, will be insufficient to commercialize our service/products or
develop our business strategy.SEC requirements are met.
SUMMARY OF OUR FINANCIAL INFORMATION
The following table sets forth selected financial information, which should be
read in conjunction with the information set forth in the "Management's
Discussion and Analysis of Financial Position and Results of Operations" section
and the accompanying financial statements and related notes included elsewhere
in this Prospectus.
BALANCE SHEET AS OF JANUARY 31, 2011
------------- ------------------------
Total Assets $ 8,900
Total Liabilities $ 2,500
Total Shareholder's Equity $ 6,400
OPERATING DATA JANUARY 11, 2011 THROUGH JANUARY 31, 2011
-------------- -----------------------------------------
Revenue $ 0
Net Loss $ 2,600
Net Loss Per Share * $ 0
* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.
87
As indicated in the financial statements accompanying this prospectus, we have
had no revenue to date and have incurred only losses since inception. We have
had limited operations and have been issued a "going concern" opinion by our
auditor, based upon our reliance on the sale of our common stock as the sole
source of funds for our intended future operations.
RISK FACTORS
Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.
This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed. The trading price
of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.
We consider the following to be the material risks for an investor regarding
this offering. Our company should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of the invested amount. Please consider the following risk factors
before deciding to invest in our common stock.
Risks Related to our Business
- -----------------------------
ALTHOUGH WE PLAN TO OFFER THE SECURITIES FROM THIS OFFERING, THERE IS NO
GUARANTEE THAT WE WILL COMMENCE THE OFFERING AND IF WE DO, THE PROCEEDS MAY BE
INSUFFICIENT TO FUND OPERATIONS.
The Company plansHAVE SELF UNDERWRITTEN OUR OFFERING.
We have self-underwritten our offering. No underwriter has engaged in any due
diligence activities to offerconfirming the securities from this offering, however there is
no guarantee thataccuracy of the Company will be abledisclosure in the
prospectus as well as providing input as to sell the securities. And even if
the Company does offer the securities, there are no guarantees that the proceeds
from the offering will be sufficient to fund our planned operations.price.
INABILITY TO OBTAIN A NUTRACEUTICAL CONTRACTOR TO PRIVATE LABEL OUR PRODUCTS
COULD COMPROMISE OUR BUSINESS AND MAY CAUSE OUR BUSINESS TO FAIL.
Our business plan relies in part on our ability to obtain a nutraceutical
contractor to produce our private label products. There is no guarantee that we
will be successful in this regard. Our failure to obtain a nutraceutical
contractor could compromise our business and may cause our business to fail.
We have not begun the selection of our intended products and no products have
been developed to date. We have not begun the selection process of our intended
Nutraceutical Supplement Contractor to manufacture and private label our
intended products.
WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE.
At January 31, 2011, we had $8,900 cash on-hand and our stockholder's equity was
$6,400 and there is substantial doubt as to our ability to continue as a going
concern. We have incurred operating losses since our formation and expect to
incur losses and negative operating cash flows for the foreseeable future, and
we may not achieve profitability. We expect to incur substantial losses for the
foreseeable future and may never become profitable. We also expect to experience
negative cash flow for the foreseeable future as we fund our operating losses
and capital expenditures. As a result, we will need to generate significant
revenues in order to achieve and maintain profitability. We may not be able to
generate these revenues or achieve profitability in the future. Our failure to
achieve or maintain profitability could negatively impact the value of our
business.
98
THE COMPANY IS SUBJECT TO THE 15(D) REPORTING REQUIREMENTS UNDER THE SECURITIES
EXCHANGE ACT OF 1934 WHICH DOES NOT REQUIRE A COMPANY TO FILE ALL THE SAME
REPORTS AND INFORMATION AS A FULLY REPORTING COMPANY.
The Company is subject to the 15(d) reporting requirements according to the
Securities Exchange Act of 1934. The Company is required to file the necessary
reports in the fiscal year that the registration statement is declared
effective. After that fiscal year and provided the Company has less than 300
shareholders, the Company is not required to file these reports. If the reports
are not filed, the investors will have reduced visibility as to the Company and
its financial condition. In addition, as a filer subject to Section 15(d) of the
Exchange Act, the Company is not required to prepare proxy or information
statements; our common stock will not be subject to the protection of the going
private regulations; the company will be subject to only limited portions of the
tender offer rules; our officers, directors, and more than ten (10%) percent
shareholders are not required to file beneficial ownership reports about their
holdings in our company; that these persons will not be subject to the
short-swing profit recovery provisions of the Exchange Act; and that more than
five percent (5%) holders of classes of your equity securities will not be
required to report information about their ownership positions in the
securities.
WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE
DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, THIS COULD
HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK.
As of January 31, 2011, Neutra Corp. has $8,900 in assets and limited capital
resources. In order to continue operating through 2011, we must raise
approximately $42,000 in gross proceeds from this offering.
The Company has approximately $8,500 in offering costs associated with this
financing. The offering proceeds may not cover these costs and if this is the
case, the Company will be in a worse financial condition after the offering.
Unless the Company begins to generate sufficient revenues to finance operations
as a going concern, the Company may experience liquidity and solvency problems.
Such liquidity and solvency problems may force us to cease operations if
additional financing is not available.
Also, as a public company, we will incur professional and other fees in
connection with our quarterly and annual reports and other periodic filings with
the SEC. Such costs can be substantial and we must generate enough revenue or
raise money from offerings of securities or loans in order to meet these costs
and our SEC filing requirements. The Company plans to offer the securities from
this offering, however, there is no guarantee that we will be able to sell the
securities. And even we sell the securities, there is no guarantee that the
proceeds will be sufficient to fund our planned operations.
OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END
OF OUR OPERATIONS
We were incorporated on January 11, 2011 and we have not realized any revenues
to date. We have very littleno operating history upon which an evaluation of our future
success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the completion of this
offering and our ability to generate revenues through sales of our
service/intended products.
Based upon current plans,9
At January 31, 2011, we had $8,900 cash on-hand and our shareholder's equity was
$ 6,400 and there is substantial doubt as to our ability to continue as a going
concern. We have incurred operating losses since our formation and expect to
incur losses and negative operating cash flows for the foreseeable future, and
we may not achieve profitability. We also expect to experience negative cash
flow for the foreseeable future as we fund our operating losses in future periods
becauseand capital
expenditures. As a result we will need to generate significant revenues in order
to achieve and maintain profitability. We may not be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generatingable to generate these
revenues or achieve profitability in the future. FailureOur failure to generate revenuesachieve or
maintain profitability could negatively impact the value of our business and may
cause us to go out of business.
10
WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF
BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT
We are a development stage company formed recently to carry out the activities
described in this prospectus and thus have only a limitedno operating history upon which an
evaluation of its prospectus can be made. We were incorporated on January 11,
2011 and to date have been involved primarily in the development of our business
plan. We have limited business operations. Thus, there is no internal or
industry-based historical financial data upon which to estimate our planned
operating expenses.
We expect that our results of operations may also fluctuate significantly in the
future as a result of a variety of market factors including, among others, the
entry of new competitors offering a similar service/product; the availability of
motivated and qualified personnel; the initiation, renewal or expiration of our
customer base; pricing changes by the Company or its competitors, and general
economic conditions. Accordingly, our future sales and operating results
are
difficultaredifficult to forecast.
As of the date of this prospectus, we have earned no revenue. Failure to
generate revenue will cause us to go out of business, which could result in the
complete loss of your investment.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR DOES NOT HAVE SIGNIFICANT EXPERIENCE IN
STARTING A NUTRACEUTICAL ORGANIZATION AND WE LACK CUSTOMERS AND SUPPLIERS, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE
Although our sole officer and director has Nutraceutical business experience,
she does not have experience in developing a new company. Additionally, we
currently have no contracts or agreements with customers or suppliers or
contractors of our intended products. Therefore, without this experience,
customers, suppliers, or contractor/manufacturers, our management's business
experience may not be enough to effectively start-up and maintain our company.
As a result, the implementation of our business plan may be delayed, or
eventually, unsuccessful.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
Due to the fact we are small and do not have much capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our service/intended products. We intend to generate revenue through the sale of our
intended products. Because we will be limiting the scope of our marketing
activities, we may not be able to generate enough sales to operate profitably.
If we cannot operate profitably, we may have to suspend or cease operations.
10
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR
PROFIT
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control. Factors that may cause
our operating results to fluctuate significantly include: our inability to
generate enough working capital from future equity sales; the level of
commercial acceptance by consumers of our intended products; the amount and
timing of operating costs and capital expenditures relating to expansion of our
business, operations and infrastructure and general economic conditions.
If realized, any of these risks could have a material adverse effect on our
business, financial condition and operating results.
11
OUR SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF
HER TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN
BUSINESS FAILURE
Ms. Keck, our sole officer and director, has other outside business activities
and is devoting approximately 10-25 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Ms.
Keck, which may result in periodic interruptions or suspensions of our business
plan. Such delays could have a significant negative effect on the success of the
business.
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS
Because we are entirely dependent on the efforts of its sole officer and
director, her departure or the loss of other key personnel in the future, could
have a material adverse effect on the business. We intend to make all
commercially reasonable efforts to minimize the risks attendant with the
departure by key personnel from service.
However, there is no guarantee that replacement personnel, if any, will help the
Company to operate profitably. We do not maintain key person life insurance on
our sole officer and director.
At this time, we have not entered into any employment agreements with our Sole
officer and director. If there is sufficient cash flow available from our future
operations, we may enter into employment agreements with our Sole officer and
director or future key staff members.
IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS
In the event of the dissolution of our company, the proceeds realized from the
liquidation of our assets, if any, will be used primarily to pay the claims of
our creditors, if any, before there can be any distribution to the shareholders.
In that case, the ability of purchasers of the offered shares to recover all or
any portion of the purchase price for the offered shares will depend on the
amount of funds realized and the claims to be satisfied there from.
IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR INTENDED
PRODUCTS OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE UNABLE TO
GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS
11
Our growth strategy is substantially dependent upon our ability to market our
intended products successfully to prospective customers. However, our planned
intended products may not achieve significant acceptance. Such acceptance, if
achieved, may not be sustained for any significant period of time. Failure of
our products to achieve or sustain market acceptance could have a material
adverse effect on our business, financial conditions and the results of our
operations.
We have not begun the selection of our intended products and no products have
been developed to date. We have not begun the selection process of our intended
Nutraceutical Supplement Contractor to manufacture and private label our
intended products.
MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY MAY BE SLOWER THAN
EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT
Our plans include obtaining business from Healthcare Practitioners organizations
which may not occur.
Although we plan on providing our intended products carefully, the products may
be slow to achieve profitability, or may not become profitable at all, which
will result in losses. There can be no assurance that we will succeed.
12
We may be unable to enter into its intended markets successfully. The factors
that could affect our growth strategy include our success in(a) obtaining orders
from Health Practitioner Organizations, (b) obtaining adequate financing on
acceptable terms, and (c) adapting our internal controls and operating
procedures to accommodate our future growth.
Our systems, procedures and controls may not be adequate to support the
expansion of our business operations. Significant growth will place managerial
demands on all aspects of our operations. Our future operating results will
depend substantially upon our ability to manage changing business conditions and
to implement and improve our technical, administrative and financial controls
and reporting systems.
IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED
If the Company experiences significant growth in the foreseeable future, its
growth may place a significant strain on management, financial, operating and
technical resources. Failure to manage growth effectively could have a material
adverse effect on the Company's financial condition or the results of its
operations.
Since inception on January 11, 2011 to January 31, 2011, we have spent a total
of $2,600 on start-up costs. We have not generated any revenue from business
operations. All proceeds currently held by us are the result of the sale of
common stock to its officers.officer.
OUR INTENDED PRODUCTS MAY NOT BE ABLE TO DISTINGUISH ITSELFTHEMSELVES IN THE MARKET
AND WE MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY, WITHOUT
A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
Our products will target the Healthcare Practitioner Organizations. If we are
unable to demonstrate clearly the concept that makes our intended products
unique to potential customers, they may not purchase the intended products. If
the public doesn't acknowledge the singularity and innovation of our products,
we may be unable to attract enough customers.
12
WE MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST, WE MAY HAVE
TO SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF
YOUR INVESTMENT.
Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in our
structure or are faced with circumstances that are beyond our ability to afford,
we may have to suspend operations or cease operations entirely which could
result in a total loss of your investment.
COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR PRODUCTS, INFRINGING OUR
CUSTOMER BASE AND AFFECTING OUR BUSINESS ADVERSELY.
We believe that we have identified a market opportunity for our products.
However, even in the uncertain event that our assessment is accurate,
competitors may enter our targeted market sector with resources, serviceservices or
products superior and more competitive to our own. This would infringe on our
customer base and have a significant adverse affect upon our business and the
results of our operations, potentially causing our business to fail.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY
IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH
STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTERST AND SIMILAR MATTERS.
13
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurance that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit
nominating and compensation committee comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officersofficer and recommendations for director nominee may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.
13
SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FIND THAT HER DECISIONS ARE CONTRARY TO THEIR
INTERESTS YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL
ASPECTS OF MANAGEMENT TO OUR SOLE OFFICER AND DIRECTOR, OR HER SUCCESSORS
Our Sole officer and director, Sarah Keck, owns 9,000,000 shares of common stock
representing 100% of our outstanding stock. Ms. Keck will own 9,000,000 shares
of our common stock after this offering is completed representing 75% of our
outstanding shares, assuming all securities are sold. As a result, she will have
control of us even if the full offering is subscribed for and be able to choose
all of our directors. Her interests may differ from the ones of other
stockholders. Factors that could cause his 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 she is able to devote to us.
All decisions regarding the management of our affairs will be made exclusively
by her. Purchasers of the offered shares may not participate in our management
and, therefore, are dependent upon her management abilities. The only assurance
that our shareholders, including purchasers of the offered shares, have that our
Sole officer and director will not abuse her discretion in executing our
business affairs, is her 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. Ms. Keck,
also has the ability to accomplish or ratify actions at the shareholder level
which would otherwise implicate her fiduciary duties if done as one of the
members of our board of directors.
14
Accordingly, no person should purchase the offered shares unless willing to
entrust all aspects of management to the Sole officer and director, or her
successors. Potential purchasers of the offered shares must carefully evaluate
the personal experience and business performance of our management.
Risks Related To Our Financial Condition
- ----------------------------------------
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS
A GOING CONCERN
In their audit report dated February 3, 2011; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our officersofficer may be unwilling or unable to loan or
advance any additional capital to us, 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 creation/implementation of
our business plan. Due to the fact that there is no minimum investment 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 the "February 3, 2011
Audited Financial Statements - Auditors Report". Because we have been issued an
opinion by our auditor that substantial doubt exists as to whether we can
continue as a going concern, it may be more difficult to attract investors.
14
THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO
RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING
COSTS OR PREVENT US FROM BECOMING PROFITABLE.
The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in
response to public concern regarding corporate accountability in the wake of a
number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to
increase corporate responsibility, provide enhanced penalties for accounting and
auditing improprieties at publicly traded companies and protect investors by
improving the accuracy and reliability of corporate disclosure pursuant to
applicable securities laws. The Sarbanes-Oxley Act applies to all companies that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act").
Upon becoming a public company, we will be required to comply with the
Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted
in the imposition of a series of rules and regulations by the SEC that increase
the responsibilities and liabilities of directors and executive officers, the
perceived increased personal risk associated with these changes may deter
qualified individuals from accepting such roles. Consequently, it may be more
difficult for us to attract and retain qualified persons to serve as our
directors or executive officers, and we may need to incur additional operating
costs. This could prevent us from becoming profitable.
SINCE WE ANTICIPATE OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE,
WE MAY NEVER ACHIEVE PROFITABILITY
We anticipate an increase in our operating expenses, without realizing any
revenues from the sale of its products.our intended product. Within the next 12 months, we
will have costs related to (i) creating a business and marketing plan, (ii)
initiation of our sales and marketing campaign, (iii) administrative expenses
and (iv) expenses of this offering.
15
There is no history upon which to base any assumption as to the likelihood that
we will prove successful. We cannot provide investors with any assurance that
our intended products 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 CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO
EXPENSIVE, OUR BUSINESS WILL FAIL.
We require $42,000 to begin creation/implementation of the business and
marketing plan. This amount includes the $8,500 required for offering expense.
We will require additional funding of approximately $425,000 to fully execute
our business plan and bring our intended products to the marketplace. We intend
to accomplish this in two stages. Stage One will require additional funding of
$150,000 to start implementing the business plan (0-6 Months). Stage Two will
require additional funding of $275,000 (7-12 Months) to completely execute our
marketing and sales strategy. As of January 31, 2011, we had cash on hand of
$8,900.
No assurance can be given that we will obtain access to capital markets in the
future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. Our
inability to gain access to capital markets or obtain acceptable financing could
have a material adverse effect upon the results of its operations and its
financial conditions.
15
If we are not successful in earning revenue once we have started our sales
activity, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including our sales results. These factors may have an affect on the
timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us.
WE DO NOT HAVE SUFFICIENT CAPITAL TO CONTINUE MAINTAINING OUR REPORTING STATUS.
As of the date of this Prospectus, the current funds available to us will not be
sufficient to continue maintaining our reporting status with the SEC. Our
management believes that if we cannot maintain our reporting status with the SEC
we will have to cease all efforts directed towards developing our company. As
such, any investment could be lost in its entirety.
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
We intend to apply to have our common stock quoted on the OTC Bulletin Board.
This process takes at least 60 days and the application must be made on our
behalf by a market maker. Our stock may be listed or traded only to the extent
that there is interest by broker-dealers in acting as a market maker. Despite
our best efforts, it may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a listing on the OTCBB after this registration becomes effective and we
have completed our offering.
If our common stock becomes listed and a market for the stock develops, the
actual price of our shares will be determined by prevailing market prices at the
time of the sale.
16
We cannot assure you that there will be a market in the future for our common
stock. The trading of securities on the OTC Bulletin Board is often sporadic and
investors may have difficulty buying and selling our shares or obtaining market
quotations for them, which may have a negative effect on the market price of our
common stock. You may not be able to sell your shares at their purchase price or
at any price at all. Accordingly, you may have difficulty reselling any shares
you purchase from the selling security holders.
INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT
Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. Our business objectives are also speculative,
and it is possible that we would be unable to accomplish them. Our shareholders
may be unable to realize a substantial or any return on their purchase of the
offered shares 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.
16
INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY
MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH
We have only been recently formed and have only a limited operating history and
no earnings, therefore, the price of the offered shares is not based on any
data. The offering price and other terms and conditions regarding our shares
have been arbitrarily determined and do not bear any relationship to assets,
earnings, book value or any other objective criteria of value. 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. Our net tangible book value per share of common stock is $0.0008 as
of January 31, 2011, our most recent financial statement date.
The arbitrary offering price of $0.014 per common share as determined herein is
substantially higher than the net tangible book value per share of our common
stock. Our assets do not substantiate a share price of $0.014. This premium in
share price applies to the terms of this offering. The offering price will not
change for the duration of the offering even if we obtain a listing on any
exchange or become quoted on the OTC Bulletin Board.
BECAUSE WE HAVE 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL
SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY
We have 250,000,000 authorized shares, of which only 9,000,000 are currently
issued and outstanding and only 12,000,000 will be issued and outstanding if
this offering is completely sold. Our management could, without the consent of
the existing shareholders, issue substantially more shares, causing a large
dilution in the equity position of our current shareholders. Additionally, large
share issuances would generally have a negative impact on our 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 WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE
ENTIRE INVESTMENT
Invested funds for this offering will not be placed in an escrow or trust
account and 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.
17
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL
BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US
We have never paid dividends and do not intend to pay any dividends for the
foreseeable future. To the extent that we may require additional funding
currently not provided for in our financing plan, our funding sources may
prohibit the declaration of dividends. Because we do not intend to pay
dividends, any gain on your investment will need to result from an appreciation
in the price of our common stock. There will therefore be fewer ways in which
you are able to make a gain on your investment.
17
IN THE EVENT THAT OUR 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 SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR
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 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.
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS
MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD
DEPRESS THE PRICE OF OUR SHARES.
FINRA rules require broker-dealers to have reasonable grounds for believing that
an investment is suitable for a customer before recommending that investment to
the customer. Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status and
investment objectives, among other things. Under interpretations of these rules,
FINRA believes that there is a high probability such speculative low-priced
securities will not be suitable for at least some customers. Thus, FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
shares, have an adverse effect on the market for our shares, and thereby depress
our share price.
18
YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE
"BLUE SKY" LAWS.
Each state has its own securities laws, often called "blue sky" laws, which (1)
limit sales of securities to a state's residents unless the securities are
registered in that state or qualify for an exemption from registration, and (2)
govern the reporting requirements for broker-dealers doing business directly or
indirectly in the state. Before a security is sold in a state, there must be a
registration in place to cover the transaction, or it must be exempt from
registration. The applicable broker-dealer must also be registered in that
state.
18
We do not know whether our securities will be registered or exempt from
registration under the laws of any state. A determination regarding registration
will be made by those broker-dealers, if any, who agree to serve as market
makers for our common stock. We have not yet applied to have our securities
registered in any state and will not do so until we receive expressions of
interest from investors resident in specific states after they have viewed this
Prospectus. We will initially focus our offering in the state of Florida and
will rely on exemptions found in section 517.061 of the Florida Securities and
Investor Protection Act. There may be significant state blue sky law
restrictions on the ability of investors to sell, and on purchasers to buy, our
securities. You should therefore consider the resale market for our common stock
to be limited, as you may be unable to resell your shares without the
significant expense of state registration or qualification.
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 $0.014. The following table sets forth the uses of proceeds assuming
the sale of 33%, 66% and 100%, respectively, of the securities offered for sale
by us.
USE OF PROCEEDS TABLE
IF 33% OF IF 66% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- -----------
GROSS PROCEEDS FROM THIS OFFERING $ 13,26612,727 $ 26,53225,454 $ 42,000
=========== =========== ===========
LESS: OFFERING EXPENSES
Accounting fees 3,000 3,000 3,000
Legal fees 4,000 4,000 4,000
Printing 250 250 250
Transfer Agent 1,250 1,250 1,250
----------- ----------- -----------
TOTAL $ 8,500 $ 8,500 8,500
LESS: BUSINESS PLAN DEVELOPMENT $ 4,7664,227 $ 18,03216,954 $ 33,500
----------- ----------- -----------
TOTALS $ 13,26612,727 $ 26,53225,454 $ 42,000
=========== =========== ===========
Even if we are able to sell all of the securities being offered in this
Prospectus, we will still require approximately $425,000 (including the
anticipated $42,000 capital raise) to cover our anticipated expenses over the
next 12 months. Please review our disclosure titled "Plan of Operations" in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" elsewhere in this Prospectus. Please note that there can be no
assurance that we will be able to raise such funds.
19
If we are only able to sell less than 33% of the securities we are offering,
substantially all of the funds raised by this offering will be spent on assuring
that we meet our corporate and disclosure obligations so that we remain in good
standing with the State of Florida and maintain our status as a reporting issuer
with the SEC.
19
DETERMINATION OF OFFERING PRICE
The offering price for the shares in this offering was arbitrarily determined.
In determining the initial public offering price of the shares we considered
several factors including the following:
o our start up status;
o our new business structure and operations as well as lack of client base;
o prevailing market conditions, including the history and prospects for our
industry;
o majority of nutraceutical companies are not public and market conditions
tend to be harder on new businesses;
o our future prospects and the experience of our management;
o our capital structure;
Therefore, the public offering price of the shares does not necessarily bear any
relationship to established valuation criteria and may not be indicative of
prices that may prevail at any time or from time to time in the public market
for the common stock. You cannot be sure that a public market for any of our
securities will develop and continue or that the securities will ever trade at a
price at or higher than the offering price in this offering.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
The price of the current offering is fixed at $0.014 per share. This price is
significantly greater than the price paid by our Sole officer and director for
common equity since our inception on January 11, 2011. Our sole officer and
Director paid $ 0.001 per share, a difference of $0.013 per share lower than the
share price in this offering.
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD
- ---------------------------------------------------
Price per share...................................................share.................................................... $ 0.014
Net tangible book value per share before offering.................offering.................. $ 0.001
Net tangible book value per share after offering..................offering................... $ 0.0043
Increase to present stockholders in net tangible book value
per share after offering.........................................offering.......................................... $ 0.0033
Capital contributions.............................................contributions.............................................. $ 42,000
Capital contribution by officerour Sole Officer & director in Jan 2011......11, 2011 $ 9,000
Number of shares outstanding before the offering..................offering................... 9,000,000
Number of shares after offering held by existing stockholders.....stockholders...... 9,000,000
Percentage of ownership after offering............................offering............................. 75%
20
PERCENTAGE OF SHARES SOLD
----------------------------
DILUTION TO NEW SHAREHOLDERS 33% 66% 100%
-
---------------------------- -------- -------- --------
Per share offering price ......................... $ 0.014 $ 0.014 $ 0.014
Net tangible book value per share before offering $(0.001) $(0.001) $(0.001)$ 0.0007 $ 0.0007
Net tangible book value per share after offering . $ 0.00230.0020 $ 0.00330.0031 $ 0.00430.0040
Increase in book value attributable to new
shareholders .................................... $ 0.0013 $ 0.00230.0024 $ 0.0033
Dilution to new shareholders ..................... $ 0.01170.012 $ 0.01070.0109 $ 0.00980.01
THE OFFERING
We are registering 3,000,000 shares of our common stock for offer and sale at
$0.014 per share.
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the Financial Industry Regulatory Authority (FINRA) and FINRA has
to clear the form 211 before the market maker will be able to make a market in
our shares of common stock. Once the market maker is able to make a market, a
market should develop. At the date hereof, we are not aware that any market
maker has any such intention.
We may not sell the shares registered herein until the registration statement
filed with the Securities and Exchange Commission is effective. Further, we will
not offer the shares through a broker-dealer or anyone affiliated with a
broker-dealer. Upon effectiveness, all of the shares being registered herein may
become tradable. The stock may be traded or listed only to the extent that there
is interest by broker-dealers in acting as a market maker in our stock. Despite
our best efforts, it may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a listing on the OTCBB after this registration becomes effective and we
have completed our offering.
The price per share will remain at $0.014 even if we obtain a listing on any
exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the
offering price of $0.014 will not change for the duration of the offering.
We will receive all of the proceeds from such sales of securities and are
bearing all expenses in connection with the registration of our shares.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through Sarah
Keck, our sole officer and director named herein. Ms. Keck, will not receive any
commissions or other remuneration of any kind in connection with her
participation in this offering based either directly or indirectly on
transactions in securities.
This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. This offering is also being made on a best
efforts basis with no minimum amount required to close the transaction. In
addition, investments made in the offering will not subject to refund, will not
be held in escrow and will be immediately available for our use. This offering
will terminate upon the earlier to occur of (i) 90 days after this registration
statement becomes effective with the Securities and Exchange Commission, (ii)
the date on which all 3,000,000 shares registered hereunder have been sold. We
may, at our discretion,The
Company will not extend the offering for an additional 90 daysperiod beyond the initial offering period if any shares remain unsold.ninety (90) days from the
effective date of this prospectus.
21
We anticipate that we will be initially offering our securities in the State of
Florida. Once this Registration Statement is effective, and if Ms. Keck,
believes that there is sufficient interest in our company to offer our
securities in the state of Florida, we will register with the state of Florida
under 'blue sky' laws. However, we have not yet applied for 'blue sky'
registration in the state of Florida, or any other state, and there can be no
assurance that we will be able to apply, or that our application will be
approved and our securities will be registered, in Florida or any other state in
the US. For further discussion regarding 'blue sky' registration please see
'Risk Factors' elsewhere in this Prospectus.
Ms. Keck, will not register as broker-dealers pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an issuer may participate
in the offering of the issuer's securities and not be deemed to be a
broker-dealer.
1. Ms. Keck, is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39) of the Act, at the time of her participation;
2. Ms. Keck, will not be compensated in connection with her participation by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;
3. Ms. Keck, is not, nor will she be at the time of participation in the
offering, an associated person of a broker-dealer; and
4. Ms. Keck, meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties for or
on behalf of our company, other than in connection with transactions in
securities; and (B) is not a broker or dealer, or been an associated
person of a broker or dealer, within the preceding twelve months; and (C)
has not participated in selling and offering securities for any issuer
more than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
Our officers, directors, control personsSole Officer and affiliates dodirector does not intend to purchase any shares in this
offering.
If applicable, the shares may not be offered or sold in certain jurisdictions
unless they are registered or otherwise comply with the applicable securities
laws of such jurisdictions by exemption, qualification or otherwise. We intend
to sell the shares only in the states in which this offering has been qualified
or an exemption from the registration requirements is available, and purchases
of shares may be made only in those states.
In addition and without limiting the foregoing, we 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.
We will not use public solicitation or general advertising in connection with
the offering. Once this registration statement is declared effective by the SEC,
we anticipate inviting interested parties to review the registration statement.
Initial introductions to interested parties will be made through verbal
communications. This offering will continue for the longer of: (i) 90ninety (90) days after
this registration statement becomes effective with the Securities and Exchange
Commission, or (ii)from the date
on which all 3,000,000 shares registered hereunder
have been sold. We may at our discretionthis prospectus becomes effective. The Company will not extend the offering
for an additional
90 daysperiod beyond the initial offering period if any shares remain unsold.ninety (90) days from the effective date of this prospectus.
22
SUBSCRIPTION PROCEDURE
Each subscriber to this offering must execute and deliver to the Company a copy
of the Subscription Agreement attached to this registration statement as exhibit
99.1. The Company will review the materials and, if the subscription is
accepted, the Company will execute the Subscription Agreement and return a copy
of the materials to the subscriber. The Company shall have the right to accept
or reject any subscription, in whole or in part. An acknowledgment of the
acceptance of a subscription will be returned to the subscriber promptly after
acceptance.
Payment for the amount of the shares subscribed for shall be made at the time of
delivery of the properly executed Subscription Agreement, or at such later date
as the Company may specify by written notice to the subscriber (unless such date
is deferred in the sole discretion of the Company), by check, bank draft or wire
transfer of funds immediately available to the Company at the address set forth
in the Subscription Agreement or to an account specified by the Company. The
date upon which the transaction contemplated by the Subscription Agreement shall
become effective (the "Closing") will occur on such date or within such period
as may be specified at the discretion of the Company with written notice to the
Subscriber. 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.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized number of shares is Two Hundred Fifty Million (250,000,000). The
authorized common stock is Two Hundred Fifty Million (250,000,000) shares with a
par value of $0.0001. Shares of our common stock:
o have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
o 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;
o do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
o 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 Florida 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, our
sole officer, director and stockholder, Ms. Sarah Keck will own approximately
75% of our outstanding shares.
23
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, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified
any part thereof 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 our common stock was employed on a contingency basis or had or is
to receive, in connection with the offering, a substantial interest, directly or
indirectly, in us. Additionally, no such expert or counsel was connected with us
as a promoter, managing or principal underwriter, voting trustee, director,
officer or employee.
Diane J. Harrison, Harrison Law, P.A., 6860 Gulfport Blvd. S. No. 162, South
Pasadena, Florida 33707, has passed upon certain legal matters in connection
with the validity of the issuance of the shares of common stock.
Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way, Palm
Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the
period January 11, 2011 (date of inception) through January 31, 2011 and to the
extent set forth in its report, which are included herein in reliance upon the
authority of said firm as experts in accounting and auditing. There were no
disagreements related to accounting principles or practices, financial statement
disclosure, internal controls or auditing scope or procedure from date of
appointment as our independent registered accountant through the period of audit
(inception date through January 31, 2011).
BUSINESS DESCRIPTION
Overview
- --------
We are a development stage company and were incorporated in the State of Florida
On January 11, 2011, as a for-profit company, and an established fiscal year end
of January 31, 2011. We have not established any business operations and have
not achieved any revenue. As at January 31, 2011, we had normal cash assets of
$8,900 and incurred losses of $2,600. Since our incorporation, the development
of our business has been limited to organizational matters, the preparation of
our business plan, and the preparation of our financial statements and other
information presented in this Prospectus. In order to implement our business
plan, we anticipate that we will require total financing of $150,000 Stage one
and $275,000 Stage two or a total of $425,000 in addition to the $42,000 in
financing that we are seeking to raise through this offering. Our ability to
implement our business plan is entirely dependent on our ability to secure
sufficient financing; however, there is no guarantee that we will be successful
in this regard. Other than the preparation and filing of this offering, we have
not taken any steps to secure the balance of the financing that we will require
in order to implement our business plan. Furthermore, even if we successfully
execute our business plan and establish operations, there is no guarantee that
there will be a significant market for our intended products or that we will
achieve significant revenues, if any.
24
We have not begun the selection of our intended products and no products have
been developed to date. We have not begun the selection process of our intended
Nutraceutical Supplement Contractor to manufacture and private label our
intended products. We anticipate that this Contractor would provide turnkey
manufacturing as well as the Raw Materials.
In their audit report dated February 3, 2011; our auditor have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our sole director and officer may be unwilling or
unable to loan or advance any additional capital to us, 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 plan. Due to the fact that there is no minimum
investment 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 can lose your entire investment.
We intend to market and sell nutraceutical supplement products to health
practitioners.
Nutraceutical natural medicine is an alternative system that focuses on natural
remedies and the bodies vital ability to heal and maintain itself.
Our intended direct marketing and sales will be targeted to:
* Members of the American Association for Health Freedom (American Association
for Health Freedom has merged with Alliance for Natural Health)www.anh-usa.org:
These Physicians approach health from comprehensive perspective
utilizing preventive medical techniques and less - invasive, more
natural methods of patient management. including, homeopathic medicine,
botanical medicine, psychology and counseling.
* American Association of Naturopathic Physicians, www.naturopathic.org
* American Association of Oriental Medicine, www.aaom.org
* American College for Advancement in Medicine, www.acamnet.org
Dedicated to educating Physicians in the latest findings and emerging
procedures in complementary and alternative medicines.
* American Holistic Medical Association, www.holisticmedicine.org
Integrates conventional and alternative therapies to prevent and treat
disease and to promote optimal health.
* American Dietetic Association, www.eatright.org
The largest organization of food and nutrition professionals, promoting
nutrition, health and well being.
* American Herbalist Guild, www.americanherbalistsguild.com
Specializing in the medical use of plants.
We intend to market and sell to the practitioners in these associations by
utilizing our intended website (we have no website to date), by attending
industry tradeshows and by entering into sales agency agreements with
independent agents, each of whom is granted exclusive rights to market and sell
our intended products in their respective territory. We currently have no
agreements.
This healthcare practitioners market is made up of over one million MDS,
Osteopaths, Naturopathic Physicians, Veterinarians and other allied healthcare
professionals including nurse practitioners, physician assistants,
chiropractors, acupuncturists, pharmacists, Traditional Chinese Medical doctors,
nutritionists and dietitians. (http://www.highbeam.com/doc/1g1-114704235.htm)
25
The Bureau of Labor Statistics May 2009 employment figures reflect a total
population of 7,200,950 Healthcare Practitioner and Technical Occupations.
(http://www.bls.gov/oes/current/oes290000.htm).
We intend to have the following types of products private labeled for us by
entrusting the manufacturing to a nutraceutical contractor that we anticipate to
be sold under our brand name. To date, we have not approached a contractor to
have any of our intended private label brand supplement products.
Typical Intended Private Label Products
---------------------------------------
We have not begun the selection of our intended products and no products have
been developed to date. We have not begun the selection process of our intended
Nutraceutical Supplement Contractor to manufacture and private label our
intended products
Aging
Antioxidants/Flavonoids
Circulatory Support
Cognitive Support
Detoxification Support
Endocrine Support
Essential Fatty Acids
Gastrointestinal Support
Immune Support
Men's Health
Minerals
Mood/Sleep Support
Multiples
Musculoskeletal Support
Neurological Support
Proteins/Amino Acids
Vitamins
Women's Health
Veterinary Products
We anticipate it will take 12 months to start marketing the product line. We
intend to utilize consultants to assist in the execution of the stages in
executing the business plan.
We have not accomplished any of our intended efforts to date. We have not
generated any revenues to date and activities have been limited to develop our
business plan. We will not have the necessary capital to develop our Business
Plan until we are able to secure additional financing. There can be no assurance
that such financing will be available on suitable terms. Please see "Risk
Factors" elsewhere in this Prospectus for full discussion on time potential
business risk.
We have no plans to change our business activities or to combine with another
business and are not aware of any events or circumstances that might cause us to
change our plans. We have no revenue, have incurred losses since inception, have
no operation, have been issued a going concern opinion from our auditors and
rely upon the sale of our securities to fund operations.
Business Strategy
- -----------------
Our intended strategy is to build brand recognition by providing the healthcare
practitioners with education and support and in turn the healthcare practitioner
with education and support will hopefully recommend our intended products to
their patients.
26
We intend to accomplish this education and support process providing regular and
frequent access to educational tools, such as webinars and live seminars.
Although a practitioner may have several supplement brands in their dispensary
when it comes to the moment of choice for that difficult patient and others, we
are hoping that our strategy of providing good service and educational support
they choose us.
26
We have not generated any revenue to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure Financing. There can be no
assurance that such financing will be available on suitable terms. See
"Management Discussion and Analysis Plan of Operations" and Liquidity and
Capital Resources."
The Market
- ----------
Article:
Health & Wellness sales reach nearly $125 billion
According to the Natural Marking Institute (NMI), Harleysville, PA, retail sales
within the U.S. consumer packaged goods health and wellness industry reached
almost $125 billion in 2009, representing an overall growth of 5% over the
previous year. http://www.highbeam.com/doc/1g1233533792.html
Article:
Reaching healthcare practitioner with natural products:
Examining the myriad opportunities in the healthcare practitioners market
(Healthcare Practitioners Market).
The practitioner market is made up over one million MDs, osteopaths,
naturopathic physicians, veterinarians and other allied healthcare
professionals, including nurse practitioners, physician assistants,
chiropractors, acupuncturists, pharmacists, Ayurvedic doctors, Traditional
Chinese Medical doctors, nutritionists and dietitians. According to Nutrition
Business Journal (NBJ), San Diego, CA, and other sources, sales in the
practitioner market have surpassed growth in traditional consumer-focused
channels. In fact, sales in the health practitioners market have surpassed
growth in traditional consumer-focused channels. In fact, sales in the health
practitioner market increased 14% from 1997 to 2001, compared to the 7% growth
rate for the entire supplement market during the same time period. Further, the
practitioner market is estimated to grow at a rate of 10% over the next three
years, while the total market growth estimate continues at 7% through 2004,
according to the Freedonia Group. This demand marks a grand opportunity for
nutritional supplement companies, particularly those whose sites are already
shifting toward the qualified healthcare practitioner market.
This new column will discuss the various issues surrounding the approach to the
healthcare practitioner market.
United States Dept. Of Labor Bureau Of Labor Statistics
-------------------------------------------------------
The Bureau Of Labor Statistics of the Healthcare Practitioner and
Technical occupations (Major Group) dated May 2009 indicates 7,200, 950
employment of this category
This major group comprises the following occupations: Chiropractors; Dentists,
General; Oral and Maxillofacial Surgeons; Orthodontists; Prosthodontists;
Dentist, All Other Specialists; Dietitians and Nutritionists; Optometrist;
Pharmacists; Anesthesiologists; Family and General Practitioners; Internists,
General; Obstetricians and Gynecologists; Pediatricians, General; Psychiatrists;
Surgeons; Physicians and Surgeons, All Others; Physician Assistants;
Podiatrists; Registered Nurses; Audiologists; Occupational Therapists; Physical
Therapists; Radiation Therapists; Recreational Therapists; Respiratory
Therapists; Speech-Language Pathologists; Therapists, All Other; Veterinarians;
Health Diagnosing and Treating Practitioners, All Other; Medical and Clinical
Laboratory Technologists; Medical and Clinical Laboratory Technicians; Dental
27
Hygienists; Cardiovascular Technologists and Technicians; Diagnostic Medical
Sonographers; Nuclear Medicine Technologists; Radiologic Technologists and
Technicians; Emergency Medical Technicians and Paramedics; Dietetic Technicians;
Pharmacy Technicians; Psychiatric Technicians; Respiratory Therapy Technicians;
Surgical Technologists; Veterinary Technologists and Technicians; Licensed
Practical and Licensed Vocational Nurses; Medical Records and Health Information
Technicians; Opticians, Dispensing; Orthotists and Prosthetics; Health
Technologists and Technicians, All Other; Occupational Health and Safety
Specialists; Occupational Health and Safety Technicians; Athletic Trainers;
Healthcare Practitioners and Technical Workers.
http://www.bls.gov/oes/current/oes290000.htm
Although our projected market is sizeable we will not have the necessary capital
to develop or execute our business plan until we are able to secure financing.
There can be no assurance that such financing will be available on suitable
terms.
Management
- ----------
We intend to contract with a contractor to private label all of our products,
use consultants to build the corporate infrastructure in FINANCE, ACCOUNTING,
MARKETING, SALES, WEBSITE CONSTRUCTION, SOFTWARE, PURCHASING and other
administrative functions.
Sales And Marketing
-
-------------------
We intend to employee a salaried Vice President of Marketing and Sales whose
responsibility will be to execute the Marketing and Sales Plan. We intend to
enter into sales agency agreements with independent agents, each of whom is
granted exclusive rights to market and sell our product in their respective
territory. We currently have no agreements.
Shows And Advertising
- ---------------------
We intend to augment the Marketing and Sales of our service via webinar
presentations that will allow the utilization of our intended website to present
to healthcare providers.
We intend to deliver press releases and advertise in Health Practitioner Trade
Journals and Professional Publications.
We intend to Exhibit in Health Practitioner Trade Shows.
27
Competition
- -----------
It is the opinion of our sole officer and director that these companies
represent the potential competition in this industry.
Thone Research
The Vitamin Company
NutraceficialNutraceutical International Corporation
Protocol For Life
Medagenics
Standard Process
The Nutraceutical industry is a highly competitive market. We will compete with
both large and small corporations. Most of these companies have greater
financial and personnel resources then we do.
28
Employees And Employment Agreements
-
-----------------------------------
As of January 31, 2011, we have no employees other than Ms. Keck, our sole
officer and director. Ms. Keck has the flexibility to work on our business up to
10 to 25 hours per week. She is prepared to devote more time to our operations
as may be required and we do not have any employment agreements with her.
We do not presently have, pension, health, annuity, insurance, stock options,
profit sharing, or similar benefit plans; however, we may adopt plans in the
future. There are presently no personal benefits available to our Sole officer
and director.
During the initial implementation of our marketing strategy, the company intends
to hire independent consultants, rather than hire full time employees. We plan
on hiring a Vice President of Marketing and Sales to execute the Marketing and
Sales plan.
Government Regulation
- ---------------------
Since we intend to contract to manufacture of our Nutraceutical supplement
products the contractor will be responsible for adhering to if any governmental
regulations. We are unaware of any governmental regulation and do not anticipate
having to expend significant resources to comply with any governmental
regulations of those jurisdictions in which we plan to sell our products, which
are generally applicable to business operations, such as business licensing
requirements, income taxes and payroll taxes. In general, the development and
operation of our business is not subject to special regulatory and/or
supervisory requirements.
Intellectual Property
- ---------------------
We do not currently hold rights to any intellectual property and have not filed
for copyright or trademark protection for our name and our intended website.
Research and Development
- ------------------------
Since our inception to the date of this Prospectus, we have not spent any money
on research and development activities.
28
Reports to Security Holders
-
---------------------------
Any member of the public may read and copy any materials filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information
on the operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at 1-800-732-0330. The Securities and
Exchange Commission maintains an internet website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Securities and Exchange
Commission.
29
DESCRIPTION OF PROPERTY
We maintain our statutory registered agent's office at 3572 Shady Brook Lane.
Sarasota, FL 34243 and our business office is located at 3572 Shady Brook Lane,
Sarasota, FL 34243. Tel: (941) 544-7035; fax: (360)852-8736.
Our office space is donated free of charge by our sole officer and director. Our
office space contains, fax, phones, computer and desk.
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,Sole Officer and director, or any
registered beneficial shareholder are an adverse party or has a material
interest adverse to us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
-
------------------
Our common stock is not traded on any exchange. We intend to apply to have our
common stock quoted on the OTC Bulletin Board once this Prospectus has been
declared effective by the SEC; however, there is no guarantee that we will
obtain a listing.
There is currently no trading market for our common stock and there is no
assurance that a regular trading market will ever develop. OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers. OTC
Bulletin Board issuers are traditionally smaller companies that do not meet the
financial and other listing requirements of a regional or national stock
exchange.
To have our common stock listed on any of the public trading markets, including
the OTC Bulletin Board, we will require a market maker to sponsor our
securities. We have not yet engaged any market maker to sponsor our securities,
and there is no guarantee that our securities will meet the requirements for
quotation or that our securities will be accepted for listing on the OTC
Bulletin Board. This could prevent us from developing a trading market for our
common stock.
Holders
- -------
As of the date of this Prospectus there was one holder of record of our common
stock.
29
Dividends
-
---------
To date, we have not paid dividends on shares of our common stock and we do not
expect to declare or pay dividends on shares of our common stock in the
foreseeable future. The payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
our Board of Directors.
Equity Compensation Plans
- -------------------------
As of the date of this Prospectus we did not have any equity compensation plans.
30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This section of the prospectus 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 that, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
Our financial statements are stated in United States Dollars (USD or US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. All references to "common shares" refer to the common shares in our
capital stock.
Overview
- --------
We are a development-stage company, incorporated in the State of Florida on
January 11, 2011, as a for-profit company, and an established fiscal year of
January 31. We have not yet generated or realized any revenues from business
operations. Our auditor has issued a going concerned opinion. This means there
is substantial doubt that we can continue as an on-going business in executing
our business plan for the next twelve (12) months unless we obtain the
additional $425,000 in capital. However, should we not raise this capital, we
will allocate our funding to pay our bills.
Accordingly, we must raise cash from sources other than loans we undertake.assure that all State, Federal and SEC requirements
are met.
From inception through January 31, 2011, our business operations have primarily
been focused on developing our business plan. We have spent a total of
approximately $2,600 on start-up costs (legal, accounting and administrative).
We have not generated any revenue from business operations. All cash currently
held by us is the result of the sale of common stock to our sole officer and
director.
The proceeds from this offering will satisfy our cash requirements for up to 12
months. If we are unable to raise additional monies, we only have enough capital
to cover the costs of this offering and to begin developing business plan and
market research. The expenses of this offering include the preparation of this
prospectus, the filing of this registration statement and transfer agent fees.
As of January 31, 2011 we had $8,900 cash on hand. This cash will not cover the
expenses of this offering or our working capital requirements for even one month
given the undertaking of this offering and the expenses involved.
30
Plan of Operations
-
------------------
We believe we do not have adequate funds to satisfyexecute our working capital
requirementsbusiness plan for the
next twelve months. We will need to raise additional
capital to continue our operations. During(12) months unless we obtain the 12 months following the
completion of this offering, we intend to implement our business and marketing
plan. We believe we must raise an additional $425,000 in capital.
However, should we not raise this capital, we will allocate our funding to
pay for expenses
associated with our development overassure that all State, Federal and SEC requirements are met. Of the next 12 months.$425,000,
$150,000 will be used to finance anticipated activities during Stage One of our
development plan as described below, and $275,000 will be used to finance
anticipated activities during Stage Two of our development plan as described
below.
As of January 31, 2011, we had cash on hand of $8,900.
31
STAGE ONE
-
---------
ANTICIPATED MILESTONES
-
----------------------
Complete Business & Marketing Plan
Complete Market Research
Complete and Finalize Consultant Team
Complete and Finalize Selection of Vice President of Marketing and Sales
Complete and Finalize Selection of Nutraceutical Supplement Contractor Company
Complete and Finalize Selection of Location of Office and Warehouse and
Furniture, Fixtures, Office equipment, Warehouse Shelving and Equipment.
Communication lines, etc.
Complete and Finalize Selection of National Shows and Advertising
Complete and Finalize Selection of Consultants for Marketing and Sales tools
(Brochures, Webinar, Show Display Exhibit, Advertising, Public Relations,
Promotions, Website Etc.) Legal, Accounting, Auditing, Administrative
Working Capital
TOTAL STAGE ONE 0-6 Months Estimated Budget $ 150,000
Note: This table above does not include costs related to commencing sales and
marketing of our products.
OPERATIONS
Execute Nutraceutical Supplement Contractor Contract
Execute Rental of Office & Warehouse
Execute Purchase of Inventory
Execute Purchase of Office & Warehouse supplies and equipment
MARKETING & SALES
Execute Marketing & Sales Plan
Execute Vice President of Marketing & Sales Representative Organization
Execute Marketing & Sales Tools
Execute Contracts for Show Exhibits and Advertising
31
MANAGEMENT & ADMINISTRATION
Execute Contracting Consultant Team
ADDITIONAL WORKING CAPITAL
TOTAL STAGE TWO 7-12 MONTHS Estimated Budget $ 275,000
TOTAL STAGE ONE & TWO Estimated Budget $ 425,000
32
Many of the developments enumerated in Stage 2 are dependent on the completion
of objectives in Stage 1 and both Stages are dependent on us securing additional
financing even if we are able to sell all of the securities offered by this
Prospectus. There can be no assurance that we will be able to sell any of the
securities offered by this Prospectus or secure additional financing. If we are
able to raise some, but not all funds required to undertake the developments in
Stage 1 and Stage 2, our management will re-examine our proposed business
activities to use our resources most efficiently. In this event, our focus will
likely be on spending available funds on assuring that we retain our reporting
status with the SEC and developing our products to attract investors.
If we are unable to raise additional funds we will not be able to complete any
of the milestones in either Stage 1 or Stage 2. Due to the fact that many of the
milestones are dependent on each other, if we do not raise any additional
capital we will not be able to implement any facets of our business plan.
We intend to pursue capital through public or private financing as well as
borrowings and other sources in order to finance our businesses activities. We
cannot guarantee that additional funding will be available on favorable terms,
if at all. If adequate funds are not available, then our ability to continue our
operations may be significantly hindered.
We have not yet begun the selection of any of our nutraceutical supplement
Products. No products andhave been selected or developed to date And even if we do
secure adequate financing, there can be no assurance that our supplement
nutraceutical intended products will be accepted by the marketplace and that we
will be able to generate revenues.
Our management does not plan to hire any employees at this time. Our sole
officer and director will be responsible for business plan development.
RESULTS OF OPERATIONS
There is no historical financial information about us upon which to base an
evaluation of our performance. We have spent $2,600 on our operations as of
January 31, 2011 on selling, general and administrative expenses and our only
other activity consisted of the sale of 9,000,000 shares of our common stock to
our sole officer and director for aggregate proceeds of $9,000.
We have not generated any revenues from our operations. We cannot guarantee we
will be successful in our business operations. Our business is subject to risks
inherent in the establishment of a new business enterprise, including the
financial risks associated with the limited capital resources currently
available to us for the implementation of our business strategies. (See "Risk
Factors"). To become profitable and competitive, we must develop the business
and marketing plan and execute the plan. Our management will attempt to secure
financing through various means including borrowing and investment from
institutions and private individuals.
Since inception, the majority of our time has been spent creating its business
plan, and preparing for a primary financial offering.
3332
Our results of operations are summarized below:
January 11, 2011
(INCEPTION) TO
January 31, 2011
(AUDITED)
($)
----------------
Revenue ................................ -
Cost of Revenue ........................ -
Expenses ............................... -2,600
Net Loss ............................... -2,600
Net Loss per Share - Basic and Diluted . (0.00)
Weighted Average Number Shares
Outstanding - Basic and Diluted ....... 9,000,000
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we had yet to generate any revenues from our
business operations. For the period ended January 31, 2011, we issued 9,000,000
shares of common stock to our sole officer and director for cash proceeds of
$9,000. We did not issue any common shares during the three month period ended
January 31, 2011.
We anticipate needing a minimum of $150,000 for Stage One and an additional
$275,000 for Stage Two, totaling $425,000 in order to effectively execute our
business plan over the next twelve months. Currently available cash is not
sufficient to allow us to commence full execution of our business plan. Our
business expansion will require significant capital resources that may be funded
through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business
plan. However, there can be no assurance that we will be able to raise money in
this fashion and have not entered into any agreements that would obligate a
third party to provide us with capital.
Through January 31, 2011, we spent $2,600 on general operating expenses. We
raised the cash amounts to be used in these activities from the sale of common
stock to our Sole officer and director.
As of January 31, 2011 we had $8,900 cash on hand.
To date, the Company has managed to keep our monthly cash flow requirement low
for two reasons. First, our Sole officer does not draw a salary at this time.
Second, the Company has been able to keep our operating expenses to a minimum by
operating in space owned by our Sole officer and will be only paying the direct
expenses associated with our business operations.
As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
Management believes if the Company cannot maintain its reporting status with the
SEC it will have to cease all efforts directed towards the Company. As such, any
investment previously made would be lost in its entirety.
The Company currently has no external sources of liquidity such as arrangements
with credit institutions or off-balance sheet arrangements that will have or are
reasonably likely to have a current or future effect on our financial condition
or immediate access to capital.
3433
If the Company is unable to raise the funds partially through this offering the
Company will seek alternative financing through means such as borrowings from
institutions or private individuals. There can be no assurance that the Company
will be able to keep costs from being more than these estimated amounts or that
the Company will be able to raise such funds. Even if we sell all shares offered
through this registration statement, we expect that the Company will seek
additional financing in the future. However, the Company may not be able to
obtain additional capital or generate sufficient revenues to fund our
operations. If we are unsuccessful at raising sufficient funds, for whatever
reason, to fund our operations, the Company may be forced to seek a buyer for
our business or another entity with which we could create a joint venture. If
all of these alternatives fail, we expect that the Company will be required to
seek protection from creditors under applicable bankruptcy laws.
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues. See
Note 2 of our financial statements.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
Although the Company has adopted a Code of Ethics and Business Conduct the
Company has not yet adopted any of these other corporate governance measures
and, since our securities are not yet listed on a national securities exchange,
the Company is not required to do so. The Company has not adopted corporate
governance measures such as an audit or other independent committees of our
board of directors as we presently do not have any independent directors. If we
expand our board membership in future periods to include additional independent
directors, the Company may seek to establish an audit and other committees of
our board of directors. It is possible that if our Board of Directors included
independent directors and if we were to adopt some or all of these corporate
governance measures, stockholders would benefit from somewhat greater assurances
that internal corporate decisions were being made by disinterested directors and
that policies had been implemented to define responsible conduct. For example,
in the absence of audit, nominating and compensation committees comprised of at
least a majority of independent directors, decisions concerning matters such as
compensation packages to our senior officersofficer and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in our
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our stockholders.
3534
INFLATION
The effect of inflation on our revenues and operating results has not been
significant.
CRITICAL ACCOUNTING POLICIES
Our financial statements are affected by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete listing of these policies is included in Note 3 of the notes to our
financial statements for the year ended January 31, 2011. We have identified
below the accounting policies that are of particular importance in the
presentation of our financial position, results of operations and cash flows,
and which require the application of significant judgment by management.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research,
development, and engineering of products will be expensed as incurred.
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing
net loss attributable to common stockholders by the weighted average
common shares outstanding for the period. Diluted loss per share is
computed giving effect to all potentially dilutive common shares.
Potentially dilutive common shares may consist of incremental shares
issuable upon the exercise of stock options and warrants and the
conversion of notes payable to common stock. In periods in which a net
loss has been incurred, all potentially dilutive common shares are
considered antidilutive and thus are excluded from the calculation. At
January 31, 2011 the Company did not have any potentially dilutive common
shares.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Peter Messineo, CPA, has audited our Financial Statements for the period from
January 11, 2011 (date of inception) through January 31, 2011 and to the extent
set forth in its report, which are included herein in reliance upon the
authority of said firm as experts in accounting and auditing. There were no
disagreements related to accounting principles or practices, financial statement
disclosure, internal controls or auditing scope or procedure during the two
fiscal years and interim period.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics that applies to our officersSole
Officer and directors, and critical employees.Director. The Code of Business Conduct and Ethics are attached to
this registration statement as Exhibits 14-1.
3635
MANAGEMENT
Officers and Directors
-
----------------------
Our Sole officer and director will serve until her successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
NAME AND ADDRESS AGE POSITION(S)
- --------------------- --- --------------------------------------------------
Sarah Keck 34 President, Secretary/ Treasurer
3572 Shady Brook Lane Sole Officer
Sarasota, FL 34243 Principal Financial Officer and Sole member of the
Board of Directors
The person named above has held her offices/positions since the inception of our
company and is expected to hold her offices/positions until the next annual
meeting of our stockholders.
Business Experience
- -------------------
SARAH KECK, SOLE OFFICER AND DIRECTOR
Ms. Keck, is our founder and has served as our sole officer and director since
our inception.
Experience
-
----------
AMERICAN NEUTRICEUTICALS LLC., Vancouver, WA (Satellite Office Sarasota, FL)
VICE PRESIDENT- 2/2005-PRESENT
Reports to President and Chairman
Manage sales through practitioners, individuals and clients Educate and advise
clients on their personal and individual protocols and use of products as well
as health care professionals for their practice. Create, implement, manage and
maintain all marketing projects: Generating new product Brochures. Research,
plan and attend health professional tradeshows as exhibitor. Produce And
implement new print and website advertisements
Manage all vendor relations for product procurement and marketing efforts.
Implemented and Maintain website administration and day to day upkeep of
content. Assist with company's legal and professional filings. Direct finance
and operations staff. Assisted CFO with state and federal taxes and various
professional and legal documents. Interviewed, hired and managed office and
warehouse staff.
VICE PRESIDENT OF OPERATIONS 6/2002-2/2005
Managed sales employees.
Oversaw day to day operations.
3736
Supported President with all aspects of business growth. Planned, created and
attended practitioner tradeshows as exhibitor. Educated health professionals on
products and protocols.
PROJECT MANAGER 1/2000-6/2002
Organized and facilitated the growth of new company in marketing, sales and
customer service. Assisted with product development. Managed operations of
office: phones, sales/orders ,shipping, receiving and all aspects of Operations.
Customer service
H. LEE MOFFITT CANCER CENTER & RESEARCH INSTITUTE, Tampa, FL
PATIENT SERVICE REPRESENTATIVE-Chemotherapy/Infusion Center 2/1999-1/2000
Schedule, register and charge for infusion center visits Problem-solve and
trouble-shoot to ensure patient satisfaction and data integrity. Educate
patients on Moffitt procedures and responsibilities for service rendered.
Interact with outside and side sources including pharmacists, nurses and
patients. Reconcile visits to capture all charges.
NUTS 'n' BERRIES, Atlanta, GA 8/1995-1/1999
OPERATIONS MANAGER
Ranked national top 100 Health Food Stores and "Best of the Best' in Atlanta.
Hired as sales clerk and promoted to management position overseeing five
employees. Responsible for day to day operations including training, customer
service and sales and inventory control.
Coordinated department budgets (supporting profit growth, motivating
productivity And minimizing loss potential).
Gathered, interpreted and educated customers with resource and reference
material.
EDUCATION
B.S. Oglethorpe University, Atlanta, GA May 1998
- -------------------------------------------------
Graduated Cum Laude, Major: Biology, Overall GPA: 3.74 Science GPA: 3.70
American Health Science University, Aurora, CO
-
----------------------------------------------
Certification in Nutrition 1997-1998
OTHER DIRECTORSHIPS
Ms. Keck, does not hold, and has not held during the past five years, any other
directorships in any company with a class of securities registered pursuant to
section 12 of the Exchange Act or subject to the requirements of section 15(d)
of such Act or any company registered as an investment company under the
Investment Company Act of 1940. 38Ms. Keck does not have a contract (non compete
or otherwise) with her present employer. Since there is no contract and we
intend to introduce products different from her employer, we do not foresee a
risk of litigation.
37
CONFLICTS OF INTEREST
Ms. Keck, is not obligated to commit her full time and attention to our business
and, accordingly, she may encounter a conflict of interest in allocating her
time between our operations and those of other businesses. In the course of her
other business activities, she may become aware of investment and business
opportunities which may be appropriate for presentation to us as well as other
entities to which he owes a fiduciary duty. As a result, he may have conflicts
of interest in determining to which entity a particular business opportunity
should be presented. She may also in the future become affiliated with entities
that are engaged in business activities similar to those we intend to conduct.
In general, officers and directors of a corporation are required to present
business opportunities to the corporation if:
o the corporation could financially undertake the opportunity;
o the opportunity is within the corporation's line of business; and
o it would be unfair to the corporation and its stockholders not to bring
the opportunity to the attention of the corporation.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Sole director has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by our Sole director. Because we do not have any independent
directors, our Sole director believes that the establishment of committees of
the Board would not provide any benefits to our company and could be considered
more form than substance.
We do not have a policy regarding the consideration of any director candidates
that may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Sole director established a
process for identifying and evaluating director nominees. We have not adopted a
policy regarding the handling of any potential recommendation of director
candidates by our stockholders, including the procedures to be followed. Our
Sole director has not considered or adopted any of these policies as we have
never received a recommendation from any stockholder for any candidate to serve
on our Board of Directors. Given our relative size and lack of directors and
officers insurance coverage, we do not anticipate that any of our stockholders
will make such a recommendation in the near future.
While there have been no nominations of additional directors proposed, in the
event such a proposal is made, all current members of our Board will participate
in the consideration of director nominees.
Our Sole director is not an "audit committee financial expert" within the
meaning of Item 401(e) of Regulation S-K. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:
o understands generally accepted accounting principles and financial
statements,
o is able to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
3938
o understands internal controls over financial reporting, and
o understands audit committee functions.
Our Board of Directors is comprised solely of Ms. Keck, who was integral to our
formation and who is involved in our day to day operations. While we would
prefer to have an audit committee financial expert on our board of directors,
Ms. Keck, does not have a professional background in finance or accounting. As
with most small, early stage companies until such time our company further
develops its business, achieves a stronger revenue base and has sufficient
working capital to purchase directors and officers insurance, the Company does
not have any immediate prospects to attract independent directors. When the
Company is able to expand our Board of Directors to include one or more
independent directors, the Company intends to establish an Audit Committee of
our Board of Directors. It is our intention that one or more of these
independent directors will also qualify as an audit committee financial expert.
Our securities are not quoted on an exchange that has requirements that a
majority of our Board members be independent and the Company is not currently
otherwise subject to any law, rule or regulation requiring that all or any
portion of our Board of Directors include "independent" directors, nor are we
required to establish or maintain an Audit Committee or other committee of our
Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY
IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH,
STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are these that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that id our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
where being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.
4039
EXECUTIVE COMPENSATION
We have made no provisions for paying cash or non-cash compensation to our sole
officer and director. No salaries are being paid at the present time, no
salaries or other compensation were paid in cash, or otherwise, for services
performed prior to January 11, 2011, our date of inception, and no compensation
will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to
our named executive officer for all services rendered in all capacities to us
for the period from inception (January 11, 2011) through January 31, 2011.
SUMMARY COMPENSATION TABLE
Changes in
Pension Value
And
Name Non-Equity Non-Qualified
and Stock Option Incentive Plan Deferred
principal Salary Bonus Awards Awards Compensation Compensation All Other Total
position Year ($) ($) ($) ($) ($) Earnings ($) Compensation ($)
- --------- ---- ------ ----- ------ ------ -------------- ------------ ------------ -----
Sarah
Keck
President 2011 0 0 0 0 0 0 0 0
We have not paid any salaries to our Sole officer and director as of the date of
this Prospectus. We do not anticipate beginning to pay salaries until we have
adequate funds to do so. There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of our officersSole Officer and
director other than as described herein.
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 January
31, 2011.
OPTION AWARDS STOCK AWARDS
-------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Equity Awards: Payout
Incentive Number of Value of
Plan Market Unearned Unearned
Number of Awards: Number of Value of Shares, Shares,
Securities Number of Number of Shares or Shares or Units or Units or
Underlying Securities Securities Units of Units of Other Other
Unexercised Underlying Underlying Stock Stock Rights Rights
Option Unexercised Unexercised Option Option That Have That Have That Have That Have
(#) Options (#) Unearned Exercise Expiration Not Not Not Not
Name Exercisable Unexercisable Options (#) Price ($) Date Vested (#) Vested ($) Vested (#) Vested (#)
- -------- ----------- ------------- ----------- --------- ---------- ---------- ---------- ---------- ----------
Sarah - - - - - - - - -
Keck
There were no grants of stock options since inception to the date of this
Prospectus.
4140
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
Our Sole director has not adopted a stock option plan. We have no plans to adopt
a stock option plan, 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. We may develop an incentive based stock
option plan for our officersSole Officer and directorsDirector and may reserve up to 10% of our
outstanding shares of common stock for that purpose.
OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS
We do not currently have a stock option plan in favor of any director, officer,
consultant or employee of our company. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to our sole director and officer since our
inception; accordingly, no stock options have been granted or exercised by our
sole director and officer since we were founded.
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs or freestanding SARs have been made to our
Sole director and officer since our inception; accordingly, no stock options
have been granted or exercised by our Sole director and officer since we were
founded.
LONG-TERM INCENTIVE PLANS AND AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to our
sole director and officer or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our sole director and officer
or employees or consultants since we were founded.
COMPENSATION OF DIRECTORS
Our Sole director is not compensated by us for acting as such. She is reimbursed
for reasonable out-of-pocket expenses incurred. There are no arrangements
pursuant to which our Sole director is or will be compensated in the future for
any services provided as a director.
We do not have any agreements for compensating our directors for their services
in their capacity as directors, although such directors are expected in the
future to receive stock options to purchase shares of our common stock as
awarded by our board of directors.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS
There are no employment contracts or other contracts or arrangements with our
officers or directors other than those disclosed in this report.Sole Officer and Director. There are no compensation plans or arrangements,
including payments to be made by us, with respect to Ms. Keck, that would result
from her resignation, retirement or any other termination. There are no
arrangements for directors, officersour Sole Officer and Director or employees that would result
from a change-in-control.
4241
INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT
Neither our Sole officer and director nor any associate or affiliate of our
company during the last two fiscal years is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.
DIRECTOR COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
our Sole director for all services rendered in all capacities to us for the
period from inception (January 11, 2011) through January 31, 2011.
DIRECTOR COMPENSATION
Changes in
Pension Value
And
Fees Non-Equity Non-Qualified
Earned Incentive Deferred
or Paid Stock Option Plan Compensation All Other
in Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
-
----- ------- ------ ------ ------------ ------------- ------------ -----
Sarah 0 0 0 0 0 0 0
Keck
At this time, we have not entered into any employment agreements with our Sole
officer and director. If there is sufficient cash flow available from our future
operations, we may enter into employment agreements with our sole officer and
director or future key staff members.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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 her 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.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner [1] Beneficial Ownership Class [2]
- -------------- --------------------- -------------------- ----------
Common Stock Sarah Keck 9,000,000 100%
3673 Shady Brook Lane
Sarasota, FL 34243
All Officers and 9,000,000 100%
Directors as a Group
(1 person)
[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, Ms. Keck is the only "promoter" of our company. Ms. Keck is also our
Sole officer and director.
[2] Based on 9,000,000 shares issued and outstanding as of the date of this
Prospectus.
4342
CHANGE IN CONTROL
We are not aware of any arrangement that might result in a change in control of
our company in the future.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On January 11, 2011 we issued 9,000,000 shares of our common stock to our Sole
officer and director at $0.001 per share for aggregate proceeds of $9,000.
There have been no other transactions since our audit date, January 31, 2011, or
any currently proposed transactions in which we are, or plan to be, a
participant and in which any related person had or will have a direct or
indirect material interest.
DIRECTOR INDEPENDENCE
Our securities are intended to be quoted on the OTC Bulletin Board which does
not have any director independence requirements. Once we engage further
directors and officers, we plan to develop a definition of independence and
scrutinize our Board of Directors with regard to this definition.
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,Sole Officer and Director, or any
registered beneficial shareholder are an adverse party or has a material
interest adverse to us.
We intend to furnish annual reports to stockholders, which will include audited
financial statements reported on by our Certified Public Accountants. In
addition, we will issue unaudited quarterly or other interim reports to
stockholders, as we deem appropriate or required by applicable securities
regulations.
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our Bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Florida law.
The general effect of the foregoing is to indemnify a control person, officer or
director from liability, thereby making us responsible for any expenses or
damages incurred by such control person, officer or director in any action
brought against them based on their conduct in such capacity, provided they did
not engage in fraud or criminal activity.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or control personsSole Officer and Director pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
4443
REPORTS TO SECURITY HOLDERS
We are not required to deliver an annual report to our stockholders but will
voluntarily send an annual report, together with our annual audited financial
statements. Any Securities and Exchange Commission filings that we do file will
be available to the public over the internet at the SEC's website at
http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet
site that
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission, 100 F Street NE,
Washington, D.C. 20549, under the Securities Act of 1933 a registration
statement on Form S-1 of which this prospectus is a part, with respect to the
common shares offered hereby. We have not included in this prospectus all the
information contained in the registration statement, and you should refer to the
registration statement and our exhibits for further information.
In the Registration Statement, certain items of which are contained in exhibits
and schedules as permitted by the rules and regulations of the Securities and
Exchange Commission. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission by mail from the Public Reference Room of
the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. In addition, the Securities and Exchange Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The Securities and
Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These
SEC filings are also available to the public from commercial document retrieval
services.
You should rely only on the information contained in this prospectus. No finder,
dealer, sales person or other person has been authorized to give any information
or to make any representation in connection with this offering other than those
contained in this prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by Obscene
Jeans Corp. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby by anyone
in any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until a date, which is 90 days after the 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 dealer' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
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, we will act as our own transfer agent.
4544
FINANCIAL STATEMENTS
NEUTRA CORP.
(A Development Stage Company)
For the Period from January 11, 2011
(Date of Inception) through January 31, 2011
CONTENTS
Financial Statements:
Report of Independent Registered Public Accounting Firm ............ F-2
Balance Sheet ...................................................... F-3
Statements of Operations ........................................... F-4
Statement of Stockholder's Equity .................................. F-5
Statement of Cash Flows ............................................ F-6
Notes to Financial Statements ...................................... F-7 - F-10
F-1
-
--------------------------------------------------------------------------------
Peter Messineo
PM Certified Public Accountant
CPA Firm 1982 Otter Way Palm Harbor FL 34685
[logo] peter@pm-cpa.com
T 727.421.6268 F 727.674.0511
================================================================================
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders:
NEUTRA CORP.
I have audited the balance sheets of Neutra Corp. as of January 31, 2011 and the
related statement of operations, changes in stockholder's equity, and cash flows
for the period January 11, 2011 (date of inception) through January 31, 2011.
These financial statements were the responsibility of the Company's management.
My responsibility was to express an opinion on these financial statements based
on my audits.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements were free of material misstatement. The Company was not
required to have, nor was I engaged to perform, an audit of its internal control
over financial reporting. My audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that were
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit 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, as well as evaluating the overall financial
statement presentation. I believe that my audit provide a reasonable basis for
my opinion.
In my opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of Neutra Corp. as of January 31,
2011, and the results of its operations and its cash flows for the period
January 11, 2011 (date of inception) through January 31, 2011, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no revenues from operation, has not emerged from the
development stage, and is requiring traditional financing or equity funding to
commence its operating plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Further information and
management's plans in regard to this uncertainty were also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
February 3, 2011
F-2
NEUTRA CORP.
(A Development Stage Company)
Balance Sheet
ASSETS
------
JANUARY 31,
20102011
----------
CURRENT ASSETS
Cash and cash equivalents ...................................... $ 8,900
----------
Total current assets ......................................... 8,900
----------
----------
TOTAL ASSETS ................................................. $ 8,900
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable & Accrued liabilities ......................... $ 2,500
----------
Total liabilities ............................................ 2,500
==========
STOCKHOLDERS' EQUITY
Capital Stock (Note 4)
Authorized:
250,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
9,000,000 .................................................... $ 900
Additional paid-in capital ..................................... 8,100
Deficit accumulated during the development stage ............... (2,600)
----------
Total Stockholders' Equity ................................... 6,400
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................... $ 8,900
==========
The accompanying notes are an integral part of the financial statements.
F-3
NEUTRA CORP.
(A Development Stage Company)
Statement of Operations
For the period January 11, 2011 to January 31, 2011
FOR THE PERIOD
FROM INCEPTION
JANUARY 11, 2011
TO
JANUARY 31, 2011
----------------
REVENUES ..................................................... $ -
---------------
EXPENSES
General & Administrative ................................... 100
Professional Fees .......................................... $ 2,500
---------------
Loss Before Income Taxes ..................................... $ (2,600)
---------------
Provision for Income Taxes ................................... -
---------------
Net Loss ..................................................... $ (2,600)
===============
PER SHARE DATA:
Basic and diluted loss per common share .................... $ -
===============
Basic and diluted weighted Average Common shares outstanding 9,000,000
===============
The accompanying notes are an integral part of the financial statements.
F-4
NEUTRA CORP.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)
Deficit
Accumulated
Common Stock Additional During the
----------------- Paid-in Development
Shares Amount Capital Stage Total
--------- ------ ---------- ----------- ---------
Inception - January 11, 2011 ..... -- $ -- $ -- $ -- $ --
Common shares issued to Founder
for cash at $0.001 per share
(par value $0.0001) on
January 11, 2011 ............... 9,000,000 900 8,100 -- 9,000
Loss for the period from
inception on January 11, 2011 to
January 31, 2011 ............... -- -- -- (2,600) (2,600)
--------- ------ ---------- ---------- --------
--
Balance - January 31, 2011 ....... 9,000,000 900 8,100 (2,600) 6,400
========= ====== ========== ========== ========
The accompanying notes are an integral part of the financial statements.
F-5
NEUTRA CORP.
(A Development Stage Company)
Statement of Cash Flow
For the period January 11, 2011 to January 31, 2011
For the Period
from Inception
January 11, 2011
to
January 31, 2011
----------------
OPERATING ACTIVITIES
Net Loss .................................................. $ (2,600)
---------------
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued liabilities ................................. 2,500
---------------
Net cash used in operating activities ..................... (100)
---------------
FINANCING ACTIVITIES
Issuance of common stock .................................. 9,000
---------------
Net Cash Provided by Financing Activities ................. 9,000
---------------
INCREASE IN CASH AND CASH EQUIVALENTS ....................... 8,900
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............ --
---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 8,900
===============
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense ........................................ $ --
===============
Income taxes ............................................ $ --
===============
The accompanying notes are an integral part of the financial statements.
F-6
NEUTRA CORP.
(A Development Stage Company)
Notes to Financial Statements
For the Period from January 11, 2011
(Date of Inception) through January 31, 2011
1. BACKGROUND INFORMATION
Neutra Corp. (the "Company"), a Florida corporation, intends to market and sell
nutraceutical supplement products to health practitioners. Nutraceutical natural
medicine is an alternative system that focuses on natural remedies and the
bodies vital ability to heal and maintain itself. We intend to entrust the
manufacturing to a nutraceutical contractor to private label all of our products
and to sell them under our unique brand. To date, we have not approached a
contractor to have any of our intended private label brand supplement products.
The Company was incorporated on January 11, 2011 (Date of Inception) with its
corporate headquarters located in Sarasota, Florida and its year-end is January
31.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended January 31, 2011,
the Company had no operations. As of January 31, 2011, the Company has not
emerged from the development stage. In view of these matters, the Company's
ability to continue as a going concern is dependent upon the Company's ability
to begin operations and to achieve a level of profitability. The Company intends
on financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources, including term notes until such time
that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.
3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is
maintained with a major financial institution in the United States. Deposits
with this bank may exceed the amount of insurance provided on such deposits.
Temporary cash investments with an original maturity of three months or less are
considered to be cash equivalents.
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development,
and engineering of products are expensed as incurred. There has been no research
and development cost incurred for the period January 11, 2011 (date of
inception) through January 31, 2011.
F-7
NEUTRA CORP.
(A Development Stage Company)
Notes to Financial Statements
For the Period from January 11, 2011
(Date of Inception) through January 31, 2011
COMMON STOCK - The Company records common stock issuances when all of the
legal requirements for the issuance of such common stock have been satisfied.
REVENUE AND COST RECOGNITION - The Company has no current source of revenue;
therefore the Company has not yet adopted any policy regarding the recognition
of revenue or cost.
ADVERTISING COSTS - The Company's policy regarding advertising is to expense
advertising when incurred. There has been no advertising cost incurred for the
period January 11, 2011 (date of inception) through January 31, 2011.
INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes resulting from temporary differences. Such temporary differences
result from differences in the carrying value of assets and liabilities for tax
and financial reporting purposes. The deferred tax assets and liabilities
represent the future tax consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income
Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a
liability as a result of the implementation of ASC 740-10. A reconciliation of
the beginning and ending amount of unrecognized tax benefits has not been
provided since there is no unrecognized benefit since the date of adoption. The
Company has not recognized interest expense or penalties as a result of the
implementation of ASC 740-10. If there were an unrecognized tax benefit, the
Company would recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average common shares
outstanding for the period. Diluted loss per share is computed giving effect to
all potentially dilutive common shares. Potentially dilutive common shares may
consist of incremental shares issuable upon the exercise of stock options and
warrants and the conversion of notes payable to common stock. In periods in
which a net loss has been incurred, all potentially dilutive common shares are
considered antidilutive and thus are excluded from the calculation. At January
31, 2011, the Company did not have any potentially dilutive common shares.
FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards
Board (FASB) introduced a framework for measuring fair value and expanded
required disclosure about fair value measurements of assets and liabilities. The
Company adopted the standard for those financial assets and liabilities as of
the beginning of the 2008 fiscal yearJanuary 31, 2011 and the impact of adoption was not significant. FASB Accounting
Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC
820) defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable
inputs) and (2) an entity's own assumptions
F-8
NEUTRA CORP.
(A Development Stage Company)
Notes to Financial Statements
For the Period from January 11, 2011
(Date of Inception) through January 31, 2011
inputs) and (2) an entity's own assumptions about market participant assumptions
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy are
described below:
o Level 1 - Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or liabilities.
o Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are
not active; inputs other than quoted prices that are observable for the asset or
liability (e.g., interest rates); and inputs that are derived principally from
or corroborated by observable market data by correlation or other means.
o Level 3 - Inputs that are both significant to the fair value measurement
and unobservable.
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of January 31,
2011. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term nature of these
instruments. These financial instruments include accounts receivable, other
current assets, accounts payable, accrued compensation and accrued expenses. The
fair value of the Company's notes payable is estimated based on current rates
that would be available for debt of similar terms which is not significantly
different from its stated value.
On January 31, 2011, the Company applied ASC 820 for all non-financial assets
and liabilities measured at fair value on a non-recurring basis. The adoption of
ASC 820 for non-financial assets and liabilities did not have a significant
impact on the Company's financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued Accounting Standard Update ("ASU") No. 2009-13,
Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") and No. 2009-14,
Certain Revenue Arrangements that include Software Elements ("ASU 2009-14").
These standards update FASB ASC 605, Revenue Recognition ("ASC 605") and FASB
ASC 985, Software ("ASC 985"). The amendments to ASC 605 requires entities to
allocate revenue in an arrangement using estimated selling prices of the
delivered goods and services based on a selling price hierarchy. The amendments
to ASC 985 remove tangible products from the scope of software revenue guidance
and provide guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the
software revenue guidance. These amendments to ASC 605 and ASC 985 should be
applied on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The Company will adopt these amendments on September
1, 2010.January 31,
2011. Management does not believe that the adoption of this standard will have a
material impact on the Company's financial statements.
F-9
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value
Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair
value measurements including transfers in and out of Levels 1 and 2 and separate
disclosures about purchases, sales, issuances, and settlements relating to Level
3 measurements. It also clarifies existing fair value disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The standard is effective for interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements which is effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company will adopt ASU 2010-06 on September 1, 2010;January 31, 2011; management does
not expect the adoption to have a material impact on the financial statements.
Other recent accounting pronouncements issued by the FASB (including its EITF),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.
4. RELATED PARTY TRANSACTIONS
In January 11, 2011, the Company sold 9,000,000 shares of common stock to its
founder for $0.001 per share.
The officersSole Officer and directorsDirector of the Company areis involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. TheyShe may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
The Company does not own or lease property or lease office space. The office
space used by the Company was arranged by the founder of the Company to use at
no charge.
The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been incurred had comparable transactions been entered
into with independent parties.
5. INCOME TAXES
There are no current or deferred income tax expense or benefit for the period
ended January 31, 2011.
The provision for income taxes is different from that which would be obtained by
applying the statutory federal income tax rate to income before income taxes.
The items causing this difference are as follows:
January 11, 2011
(Date of Inception) through
January 31, 2011
---------------------------
Tax benefit at U.S. statutory rate ............... $ -
State income tax benefit, net of federal benefit . -
---------------------------
$ -
===========================
The Company did not have any temporary differences for the period from January
11, 2011 (Date of Inception) through January 31, 2011.
6. SUBSEQUENT EVENTS
The Company reviewed subsequent events through the date of filing.
F-10
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his or her position, if he or she acted in good
faith and in a manner he reasonably believed to be in our best interest. The
Company may advance expenses incurred in defending a proceeding. To the extent
that the officer or director is successful on the merits in a proceeding as to
which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Florida.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
Securities and Exchange Commission registration fee................. $ 4
Federal Taxes....................................................... $ -
State Taxes and Fees................................................ $ -
Listing Fees........................................................ $ -
Printing Fees....................................................... $ 246
Transfer Agent Fees................................................. $ 1,250
Accounting fees and expenses........................................ $ 3,000
Legal fees and expenses............................................. $ 4,000
--------
TOTAL .............................................................. $ 8,500
========
RECENT SALES OF UNREGISTERED SECURITIES
During the last three fiscal years we have had the following issuances of
unregistered securities:
In January 11, of 2011, we issued 9,000,000 shares to Ms. Sarah Keck, the
Company's founder, in exchange for cash of $9,000. We relied upon Section 4(2)
of the Securities Act, which exempts from registration "transactions by an
issuer not involving any public offering
It is our belief Ms. Keck, had such knowledge and experience in financial and
business matters that she was capable of evaluating the merits and risks of the
investment and therefore did not need the protections offered by registering
their shares under Securities and Act of 1933, as amended. Ms. Keck, certified
that she was purchasing the shares for their own accounts, with investment
intent. This offering was not accompanied by general advertisement or general
solicitation and the shares were issued with a Rule 144 restrictive legend.
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EXHIBITS
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------
3.1 Articles of Incorporation of NEUTRA CORP.*
3.2 Bylaws of NEUTRA CORP.*
4.1 Specimen Stock Certificate of NEUTRA CORP.*
5.1 Opinion of Counsel.*
14.1 Code of Ethics.*
23.1 Consent of Accountants.
23.2 Consent of Council (included in Exhibit 5.1)5.(1).*
99.1 Subscription Agreement NEUTRA CORP.*
*Previously included as an Exhibit to our Registration Statement
UNDERTAKINGS
The 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;
(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 SEC 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; and
(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;
2. That for the purpose of determining liability under the Securities Act,
each 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; and
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4. That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the registrant undertakes that in a primary offering of
securities of the 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 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 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 registrant or used or referred to by the
registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the registrant or its
securities provided by or on behalf of the registrant; and
(iv) Any other communication that is an offer in the offering made by the
registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act 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 SEC 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 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
Securities Act and will be governed by the final adjudication of such issue.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sarasota, Florida, on
February 24,April 4, 2011.
NEUTRA CORP.
By: /s/ Sarah Keck
--------------
Sarah Keck
President, Sole Officer,
Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer, Director
In accordance with the requirements of the Securities Act, this Prospectus has
been signed by the following persons in the capacities and on the dates stated.
SIGNATURES TITLE DATE
- -------------- ----------------------------------- -------------------
/s/ Sarah Keck President, Sole Officer, February 24,April 4, 2011
-
-------------- Chief Financial Officer, Principal
Sarah Keck Accounting Officer, Secretary,
Treasurer, Director