Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FITWAYVITAMINS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA
______________________________________________________________
(State or other jurisdiction of incorporation or organization)
5499
________________________________________________________
(Primary Standard Industrial Classification Code Number)
27-0938396
_______________________________________
(I.R.S. Employer Identification Number)
112 North Curry Street Carson City, Nevada 89703
775-321-8227
_________________________________________________________________
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
State Agent & Transfer Syndicate, Inc.
112 North Curry Street Carson City, Nevada 89703
(775) 882-1013
_________________________________________________________
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)
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 check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Unit(1) Price Fee(2)
Common Stock by
Company 4,000,000 $0.03 $120,000 $8.56
(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THE 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.
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FITWAYVITAMINS, INC.
4,000,000 SHARES OF COMMON STOCK
Prior to this registration, there has been no public trading market for the
common stock of FITWAYVITAMINS, INC. ("FITWAYVITAMINS", "FITWAY", "we" or the
"Company") and it is not presently traded on any market or securities exchange.
4,000,000 shares of common stock are being offered for sale by the Company to
the public.
The price per share will be $0.03. FITWAYVITAMINS will be selling all the
shares and will receive all proceeds from the sale. The Company may not sell
these securities until the registration statement filed with the Securities and
Exchange Commission is effective.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.
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.
This offering is self-underwritten. No underwriter or person has been
engaged to facilitate the sale of shares of common stock in this offering. There
are no underwriting commissions involved in this offering.
The Company is not required to sell any specific number or dollar amount of
securities but will use its best efforts to sell the securities offered.
The date of this prospectus is __________________
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 is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
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TABLE OF CONTENTS
Page No.
PART I
Summary Information 6
Risk Factors 8
Use of Proceeds 15
Determination of Offering Price 16
Dilution 16
Plan of Distribution 17
Description of Securities to be Registered 17
Interests of Named Experts and Counsel 18
Description of Business 19
Legal Proceedings 22
Financial Statements 22
Management's Discussion and Analysis of Financial Condition
and Results of Operations 33
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 34
Directors and Executive Officers 34
Executive Compensation 35
Security Ownership of Certain Beneficial Owners and Management 37
Certain Relationships and Related transactions 38
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 38
PART II 39
Other Expenses of Issuance and Distribution
Indemnification of Directors and Officers 39
Recent Sales of Unregistered Securities 39
Exhibits and Financial Statement Schedules 40
Undertakings 41
Signatures 42
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DEALER PROSPECTUS DELIVERY OBLIGATION
Until , (90 days after the effective 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.
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SUMMARY INFORMATION
This summary provides an overview of selected information contained
elsewhere in this prospectus. It does not contain all the information you should
consider before making a decision to purchase the shares we are offering. You
should very carefully and thoroughly read the more detailed information in this
prospectus and review our financial statements contained herein.
SUMMARY INFORMATION ABOUT FITWAYVITAMINS, INC.
FITWAYVITAMINS, INC. ("FITWAYVITAMINS", "we", "our", or "the Company")
was incorporated in the State of Nevada as a for-profit Company on September 10,
2009 and established a fiscal year end of October 31. We are a development-stage
company that intends to create the ideal line of Vitamins, protein powder,
nutritional bars and sliming aids for the general public.
We will, initially, sell our products using the internet, through our
website and the Ebay. When finances allow, we intend to advertise on the Home
Shopping Channel on TV. Then, when our products and services get more
recognition by the public, we plan to sell them through retail stores all over
North America.
Our business office is located at 112 North Curry Street Carson City,
Nevada 89703, our telephone number is 775-321-8227 and our fax number is (775)
306-0030. Our United States and registered statutory office is located at 112
North Curry Street Carson City, Nevada 89703,telephone number (775) 882-1013.
As of October 31, 2009, the end of our fiscal year, the Company had
raised $10,000 through the sale of its common stock. There is $9,990 of cash on
hand in the corporate bank account. The Company currently has liabilities of
$7,402, represented by expenses accrued during its start-up. In addition, the
Company anticipates incurring costs associated with this offering totaling
approximately $5,700. As of the date of this prospectus, we have generated no
revenues from our business operations. The following financial information
summarizes the more complete historical financial information as indicated on
the audited financial statements of the Company filed with this prospectus.
SUMMARY OF THE OFFERING BY THE COMPANY
FITWAYVITAMINS has 10,000,000 shares of common stock issued and
outstanding and is registering an additional 4,000,000 shares of common stock
for offering to the public. The Company may endeavor to sell all 4,000,000
shares of common stock after this registration becomes effective. The price at
which the Company offers these shares is fixed at $0.03 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. FITWAYVITAMINS will receive all
proceeds from the sale of the common stock.
Securities being offered by the 4,000,000 shares of common stock are
Company, common stock, par value offered by the Company.
$0.001
Offering price per share by the A price, if and when the Company sells
Company. the shares of common stock, is set at
$0.03.
Number of shares outstanding 10,000,000 common shares are currently
before the offering of common shares. issued and outstanding.
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Number of shares outstanding 14,000,000 common shares will be issued
after the offering of common shares. and outstanding after this offering is
completed.
Minimum number of shares to be sold None.
in this offering
Market for the common shares There is no public market for the common
shares. The price per share is $0.03.
FITWAYVITAMINS may not be able to meet
the requirement for a public listing or
quotation of its common stock. Further,
even if FITWAYVITAMINS common stock is
quoted or granted listing, a market for
the common shares may not develop.
Use of proceeds FITWAYVITAMINS will receive all proceeds
from the sale of the common stock. If all
4,000,000 common shares being offered are
sold, the total gross proceeds to the
Company would be $120,000. The Company
intends to use the proceeds from this
offering (i) to pay for business travel
costs to South Africa estimated $10,000;
(ii) to pay for logo design and package
production costs, estimated at $35,000;
(iii) to cover initial production costs,
estimated at $18,000, (iv) to initiate
the Company's sales and marketing
campaign, estimated at $40,000; (v)
quality control costs, $8,000 and (vi)
administrative expenses estimated to cost
$3,300. The expenses of this offering,
including the preparation of this
prospectus and the filing of this
registration statement, estimated at
$5,700 are being paid for by
FITWAYVITAMINS
Termination of the offering The offering will conclude when all
4,000,000 shares of common stock have
been sold, or 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission. FITWAYVITAMINS may at its
discretion extend the offering for an
additional 90 days.
Terms of the offering The Company's president and sole director
will sell the common stock upon
effectiveness of this registration
statement.
You should rely only upon the information contained in this prospectus.
FITWAYVITAMINS has not authorized anyone to provide you with information
different from that which is contained in this prospectus. The Company is
offering to sell shares of common stock and seeking offers only in jurisdictions
where offers and sales are permitted. The information contained herein is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.
SUMMARY OF FINANCIAL INFORMATION
The following summary financial information for the periods stated
summarizes certain information from our financial statements included elsewhere
in this prospectus. You should read this information in conjunction with
Management's Plan of Operations, the financial statements and the related notes
thereto included elsewhere in this prospectus.
BALANCE SHEET AS OF OCTOBER 31, 2009
Total Assets $9,990
Total Liabilities $7,402
Stockholder's Equity $2,588
OPERATING DATA INCEPTION (SEPTEMBER 10, 2009)
THROUGH OCTOBER 31, 2009
Revenue $ 0.00
Net Loss $7,412
Net Loss Per Share N/A
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As shown in the financial statements accompanying this prospectus,
FITWAYVITAMINS has had no revenues to date and has incurred only losses since
its inception. The Company has had no operations and has been issued a "going
concern" opinion from their accountants, based upon the Company's reliance upon
the sale of our common stock as the sole source of funds for our 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.
The Company considers the following to be the most significant
material risks to an investor regarding this offering. FITWAYVITAMINS 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.
AUDITOR'S GOING CONCERN
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF FITWAYVITAMINS, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN.
In their audit report dated December 14, 2009; our auditors have
expressed an opinion that substantial doubt exists as to whether we can continue
as an ongoing business. Because our officers may be unwilling or unable to loan
or advance any additional capital to FITWAYVITAMINS, 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 plans. Due to the fact that there is no minimum
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 "October 31,
2009 Financial Statements - Auditors Report."
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors.
RISKS RELATED TO OUR FINANCIAL CONDITION
SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING
REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.
The Company anticipates increases in its operating expenses, without
realizing any revenues from its business activities. Within the next 12 months,
the Company will have costs related to: (i) business travel costs to South
Africa, (ii) logo design and package production costs, (iii) initial production
costs, (iv) sales and marketing campaign, (v) quality control costs, (vi)
administrative expenses and (vii) the expenses of this offering.
There is no history upon which to base any assumption as to the
likelihood that the Company will prove successful. We cannot provide investors
with any assurance that our product 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.
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IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT.
If we are not successful in earning revenues once we have started our
sales activities, we may require additional financing to sustain business
operations. Currently, we do not have any arrangements for financing and can
provide no assurance to investors that we will be able to obtain financing when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's ability to attract customers. These factors may
have an effect on the timing, amount, terms or conditions of additional
financing and make such additional financing unavailable to us. See "Description
of Business."
No assurance can be given that the Company will obtain access to
capital markets in the future or that financing, adequate to satisfy the cash
requirements of implementing our business strategies, will be available on
acceptable terms. The inability of the Company to gain access to capital markets
or obtain acceptable financing could have a material adverse effect upon the
results of its operations and upon its financial conditions.
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.
There is currently no public trading market for our common stock.
Therefore, there is no central place, such as a stock exchange or electronic
trading system, to resell your shares. If you do want to resell your shares, you
will have to locate a buyer and negotiate your own sale.
The offering price and other terms and conditions relative to the
Company's shares have been arbitrarily determined by us and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. Additionally, as the Company was formed on September 10, 2009 and has
only a limited operating history and no earnings, the price of the offered
shares is not based on its past earnings and 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.
INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN
THE ENTIRE LOSS OF YOUR INVESTMENT.
A purchase of the offered shares is highly speculative and involves
significant risks. The offered shares should not be purchased by any person who
cannot afford the loss of their entire investment. The business objectives of
the Company are also speculative, and it is possible that we could be unable to
satisfy them. The Company's shareholders may be unable to realize a substantial
return on their purchase of the offered shares, or any return whatsoever, 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.
BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE
ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN
IMMEDIATE LOSS.
The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. Additionally, 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.
The arbitrary offering price of $0.03 per common share as determined
herein is substantially higher than the net tangible book value per share of
FITWAYVITAMINS's common stock. FITWAYVITAMINS's assets do not substantiate a
share price of $0.03. This premium in share price applies to the terms of this
offering and does not attempt to reflect any forward looking share price
subsequent to the Company obtaining a listing on any exchange, or becoming
quoted on the OTC Bulletin Board.
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THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS
75,000,000 AUTHORIZED SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY.
The Company has 75,000,000 authorized shares, of which only 10,000,000
are currently issued and outstanding and only 14,000,000 will be issued and
outstanding after this offering terminates. The Company's management could,
without the consent of the existing shareholders, issue substantially more
shares, causing a large dilution in the equity position of the Company's current
shareholders. Additionally, large share issuances would generally have a
negative impact on the Company's 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 FOR INVESTORS' SUBSCRIPTIONS, IF WE
FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR
ENTIRE INVESTMENT.
Invested funds for this offering will not be placed in an escrow or
trust account. Accordingly, 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.
WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.
We do not anticipate paying dividends on our common stock in the
foreseeable future, but plan rather to retain earnings, if any, for the
operation, growth and expansion of our business.
AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR THE COMPANY'S SHARES, THEY
MAY BE EXTREMELY ILLIQUID.
If no market develops, the holders of our common stock may find it
difficult or impossible to sell their shares. Further, even if a market
develops, our common stock will be subject to fluctuations and volatility and
the Company cannot apply directly to be quoted on the NASDAQ Over-The-Counter
Bulletin Board (OTC). Additionally, the stock may be quoted or traded only to
the extent that there is interest by broker-dealers in acting as a market maker
in the Company's stock. Despite the Company's 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. The Company may consider pursuing a listing on the OTCBB
after this registration becomes effective and the Company has completed its
offering.
IN THE EVENT THAT THE COMPANY'S 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 SEVERLY AFFECT THE PRICE AND LIQUIDITY
OF THE COMPANY'S 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.
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SINCE OUR COMPANY'S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE
OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HER DECISIONS ARE CONTRARY TO
THEIR INTERESTS.
The Company's sole officer and director owns 100% of the outstanding
shares and will own over 71% after this offering is completed. As a result, she
may have control of the Company and be able to choose all of our directors. Her
interests may differ from those of the other stockholders. Factors that could
cause her 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 the Company.
All decisions regarding the management of the Company's affairs will be
made exclusively by her. Purchasers of the offered shares may not participate in
the management of the Company and therefore, are dependent upon her management
abilities. The only assurance that the shareholders of the company, including
purchasers of the offered shares, have that the Company's sole officer and
director will not abuse her discretion in executing the Company's 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. 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 abilities of the Company's management.
RISKS RELATED TO INVESTING IN OUR COMPANY
WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN SUSPENSION OR END OF
OUR OPERATIONS.
We were incorporated on September 10, 2009 and we have not realized any
revenues. We have very little 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, our ability to attract customers and to generate revenues through our
sales.
Based upon current plans, we expect to incur operating losses in future
periods because we will be incurring expenses and not generating revenues. We
cannot guarantee that we will be successful in generating revenues in the
future. Failure to generate revenues will cause us to go out of business.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE.
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
ability to generate enough working capital from future equity sales; the level
of commercial acceptance by the public of our products; fluctuations in the
demand for nutritional supplement products; the amount and timing of operating
costs and capital expenditures relating to expansion of our business,
operations, 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.
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BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS 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 and may not be able to make our product known to
potential customers. Because we will be limiting our marketing activities, we
may not be able to attract enough customers to operate profitably. If we cannot
operate profitably, we may have to suspend or cease operations.
AS THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS
ACTIVITIES, SHE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HER TIME TO THE
COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE.
Mrs. Wessels, our sole officer and director, has other business
interests and currently devotes approximately 10-15 hours per week to our
operations. Our operations may be sporadic and occur at times which are not
convenient to Mrs. Wessels, which may result in periodic interruptions or
suspensions of our business plan. If the demands of the Company's business
require the full business time of our sole officer and director, she is prepared
to adjust her timetable to devote more time to the Company's business. However,
she may not be able to devote sufficient time to the management of the Company's
business, which may result in periodic interruptions in implementing the
Company's plans in a timely manner. 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.
The Company is entirely dependent on the efforts of its sole officer
and director. Her departure or the loss of any other key personnel in the future
could have a material adverse effect on the business. The Company believes that
all commercially reasonable efforts have been made 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. The Company does not maintain key person life insurance on its sole
officer and director.
IT MAY BE IMPOSSIBILE TO HIRE ADDITIONAL EXPERIENCED PROFESSIONALS, IF
NECESSARY, AND WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Since our management does not have prior experience in the marketing of
nutritional products, we may need to hire additional experienced personnel to
assist us with the operations. If we need the additional experienced personnel
and we cannot hire them, we could fail in our plan of operations and have to
suspend operations or cease them entirely.
IN THE CASE IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE
SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.
In the event of the dissolution of the Company, the proceeds realized
from the liquidation of its assets, if any, will be distributed to the
shareholders only after the claims of the Company's creditors are satisfied. 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.
RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF
BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
FITWAYVITAMINS is a development stage company formed recently to carry
out the activities described in this prospectus and thus has only a limited
operating history upon which an evaluation of its prospects can be made. We were
incorporated on September 10, 2009 and to date have been involved primarily in
the creation of our business plan and we have transacted no business operations.
Thus, there is no internal or industry-based historical financial data upon
which to estimate the Company's planned operating expenses.
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The Company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of market factors,
including, among others, the dominance of other companies offering similar
products, the entry of new competitors into the nutritional supplements and
vitamin industry, our ability to attract, retain and motivate qualified
personnel, the initiation, renewal or expiration of our customer base, pricing
changes by the Company or its competitors, specific economic conditions in the
vitamin industry and general economic conditions. Accordingly, our future sales
and operating results are difficult 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 will result in
the complete loss of your investment.
COMPANY'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY.
The implementation of the Company's marketing strategy will depend on a
number of factors. These include our ability to establish a significant customer
base and maintain favorable relationships with customers and obtain adequate
financing on favorable terms in order to fund our business, maintain appropriate
procedures, policies and systems; hire, train and retain skilled employees and
to continue to operate within an environment of increasing competition. The
inability of the Company to manage any or all of these factors could impair our
ability to implement our business strategy successfully, which could have a
material adverse effect on the results of its operations and its financial
condition.
WE CURRENTLY RELY ON ONE SUPPLIER FOR OUR PRODUCTS. OUR ABILITY TO EARN REVENUES
COULD BE DISRUPTED IF WE ARE FORCED TO FIND ALTERNATE SUPPLIERS IF ANY OF OUR
SUPPLIERS DECIDE THEY NO LONGER DESIRE TO PROVIDE US WITH OUR PRODUCTS.
Our initial products will be supplied by African Dynamics Group. These
products will be our only potential source of revenue and we do not currently
have any other source for these products. We expect to rely on only one supplier
for our products and promotional services for the foreseeable future. In the
event that this supplier decides they no longer desire to provide products, we
may be forced to locate alternative suppliers. We cannot guarantee that we will
be able to obtain our products from alternative suppliers. Failure to obtain
alternative sources will disrupt our operations and hinder our ability to
generate revenues.
IF WE DO NOT HAVE ADEQUATE RESOURCES TO MARKET AND SELL OUR PRODUCTS AND COMPETE
SUCCESSFULLY WITH NUMEROUS RETAILERS, MANUFACTURERS AND WHOLESALERS, INCLUDING
ONLINE COMPANIES, OUR ABILITY TO ATTRACT CUSTOMERS WILL BE HARMED RESULTING IN
REDUCED REVENUES AND INCREASED OPERATING COSTS.
Some of our competitors may have greater access to capital than we do
and may use these resources to engage in aggressive advertising and marketing
campaigns. The current prevalence of aggressive advertising and promotion may
generate pricing pressures to which we must respond. We expect that competition
will continue to increase, primarily in the online market, because of the
relative ease with which new websites may be developed. The nature of the
Internet as an electronic marketplace may facilitate competitive entry and
comparison-shopping and may also render online commerce inherently more
competitive than traditional retailing formats. Increased competition may reduce
our gross margins, cause us to lose market share and decrease the value of the
FITWAYVITAMINS brand.
WE MAY BE LIABLE FOR PRODUCTS THAT WE SELL. ANY CLAIMS OR ADVERSE JUDGMENTS
AGAINST US MAY REDUCE OUR FINANCIAL RESOURCES OR HINDER OUR REPUTATION.
We face an inherent risk of exposure to product liability claims if the
use of our products results in illness or injury. If we do not have adequate
insurance or contractual indemnification, product liability claims could
significantly reduce our financial resources. Manufacturers and distributors of
vitamins, nutritional supplements and minerals have been named as defendants in
product liability lawsuits from time to time. The successful assertion or
settlement of an uninsured claim, a significant number of insured claims or a
claim exceeding the limits of any insurance coverage that we may acquire would
harm us by adding additional costs to our business and by diverting the
attention of our senior management from the operation of our business.
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BECAUSE WE DEPEND ON THIRD-PARTY SHIPPERS, WE MAY NOT BE ABLE TO DELIVER OUR
PRODUCTS IN A TIMELY MANNER WHICH MAY REDUCE OUR REVENUES.
All of our products will be delivered via third-party. Therefore, our
product distribution relies on third-party delivery services, including the
United States Postal Service, United Parcel Service and Federal Express. Strikes
by employees of those third party delivery services and other interruptions may
delay the timely delivery of customer orders, and customers may refuse to
purchase our products because of this loss of convenience. Those interruptions
or delays may decrease our revenues and hinder our reputation.
EXTENSIVE GOVERNMENTAL REGULATION COULD LIMIT OUR SALES OR ADD SIGNIFICANT
ADDITIONAL COSTS TO OUR BUSINESS.
There is little common law or regulatory guidance that clarifies the
manner in which government regulation impacts online sales. Governmental
regulation may limit our sales or add significant additional costs to our
business. The two principal federal agencies that regulate dietary supplements,
including vitamins, nutritional supplements and minerals, are the Food and Drug
Administration, or FDA, and the Federal Trade Commission or FTC. Among other
matters, FDA regulations govern claims that assert the health or nutritional
value of a product. Many FDA and FTC remedies and processes, including imposing
civil penalties and commencing criminal prosecution, are available under federal
statutes and regulations if product claims violate the law. Similar enforcement
action may also result from noncompliance with other regulatory requirements,
such as FDA labeling rules. The FDA also reviews some product claims that
companies must submit for agency evaluation and may find them unacceptable.
State, local and foreign authorities may also bring enforcement actions for
violations of these laws.
WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE.
The Company's growth strategy is substantially dependent upon its
ability to market its products successfully to prospective clients. However, its
planned products may not achieve significant acceptance. Such acceptance, if
achieved, may not be sustained for any significant period of time. Failure of
the Company's products to achieve or sustain market acceptance could have a
material adverse effect on our business, financial conditions and the results of
our operations.
THE COMPANY MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH.
The Company expects to experience continuous growth for the foreseeable
future. Its growth may place a significant strain on management, financial,
operating and technical resources. Failure to manage this growth effectively
could have a material adverse effect on the Company's financial condition or the
results of its operations.
RISKS RELATED TO INVESTING IN OUR BUSINESS
OUR PRODUCTS MAY NOT BE ABLE TO DISTINGUISH THEMSELF IN THE MARKET.
There are a wide range of companies that offer similar products. If we
are unable to distinguish our products and attract enough clients, it will
affect negatively our business.
THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST.
Because we are a small business, with limited assets, we are not able
to assume significant additional costs to operate. If we are unable to make any
necessary change in the Company structure, do the proper negotiations with the
suppliers or are faced with circumstances that are beyond our ability to afford,
we may have to suspend operations or cease them entirely which could result in a
total loss of your investment.
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GENERAL COMPETITION
We face intense competition in Internet and retail nutritional
supplement and vitamin sales. We compete with numerous retailers, manufacturers
and wholesalers, including other online companies as well as retail and catalog
sources. Most of our competitors may have greater access to capital than we do
and may use these resources to engage in aggressive advertising and marketing
campaigns. The current prevalence of aggressive advertising and promotion may
generate pricing pressures to which we must respond.
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 $0.03. The following table sets forth the uses of proceeds
assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities
offered for sale by the Company.
IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
GROSS PROCEEDS FROM THIS OFFERING $30,000 $60,000 $90,000 $120,000
LESS: OFFERING EXPENSES ========= ========= ========= ==========
Legal & Accounting 4,000 4,000 4,000 4,000
Printing 200 200 200 200
Transfer Agent 1,500 1,500 1,500 1,500
TOTAL $5,700 $5,700 $5,700 $5,700
LESS: GENERAL BUSINESS DEVELOPMENT
Business trips to South Africa expenses: $3,000 $5,000 $7,500 $15,000
TOTAL: $3,000 $5,000 $7,500 $15,000
LESS: LOGO DESIGN AND PACKAGES
Logo development: $5,000 $8,000 $10,000 $10,000
Design packages and packages production: $5,750 $15,500 $22,250 $30,000
TOTAL $10,750 $23,500 $32,250 $40,000
LESS: SALES & MARKETING
Online advertisement/Website/Hosting: $8,000 $10,000 $10,000 $10,000
Trade shows: - $10,000 $10,000 $10,000
TV advertisement: - - - $15,000 $28,000
TOTAL $8,000 $20,000 $35,000 $48,000
LESS: QUALITY CONTROL $2,000 $4,000 $7,000 $8,000
Lab analysis:
TOTAL $2,000 $4,000 $7,000 $8,000
LESS: ADMINISTRATION EXPENSES
Office supplies, Stationery, Telephone $550 $1800 $2,550 $3,300
TOTAL $550 $1,800 $2,550 $3,300
========= ========== ========= ==========
TOTALS $30,000 $60,000 $90,000 $120,000
The above figures represent only estimated costs.
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DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering
price and other terms and conditions relative to our shares have been
arbitrarily determined by FITWAYVITAMINS and do not bear any relationship to
assets, earnings, book value, or any other objective criteria of value. In
addition, 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.
DILUTION
The price of the current offering is fixed at $0.03 per share. This
price is significantly greater than the price paid by the Company's sole officer
and director for common equity since the Company's inception on September 10,
2009. The Company's sole officer and director paid $0.001 per share, a
difference of $0.029 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 $ 0.03
Net tangible book value per share before offering $ 0.00026
Potential gain to existing shareholders $ 120,000
Net tangible book value per share after offering $ 0.0083
Increase to present stockholders in net tangible book value per
share after offering $ 0.008
Capital contributions $ 120,000
Number of shares outstanding before the offering 10,000,000
Number of shares after offering held by existing stockholders 10,000,000
Percentage of ownership after offering 71.4%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
__________________________________________________________________________
Price per share $ 0.03
Dilution per share $ 0.0217
Capital contributions $ 120,000
Percentage of capital contributions 92.3%
Number of shares after offering held by public investors 4,000,000
Percentage of ownership after offering 28.6%
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
__________________________________________________________________________
Price per share $ 0.03
Dilution per share $ 0.023
Capital contributions $ 90,000
Percentage of capital contributions 90%
Number of shares after offering held by public investors 3,000,000
Percentage of ownership after offering 23%
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
__________________________________________________________________________
Price per share $ 0.03
Dilution per share $ 0.025
Capital contributions $ 60,000
Percentage of capital contributions 85.7%
Number of shares after offering held by public investors 2,000,000
Percentage of ownership after offering 16.6%
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PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD
__________________________________________________________________________
Price per share $ 0.03
Dilution per share $ 0.027
Capital contributions $ 30,000
Percentage of capital contributions 75%
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 9.1%
PLAN OF DISTRIBUTION
10,000,000 common shares are issued and outstanding as of the date of
this prospectus. The Company is registering an additional 4,000,000 shares of
its common stock for possible resale at the price of $0.03 per share. There is
no arrangement to address the possible effect of the offerings on the price of
the stock.
FITWAYVITAMINS will receive all proceeds from the sale of those shares.
The price per share is fixed at $0.03 until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. Prior to being quoted on the OTCBB, the Company may sell its
shares in private transactions to other individuals. Although our common stock
is neither listed nor quoted on a public exchange, we intend to seek quotation
on the Over The Counter Bulletin Board (OTCBB). In order to be quoted on the
OTCBB, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, which operates the OTCBB, nor
can there be any assurance that such an application for quotation will be
approved. However, sales by the Company must be made at the fixed price of $0.03
until a market develops for the stock.
The Company's shares may be sold to purchasers from time to time
directly by and subject to the discretion of the Company. Further, the Company
will not offer its shares for sale through underwriters, dealers, agents or
anyone who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Company and/or the purchasers of the shares
for whom they may act as agents. The shares sold by the Company may be
occasionally sold in one or more transactions, either at an offering price that
is fixed or that may vary from transaction to transaction depending upon the
time of sale. Such prices will be determined by the Company or by agreement
between both parties.
In order to comply with the applicable securities laws of certain
states, the securities will be offered or sold in those only if they have been
registered or qualified for sale; an exemption from such registration or if
qualification requirement is available and with which FITWAYVITAMINS has
complied.
In addition and without limiting the foregoing, the Company 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.
FITWAYVITAMINS will pay all expenses incidental to the registration of
the shares (including registration pursuant to the securities laws of certain
states).
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common
stock, par value $0.001 per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
* 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;
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* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
* and 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 Nevada 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, present stockholders will own approximately 71% of our outstanding
shares.
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 in our business operations.
ANTI-TAKEOVER PROVISIONS
Currently, we have no Nevada shareholders and since this offering will
not be made in the State of Nevada, no shares will be sold to its residents.
Further, we do not do business in Nevada directly or through an affiliate
corporation and we do not intend to do so. Accordingly, there are no
anti-takeover provisions that have the affect of delaying or preventing a change
in our control.
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, FITWAY will act as its own transfer agent.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus 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 the common stock was employed on
a contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in the registrant or any of its
parents or subsidiaries. Nor was any such person connected with the registrant
or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the
registration statement have been audited by De Joya Griffith & Company, LLC,
Certified Public Accountants & Consultants, 2580 Anthem Village Drive,
Henderson, NV 89052 to the extent and for the periods set forth in their report
appearing elsewhere herein and in the registration statement. The financial
statements are included in reliance on such report given upon the authority of
said firm as experts in auditing and accounting.
Diane D. Dalmy, 8965 W. Cornell Place Lakewood, Colorado 80227, our
independent legal counsel, has provided an opinion on the validity of our common
stock.
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DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
On September 10, 2009, Mrs. Margret Wessels, president and sole
director, incorporated the Company in the State of Nevada and established a
fiscal year end of October 31. FITWAYVITAMINS, INC. is a development-stage
company that intends to enter into the vitamin and nutritional supplement
industry. The Company intends to ultimately provide its own brand of vitamins
and nutritional supplements to its customers.
Our business office is located at 112 North Curry Street Carson City,
Nevada, 89703; our telephone number is (775)-321-8227 and our fax number is
(775) 306-0030. Our United States and registered statutory office is located at
112 North Curry Street Carson City, Nevada, 89703, telephone number.
(775)-882-1013.
The Company has not yet implemented its business model and to date has
generated no revenues.
FITWAYVITAMINS has no plans to change its business activities or to
combine with another business and is not aware of any circumstances or events
that might cause this plan to change.
MARKET OPPORTUNITY
INDUSTRY
FITWAYVITAMINS believes that the primary trend driving the growth in
the vitamin and nutritional supplements industry is the aging U.S. population.
The total U.S. population of people 50 and older is expected to increase to 115
million people in 2018 from 94 million people in 2008, a CAGR of 2.1%, which is
more than twice the overall population growth rate. The aging Baby Boomer
generation comprises a significant and increasing part of the 50 and older
population.
According to the Nutrition Business Journal (NBJ), sales of nutritional
supplements in the United States in 2008 were approximately $25.2 billion
representing a 4.9% CAGR between 2001 and 2008. The U.S. nutritional supplement
category is comprised of vitamins ($8.5 billion), herbs / botanicals ($4.8
billion), specialty / other ($4.5 billion), meal supplements ($2.6 billion),
sports nutrition ($2.7 billion) and minerals ($2.1 billion). The NBJ forecasts
4.5% average annual growth for U.S. nutritional supplement sales through 2014
driven primarily by consumption by the over 50 demographic, including Baby
Boomers who seek to improve their health and wellness and treat and prevent
disease and illness cost effectively.
According to the NBJ, sports nutrition products represented
approximately 10.8% of the total U.S. nutritional supplement industry in 2008.
We believe our sports nutrition offering emphasizes products such as protein
powders which will appeal to our customers' emphasis on health and wellness
rather than products taken in conjunction with a body building regimen. From
2009 to 2014, the sports nutrition product category is expected to grow at a
5.5% CAGR, representing the second fastest growing product category in the
nutritional supplements industry.
According to Mindbranch, the nutritional supplements market was valued
at over $68 billion worldwide and demand is expected to grow about 12 percent by
2011. We believe that an industry of this size, with such strong future
potential attracts a lot of attention and provides an excellent environment in
which to develop our Company.
DESCRIPTION OF OUR PRODUCTS
Sports Nutrition Products.
Our first product offering will be sports nutrition products which are food and
dietary supplements designed to be taken in conjunction with a fitness program.
Management believes that these products, which initially include protein and
weight gain powders and Protein Bars will appeal to consumers who are engaged in
regular exercise, including athletes who are in training to gain weight and
develop their physique.
19
Our Protein powders will be:
o Whey Isolate based
o Low Carbohydrate Formula
o Cla infused to help support burning stored fat
o Superior Amino Acid profile to help build muscle.
Our Protein Bars/Cookies will be:
o Pure premium grade whey protein isolate
o Contain superior, Amino acids which boosts immune response and boosts
anabolic activity
o Infused with a range of multi vitamins and minerals
Vitamins and Mineral Products
Management believes that Vitamins and minerals products will be added to our
product line soon after we generate revenues from our sports nutrition products.
Vitamins and minerals are commonly sold in single vitamin and multi- vitamin
form, and in different potency levels. Our vitamin and mineral products will be
produced in tablets, soft gelatin and hard-shell capsules and powder forms. We
will obtain our products from nationally known suppliers like; Twin
Laboratories, Inc. and Natrol, Inc. We have no written agreements with our
suppliers. These vitamins and nutritional products include acidophilus, amino
acid products, antioxidants, B-Complex vitamins, Vitamin C products, Vitamin E
products, Vitamins, A,D, and K, Bee products, beta carotene, calcium products,
chondroitin/glucosamine, chromium, coenzyme Q-10, cranberry products,
Echinacea/goldenseal, EPA and Fish oils, evening primrose, linseed, garlic,
ginkgo biloba, ginseng, Grapeseed/pycnogenol, L-Carnitine, Lecithin, Milk
Thistle, Mineral products, MSM products, multiple vitamins, saw palmetto,
selenium, shark cartilage, and St. John's Wort.
COMPETITIVE ADVANTAGES
We are a company concerned about our clients' health and well-being.
Our products will be chemical and peanut free. We will sell our products on the
internet that will lower the cost per item.
Because our products will be produced initially in South Africa our
production cost will be low and it will allow us to offer our products at a very
competitive price.
Our sports nutrition products will be laboratory tested to assure
quality and safety so that our customers will be certain they are getting the
highest grade whey isolate.
MARKETING
Our marketing strategy consists of three stages. The first stage
intends to develop our website and launch Internet campaign to build awareness
of our brand. During the first stage, we plan to sell sports nutrition products
below retail pricing from our web site. We intend to use these products as a
lost leader to enable rapid market attention and have the purchasing public
associate our web site with great products at a great price. We do not intend to
profit from our initial marketing campaign to generate initial web site traffic.
Once we have obtained steady sales traffic on our site (estimated to take 120
days following the closing of this offering), we will initiate the second stage
of our strategy.
For the second stage of our strategy we intend to enhance and improve
our website by making it easier to use, introduce vitamin and mineral products
and we plan to further develop name awareness by submitting our website to
search engines at an estimated cost of approximately $250 per month (estimated
to be complete in 240 days following the closing of this offering).
The third stage of our strategy is to extend our brand awareness by
expanding our marketing efforts to other media venues such as the home shopping
network. We plan to attend health shows throughout the U.S.A. and if finances
allow, we plan to have an exposition booth in these shows in order to introduce
our products (estimated to be completed within 360 days following the closing of
this offering).
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INTELLECTUAL PROPERTY
We intend, in due course, subject to legal advice, to apply for
trademark protection and/or copyright protection in the United States, Canada,
and other jurisdictions.
We intend to aggressively assert our rights trademark and copyright
laws to protect our intellectual property, including product design, product
research and concepts and recognized trademarks. These rights are protected
through the acquisition of trademark registrations, the maintenance of
copyrights, and, where appropriate, litigation against those who are, in our
opinion, infringing these rights.
While there can be no assurance that registered trademarks and
copyrights will protect our proprietary information, we intend to assert our
intellectual property rights against any infringer. Although any assertion of
our rights can result in a substantial cost to, and diversion of effort by, our
company, management believes that the protection of our intellectual property
rights is a key component of our operating strategy.
REGULATORY MATTERS
We are unaware of and do not anticipate having to expend significant
resources to comply with any governmental regulations of the vitamin and
nutritional supplement industry. We are subject to the laws and regulations of
those jurisdictions in which we plan to sell our product, 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.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
As the date of this prospectus, FITWAYVITAMINS has no permanent staff
other than its sole officer and director, Mrs. Margret Wessels, who is the
President and director of the Company. Mrs. Margret Wessels is employed
elsewhere and has the flexibility to work on FITWAYVITAMINS up to 15 hours per
week. She is prepared to devote more time to our operations as may be required.
She is not being paid at present.
There are no employment agreements in existence. The Company presently
does not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, the Company may adopt plans in the future.
Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial servicing. Once the
Company begins building its Internet website, the Company will hire an
independent consultant to build the site.
ENVIRONMENTAL LAWS
We have not incurred and do not anticipate incurring any expenses
associated with environmental laws.
AVAILABLE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under
the Securities Act with respect to the common stock offered hereby. This
prospectus, which constitutes part of the registration statement, does not
contain all of the information set forth in the registration statement and the
exhibits and schedule thereto, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information regarding our
common stock and our company, please review the registration statement,
including exhibits, schedules and reports filed as a part thereof. Statements in
this prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
We are also subject to the informational requirements of the Exchange
Act which requires us to file reports, proxy statements and other information
with the SEC. Such reports, proxy statements and other information along with
the registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E,
Washington D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the SEC at prescribed rates. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we file documents electronically with the SEC, you may also obtain
this information by visiting the SEC's Internet website at http://www.sec.gov.
21
REPORTS TO SECURITY HOLDERS
After we complete this offering, we will not be required to furnish you
with an annual report. Further, we will not voluntarily send you an annual
report. We will be required to file reports with the SEC under section 13 (a) or
15 (d) of the Securities Act. The reports will be filed electronically. The
reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read
copies of any materials we file with the SEC at the SEC's Public Reference Room
or visiting the SEC's Internet website (see "Available Information" above).
LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
FINANCIAL STATEMENTS
Our fiscal year end is October 31, 2009. We will provide audited
financial statements to our stockholders on an annual basis; as prepared by an
Independent Certified Public Accountant.
22
DEJOYA GRIFFITH & COMPANY, LLC
__________________________________________
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders
Fit Way Vitamins, Inc.
BC, Canada V7E 2G2
We have audited the accompanying balance sheet of FITWAYVITAMINS, INC. (A
Development Stage Enterprise) as of October 31, 2009, and the related statement
of operations, stockholder's equity, and cash flows from inception (September
10, 2009) to October 31, 2009. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FITWAYVITAMINS, INC. (A
Development Stage Enterprise) as of October 31, 2009, and the results of their
operations and cash flows from inception (September 10, 2009) to October 31,
2009 in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ DE JOYA GRIFFITH & COMPANY, LLC
___________________________________
De Joya Griffith & Company, LLC
Henderson, Nevada
December 14, 2009
________________________________________________________________________________
2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 563-1600 Facsimile (702) 920-8049
23
FITWAYVITAMINS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
OCTOBER 31, 2009
24
FITWAYVITAMINS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(AUDITED)
October 31, 2009
________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 9,990
________________________________________________________________________________
TOTAL CURRENT ASSETS 9,990
________________________________________________________________________________
TOTAL ASSETS $ 9,990
================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,000
Due to related party 1,402
________________________________________________________________________________
TOTAL CURRENT LIABILITIES 7,402
________________________________________________________________________________
TOTAL LIABILITIES
________________________________________________________________________________
STOCKHOLDER'S EQUITY
Capital stock (Note 3)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,000,000 shares of common stock 10,000
Deficit accumulated during the exploration stage (7,412)
________________________________________________________________________________
Total stockholder's equity 2,588
________________________________________________________________________________
Total Liabilities and Stockholder's Equity $ 9,990
================================================================================
The accompanying notes are an integral part of these financial statements
25
FITWAYVITAMINS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(AUDITED)
From Inception
(September 10, 2009)
to October 31, 2009
________________________________________________________________________________
EXPENSES
Office and general $ (1,412)
Professional fees (6,000)
________________________________________________________________________________
Net loss $ (7,412)
================================================================================
BASIC NET LOSS PER COMMON SHARE $ 0.00
================================================================================
WEIGHTED AVERAGE NUMBER OF BASIC
COMMON SHARES OUTSTANDING 10,000,000
================================================================================
The accompanying notes are an integral part of these financial statements
26
FITWAYVITAMINS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FROM INCEPTION (SEPTEMBER 10, 2009) TO OCTOBER 31, 2009
Deficit
Common Stock Accumulated
_______________________ Additional During the
Number of Paid-in Exploration
shares Amount Capital Stage Total
______________________________________________________________________________________________________________
Common stock issued for cash at $0.001
per share
- October 7, 2009 10,000,000 $ 10,000 $ - $ - $ 10,000
Net loss - - - (7,412) (7,412)
______________________________________________________________________________________________________________
Balance, October 31, 2009, audited 10,000,000 $ 10,000 $ - $ (7,412) $ 2,588
==============================================================================================================
The accompanying notes are an integral part of these financial statements
27
FITWAYVITAMINS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(AUDITED)
From Inception
(September 10, 2009)
to October 31, 2009
________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (7,412)
Changes in assets and liabilities
Increase in accrued expenses 6,000
NET CASH USED IN OPERATING ACTIVITIES (1,412)
________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Due to related party 1,402
Proceeds from sale of common stock 10,000
________________________________________________________________________________
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,402
________________________________________________________________________________
NET INCREASE IN CASH 9,990
CASH, BEGINNING OF PERIOD -
________________________________________________________________________________
CASH, END OF PERIOD $ 9,990
================================================================================
Supplemental cash flow information and noncash
financing activities:
Cash paid for:
Interest $ -
================================================================================
Income taxes $ -
================================================================================
28
FITWAY VITAMINS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
OCTOBER 31, 2009
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Fitwayvitamins, Inc. ("Company") is in the initial development stage and has
incurred losses since inception totaling ($7,412). The Company was incorporated
on September 10, 2009 in the State of Nevada and established a fiscal year end
at October 31. The Company is a development stage company as defined in FASB ASC
915-10, "Development Stage Entities", organized to supply vitamin supplements.
All activities of the Company to date relate to its organization, initial
funding and share issuances.
The Company has evaluated subsequent events through December 14, 2009, the date
which the financial statements were available to be issued. The Company has
determined that there were no such events that warrant disclosure or recognition
in the financial statements.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have material assets, nor
does it have operations or a source of revenue sufficient to cover its operation
costs giving substantial doubt for it to continue as a going concern. The
Company has a deficit accumulated since inception (September 10, 2009) through
October 31, 2009 of ($7,412). The Company will be dependent upon the raising of
additional capital through placement of our common stock in order to implement
its business plan, or merge with an operating company. There can be no assurance
that the Company will be successful in either situation in order to continue as
a going concern. The officers and directors have committed to advancing certain
operating costs of the Company.
The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amount and classification of liabilities that might
result from this uncertainty. The Company is funding its initial operations by
way of issuing Founder's shares. As of October 31, 2009, the Company had issued
10,000,000 Founder's shares at $0.001 per share for net funds to the Company of
$10,000.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
BASIS OF PRESENTATION
The financial statements present the balance sheet, statements of operations,
stockholder's equity and cash flows of the Company. These financial statements
are presented in United States dollars and have been prepared in accordance with
accounting principles generally accepted in the United States.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
29
FITWAY VITAMINS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
OCTOBER 31, 2009
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
INCOME TAXES
The Company follows the liability method of accounting for income taxes in
accordance with FASB ASC 740-10 "Income Taxes". Under this method, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax balances. Deferred tax
assets and liabilities are measured using enacted or substantially enacted tax
rates expected to apply to the taxable income in the years in which those
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the date of enactment
or substantive enactment.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
SHARE BASED EXPENSES
In December 2004, the Financial Accounting Standards Board ("FASB") issued FASB
ASC 718-10, "Compensation- Stock Compensation." This statement requires a public
entity to expense the cost of employee services received in exchange for an
award of equity instruments. This statement also provides guidance on valuing
and expensing these awards, as well as disclosure requirements of these equity
arrangements. The Company adopted FASB ASC 718-10 upon creation of the company
and expenses share based costs in the period incurred.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of FASB ASC 810-05, "Fair Value Measurement
and Disclosure," the Company has determined the estimated fair value of
financial instruments using available market information and appropriate
valuation methodologies. The fair value of financial instruments classified as
current assets or liabilities approximate their carrying value due to the
short-term maturity of the instruments.
30
FITWAY VITAMINS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
OCTOBER 31, 2009
________________________________________________________________________________
NOTE 3 - CAPITAL STOCK
________________________________________________________________________________
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.
On October 7, 2009, a director of the Company purchased 10,000,000 shares of the
common stock in the Company at $0.001 per share for $10,000.
As of October 31, 2009, the Company has not granted any stock options and has
not recorded any stock-based compensation.
NOTE 4 - INCOME TAXES
________________________________________________________________________________
As of October 31, 2009, the Company had net operating loss carry forwards of
$7,412 that may be available to reduce future years' taxable income through
2029. Future tax benefits which may arise as a result of these losses have not
been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carry-forwards.
Components of net deferred tax assets, including a valuation allowance, are as
follows at October 31, 2009
2009
_________
Deferred tax assets:
Net operating loss carry forward $ 7,412
_________
Total deferred tax assets 2,595
Less: valuation allowance (2,595)
_________
Net deferred tax assets $ -
=========
The valuation allowance for deferred tax assets as of October 31, 2009 was
$2,595. In assessing the recovery of the deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income in the
periods in which those temporary differences become deductible. Management
considers the scheduled reversals of future deferred tax assets, projected
future taxable income, and tax planning strategies in making this assessment. As
a result, management determined it was more likely than not the deferred tax
assets would be realized as of October 31, 2009.
31
FITWAY VITAMINS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
OCTOBER 31, 2009
________________________________________________________________________________
NOTE 4 - INCOME TAXES (CONTINUED)
________________________________________________________________________________
Reconciliation between the statutory rate and the effective tax rate is as
follows at October 31, 2009:
2009
_________
Federal statutory tax rate (35.0)%
Permanent difference and other 35.0 %
_________
Effective tax rate - %
=========
NOTE 5 - RELATED PARTY TRANSACTION
________________________________________________________________________________
As of October 31, 2009, the Company received advances from a Director in the
amount of $1,402 to pay for incorporation costs. The amounts due to the related
party are unsecured and non-interest bearing with no set terms of repayment.
32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This section of the Registration Statement 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 which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from our
predictions.
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this
registration statement, our company must raise capital and start its sales. We
aim to raise the capital by investors investing in our startup company. The
first stage of our operations over this period would be to get our manufacturers
initially in South Africa and subsequently in China and India to give us sample
products to take to testing labs in US to ensure the products meet our high
standards. Next, we intend to finish the product containers and packaging and
printing all the ingredients on the labels. We will then finish the web site and
have all the pictures and flash done to really market our Superior product. We
should complete this stage at about 120 days following the closing of this
offering.
During the second stage of operations, we will contact experts in the
field of online search optimization so that when ever some one "googles" the
words like nutrition or protein powder, we come up second or third on the search
page. During this stage, will intend to introduce new products and enhance our
website. We should complete this stage at about 240 days following the closing
of this offering.
This should start to generate income and allow us to participate in
health expos all over North America talking about health, wellness and
nutrition. We expect that sufficient income will be generated within 300 days
following the closing of this offering.
We will continue to market aggressively in North America and globally
via the internet. We anticipate that at 360 days following the closing of this
offering, we should be generating enough income to market our products on TV.
RESULTS OF OPERATIONS
For the period from inception through October 31, 2009, we had no
revenue. Expenses for the period totaled $7,412 resulting in a Net loss of
$7,412.
CAPITAL RESOURCES AND LIQUIDITY
As of October 31, 2009, we had $9,990 in cash.
Our auditors have issued a "going concern" opinion, meaning that there
is substantial doubt if we can continue as an on-going business for the next
twelve months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year.
33
Management believes that if subsequent private placements are
successful, we will generate sales revenue within the following twelve months
thereof. However, additional equity financing may not be available to us on
acceptable terms or at all, and thus we could fail to satisfy our future cash
requirements.
We are highly dependent upon the success of the anticipated private
placement offering described herein. Therefore, the failure thereof would result
in need to seek capital from other resources such as debt financing, which may
not even be available to the company. However, if such financing were available,
because we are a development stage company with no operations to date, it would
likely have to pay additional costs associated with high risk loans and be
subject to an above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing. If the company
cannot raise additional proceeds via a private placement of its common stock or
secure debt financing, it would be required to cease business operations. As a
result, investors would lose all of their investment.
We do not anticipate researching any further products or services nor
the purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees.
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. The company's sole officer and director, Mrs. Margret Wessels
has indicated that she may be willing to provide funds required to maintain the
reporting status in the form of a non-secured advance for the next twelve months
as the expenses are incurred if no other proceeds are obtained by the company.
However, there is no contract in place or written agreement securing this
agreement. 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.
OFF-BALANCE SHEET ARRANGEMENTS
Other than the above described situation, the company has no
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect or change on the company's financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the company is a party, under
which the company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants
regarding our accounting, financial disclosures or any other matter.
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
Our sole director serves until her successor is elected and qualified.
Our sole officer is elected by the Board of Directors to a term of one (1) year
and serves until her successor is duly elected and qualified, or until she is
removed from office. The Board of Directors has no nominating or compensation
committees. The company's current Audit Committee consists of our sole officer
and director.
34
The name, address, age and position of our present sole officer and
director is set forth below:
NAME AGE POSITION(S)
Margret Wessels 70 President, Secretary/ Treasurer,
Chief Financial Officer and
Chairman of the Board of Directors.
The person named above has held her offices/positions since inception
of our company and is expected to hold her offices/positions at least until the
next annual meeting of our stockholders.
BUSINESS EXPERIENCE
Mrs. Margret Wessels is 70 years of age. She has taught High School in
South Africa for 15 years and was subsequently appointed as a lecturer at the
Bloemfontein College of Education in 1978. In 1997, International Thomson
Publishers published a didactics text book written by Mrs. Wessels. Oxford
University Press, Southern Africa they published the Second Edition in 2007. In
2001 Mrs. Wessels was appointed as a first Education Specialist in the Free
State Department of Education and retired in September 2004. Mrs. Wessels has a
BA (Honours) degree, a Licentiate in Speech and Drama, and a Higher Education
Diploma.
CONFLICTS OF INTEREST
At the present time, the company does not foresee any direct conflict
between Mrs. Wessels' other business interests and her involvement in
FITWAYVITAMINS,INC.
EXECUTIVE COMPENSATION
FITWAYVITAMINS has made no provisions for paying cash or non-cash
compensation to its sole officer and director. No salaries are being paid at the
present time, and none 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 through October 31, 2009.
SUMMARY COMPENSATION TABLE
________________________________________________________________________________________________________________
Non-Equity Nonqualified
Name and Stock Option Incentive Plan Deferred All Other
principal Salary Bonus Awards Awards Compensation Compensation Compensation Total
position Year ($) ($) ($) ($) ($) Earnings ($) ($) ($)
________________________________________________________________________________________________________________
MARGRET WESSELS 2009 0 0 0 0 0 0 0 0
President
________________________________________________________________________________________________________________
35
We did not pay any salaries in 2009. We do not anticipate beginning to
pay salaries until we have adequate funds to do so. There are no other stock
option plans, retirement, pension, or profit sharing plans for the benefit of
our officer and director other than as described herein.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The table below summarizes all unexercised options, stock that has not
vested, and equity incentive plan awards for each named executive officer as of
October 31, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
_________________________________________________________________________________________________________________________________
OPTION AWARDS STOCK AWARDS
_________________________________________________________________________________________________________________________________
NAME NUMBER OF NUMBER OF EQUITY OPTION OPTION NUMBER OF MARKET EQUITY EQUITY
SECURITIES SECURITIES INCENTIVE EXERCISE EXPIRATION SHARES OR VALUE OF INCENTIVE INCENTIVE
UNDER- UNDER- PLAN PRICE DATE UNITS OF SHARES OR PLAN PLAN
LYING LYING AWARDS: ($) STOCK THAT UNITS OF AWARDS: AWARDS:
UNEXERCISED UNEXERCISED NUMBER OF HAVE NOT STOCK THAT NUMBER OF MARKET OR
OPTIONS OPTIONS SECURITIES VESTED HAVE NOT UNEARNED PAYOUT VALUE
(#) (#) UNDERLYING (#) VESTED SHARES,UNITS OF UNEARNED
EXERCISE- UNEXERCISE- UNEXCER- (#) OR OTHER SHARES, UNITS
ABLE ABLE CISED RIGHTS THAT OR OTHER
UNEARNED HAVE NOT RIGHTS THAT
OPTIONS VESTED HAVE NOT
(#) (#) VESTED
(#)
_________________________________________________________________________________________________________________________________
MARGRET
WESSELS - - - - - - - - -
_________________________________________________________________________________________________________________________________
There were no grants of stock options since inception to the date of
this Prospectus.
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.
The Board of Directors of the Company has not adopted a stock option
plan. The company has no plans to adopt it 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. FITWAYVITAMINS may
develop an incentive based stock option plan for its officers and directors and
may reserve up to 10% of its outstanding shares of common stock for that
purpose.
STOCK AWARDS PLAN
The company has not adopted a Stock Awards Plan, but may do so in the
future. The terms of any such plan have not been determined.
36
DIRECTOR COMPENSATION
The table below summarizes all compensation awarded to, earned by, or
paid to our directors for all services rendered in all capacities to us for the
period from inception (September 10, 2009) through October 31, 2009.
DIRECTOR COMPENSATION
Fees
Earned Non-Equity Non-Qualified
or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
_________________________________________________________________________________________
MARGRET
WESSELS 0 0 0 0 0 0 0
_________________________________________________________________________________________
At this time, FITWAYVITAMINS has not entered into any employment
agreements with its sole officer and director. If there is sufficient cash flow
available from our future operations, the company may enter into employment
agreements with our sole officer and director or future key staff members.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 this 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.
Percentage Percentage Percentage Percentage
of of of of
Name and Ownership Ownership Ownership Ownership
Address Amount and Assuming Assuming Assuming Assuming
Beneficial Nature of all of the 75% of the 50% of the 25% of the
Title of Owner Beneficial Percent of Shares are Shares are Shares are Shares are
Class [1] Owner Class Sold Sold Sold Sold
_________________________________________________________________________________________________________
Common Margret Wessels 10,000,000 100% 71.4% 76.9% 83.3% 90.9%
Stock 16 Morgan St
Dan Pienaar,
Bloemfontein
9301
South Africa
All Officers 10,000,000 100% 71.4% 76.9% 83.3% 90.9%
and 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, by virtue of his direct and indirect stock holdings.
Mrs. Wessels is the only "promoter" of our company.
37
Our sole officer and director will continue to own the majority of our
common stock after the offering, regardless of the number of shares sold. Since
she will continue to control the Company after the offering, investors will be
unable to change the course of the operations. Thus, the shares we are offering
lack the value normally attributable to voting rights. This could result in a
reduction in value of the shares you own because of their ineffective voting
power. None of our common stock is subject to outstanding options, warrants, or
securities convertible into common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 7, 2009, we issued a total of 10,000,000 shares of common
stock to Mrs. Margret Wessels, our sole officer and director, for total cash
consideration of $10,000. This was accounted for as a purchase of common stock,
all of which are restricted securities, as defined in Rule 144 of the Rules and
Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the
shares can be publicly sold, subject to volume restrictions and restrictions on
the manner of sale, commencing one year after their acquisition. Under Rule 144,
a shareholder can sell up to 1% of total outstanding shares every three months
in brokers' transactions. Shares purchased in this offering, which will be
immediately resalable, and sales of all of our other shares after applicable
restrictions expire, could have a depressive effect on the market price, if any,
of our common stock and the shares we are offering.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our director and officer is indemnified as provided by the Nevada
Statutes and our Bylaws. We have agreed to indemnify each of our directors and
certain officers against certain liabilities, including liabilities under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our 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.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
38
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Independently of whether or not all shares are sold, the estimated expenses of
the offering, all of which are to be paid by the company, are as follows:
Legal and Accounting $ 4,000
SEC Filing Fee $ 5
Printing $ 200
Transfer Agent $ 1,500
_______
TOTAL $ 5,705
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of incorporation and Bylaws provide that we will indemnify
an officer, director, or former officer or director, to the full extent
permitted by law. We have been advised that in the opinion of the Securities and
Exchange Commission indemnification for liabilities arising under the Securities
Act of 1933 is against public policy as expressed in the Securities Act of 1933,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.
RECENT SALES OF UNREGISTERED SECURITIES
FITWAYVITAMINS is authorized to issue up to 75,000,000 shares of common
stock with a par value of $0.001. The company is not listed for trading on any
securities exchange in the United States and there has been no active market in
the United States or elsewhere for the common shares.
During the past year, the Company has sold the following securities
which were not registered under the Securities Act of 1933, as amended:
OCTOBER 7, 2009
We have issued 10,000,000 common shares to our sole officer and
director for total consideration of $10,000, or $0.001 per
share.
We have spent a portion of the above proceeds to pay for costs
associated with this prospectus and expect the balance of the proceeds to be
mainly applied to further costs of this prospectus and administrative costs.
We shall report the use of proceeds on our first periodic report filed
pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective
date of this Registration Statement and thereafter on each of our subsequent
periodic reports through the later of disclosure of the application of all the
offering proceeds, or disclosure of the termination of this offering.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DOCUMENT DESCRIPTION
3(i) Articles of Incorporation
3(ii) By-laws
5 Opinion re: legality
23 Consent of experts and counsel
DESCRIPTION OF EXHIBITS
EXHIBIT 3(i)
Articles of Incorporation of FITWAYVITAMINS, INC., dated September 10, 2009.
EXHIBIT 3(ii)
Bylaws of FITWAYVITAMINS, INC. approved and adopted on September 10, 2009.
EXHIBIT 5
Opinion of Diane Dalmy 1775 Sherman Street Suite 2015 Denver, CO 80203 dated
__________, regarding the legality of the securities being registered.
EXHIBIT 23
Consent of De Joya Griffith & Company, LLC, Certified Public Accountants &
Consultants, 2580 Anthem Village Drive, Henderson, NV 89052, dated December 14,
2009, regarding the use in this Registration Statement of their report of the
auditors and financial statements of FITWAYVITAMINS, INC. for the period ending
October 31, 2009.
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UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 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 change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. For the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: the undersigned registrant undertakes that in a primary
offering of the securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
5. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by itself is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Fort Erie, Province of
Ontario, Canada on this Thirtieth day of May, 2008.
FITWAYVITAMINS, INC.
/s/ MARGRET WESSELS
_____________________________________
Margret Wessels
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
/s/ MARGRET WESSELS
_____________________________________
Margret Wessels
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
DATE: January 28, 2010
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