Attached files
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EX-3.2 - Flagship Global Corp | v177764_ex3-2.htm |
EX-5.1 - Flagship Global Corp | v177764_ex5-1.htm |
EX-4.1 - Flagship Global Corp | v177764_ex4-1.htm |
EX-3.1 - Flagship Global Corp | v177764_ex3-1.htm |
EX-23.1 - Flagship Global Corp | v177764_ex23-1.htm |
EX-99.1 - Flagship Global Corp | v177764_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NL
ONE CORPORATION
(Exact
name of Registrant as specified in its charter)
Nevada
|
N/A
|
26-4033740
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation)
|
Identification
No.)
|
|
3600
– Electronic & Other
Electrical
Equipment
|
0001486640
|
|
(Standard
Industrial
|
(Central
Index Key)
|
|
Classification)
|
5348
Vegas Drive
Las
Vegas, NV 89108
(Address
of principal executive offices, including zip code)
(702)
871-8678
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
With
a copy to:
Andrew
J. Befumo, Esq.
Befumo
& Schaeffer, PLLC
2020
Pennsylvania Avenue #840
Washington,
DC 20006
Phone:
(202) 725-6733
Fax:
(202) 478-2900
Approximate
Date of Commencement of Proposed Sale to Public: As soon as practicable after
the effective date of this Registration Statement.
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: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462 (b) 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. o
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. o
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. o
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.
Accelerated filer o
|
|
Smaller Reporting Company x
|
|
(Do
not check if a smaller reporting company)
|
Calculation
of Registration Fee
Title of Each
Class of
Securities to be
Registered
|
Amount to be
Registered
|
Proposed
Maximum
Offering Price
Per Unit
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration
Fee (1)
|
||||||||||||
Common
Stock offered by Company
|
4,000,000 | $ | 0.02 | $ | 80,000 | $ | 5.70 | |||||||||
Common
Stock offered by the Selling Shareholders
|
14,880,000 | $ | 0.02 | $ | 297,600 | $ | 21.22 | |||||||||
TOTAL
|
18,880,000 | $ | 0.02 | $ | 377,600 | $ | 26.92 |
(1)
Estimated solely for the purposes of calculating the registration fee under Rule
457.
The
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this registration 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 Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
PROSPECTUS
NL
ONE CORPORATION
18,880,000
Shares of Common Stock
$0.02
PER SHARE
NL One
Corporation (the “Company” or “Registrant”) is offering up to 4,000,000 shares
of its common stock, and the Selling Shareholders are offering 14,880,000 shares
of the Company’s common stock. The Company will not receive any
proceeds from the sale of shares by the Selling Shareholders. This is our
initial public offering and no public market currently exists for our
shares. The initial public offering price for our common shares will
be $0.02. (The offering of the Shares may be referred to herein as the
"Offering.") The Selling Shareholders will sell their shares at a
price per share of $0.02 until our shares are quoted on the Over the Counter
Bulletin Board (OTCBB) and thereafter at prevailing market prices or in
privately negotiated transactions. While we plan to have our shares
listed on the OTCBB, there is no assurance that our shares will be approved for
listing on the OTCBB or any other listing service or exchange.
Offering
of the Company Shares
The
Company Shares are being offered on a best efforts basis by Diane L. Harder, our
president and director, in a direct public offering, without any involvement of
underwriters or broker-dealers. Our director will not receive any commissions or
proceeds from the offering for selling shares on our behalf. The
offering price of the Company Shares is $0.02 per share. In the event that
2,000,000 shares are not sold within 180 days, at our sole discretion, we may
extend the offering for an additional 90 days. In the event that 2,000,000
shares are not sold within the 180 days, or within the additional 90 days if
extended, all money received by us will be promptly returned to you without
interest or deduction of any kind. If at least 2,000,000 shares are sold within
180 days, or within the additional 90 days, if extended, all money received by
us will be retained by us and there will be no refund. Funds will be held in a
separate account at Wachovia Bank, N.A., 795 Nalles Mill Road, Culpeper, VA
22701. The foregoing account is not an escrow, trust or similar account. It is
merely a separate account under our control where we will segregate your
funds.
2
There is
no minimum purchase requirement and there are no arrangements to place the funds
in an escrow, trust or similar account.
Investing
in our common stock involves risks. See "Risk Factors" starting at Page
7.
Offering Price
|
Expenses
|
Proceeds to Us
|
||||||||||
Per
Share – minimum
|
$ | 0.02 | $ | 0.00625 | $ | 0.01375 | ||||||
Per
Share – maximum
|
$ | 0.02 | $ | 0.0032 | $ | 0.0168 | ||||||
Minimum
|
$ | 40,000 | $ | 12,500 | $ | 27,500 | ||||||
Maximum
|
$ | 80,000 | $ | 12,800 | $ | 67,200 |
The
difference between the "Offering Price" and the "Proceeds to Us" is $3,000 if
the minimum amount of shares is sold in this offering. The difference
between the “Offering Price” and the “Proceeds to Us” is $5,000 if the maximum
number of shares is sold in this offering. The expenses per share
would be adjusted according to the offering amounts between the minimum and
maximum. The expenses will be paid to unaffiliated third parties for expenses
connected with this offering. The expenses will be paid from current funds on
hand, and initial proceeds of this offering once the minimum subscription has
been reached.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Neither
the US Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of the prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is March ____, 2010.
3
Table
of Contents
Prospectus
Summary
|
5
|
Risk
Factors
|
7
|
Use
of Proceeds
|
12
|
Determination
of Offering Price
|
13
|
Dilution
of the Price Per Share
|
13
|
Selling
Security Holders
|
15
|
Plan
of Distribution
|
17
|
Description
of Securities
|
21
|
Interest
of Named Experts and Counsel
|
22
|
Information
With Respect to the Registrant
|
23
|
Plan
of Operation
|
31
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
34
|
Directors
and Executive Officers
|
35
|
Executive
Compensation
|
37
|
Security
Ownership of Certain Beneficial Owners and Management
|
38
|
Certain
Relationships and Related Transactions
|
38
|
Recent
Sales of Unregistered Securities
|
41
|
Financial
Statements
|
41
|
4
Dealer
Prospectus Delivery Obligation
Until 180
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.
Prospectus
Summary
The
following summary highlights selected information contained in this prospectus.
This summary does not contain all the information that may be important to you.
You should read the more detailed information contained in this prospectus,
including but not limited to, the “Risk Factors” beginning on page
7. References to "we," "us," "our," "NL One," or the "Company" refers
to NL One Corporation unless the context indicates another meaning.
Our
Company
NL One
Corporation was incorporated in the State of Nevada, United States of America,
on October 17, 2007 under the name Nevada Legacy Enterprises Corporation. Our
fiscal year end is December 31. Our principal executive offices are located at
5348 Vegas Drive, Las Vegas, NV 89108, and our telephone number is (702)
871-8678. On February 4, 2010, we amended our Articles of
Incorporation thereby changing our name to NL One Corporation.
We are
involved in the development and marketing of new and innovative electronic and
fiber-optic technologies. While the Company’s patent pending
technology currently resides primarily in the health care field, our business
model comprises the expansion of our existing technologies to other non-health
care related fields, as well as the development of new technologies through a
comprehensive research and development program as well as through strategic
acquisitions.
We are a
development stage company. As of December 31, 2009, we have generated
no revenues, have incurred $359 in losses since our inception on October 17,
2007, and have relied upon the sale of our securities in unregistered private
placement transactions and capital contributions from our current president,
Diane L. Harder, to fund our operations. We do not expect to
generate sufficient revenue to sustain operations during the next twelve months.
Consequently, we will continue to depend on additional financing in order to
maintain our operations and continue with our corporate activities. Based on
these uncertainties, our independent auditors included additional comments in
their report on our financial statements for the period from inception (October
17, 2007) to December 31, 2009, indicating concerns about our ability to
continue as a going concern.
5
Our
financial statements contain additional note disclosures describing the
circumstances that led to the “going concern” disclosure by our independent
auditors. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
This
Offering and any investment in our common stock involve a high degree of risk.
If we are unable to generate significant revenue, we may be obliged to cease
business operations due to lack of funds. We face many challenges to continue
operations, including our lack of operating history, lack of revenues to date,
and the losses we have incurred to date.
The
Offering
Following
is a brief summary of this Offering:
Securities
being offered
|
A
minimum of 2,000,000 shares and a maximum of 4,000,000 shares are offered
by the Company. 14,880,000 shares are offered by the Selling
Shareholders.
|
Offering
price per share by the Company:
|
$0.02
per share
|
Number
of shares outstanding before the Offering of common
shares:
|
34,888,000
common shares
|
Number
of shares outstanding after the Offering of common shares:
|
38,888,000
common shares if maximum number of shares are sold;
36,888,000
common shares if minimum number of shares are sold
|
Use
of proceeds:
|
The
Company will not receive any proceeds from the shares offered by the
Selling Shareholders. The proceeds received by the Company from
the Company’s Offering of shares shall be used to pursue protection for
the Company’s intellectual property, and to fund
operations.
|
You
should rely only upon the information contained in this
prospectus. The Company has not authorized anyone to provide you with
information different from that, which is contained in this
prospectus. The selling security holder is offering to sell shares of
common stock and seeking offers to buy shares of common stock only in
jurisdictions where offers and sales are permitted. The information
contained in this prospectus 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.
6
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 Discussion and Analysis of Financial Condition and
Results of Operations and the financial statements and the related notes thereto
included elsewhere in this prospectus.
Balance Sheet Data
|
As of December 31, 2009
|
|||
Total
Assets
|
$ | 8,701 | ||
Total
Liabilities
|
$ | 1,600 | ||
Shareholder’s
Equity
|
$ | 7,101 | ||
Operating Data
|
October 17, 2007 (inception) through
December 31, 2009
|
|||
Revenue
|
$ | 0 | ||
Net
Loss
|
$ | 359 | ||
Net
Loss Per Share
|
$ | .00 |
As shown
in the financial statements accompanying this prospectus, NL One 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 our auditors 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
An investment in our common stock is
speculative and involves a high degree of risk and uncertainty. You should
carefully consider the risks described below, together with the other
information contained in this document, including the financial statements and
notes thereto of our Company, before deciding to invest in our common stock. The
risks described below are not the only risks facing our Company. Additional
risks not presently known to us or that we presently consider immaterial may
also adversely affect our Company. If any of the following risks occur, our
business, financial condition and results of operations, and the value of our
common stock could be materially and adversely affected.
Risks
Related to Our Business
Our
technologies are not fully developed
Our
technologies are in the development stage, and have not been reduced into fully
functioning prototypes. There is no guaranty that products based on
our current technologies will be viable, or that we will be able to develop or
acquire viable technologies.
7
We must obtain
governmental approvals or clearances before we can sell products
based on our technologies
We intend
to test and market our products in the United States and
worldwide. In order to market our medical products in the United
States we must first obtain US FDA approval. We currently have not begun the
process of obtaining approval by the US FDA, and there is no guaranty that we
will be able to obtain such approval. We also have not begun the
process of obtaining approval by governmental agencies in other countries in
which we plan to market our products. Failure to obtain such
approvals will have a negative impact on our business plans.
Impracticability
of exhaustive investigation
Our
limited financial resources may make it impracticable to conduct a complete and
exhaustive investigation and analysis of technologies before we commit our
capital or other resources thereto. Management decisions, therefore,
will likely be made without detailed feasibility studies, independent analysis,
market surveys and the like which, if we had more funds available to us, would
be desirable.
Lack of
diversification
Our
limited financial resources may prevent diversification of our technologies. The
inability to diversify our activities into several unrelated areas may subject
us to economic fluctuations within a particular business, industry or market
segment, and therefore increase risks associated with our
operations.
We
cannot assure the safety or effectiveness of our products
To obtain
and maintain required regulatory approvals and secure the confidence of
physicians and others whose acceptance is needed for our medical products, we
will need to demonstrate that our products are safe and effective. We cannot
assure that our products will be deemed safe and effective. Our products have
not been fully developed, used or tested to a sufficient extent to permit us to
predict their safety and effectiveness.
Our
patent applications and proprietary rights may not provide us with significant
competitive advantage
Our
success may depend heavily on our ability to obtain and retain patent protection
for our product candidates, to preserve our trade secrets and to operate without
infringing the proprietary rights of third parties. We currently
own two pending patent applications. We may file additional patent
applications in the US and in other countries. Claims in the pending patent
applications may not issue as patents, and issued patents may not provide us
with meaningful competitive advantages. In addition, challenges may be
instituted against the validity or enforceability of any patent owned or
licensed by us. Furthermore, others may independently develop similar or
superior technologies, duplicate our technologies or design around the patented
aspects of our technologies. We may also infringe upon prior or future patents
owned by others, and may be forced to acquire licenses under patents belonging
to others for technology potentially useful or necessary to our business. These
licenses may not be available on terms acceptable to us, if at all. Moreover,
patents issued to or licensed by us may be infringed by others. The cost of
litigation involving patents, whether brought by or against us, can be
substantial, and can result in adverse determinations to us, including
declaration of our patents as invalid.
8
Our
proposed products may never achieve a satisfactory level of market
acceptance
Our
future growth and profitability will depend, in large part, on the
acceptance of our proposed products. This acceptance will be substantially
dependent on educating the marketplace as to the full capabilities, distinctive
characteristics and perceived benefits of the proposed
products. There is no guaranty that the marketplace will accept our
products, and the failure of the marketplace to accept our products would have a
material adverse effect to our business and
profitability.
We
may not be able to compete successfully against our competitors
We are
engaged in rapidly evolving and highly competitive fields. Competition from
biotechnology companies, medical device manufacturers, electronics
developers, and other competitors is intense. Academic
institutions, hospitals, governmental agencies, and other public and
private research organizations are also conducting research and seeking
patent protection and may develop competing products or technologies on
their own or through joint ventures. These and other competitors’
technological advances could render our products noncompetitive or obsolete. We
may be unable to respond to technological advances through the development and
introduction of new products. Moreover, many of our existing and potential
competitors have substantially greater financial, marketing, sales,
distribution, manufacturing and technological resources than our Company. These
competitors may be in the process of seeking FDA or other regulatory approvals
or clearances, or patent protection, for competitive products. Our competitors
could, therefore, commercialize competing products in advance of our
products.
If
we are unable to hire and retain qualified personnel, we may not be able to
successfully implement our plan of operations
Our
future success will depend in part upon our ability to attract and retain
highly qualified personnel. We will compete for such personnel with
other companies, academic institutions, government entities and other
organizations. We may not be successful in hiring or retaining
qualified personnel. Loss of key personnel or the inability to hire
or retain qualified personnel could hurt our ability to successfully
implement our plan of operation.
We
may rely on consultants for certain strategic activities, which results in less
control over such activities
We may
rely upon consultants and advisors to assist in formulating research and
development strategies, testing and manufacturing, and marketing-related
issues. We have less control over the activities of our consultants than we do
over our employees, which may reflect negatively in the time and effort devoted
to such activities. Consultants and advisors may be employed outside of our
Company and may have commitments or consulting or advisory contracts with
other entities that could conflict with their service to our
Company.
9
We
may be exposed to large product liability claims
Our
business exposes us to potential liability risks that are inherent in the
testing, manufacturing, and marketing of medical and other electronic and fiber
optic products. The use of our proposed products in clinical trials may
expose us to product liability claims and possible adverse publicity. These
risks also exist with respect to our proposed products, if any, that
receive regulatory approval for commercial sale. We do not have
Product Liability Insurance coverage. Any product
liability claim brought against us, with or without merit, could result in the
increase in the inability to secure coverage in the future. A product liability
or other judgment against our Company would have a material adverse
effect upon our financial condition.
We
depend on our senior management’s experience and knowledge of the industry and
would be adversely affected by the loss of our senior manager
We are
dependent on the continued efforts of our president and third party advisors. In
addition, we do not maintain life or key-man insurance. The failure
of our president to continue to provide services to the Company, or the failure
of the Company to maintain relationships with appropriate third party advisors,
would have a material adverse effect on our business.
Our
inability to fund our capital expenditure requirements may adversely affect our
growth and profitability
Our
success is dependent upon our ability to raise capital from outside sources. In
the future we may be unable to obtain the necessary financing on a timely basis
and on acceptable terms, and our failure to do so may adversely affect our
financial position, competitive position, growth, and profitability. Our ability
to obtain acceptable financing at any time may depend on a number of factors,
including: our financial condition and results of operations, the condition
of the economy, and conditions in relevant financial markets in the United
States and elsewhere in the world.
There
is doubt about our ability to continue as a going concern
Our
auditor’s report on our December 31, 2009 financial statements expresses an
opinion that considerable doubt exists as to whether we can continue as an
ongoing business. Since our sole officer and director may be reluctant or unable
to loan or advance additional capital to the Company, we believe that if we do
not raise additional capital, we may be required to suspend or cease the
implementation of our business plans. You may be investing in a company that
will not have the funds necessary to continue to deploy its business
strategies. As the Company has been issued an opinion by its auditors
that substantial doubt exists as to whether the Company can continue as a going
concern, it may be more difficult for the Company to attract investors.
10
Risks
related to our common stock
The
market price for our common stock may be volatile
The
market price for our common stock is likely to be highly volatile and
subject to wide fluctuations in response to factors including the following:
actual or anticipated fluctuations in our quarterly operating results,
announcements of new products by us or our competitors, changes in financial
estimates by securities analysts, announcements by our competitors of
significant acquisitions, strategic partnerships, joint ventures or
capital commitments, additions or departures of key personnel, potential
litigation, or conditions in the market.
In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are not related to the operating performance
of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common
stock.
Shareholders
could experience substantial dilution
We may
seek funding through the issuance of convertible notes and warrants, private
placements, convertible debentures, and other issuances of our capital
stock. If we issue additional shares of our capital stock, our
shareholders will experience dilution in their respective percentage ownership
in the Company.
We
have no present intention to pay dividends
We have
never paid dividends or made other cash distributions on our common stock, and
we do not expect to declare or pay any dividends in the foreseeable future. We
intend to retain any future earnings for working capital and to finance current
operations and expansion of our business.
A large
portion of our common stock is controlled
by a small number of shareholders
A large
portion of our common stock is held by a small number of shareholders. As a
result, these shareholders are able to influence the outcome of shareholder
votes on various matters, including the election of directors and extraordinary
corporate transactions, including business combinations. In addition, the
occurrence of sales of a large number of shares of our common stock, or the
perception that these sales could occur, may affect our stock price and could
impair our ability to obtain capital through an offering of equity securities.
Furthermore, the current ratios of ownership of our common stock reduce the
public float and liquidity of our common stock which can in turn affect the
market price of our common stock.
We
may be subject to "penny stock" regulations
The
Securities and Exchange Commission, or SEC, has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and our sales person in
the transaction, and monthly account statements indicating the market value of
each penny stock held in the customer's account. In addition, the penny stock
rules require that, prior to a transaction in a penny stock not otherwise exempt
from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. These additional sales
practice and disclosure requirements could impede the sale of our securities.
Whenever any of our securities become subject to the penny stock rules, holders
of those securities may have difficulty in selling those
securities.
11
Use
of Proceeds
Our
Offering is being made on a self-underwritten basis: a minimum of 2,000,000
shares must be sold in order for the Offering to proceed. The maximum number of
shares offered is 4,000,000 shares. The Offering price per share is
$0.02. The following table sets forth the uses of proceeds assuming the
sale of the minimum and maximum number of shares offered by the
Company.
If Minimum Shares Sold
|
If Maximum Shares Sold
|
|||||||
GROSS
PROCEEDS FROM THIS OFFERING
|
$ | 40,000 | $ | 80,000 | ||||
Offering
Expenses
|
$ | 12,500 | $ | 12,800 | ||||
NET
PROCEEDS
|
$ | 27,500 | $ | 67,200 | ||||
Patent
Fees and Expenses
|
$ | 8,000 | $ | 10,200 | ||||
Website
Development
|
$ | 1,500 | $ | 4,000 | ||||
Research
and Development
|
$ | 2,500 | $ | 25,000 | ||||
Office
Establishment and Operating Expenses
|
$ | 9,500 | $ | 20,000 | ||||
Legal
and Accounting
|
6,000 | 8,000 | ||||||
Total
use of Net Proceeds
|
$ | 27,500 | $ | 67,200 |
The
Company’s highest priority for use of proceeds raised in this Offering is to
protect our intellectual property through the pursuit of utility patent
applications. Our next priority is research and development expense,
followed by legal and accounting costs and fees. In the event that
the maximum number of shares is sold, the Company intends to use approximately
$25,000 for research and development of our current technologies, and
approximately $20,000 for general operating expenses. General
operating expenses may include such items as salaries and payments to third
party contractors, office supplies, and related expenses.
12
We have
established a separate bank account and all proceeds from the shares sold by the
Company will be deposited into that account until such time as the minimum
number of shares is sold, at which time the funds will be released to us for use
in our operations. In the event we do not sell the minimum number of shares
before the expiration date of the Offering, all funds will be returned promptly
to the subscribers, without interest or deduction.
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
NL One Corporation. The Offering price of the shares of our common stock does
not necessarily bear any relationship to our book value, assets, past operating
results, financial condition or any other established 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. Among the
factors considered in determining the Offering price were:
|
·
|
Our
lack of operating history
|
|
·
|
The
proceeds to be raised by the
Offering
|
|
·
|
The
viability of our technologies
|
|
·
|
The
amount of capital to be contributed by purchasers in this
Offering
|
|
·
|
Our
relative cash requirements
|
Although
our common stock is not listed on a public exchange, we will be filing to obtain
a listing 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, nor can there be any assurance
that such an application for quotation will be approved. In addition, there is
no assurance that our common stock will trade at market prices in excess of the
initial public Offering price, as prices for the common stock in any public
market which may develop will be determined in the marketplace and may be
influenced by many factors, including depth and liquidity.
Dilution
of the Price per Share
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.
13
The price
of the current Offering is fixed at $0.02 per share. This price is significantly
greater than the price paid by the Company’s current shareholders for common
equity since the Company’s inception on October 17, 2007. The Company’s
shareholders paid as low as $0.000125 per share, a difference of $0.019875 per
share lower than the share price in this Offering.
As of
December 31, 2009, the net tangible book value of our shares of common stock was
$5,281 or approximately $0.00015 per share based upon 34,888,000 shares
outstanding.
Existing stockholders if all
of the shares are sold
Price
per share
|
$ | 0.02 | ||
Net
tangible book value per share before Offering
|
$ | 0.00015 | ||
Potential
gain to existing shareholders
|
$ | 80,000 | ||
Net
tangible book value per share after Offering
|
$ | 0.00219 | ||
Increase
to present stockholders in net tangible book value per share after
Offering
|
$ | 0.00204 | ||
Capital
contributions
|
$ | 80,000 | ||
Number
of shares outstanding before the Offering
|
34,888,000 | |||
Number
of shares after Offering held by existing stockholders
|
20,008,000 | |||
Percentage
of ownership after Offering
|
51.45 | % |
Purchasers of shares in this
Offering if all shares are sold
Price
per share
|
$ | 0.02 | ||
Dilution
per share
|
$ | - | ||
Capital
contributions
|
$ | 80,000 | ||
Percentage
of capital contributions
|
93.81 | % | ||
Number
of shares after Offering held by public investors
|
18,880,000 | |||
Percentage
of ownership after Offering
|
48.55 | % |
Existing stockholders if the
minimum number of shares are sold
Price
per share
|
$ | 0.02 | ||
Net
tangible book value per share before Offering
|
$ | 0.00015 | ||
Potential
gain to existing shareholders
|
$ | 40,000 | ||
Net
tangible book value per share after Offering
|
$ | 0.00123 | ||
Increase
to present stockholders in net tangible book value per share after
Offering
|
$ | 0.00108 | ||
Capital
contributions
|
$ | 40,000 | ||
Number
of shares outstanding before the Offering
|
34,888,000 | |||
Number
of shares after Offering held by existing stockholders
|
20,008,000 | |||
Percentage
of ownership after Offering
|
54.24 | % |
14
Purchasers of shares in this
Offering if minimum number of shares are sold
Price
per share
|
$ | 0.02 | ||
Dilution
per share
|
$ | - | ||
Capital
contributions
|
$ | 40,000 | ||
Percentage
of capital contributions
|
88.34 | % | ||
Number
of shares after Offering held by public investors
|
16,880,000 | |||
Percentage
of ownership after Offering
|
45.76 | % |
Selling
Security Holders
The
Selling Shareholders named in this prospectus are offering all of the 14,880,000
shares of common stock offering through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation D of the Securities Act of 1933.
The
following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
Selling Shareholders, including:
|
1.
|
the
number of shares owned by each prior to this
Offering
|
|
2.
|
the
total number of shares that are to be offered for
each
|
|
3.
|
the
total number of shares that will be owned by each upon completion of the
Offering
|
|
4.
|
the
percentage owned by each upon completion of the
Offering
|
15
Name
Of Selling
Shareholder
|
Shares
Owned
Prior
To
This
Offering
|
Total
Number
Of
Shares To Be Offered For
Selling
Shareholders
Account
|
Total
Shares
Owned
Upon Completion Of
This
Offering
|
Percentage
of
Shares
Owned
Upon
Completion
Of
This
Offering
|
||||||||||||
Jessie
Ennis
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Avis
Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Calation
Graham Jr
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Arthur
Payne
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Myra
Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Calation
Graham Jr.
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Keicia
Webster
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
April
Bumbrey
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
Jennifer
Tetteh
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Teneka
Payne
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
James
Johnson
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Eric
Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Wanda
Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Gerald
Massey
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Larry
Ford
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Randy
Cook
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
Wayne
Waller
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Rosalind
Waller
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
Keith
Stefan Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Michelle
Payne
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Charissa
Payne
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Latonya
Berryman
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Brenda
Bumbrey
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Mitchell
Smith
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
Calvin
Boxley
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
Jessica
Robinson
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
Theresa
Robinson
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
Amber
Grayson
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
Erica
Dean
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
Jenifer
Morris
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
Jackson
Morris
|
480,000 | 480,000 | 0 | 0 | % | |||||||||||
John
M. Payne
|
400,000 | 400,000 | 0 | 0 | % | |||||||||||
Chris
Perrot
|
600,000 | 600,000 | 0 | 0 | % | |||||||||||
TOTAL
|
14,880,000 | 14,880,000 | 0 | 0 | % |
16
The named
party beneficially owns and has sole voting and investment over all shares or
rights to these shares. The numbers in this table assume that none of
the selling shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that all
shares offered are sold. The percentages are based on 34,888,000
shares of common stock outstanding on the date of this prospectus.
None of
the selling shareholders:
(1)
|
has
had a material relationship with us other than as a shareholders at any
time within the past three
years;
|
(2)
|
has
ever been one of our officers or
directors;
|
(3)
|
has
been a registered broker-dealer or an affiliate of a registered
broker-dealer.
|
Ms.
Harder is personally acquainted with our shareholders, and solicited their
investment in the private placement. Ms. Harder did not use any
finders or brokers in the solicitation of the investors and did not pay any fees
or commissions.
Plan
of Distribution
Shares Offered by the
Selling Stockholders
The
selling security holders may sell some or all of their shares at a fixed price
of $0.02 per share until our shares are quoted on the Over The Counter Bulletin
Board (OTCBB) and thereafter at prevailing market prices or privately negotiated
prices. Prior to being quoted on the OTCBB, shareholders may sell
their shares in private transactions to other individuals. Although our common
stock is not listed on a public exchange, we will be filing to obtain a listing
on the 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 to enable our shares to be quoted on the OTCBB, nor can there be any
assurance that an application for quotation will be approved.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may be
changed. The distribution of the shares may be effected in one or more of the
following methods:
|
·
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
·
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading,
|
|
·
|
through
direct sales to purchasers or sales effected through
agents,
|
17
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or
|
|
·
|
any
combination of the foregoing.
|
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions, or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer, or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus.
Shares Offered by the
Company
This is a
self-underwritten Offering that permits our officer and director to sell the
shares directly to the public, with no commission or other remuneration payable
to her for any shares she may sell. There are no plans or arrangements to enter
into any contracts or agreements to sell the shares with a broker or dealer.
Diane L. Harder, our officer and director, will sell the shares and intends to
offer them to friends, family members and business acquaintances. In offering
the securities on our behalf, our officer and director will rely on the safe
harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
The
officer and director will not register as a broker-dealer pursuant to Section 15
of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets
forth those conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.
a. Our
officer and director is not subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of her
participation; and,
b. Our
officer and director will not be compensated in connection with her
participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities; and
c. Our
officer and director is not, nor will be at the time of her participation in the
Offering, an associated person of a broker-dealer; and
d. Our
officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in that she (A) primarily performs, or is intended
primarily to perform at the end of the Offering, substantial duties for or on
behalf of our Company, other than in connection with transactions in securities;
and (B) is not a broker or dealer, or been associated person of a broker or
dealer, within the preceding twelve months; and (C) has not participated in
selling and offering securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
18
Only
after our registration statement is declared effective by the Securities and
Exchange Commission (the "SEC"), do we intend to advertise and hold investment
meetings. We will not utilize the Internet to advertise our
Offering. Once the registration statement is declared effective, Ms.
Harder will distribute the prospectus to potential investors at the investment
meetings, to business associates and to her friends and relatives who are
interested in a possible investment in the Company. No shares
purchased in this Offering will be subject to any kind of lock-up
agreement.
Neither
the Company’s management nor any of their affiliates will purchase shares in
this Offering to reach the minimum.
Section
15(g) of the Exchange Act
Our
shares are “penny stocks” covered by Section 15(g) of the Securities Exchange
Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder.
These rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $1,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions
covered by the Rule, the broker-dealer must make a special suitability
determination for the purchase and have received the purchaser’s written
agreement to the transaction prior to the sale. Consequently, the
Rule may affect the ability of broker-dealers to sell our securities and also
may affect your ability to resell your shares.
Section
15(g) also imposes additional sales practice requirements on broker-dealers who
sell penny securities. These rules require a one-page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to an understanding of
the function of the penny stock market, such as “bid” and “offer” quotes, a
dealers “spread” and broker-dealer compensation; the broker-dealers duties to
its customers, including the disclosures required by any other penny stock
disclosure rules; the customers rights and remedies in causes of fraud in penny
stock transactions; and, FINRA’s toll free telephone number and the central
number of the North American Administrators Association, for information on the
disciplinary history of broker-dealers and their associated
persons.
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker-dealer transactions in penny stocks unless the
broker-dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock transaction unless the broker-dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
19
Rule
15g-4 prohibits broker-dealers from completing penny stock transactions for a
customer unless the broker-dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker-dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker-dealers selling penny stocks to provide their customers
with monthly account statements.
The
foregoing rules apply to broker-dealers. They do not apply to us in
any manner whatsoever. The application of the penny stock rules may affect your
ability to resell your shares because many brokers are unwilling to buy, sell or
trade penny stocks as a result of the additional sales practices imposed upon
them.
Regulation
M
We are
subject to Regulation M of the Securities Exchange Act of
1934. Regulation M governs activities of underwriters, issuers,
selling security holders, and others in connection with offerings of
securities. Regulation M prohibits distribution participants and
their affiliated purchasers from bidding for purchasing or attempting to induce
any person to bid for or purchase the securities being
distributed. Our president and director, who will sell the shares, is
aware that she is required to comply with the provisions of Regulation M,
promulgated under the Securities and Exchange Act of 1934, as
amended.
Offering
Period and Expiration Date
This
Offering will start on the date that this registration statement is declared
effective by the SEC and continue for a period of 180 days, and an additional 90
days, if so elected by our Board of Directors, unless the Offering is completed
or otherwise terminated by us.
Procedures
for Subscribing
We will
not accept any money until the SEC declares this registration statement
effective. Once the registration statement is declared effective by
the SEC, if you decide to subscribe for any shares in this Offering, you
must:
|
1.
|
execute
and deliver a subscription agreement;
and
|
|
2.
|
deliver
a check or certified funds to us for acceptance or
rejection.
|
All
checks for subscriptions must be made payable to “NL ONE
CORPORATION.”
20
Right
to Reject Subscriptions
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. Subscriptions for securities will be accepted or rejected
within 48 hours of our receipt. We will return all monies from rejected
subscriptions immediately to the subscriber, without interest or
deductions.
Description
of Securities
Common
Stock
The
following description of our capital stock and provisions of our Articles of
Incorporation, as amended, and Bylaws is only a summary. You should also refer
to our Articles of Incorporation, as amended, a copy of which is incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part, and our Bylaws, a copy of which is incorporated by reference as an
exhibit to the registration statement of which this prospectus is a
part.
We are
authorized to issue up to 80,000,000 of our Common Shares, Par Value $.0001 per
share. Each holder of common stock is entitled to one vote for each share of
common stock held on all matters submitted to a vote of stockholders. We have
not provided for cumulative voting for the election of directors in our Articles
of Incorporation, as amended. This means that the holders of a majority of the
shares voted can elect all of the directors then standing for election. Subject
to preferences that may apply to shares of preferred stock outstanding at the
time, the holders of outstanding shares of our common stock are entitled to
receive dividends out of assets legally available at the times and in the
amounts that our board of directors may determine from time to
time.
Holders
of common stock have no preemptive subscription, redemption or conversion rights
or other subscription rights. Upon our liquidation, dissolution or winding-up,
the holders of common stock are entitled to share in all assets remaining after
payment of all liabilities and the liquidation preferences of any outstanding
preferred stock. Each outstanding share of common stock is, and all shares of
common stock to be issued in this Offering, when they are paid for will be,
fully paid and non-assessable.
As of the
date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at
the discretion of our board of directors and will depend upon our earnings, if
any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.
There are
no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control.
21
Interest
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 for such purpose on a contingency
basis, or had, or is to receive, in connection with this Offering, a substantial
interest, direct or indirect, in us or any of our parents or subsidiaries, if
any, nor was any such person connected with us or any of our parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Cautionary
Note Regarding Forward-Looking Statements
This
prospectus contains forward-looking statements that involve assumptions, and
describe our future plans, strategies, and expectations. Such statements are
generally identifiable by use of the words
"may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend," or "project" or the negative of
these words or other variations on these words or comparable terminology. These
statements are expressed in good faith and based upon a reasonable basis when
made, but there can be no assurance that these expectations will be achieved or
accomplished.
Such
forward-looking statements include statements regarding, among other things, (a)
the potential markets for our products, our potential profitability, and cash
flows (b) our growth strategies, (c) anticipated trends in our industry, (d) our
future financing plans and (e) our anticipated needs for working capital. This
information may involve known and unknown risks, uncertainties, and other
factors that may cause our actual results, performance, or achievements to be
materially different from the future results, performance, or achievements
expressed or implied by any forward-looking statements. These statements may be
found under "Management's Plan of Operation" and "Description of Our Business
and Properties," as well as in this prospectus generally. Actual events or
results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, without limitation, the risks
outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no
assurance that the forward-looking statements contained in this filing will in
fact occur. In addition to the information expressly required to be included in
this filing, we will provide such further material information, if any, as may
be necessary to ensure that the required statements, in light of the
circumstances under which they are made, are not misleading.
22
Although
forward-looking statements in this report reflect the good faith judgment of our
management, forward-looking statements are inherently subject to known and
unknown risks, business, economic, and other risks and uncertainties that may
cause actual results to be materially different from those discussed in these
forward-looking statements. Readers are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission which attempt to
advise interested parties of the risks and factors that may affect our business,
financial condition, results of operation and cash flows. If one or more of
these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect, our actual results may vary materially from those expected or
projected.
Information
about the Company
Description
of Business
NL One
Corporation was incorporated in the State of Nevada, United States of America,
on October 17, 2007 under the name Nevada Legacy Enterprises Corporation. Its
fiscal year end is December 31. Neither the Registrant nor any of its
significant subsidiaries have been a party to any bankruptcy, receivership, or
similar proceedings. Our principal executive offices are located at
5348 Vegas Drive, Las Vegas, NV 89108, and our telephone number is (702)
871-8678. We currently have no employees, and rely on the services of our sole
officer and director. On February 4, 2010, we amended our Articles of
Incorporation thereby changing our name to NL One Corporation.
General
Our focus
is to develop and market new and innovative electronic, fiber optic, and
information technologies. We currently own the rights to two patent
pending technologies for health care monitoring devices, and we are planning the
development of a proprietary health care information technology (IT)
conduit. However, while our current technologies focus on health
care, we plan to expand these technologies into applications for other market
segments, and we may also pursue new technologies in areas not related to the
health care industry. Because the expansion of our technologies into other
market segments will not occur for the foreseeable future, the following
discussion of our business will focus on our current health care related
technologies.
OUR
MARKET
The
healthcare industry faces many challenges in today's environment of governance
and regulatory compliance, and this picture will inevitably become even more
complex as a national healthcare system takes shape in the coming years. Today,
in order to remain competitive, healthcare organizations must provide
transparency, focus on cost-control, and protect against risks. These are the
precise issues to which our current technologies are dedicated.
23
From 1950
to 2004 the total resident population of the United States increased from 150
million to 294 million, representing an average annual growth rate of 1 percent.
During the same period, the population 65 years of age and over grew twice as
rapidly, and increased from 12 to 36 million persons. The population 75 years of
age and over grew 2.9 times as quickly as the total population, increasing from
4 to 18 million persons. Projections indicate that the rate of population growth
from now to 2050 will be slower for all age groups, but older age groups will
continue to grow more than twice as rapidly as the total
population.
This
aging of the population has important consequences for the healthcare system. As
the older fraction of the population increases, more services will be required
for the treatment and management of chronic and acute health conditions.
Providing the healthcare services needed by Americans of all ages will be a
major challenge in the 21st century.
Home
Healthcare Industry
The U.S.
home heath care industry is comprised of over 20,000 service providers, a
staggering increase from 1963, when only 1,100 home health care providers
existed. Estimated annual revenue for these firms exceeds $36 billion annually.
Home healthcare firms deliver services to more than 7.6 million individuals, or
roughly 2.8 percent of the U.S. population. Of all recipients, 68.6 percent are
over the age of 65, and 62.3 percent are women.
Clients
typically require services due to permanent disability, long-term health
conditions, acute illness, or permanent illness. Specific conditions requiring
home health care most frequently include diabetes, heart failure, and chronic
ulcers of the skin, osteoarthritis, and hypertension. Advances in medical
devices and technology have made home care a viable alternative to institutional
care for the treatment of such conditions, and although hospitals remain the
primary providers of medical services, Home Healthcare services have capitalized
on the need to lower the overall cost of medical care.
Home care
can be tailored to meet the individual’s needs, and provides an alternative to
expensive stays in hospitals or skilled care facilities. Familiarity and patient
comfort are the best arguments for home care even in cases where the household
has not been ideally equipped.
Members
of America's ‘Baby Boomer’ generation (persons born during the post-World War II
birth rate boom, lasting from 1946 through about 1964) suffer from a growing
number of chronic ailments, many of which fall squarely into the purview of the
Home Healthcare industry. Leading diagnoses for ailing baby boomers during 2001
were high blood pressure, arthritis and related joint disorders, the common
cold, and diabetes. Doctor visits for treatment of diabetes went up 63 percent
between 1992 and 2001. Diabetes was the primary diagnosis at 27 million doctor
visits in 2001.
24
Other
prevalent ongoing services include delivery of nutrients intravenously or
through feeding tubes, the intravenous infusion of antibiotics to treat
infectious diseases, and infusion therapies for patients with fully or partially
dysfunctional digestive tracts.
Based on
these factors, NL One Corporation has decided to focus initially on the care and
monitoring of patients suffering from diabetes, and those requiring ongoing
infusion therapy. To this end, we have filed U.S. patent applications for two
relevant technologies, a Non Invasive Blood Glucose Tester, and a Thermal
Detector of Intravenous Infiltration, as part of our core proprietary corporate
assets:
OUR
PRODUCTS
Through
our current technologies we intend to meet the needs of health care
organizations including hospitals, out-patient facilities, and home health care
providers, by addressing three tightly interconnected areas: healthcare delivery
(diagnosis, intervention, monitoring, outcome analysis, follow-up),
reporting/claim management (e.g., HIPAA 5010), and patient privacy (patient
maintains full control over disbursement and retention of their medical
records).
Non
Invasive Blood Glucose Level Tester
Our blood
glucose level tester technology continuously monitors a patient’s blood glucose
levels using a non-invasive sensor, preferably taped to a patient’s
arm. The sensor uses a chemical switch that does not puncture the
patient’s skin, and does not come in contact with the patient’s
blood.
Monitoring
the level of glucose in certain individuals is vitally important to their
health. High or low levels of glucose may have detrimental effects. The
monitoring of glucose is particularly important to individuals with diabetes, as
they must determine when insulin is needed to reduce glucose levels in their
bodies or when additional glucose is needed to raise the level of glucose in
their bodies.
A
conventional technique used by many diabetics for personally monitoring their
blood glucose level includes the periodic drawing of blood, the application of
that blood to a test strip, and the determination of the blood glucose level
using calorimetric, electrochemical, or photometric detection. This technique
does not permit continuous or automatic monitoring of glucose levels in the
body, but typically must be performed manually on a periodic basis.
Unfortunately, the consistency with which the level of glucose is checked varies
widely among individuals. Many diabetics find the periodic testing inconvenient
and they sometimes forget to test their glucose level or do not have time for a
proper test. In addition, some individuals wish to avoid the pain associated
with the test. These situations may result in dangerous hyperglycemic or
hypoglycemic episodes.
25
Other
devices have been developed for continuous or automatic monitoring of glucose in
the blood stream. A number of these devices use electrochemical sensors, which
are directly implanted into a blood vessel or in the subcutaneous tissue of a
patient. However, these devices are typically large, bulky, and/or inflexible,
and many cannot be used effectively outside of a controlled medical facility,
such as a hospital or a doctor's office, unless the patient is restricted in his
or her activities. Additionally, these devices require a sensor to be implanted
in the patient.
The
patient's comfort and the range of activities possible while the sensor is
implanted are important considerations in designing extended-use sensors for
continuous or automatic monitoring of glucose levels. There is a need for a
small, comfortable device, not requiring surgical implantation, which can
continuously monitor the level of glucose while still permitting the patient to
engage in normal activities. Continuous and/or automatic monitoring of glucose
can provide a warning to the patient when their glucose is at or near a
threshold level so that the patient can take appropriate action in a timely
manner.
NL One
Corporation’s blood glucose level tester technology comprises a procedure and
device for the continuous and/or automatic monitoring of the patient’s glucose
levels using a sensor taped or otherwise removable attached to the patient. The
device will use a chemical switch known as a fullerene, which will trigger an
alarm when a patient becomes hyperglycemic or hypoglycemic. Unlike
traditional blood glucose level testing methods, our technology is non-invasive,
and does not require contact with the patient’s blood or other bodily
fluids. The technology instead senses minute changes in the patient’s
body chemistry, which manifest themselves as a “scent” which accompanies both
hyperglycemia and hypoglycemia, but is not readily noticeable. The
chemical “scent” causes a change in the structure of the fullerene and triggers
the alarm.
Currently,
the only known method to detect early signs of hyperglycemia or hypoglycemia
through scent is through the use of specialty-trained
canines. However, these specialty-trained canines are expensive, and
are not practical for constant monitoring, or monitoring during certain
activities. The fullerene switch based technology will be used to
develop devices, which will be small, and comfortable when used, thereby
allowing a wide range of activities.
Thermal
Detection of Intravenous Infiltration
In the
United States, approximately 80% of hospital patients require intravenous (IV)
therapy, with approximately 50% of the IV lines failing due to infiltration, a
clot in the cannula, an inflammatory response of the vein, or separation of the
cannula from the vein. IV infiltration, also known as extravasations, is usually
accompanied by pain, crytherma, and/or swelling at the cannula tip or the
insertion site. Severe infiltration may lead to necrosis requiring skin
debridement, skin grafting, or amputation. Infiltration represents a common area
of malpractice lawsuits filed against physicians and nurses. With the likelihood
of any new health care legislation including some limitation on malpractice
suits, it becomes even more crucial to prevent such common complications, and
the ensuing litigation.
26
Common
methods for detecting infiltration include visual and tactile examinations,
monitoring of IV line pressure, checking for blood return, and electromagnetic
radiation detection. The most common method is visual/tactile
examinations of the IV site. Typically, a nurse examines the IV site
at regular intervals to monitor for infiltration. Unfortunately, by
the time infiltration is recognizable through this method, severe damage may
already have been done to the patient.
NL One
Corporation’s patent pending technology provides a simple, reliable,
inexpensive, and noninvasive method for monitoring IV sites for early detection
of infiltration. The key aspects of our technology are that it provides a device
that:
|
1.
|
is
potentially sensitive and robust against false
alarms,
|
|
2.
|
monitors
both the insertion procedure and any infiltration that may occur without
direct attention of medical
personnel,
|
|
3.
|
provides
continuous monitoring of the IV
site,
|
|
4.
|
eliminates
the subjectivity of observer-based visual
inspections,
|
|
5.
|
can
detect small amounts of infiltrate well before the infiltration could be
detected by a skilled human observer, thereby reducing the physical and
financial costs associated with infiltration,
and
|
|
6.
|
uses
a detection device that is not complex, inexpensive to manufacture, and
more reliable than any prior art
devices.
|
Medical
Service Delivery Conduit (MSDC)
Conceptually,
the MSDC is analogous to the automated patient monitoring and emergency response
systems used in hospitals, but optimized for the more geographically distributed
environments covered in the Home Healthcare environment through use of the
latest wireless technologies.
Through
the MSDC, we plan to link feeds from monitoring systems, such as our Thermal
Detector of Intravenous Infiltration, or the Blood Glucose Tester, to home
health care or emergency personnel. The system will enable emergency
personnel and health care professionals to react to home health care emergencies
with little or no input from the patient or others in the home where treatment
is being given. For example, in the event that a patient has an IV
infiltration episode in the home, a home health care professional can be
dispatched to the home before visual detection of the infiltration is
possible.
Tightly
Integrated Data Management
Another
critical capability of our MSDC involves the seamless and secure management of
regulatory information and patient medical records.
Current
government-mandated reporting standards, such as HIPAA 5010, are complex,
burdensome, and compliance represents a significant cost overhead for medical
practitioners. With the likely expansion of government participation in
healthcare, this area is certain to assume an even more critical position of
importance. By tightly integrating these reporting requirements into the actual
patient care processes, we will vastly decrease the effort required for
compliance.
27
The
confidentiality of patient medical information has long been recognized as an
area of legitimate concern. Nonetheless, with the proliferation of medical
specialists, multiple testing centers, and the expansion of legitimately
concerned parties, the model in which a patient hand delivers his or her own
x-rays or medical portfolios is clearly no longer adequate.
For
example, on November 25, 2009, it was announced that the Veterans Administration
and Kaiser Permanente will be launching a pilot program to exchange electronic
health record information. Veterans in the San Diego area who receive care from
both institutions have been invited to participate in the pilot program.
Veterans who respond and ask to participate will enable their public and private
sector healthcare providers and doctors to share specific health information
electronically.
"The
ability to share critical health information is essential to interoperability,"
said Secretary of Veterans Affairs, Eric K. Shinseki. "Utilizing the NHIN's
standards and network will allow organizations like VA and the Department of
Defense to partner with private sector health care providers to promote better,
faster and safer care for Veterans."
Officials
said VA, DOD, and HHS have been working closely to create a system that will
modernize the way healthcare is delivered and benefits are administered. The DOD
will be included in the next phase of the pilot program in 2010.
We plan
to develop our MSDC to integrate a vast array of patient data and records with
the automated patient monitoring and emergency response systems. This
system will put health care providers on the alert as to any potential drug
interactions or other problems associated with a treatment or course of action
before such treatment or course of action is initiated.
PRODUCT
DEVELOPMENT
Our
technologies are in the early development stage. We will utilize
third party development engineering firms to refine our technologies into viable
products. We intend to only work with third parties when we retain
broad rights to commercially utilize the technological advancements made by the
third parties. Development contracts will be structured to provide
third party firms with incentives to provide timely and satisfactory performance
by associating payments with the achievement of substantive development
milestones, or by providing for the payment of royalties to them based on sales
of the developed product. However, there is no guaranty that we
will be able to retain needed third party firms on favorable
terms. The failure to retain needed developers may delay or prevent
commercialization of our technologies.
28
INTELLECTUAL
PROPERTY
We
believe that our competitive position will depend in part upon our ability to
obtain and enforce intellectual property rights protecting our technology. To
protect our intellectual property rights, we intend to rely on a combination of
patents, trademarks and trade secret laws, as well as confidentiality,
consulting and employee agreements. As of December 31, 2009, we owned two
pending provisional U.S. patent applications, covering non-invasive blood
glucose level tester, and thermal detection of IV infiltration. Our provisional
U.S. patent applications expire on July 23, 2010, and regular utility patent
applications must be filed before that date to ensure full protection of our
patent rights. We intend to file for additional patents when appropriate to
strengthen our intellectual property rights. We also intend to license and
acquire intellectual property from third parties.
Our
patent applications may not result in issued patents, and we cannot assure you
that any patents that have or might be issued will protect our intellectual
property rights or will be able to be successfully enforced. Even if valid and
enforceable, our patents may not be sufficiently broad to prevent others from
developing products that are similar to ours. Any patents issued to us may be
challenged by third parties as being invalid or unenforceable, or third parties
may independently develop similar or competing technology that avoids our
patents. We cannot be certain that the steps we take will prevent the
misappropriation of our intellectual property, particularly in foreign countries
where the laws may not protect our proprietary rights as fully as in the United
States.
The
medical device industry has been characterized by frequent and extensive
intellectual property litigation. It is possible that our competitors or other
patent holders may assert that products we develop are covered by their patents.
In addition, our competitors may infringe our issued patents, if any, on the
basis that their devices or the methods employed in their procedures are covered
by our patents. Enforcing our patent rights, however, will be expensive and
time-consuming and could distract management and harm our business and such
enforcement efforts might not be successful.
An
adverse determination in litigation or interference proceedings to which we may
become a party relating to intellectual property could subject us to significant
liabilities to, or require us to seek licenses from, third parties. Furthermore,
if we are found to willfully infringe third-party intellectual property rights,
we could, in addition to other penalties, be required to pay treble damages.
Although intellectual property disputes in the medical device area have often
been settled through licensing or similar arrangements, costs associated with
such arrangements may be substantial and could include ongoing royalties. We may
be unable to obtain necessary licenses on satisfactory terms, if at all. Adverse
determinations in a judicial or administrative proceeding or failure to obtain
necessary licenses could have an adverse material effect on our
business.
COMPETITION
We
believe that our ability to compete effectively will depend on such factors
as:
|
·
|
the
ability to develop our technologies into viable
products;
|
|
·
|
our
reputation and development of relationships with hospitals and
members of the home healthcare
industry;
|
29
|
·
|
obtaining clinical
evidence demonstrating the safety and effectiveness of devices based
on our technologies;
|
|
·
|
the cost of developing our
devices; and
|
|
·
|
our ability to develop our
technologies prior to competing technologies entering the
market.
|
|
·
|
obtaining the rights to new
technologies;
|
|
·
|
diversifying into fields other
than medical related technologies;
|
|
·
|
attracting and retaining skilled
personnel;
|
|
·
|
obtaining patents or other
intellectual property protection for our technologies;
and
|
|
·
|
conducting
clinical studies and obtaining and maintaining regulatory
approvals.
|
Our
industry is highly competitive, subject to change and significantly affected by
new product introductions and other activities of industry participants. Our
competitors have significantly greater financial and human capital resources
than we do and have established reputations and worldwide distribution channels,
all of which we are lacking. We compete against very large and
well-known medical device manufacturers including Johnson & Johnson,
Medtronic and other large medical device developers and
manufacturers. In addition, each of those companies, along with
others, has the financial resources, distribution channels and engineering
expertise to potentially develop and commercialize products that compete with
our technologies.
Because
of the size of the market opportunity for the treatment of diabetes and
detection of IV infiltration, competitors and potential competitors have
historically dedicated and will continue to dedicate significant resources to
aggressively promote their products or develop new products. New product
developments that could compete with us more effectively are likely because of
the prevalence of diabetes and IV infiltration, and the extensive research
efforts and technological progress that exist within the market. Furthermore, as
products based on our technologies are not yet developed, competitors may
develop successfully develop and market competing technologies before products
based on our technologies can be developed.
30
GOVERNMENT
REGULATION
Products
based on our current technologies will be medical devices, subject to extensive
and rigorous regulation under the Federal Food, Drug and Cosmetic Act, or the
FDCA, as implemented and enforced by the FDA, as well as the laws and
regulations implemented and enforced by other federal, state and local
regulatory bodies in the United States and comparable authorities in other
countries. We may be required to file for and obtain either 510(k) clearance or
a pre-market approval (PMA) application for those products or indications.
Pursuit of FDA approval may involve clinical trials, and can require large
capital expenditures. Even if we do raise sufficient funds to pursue
FDA approval, there is no guarantee that the FDA will ultimately approve our
products.
EMPLOYEES
We
currently have no employees. Our sole officer and Director provides services to
us on an as-needed basis. When we commence full operations, we plan to hire
full-time management and administrative support staff.
PLAN
OF OPERATION
Our cash
balance is $6,881 as of December 31, 2009. We believe our cash
balance is not sufficient to fund our limited levels of operations for any
period of time. We have been utilizing and may continue to utilize
funds from Diane Harder, our sole officer and director, who has informally
agreed to advance funds to allow us to pay for offering costs, filing fees, and
professional fees. Ms. Harder, however, has no formal commitment,
arrangement or legal obligation to advance or loan funds to the Company. In
order to achieve our business plan goals, we will need the funding from this
offering and substantial additional funding. We are a development stage company
and have generated no revenue to date.
We
believe that we will be able to raise enough money through this Offering to
further our business operations, but we cannot guarantee that completion of this
Offering will allow us to stay in business after doing so. If we are
unable to successfully generate revenues we may quickly use up the proceeds from
this Offering and will need to find alternative funding sources. At the present
time, we have not made any arrangements to raise additional funds other than
through this Offering.
If we
need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. If we raise
the maximum amount of $80,000 from this Offering, we expect that it will last a
maximum of twelve months without additional funding. If we only raise
the minimum amount of $40,000 from this Offering we will need to raise
additional funds within the next six months to meet the expenditures required
for operating our business. Our specific goal upon completion of this
Offering is to establish an office, further our efforts to protect our
intellectual property, further the development of our products, and develop a
corporate website as follows:
31
Office
Establishment
Upon the
completion of the offering, we plan to establish our office and acquire the
necessary equipment we need to expand operations. We believe that it will cost
approximately $9,500 to $20,000 to establish and support our office over the 12
months following completion of this Offering. We have no intentions to hire any
employees: our sole officer and director will handle our administrative
duties.
Patent
Protection
We
currently own patent rights to two technologies. The technologies are
the subject of two provisional patent applications each filed on July 23,
2009. Provisional patent applications are not examined for
patentability and become abandoned not later than 12 months after their filing
date. Within the 12 month period that the provisional patent
applications are effective, corresponding utility patent applications must be
filed in order to preserve the early filing date established by the provisional
application. It is our intention to utilize funds from this Offering
to file utility patent applications for our technologies prior to July 23,
2010. However, in the event that we do not raise enough funds to file
our utility patent applications prior to July 23, 2010, we may file utility
patent applications, which would have a later filing date and may have a
material adverse affect on our ability to protect our technologies.
Product
Development
We do not
expect the funds we raise in this Offering to be sufficient to fully develop our
technologies. The majority of development costs will be paid to third
party firms for engineering services. We do not expect to have enough
funds to fully develop any of our technologies into a viable product during
fiscal year 2010, and we will need to raise additional funding to have a viable
product to bring to market.
Website
Development
After our
office is established we plan to develop our website. Our website will display
information about our products, technologies and us and other information. We
plan to subscribe for a website search optimizing service to increase the
frequency our website is displayed to our potential customers when they search
for key words related to our technologies.
Description
of Property
We do not
hold ownership or leasehold interest in any property.
Legal
Proceedings
We may be
involved from time to time in ordinary litigation, negotiation and settlement
matters that will not have a material effect on our operations or finances.
There are no known pending legal proceedings to which the Registrant or its
management is a party or of which any of their property is the subject, no such
proceedings are known to have been threatened, and no such proceedings are known
to be contemplated by governmental authorities.
32
Market
Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters
There is
no established United States public market for our common stock. Our
common stock is not listed on a public exchange; however, we will be filing to
obtain a listing 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, nor can there be any
assurance that such an application for quotation will be approved.
We have
34 holders of record of our common shares as of March 16, 2010.
We have
issued 34,888,000 common shares since our inception On October 17, 2007 as
follows: We have issued 20,008,000 shares to our sole president and
director; and we have issued 14,880,000 shares in private offerings to
non-affiliate friends, family, and business associates of our director. We have
agreed to register the 14,880,000 shares belonging to non-affiliate
shareholders.
We do not
have any compensation plan under which equity securities are authorized for
issuance. There are no outstanding options or warrants or securities that are
convertible into shares of common stock. We have never paid cash
dividends on any of our securities, and we have no present intentions of paying
any cash dividends for the foreseeable future.
Selected
Financial Data
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
Supplementary
Financial Information
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
33
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity
and Capital Resources
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. As of December 31, 2009, the Company has working capital of
$5,281 and an accumulated deficit of $359.
Since we
initiated our business operations we have been funded primarily by the private
sale of equity to investors. During the year ended December 31, 2009,
our operations were funded by the sale of equity to shareholders and capital
contributions from our President, which collectively totaled
$7,460. Through December 31, 2009, we had used approximately $579 of
those funds for our operations.
We
currently have very little cash on hand and no other liquid
assets. Therefore, in order to carry on our business, we must obtain
additional capital. The Company intends to fund continuing operations
through equity financing arrangements, which may be insufficient to fund its
capital expenditures, working capital, and other cash requirements for the next
twelve months.
As of
December 31, 2009 we had no material commitments for capital
expenditures.
Results
of Operations
Due to
our lack of funds, our operations are very limited. As a result, we
realized no revenue during the year ended December 31, 2009, and inflation and
changing prices have had no impact on the Registrant's revenues or income from
continuing operations since inception.
While the
Registrant currently owns the rights to two pending patent applications, it
remains uncertain whether either or both patent applications will ever
issue. Furthermore, our patent counsel informs us that the cost of
both obtaining and enforcing patent protection is difficult to
estimate. The inability to obtain or enforce patent protection on our
technologies may have a material unfavorable impact on our ability to earn
revenue or income from continuing operations.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the Registrant’s financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to
investors.
34
Changes
in and Disagreements with Accountants
None.
Quantitative
and Qualitative Disclosures about Market Risk
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
Directors
and Executive Officers
Our
executive officer and director and her age as of the date of this prospectus are
as follows:
Name
|
Age
|
Position
|
||
Diane
L. Harder
|
|
72
|
|
President,
Director
|
The
director will serve as director until our next annual shareholder meeting or
until a successor is elected who accepts the position. Directors are elected for
one-year terms. Officers hold their positions at the will of the Board of
Directors, absent any employment agreement. There are no
arrangements, agreements, or understandings between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of the Company’s
affairs.
Diane
L. Harder, President and Director
Since
December 18, 2008, Ms. Harder has been our President, Chief Executive Officer,
Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and
sole member of our Board of Directors. Ms. Harder has been working in the
medical field at various nursing facilities since receiving her CNA license in
1972. From 2004 through 2006 Ms. Harder worked as a CNA at Sullivan
Park Care Center in Spokane Washington. From 2006 through 2008 Ms.
Harder worked as a CNA at Madison Nursing Home in Spokane WA. Neither
Sullivan Park Care Center nor Madison Nursing Home is a parent, subsidiary, or
other affiliate of NL One Corp. In 2008, Ms. Harder retired from her
position at Madison Nursing Home and began working at solutions to problems she
encountered in the nursing profession. Ms. Harder devotes
approximately 15 hours per week to our operations, and will devote additional
time as required. Ms. Harder is not an officer or director of any
other reporting company.
35
To the
best of our knowledge, none of our directors or executive officers, during the
past ten years, has been involved in any legal proceeding of the type required
to be disclosed under applicable SEC rules, including:
|
1.
|
Any
petition under the Federal bankruptcy laws or any state insolvency law
being filed by or against, or a receiver, fiscal agent or similar officer
being appointed by a court for the business or property of such person, or
any partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association
of which he was an executive officer at or within two years before the
time of such filing;
|
|
2.
|
Conviction
in a criminal proceeding, or being a named subject of a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
3.
|
Being
the subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following
activities:
|
|
i.
|
Acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
|
ii.
|
Engaging
in any type of business practice;
or
|
iii.
|
Engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State
securities laws or Federal commodities
laws;
|
|
4.
|
Being
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described in paragraph (3)(i) of this
section, or to be associated with persons engaged in any such
activity;
|
|
5.
|
Being
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the
Commission has not been subsequently reversed, suspended, or
vacated;
|
36
6.
|
Being
found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;
|
|
7.
|
Being
the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation
of:
|
|
i.
|
Any
Federal or State securities or commodities law or regulation;
or
|
ii.
|
Any
law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
|
iii.
|
Any
law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity;
or
|
|
8.
|
Being
the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as
defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))),
any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
association, entity or organization that has disciplinary authority over
its members or persons associated with a
member.
|
Executive
Compensation
There are
no formal written employment arrangements in place. We do not have any
agreements or understandings that would change the terms of compensation during
the course of a year.
The table
below shows what we have paid to our directors since our inception on October
17, 2007 through December 31, 2009.
Summary
Compensation Table
Name &
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other Annual
Compensation
($)
|
Restricted
Stock
Awards
($)
|
Securities
Underlying
Options/SARs
($)
|
LTIP
Payouts
($)
|
All Other
Compensation
($)
|
||||||||||||||||||||||
John
Vanhara,
President
&
Director
|
10-17-07
(inception) to 12-18-08
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Diane
Harder,
President
& Director
|
12-18-08
to 12-31-09
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
37
Compensation
Committee Interlocks and Insider Participation
The
Company’s Board of Directors does not have a compensation committee, and no
member of the Company’s Board of Directors has performed functions equivalent to
a compensation committee. During the year ending December 31,
2009, our sole executive officer was also the sole member of our board of
directors.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth the ownership, as of March 16, 2010 of our common
stock by our directors, and by all executive officers and directors as a group,
and by each person known to us who is the beneficial owner of more than 5% of
any class of our securities. As of March 16, 2010 there were 34,888,000 common
shares issued and outstanding. To the best of our knowledge, all persons named
have sole voting and investment power with respect to the shares, except as
otherwise noted.
Title of Class
|
Name of
Beneficial
Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent of
Class Before
Offering
|
Percent of
Class After
Offering with
Minimum
Number of
Shares Sold
|
Percent of
Class After
Offering with
Maximum
Number of
Shares Sold
|
|||||||||||||
Common
|
Diane
L. Harder
|
20,008,000 | 57.35 | % | 54.24 | % | 51.45 | % | ||||||||||
All
Officers and Directors as a Group
|
20,008,000 | 57.35 | % | 54.24 | % | 51.45 | % |
Certain
Relationships and Related Transactions
None of
our directors and officers, nor any proposed nominee for election as a director,
nor any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to all of our outstanding shares,
nor any promoter, nor any relative or spouse of any of the foregoing persons has
any material interest, direct or indirect, in any transaction since our
inception, or in any presently proposed transaction which, in either case, has
or will materially affect us.
38
Director
Independence
Under
NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or
she is also an executive officer or employee of the corporation. Our
sole director, Diane L. Harder is also our sole officer. As a
result, we do not have any independent directors.
Additional
Information
We have
filed with the Commission a registration statement on Form S-1 under the 1933
Act with respect to the securities offered by this prospectus. This prospectus,
which forms a part of the registration statement, does not contain all the
information set forth in the registration statement, as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the securities offered by this prospectus, reference is made to the
registration statement.
Statements
contained in this prospectus as to the contents of any contract or other
document that we have filed as an exhibit to the registration statement are
qualified in their entirety by reference to the exhibits for a complete
statement of their terms and conditions. The registration statement and other
information may be read and copied at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at:
1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.
39
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the various costs and expenses in connection with the
sale and distribution of the Common Stock being registered. All amounts
shown are estimates except the Securities and Exchange Commission registration
fee. The costs and expenses set forth below include the costs
attributable to the registration of shares for the Company’s Offering as well as
the Selling Shareholders, which expenses shall be paid borne entirely by the
Company.
Cost to
Company
|
||||
SEC Registration Fee
|
$ | 27 | ||
Printing and Edgarizing
expenses
|
$ | 1,000 | ||
Legal
fees and expenses
|
$ | 7,500 | ||
Accounting fees and expenses
|
$ | 3,500 | ||
Transfer agent
|
$ | 500 | ||
Stock certificates
|
$ | 200 | ||
Miscellaneous
|
$ | 73 | ||
Total
|
$ | 12,800 |
Indemnification
of Officers and Directors
Under our
Articles of Incorporation and Bylaws of the corporation, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his/her position, if he/she acted in good faith and in a manner
he/she reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director
is successful on the merits in a proceeding as to which he/she is to be
indemnified, we must indemnify him/her against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Disclosure
of Commission Position Of Indemnification For Securities Act
Liabilities
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 court of appropriate jurisdiction. We will then be governed by the
court's decision.
40
Recent
Sales of Unregistered Securities
December
18, 2008, the Company sold 8,000 shares of its common stock, par value $.0001
per share, to its sole Director and Officer Diane Harder. Total
consideration received from this offering was $500.
In July
of 2009, the Company issued 20,000,000 shares of its common stock, par value
$.0001 per share, to its sole Director and Officer Diane Harder. The
shares were issued in consideration of Ms. Harder’s assignment to the Company of
all right and title in two patent applications owned by Ms. Harder.
In August
of 2009, the Company completed an offering of 14,880,000 shares of its common
stock, par value $.0001 per share, to friends and business associates of our
Director, Diane Harder. Total consideration received from this
offering was $1,860.
The
offers, sales, and issuances of the securities described above were deemed to be
exempted from registration under the Securities Act of 1933 (the “Securities
Act”) in reliance Section 4(2) of the Securities Act in that the issuance
of securities to the recipients did not involve a public offering. Appropriate
legends were affixed to the securities issued in these transactions. Each of the
recipients of securities in these transactions was either an accredited investor
or was provided the information specified in paragraph (b)(2) of Rule 502 of the
Securities Act.
Exhibits
and Financial Statement Schedules
Financial
Statements
41
NL
One Corporation
(A
Development Stage Company)
Audited
Financial Statements
For
the Period from October 17, 2007
(Inception)
through December 31, 2009
F-1
NL
One Corporation
(A
Development Stage Company)
Index
to Audited Financial Statements
For
the Period from October 17, 2007
(Inception)
through December 31, 2009
Report
of Independent Registered Public Accounting Firm
|
F-3
|
Balance
Sheets as of December 31, 2009 and 2008
|
F-4
|
Statements
of Operations for the years ended December 31, 2009 and 2008; and for the
period from October 17, 2007 (Inception) to December 31,
2009
|
F-5
|
Statements
of Cash Flows for the years ended December 31, 2009 and 2008; and for the
period from October 17, 2007 (Inception) to December 31,
2009
|
F-6
|
Statement
of Changes in Stockholders’ Equity for the period from October 17, 2007
(Inception) to December 31, 2009;
|
F-7
|
Notes
to the Audited Financial Statements
|
F-8-F-13
|
F-2
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
The Board of Directors and Stockholders of
NL
One Corporation
Las
Vegas, NV
We
have audited the accompanying balance sheets of NL One Corporation (a
development stage company) (the “Company”) as of December 31, 2009 and
2008, and the related statements of operations, changes in stockholders'
equity, and cash flows for the years then ended, and for the period of
October 17, 2007 (date of inception) through December 31, 2009. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In
our opinion, based on our audit, the financial statements referred to
above present fairly, in all material respects, the financial position of
the Company as of December 31, 2009 and 2008, and the results of its
operations and cash flows for the years then ended, and for the period of
October 17, 2007 (date of inception) through December 31, 2009, in
conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has not generated revenues from
operations and has incurred net losses since inception. This raises
substantial doubt about the Company's ability to meet its obligations and
to continue as a going concern. Management's plans in regard to this
matter are described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/
Child, Van Wagoner & Bradshaw, PLLC
Child,
Van Wagoner & Bradshaw, PLLC
Salt
Lake City, UT
March
5,
2010
|
F-3
NL
One Corporation
(A
Development Stage Company)
Balance
Sheets
December 31,
2009
|
December 31,
2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 6,881 | $ | - | ||||
Subscriptions
receivable (Note 4)
|
- | 500 | ||||||
Total
current assets
|
6,881 | 500 | ||||||
Other
assets:
|
||||||||
Intangible
assets (Note 3)
|
1,820 | - | ||||||
Total
assets
|
$ | 8,701 | $ | 500 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 1,600 | $ | - | ||||
Total
current liabilities
|
1,600 | - | ||||||
Stockholders'
Equity (Note 4)
|
||||||||
Preferred
stock, par value $.0001, 10,000,000 shares authorized, none issued and
outstanding as of December 31, 2009 and 2008
|
- | - | ||||||
Common
stock, par value $.0001, 80,000,000 shares authorized, 34,888,000 and
8,000 issued and outstanding as of December 31, 2009 and 2008,
respectively
|
3,489 | 1 | ||||||
Additional
paid-in capital
|
3,971 | 499 | ||||||
Deficit
accumulated during the development stage
|
(359 | ) | - | |||||
Total
stockholders' equity
|
7,101 | 500 | ||||||
Total
liabilities and stockholders' equity
|
$ | 8,701 | $ | 500 |
See
accompanying notes to the audited financial statements.
F-4
NL
One Corporation
(A
Development Stage Company)
Statements
of Operations
For the Year
Ended December
31, 2009
|
For the Year
Ended December
31, 2008
|
For the Period
from October 17,
2007 (Inception)
through
December 31,
2009
|
||||||||||
Revenues:
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses:
|
||||||||||||
Selling,
general and administrative
|
359 | - | 359 | |||||||||
Operating
loss before income taxes
|
(359 | ) | - | (359 | ) | |||||||
Income
tax (expense) benefit
|
- | - | - | |||||||||
Net
loss available to common stockholders
|
$ | (359 | ) | $ | - | $ | (359 | ) | ||||
Basic
and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted
average shares outstanding
|
14,608,658 | 285 |
See
accompanying notes to the audited financial statements.
F-5
NL
One Corporation
(A
Development Stage Company)
Statements
of Cash Flows
For the Year
Ended
December 31,
2009
|
For the Year
Ended
December 31,
2008
|
For the Period
from October 17,
2007 (Inception)
through
December 31,
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (359 | ) | $ | - | $ | (359 | ) | ||||
Net
cash used in operating activities
|
(359 | ) | - | (359 | ) | |||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of intangible assets
|
(220 | ) | - | (220 | ) | |||||||
Net
cash used in investing activities
|
(220 | ) | - | (220 | ) | |||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
received from subscriptions receivable
|
500 | - | 500 | |||||||||
Capital
contributions
|
5,100 | - | 5,100 | |||||||||
Issuance
of common stock for cash
|
1,860 | - | 1,860 | |||||||||
Net
cash provided by financing activities
|
7,460 | - | 7,460 | |||||||||
Net
increase in cash
|
6,881 | - | 6,881 | |||||||||
Cash
at beginning of period
|
- | - | - | |||||||||
Cash
at end of period
|
$ | 6,881 | $ | - | $ | 6,881 | ||||||
Non-Cash
Investing and Financing Activities:
|
||||||||||||
Purchase
of intangible assets on credit
|
$ | 1,600 | $ | - | $ | 1,600 | ||||||
Issuance
of common stock for subscriptions receivable
|
$ | - | $ | 500 | $ | 500 | ||||||
Supplemental
Disclosures:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
See
accompanying notes to the audited financial statements.
F-6
NL
One Corporation
(A
Development Stage Company)
Statements
of Changes in Stockholders' Equity
For
the Period from October 17, 2007 (Inception) through December 31,
2009
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in Capital
|
Deficit
Accumulated
During the
Development
Stage
|
Total
Stockholders'
Equity
|
||||||||||||||||
Balance,
October 17, 2007 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Net
loss for the period
|
- | - | ||||||||||||||||||
Balance,
December 31, 2007
|
- | - | - | - | - | |||||||||||||||
Common
stock issued for cash at $.0625 per share, December 19,
2008
|
8,000 | 1 | 499 | - | 500 | |||||||||||||||
Net
loss for the year ended December 31, 2008
|
- | - | - | - | - | |||||||||||||||
Balance,
December 31, 2008
|
8,000 | 1 | 499 | - | 500 | |||||||||||||||
Common
stock issued for cash at $.000125 per share
|
14,880,000 | 1,488 | 372 | - | 1,860 | |||||||||||||||
Common
stock issued for intangible assets acquired from President
|
20,000,000 | 2,000 | (2,000 | ) | - | - | ||||||||||||||
Contributed
capital
|
- | - | 5,100 | - | 5,100 | |||||||||||||||
Net
loss for the year ended December 31, 2009
|
- | - | - | (359 | ) | (359 | ) | |||||||||||||
Balance,
December, 31, 2009
|
34,888,000 | $ | 3,489 | $ | 3,971 | $ | (359 | ) | $ | 7,101 |
See
accompanying notes to the audited financial statements.
F-7
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
1)
|
ORGANIZATION
|
Formally
known as Nevada Legacy Enterprises Corporation, NL One Corporation (the
“Company”) was incorporated on October 17, 2007 in the State of
Nevada. The Company’s accounting and reporting policies conform to
accounting principles generally accepted in the United States of America, and
the Company’s fiscal year end is December 31.
The
Company’s intended operations are to develop, patent, and market innovative
technologies and particularly, products in the fiber optic and electronic
fields. The Company currently owns patent pending technologies,
acquired through a stock exchange transaction with its President (see Note 3),
which technologies are focused primarily on the healthcare
industry. To date, the Company’s activities have been limited to its
formation, minimal operations, and the raising of equity capital.
DEVELOPMENT
STAGE COMPANY
The
Company is considered to be in the development stage as defined in ASC 915
“Accounting and Reporting by
Development Stage Enterprises.” The Company’s efforts have
been devoted primarily to raising capital, borrowing funds and attempting to
implement its planned, principal activities.
|
2)
|
SIGNIFICANT
ACCOUNTING POLICIES
|
USE
OF ESTIMATES
The
preparation of the Company’s financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. The Company’s periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties and markets that could affect the financial
statements and future operations of the Company.
F-8
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
2)
|
SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
|
CASH
AND CASH EQUIVALENTS
Cash and
cash equivalents include cash in banks, money market funds, and certificates of
term deposits with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of
management, are subject to an insignificant risk of loss in
value. The Company had $6,881 and $0 in cash and had no cash
equivalents as of December 31, 2009 and 2008, respectively.
NET
INCOME OR (LOSS) PER SHARE OF COMMON STOCK
The
Company has adopted ASC 260 “Earnings per Share,” (“EPS”)
which requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures, and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic earnings (loss) per share is computed
by dividing net loss by the weighted average number of shares of common stock
outstanding during the period.
The
following table sets forth the computation of basic and diluted earnings per
share for the years ended December 31, 2009 and 2008:
December 31,
2009
|
December 31,
2008
|
|||||||
Net
loss
|
$ | (359 | ) | $ | - | |||
Weighted
average shares outstanding (Basic)
|
14,608,658 | 285 | ||||||
Options
|
- | - | ||||||
Warrants
|
- | - | ||||||
Weighted
average shares outstanding (Diluted)
|
14,608,658 | 285 | ||||||
Net
loss per common share (Basic and Diluted)
|
$ | (0.00 | ) | $ | (0.00 | ) |
The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.
F-9
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
2)
|
SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
|
CONCENTRATIONS
OF CREDIT RISK
The
Company’s financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables it will likely incur in the near future. The Company places
its cash and cash equivalents with financial institutions of high credit
worthiness. At times, its cash and cash equivalents with a particular
financial institution may exceed any applicable government insurance
limits. The Company’s management plans to assess the financial
strength and credit worthiness of any parties to which it extends funds, and as
such, it believes that any associated credit risk exposures are
limited.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In June
2009, the FASB established the Accounting Standards Codification (“Codification”
or “ASC”) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.
Statement
of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent
Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810),
“Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105),
“The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162” were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant.
Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU No. 2010-08 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.
F-10
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
3)
|
INTANGIBLE
ASSETS
|
On July
20, 2009, the Company entered into an assignment agreement with its President,
whereby the Company’s President assigned to the Company all title, right, and
interest in and to the following two inventions: (i) Non-Invasive Blood Glucose
Level Tester; and (ii) Thermal Detection of Intravenous Infiltration, in
exchange for 20,000,000 shares of the Company’s common stock (see Note
4). Since the President’s historical cost basis of the inventions is
$0, and neither the common stock issued by the Company nor the inventions is
objectively measureable, the Company has offset the common stock’s par value of
$2,000 with a corresponding amount recorded in additional paid in capital,
resulting in a net transaction value of $0 in accordance with SAB Topic
5g.
On July
23, 2009, the Company capitalized $1,820 in legal and other fees incurred to
obtain patents on the inventions acquired by the President. Once the
patents are granted, the Company will amortize total capitalized costs over the
shorter of the useful or legal life, and will also analyze the costs for
impairment on a quarterly basis.
|
4)
|
STOCKHOLDERS’
EQUITY
|
AUTHORIZED
STOCK
In
January 2009, the Company amended its Articles of Incorporation, and as a
result, increased its authorized common shares from 1,000 to
10,000,000. The Company’s common shares have a par value of $.0001
per share, and each common share of the Company entitles the holder to one vote,
in person or proxy, on any matter on which action of the stockholder is
sought.
In
February 2010, the Company further amended its Articles of Incorporation,
whereby the Company authorized 10,000,000 preferred shares with a par value of
$.0001 per share, and approved an 8:1 forward split of the Company’s common
stock. As a result, effective February 4, 2010, each issued and
outstanding share of the Company’s common stock was automatically converted to 8
shares of common stock, and authorized common shares of the Company increased
from 10,000,000 to 80,000,000. Par value remained at $.0001 (see Note
7). The stock split has been retroactively applied to all periods
presented and all share issuances described in the audited financial statements
and footnotes are assumed to be post-split unless otherwise
indicated.
SHARE
ISSUANCES
In
December 2008, the Company issued 8,000 common shares to its President, at
$.0625 per share, in exchange for $500. This amount was received in
January 2009. Accordingly, the Company recorded a subscriptions
receivable amount, totaling $500 as of December 31, 2008. Since the
funds were received the month following issuance and prior to the publication of
these audited financial statements, the subscription receivable has been
reported as a current asset.
F-11
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
4)
|
STOCKHOLDERS’
EQUITY (CONTINUED)
|
SHARE
ISSUANCES (CONTINUED)
In July
2009, the Company issued 20,000,000 common shares to its President, at $.00 per
share, in exchange for the assignment of all title, right, and interest in two
patent pending technologies (see Note 3).
On
various dates in August 2009, the Company issued 14,880,000 common shares to
affiliates of the Company’s President, at $.000125 per share, in exchange for
$1,860.
As of
December 31, 2009 and 2008, the Company had issued and outstanding 34,888,000
and 8,000 shares of common stock, respectively. The Company has not
issued any shares of preferred stock since inception.
The
Company has no stock option plan, warrants or other dilutive
securities.
CAPITAL
CONTRIBUTIONS
In May
2009, the Company’s President contributed $100 to open one of the Company’s bank
accounts. In September 2009, the President contributed an additional
$5,000 to fund operations. Both contributions were made in
exchange for no further consideration.
|
5)
|
PROVISION
FOR INCOME TAXES
|
The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under ASC 718-740-20 to give effect to the resulting temporary
differences which may arise from differences in the basis of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years.
Minimal
development stage deferred tax assets arising as a result of net operating loss
carry forwards have been offset completely by a valuation allowance due to the uncertainty of their
utilization in future periods. Operating loss carry forwards totaled $359
for the period from October 17, 2007 (Inception) through December 31, 2009 and
will begin to expire in 2027. Accordingly deferred tax assets of
approximately $126 were offset by a valuation allowance, which increased by $126
and $0 during the years ended December 31, 2009 and 2008,
respectively.
The
Company adopted the provisions of uncertain tax positions as addressed in ASC
740-10-65-1, on December 31, 2004. As a result of the implementation of ASC
740-10-65-1, the Company recognized approximately no increase in the liability
for unrecognized tax benefits.
F-12
NL
One Corporation
(A
Development Stage Company)
Notes
to the Audited Financial Statements
For
the Period from October 17, 2007 (Inception) through December 31,
2009
|
5)
|
PROVISION
FOR INCOME TAXES (CONTINUED)
|
The
Company has no tax position at December 31, 2009 and 2008 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility. The Company recognizes interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses. No such interest or penalties were recognized during the periods
presented. The Company had no accruals for interest and penalties at December
31, 2009 and 2008. The Company’s utilization of any net operating loss carry
forward may be unlikely as a result of its intended development stage
activities.
|
6)
|
GOING
CONCERN AND LIQUIDITY
CONSIDERATIONS
|
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. As of December 31, 2009, the Company has working capital of
$5,281 and an accumulated deficit of $359. The Company intends to
fund operations through equity financing arrangements, which may be insufficient
to fund its capital expenditures, working capital and other cash requirements
for the next twelve months. The ability of the Company to emerge from the
development stage is dependent upon, among other things, obtaining additional
financing to continue operations, develop, patent and market its two patent
pending technologies. In response to these problems, management
intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability
to continue as a going concern. The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
|
7)
|
SUBSEQUENT
EVENTS
|
On
February 4, 2010, the Company amended its Articles of Incorporation, whereby the
Company:
|
-
|
changed
its name from Nevada Legacy Enterprises Corporation to NL One
Corporation;
|
|
-
|
authorized
10,000,000 preferred shares, with par value of $.0001. The
authorization of the preferred shares has been retroactively applied to
all periods presented; and
|
|
-
|
effected
an 8:1 forward split, whereby each issued and outstanding share of common
stock has been automatically converted to 8 shares of common
stock. As a result, authorized common shares have been
increased from 10,000,000 to 80,000,000. The par value of the
post – split shares remains $.0001 per share. The forward split
has been retroactively applied to all periods
presented.
|
On
January 19, 2010, the Company’s President contributed $3,000 to the Company in
exchange for no further consideration.
The
Company has evaluated its subsequent events from the balance sheet date through
the date of this report and determined there are no additional events to
disclose.
F-13
Exhibits
The
following Exhibits are filed as part of this Registration Statement, pursuant to
Item 601 of Regulation S-K.
Exhibit
Number
|
Document Description
|
|
3.1
|
Articles
of Incorporation
|
|
3.2
|
Bylaws
|
|
4.1
|
Specimen
Stock Certificate
|
|
5.1
|
Opinion
of the law firm of Befumo & Schaeffer, PLLC, regarding the legality of
the securities being registered.
|
|
23.1
|
Consent
of Child, Van Wagoner & Bradshaw, PLLC
|
|
23.2
|
Consent
of the law firm of Befumo & Schaeffer, PLLC (included
in Exhibit 5.1).
|
|
99.1
|
|
Subscription
Agreement
|
Undertakings
The
undersigned Registrant hereby undertakes:
1. To
file, during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
a)
|
include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
|
b)
|
reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in this
registration statement; and notwithstanding the forgoing, 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 the 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
|
c)
|
include
any additional or changed material information on the plan of
distribution.
|
2. That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
42
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
Offering.
4. That,
for determining our liability under the Securities Act to any purchaser in the
initial distribution of the securities, we undertake that in a primary offering
of our securities 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, we 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 that we file relating to the Offering
required to be filed pursuant to Rule 424 (Section 230.424 of this
chapter);
|
ii.
|
any
free writing prospectus relating to the Offering prepared by or on our
behalf or used or referred to by
us;
|
iii.
|
the
portion of any other free writing prospectus relating to the Offering
containing material information about us or our securities provided by or
on behalf of us; and
|
iv.
|
any
other communication that is an offer in the Offering made by us to the
purchaser.
|
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions 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, and is, therefore,
unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or control person in connection
with the securities being registered, we 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 is against
public policy as expressed in the Securities Act, and we will be governed by the
final adjudication of such issue.
43
Signatures
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of this Form S-1 Registration Statement and has duly
caused this Form S-1 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Washington, DC, on this 17th day of
March, 2010.
NL
ONE CORPORATION
|
||
BY:
|
/s/ Diane. L. Harder
|
|
Diane
L. Harder
|
||
President,
Director
|
Pursuant
to the requirements of the Securities Act of 1933, this Form S-1 Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature
|
Title
|
Date
|
||
/s/ Diane L. Harder
|
|
President,
Director
|
|
March
17, 2010
|
44