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EX-3.2 - Gemini Tea Corp.ex3-2.htm
EX-3.1 - Gemini Tea Corp.ex3-1.htm
EX-4.1 - Gemini Tea Corp.ex4-1.htm
EX-23.1 - Gemini Tea Corp.ex23-1.htm

 


U. S. SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
As filed with the Securities and Exchange
Commission on______________                                                                                                                                   
Registration No. ______________
 
 
Gemini Tea Corp.
 
 
(Exact name of registrant as specified in its charter)
 
Nevada
2099
____________
(State or other jurisdiction
of incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer Identification No.)
 
 
13836 Parkland Blvd SE, Calgary, Alberta Canada
(Address of registrant's principal executive offices)
 
T2J 3X4
(Zip Code)
 
(403) 256-2066
(Registrant's Telephone Number, Including Area Code)

Corporate Creations Network Inc.
8275 South Eastern Avenue
Suite 200-47
Las Vegas. Nevada 89123
Tel: (800) 672-9110
 
(Name, Address and Telephone Number of Agent for Service)
 
 
Approximate date of proposed sale to the public: From time to time after this registration statement becomes effective.
 
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [  ]
 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     [  ]
 
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [  ]
 
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [  ]
 
 
 
 

 

If the delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. £
 
 
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 definitions of  “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one)
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)
Small reporting company    T
 

 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of each class
of securities
to be registered
Amount
to be
registered
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration fee
Common Stock, $.0001 par value
2,000,000 (1)
$0.10
$200,000
$14.26
 
(1) Represents shares offered for sale by Gemini Tea Corp.
 
 

 
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 

 
 
 
 
 

 
 

 
 
Preliminary Prospectus
Gemini Tea Corp., a Nevada corporation
2,000,000 Shares of Common Stock
 
We are offering for sale 2,000,000 shares of our common stock in a direct public offering. The purchase price is $0.10 per share. No underwriter is involved in the offering and distribution of the shares. We are offering the shares without any underwriting discounts or commissions. Our president, Wanda Canning, will offer and sell the shares on our behalf.  If all of the shares offered are purchased, the proceeds to us will be $200,000. There is no minimum amount required to be raised in this offering. Subscriptions for shares of our common stock are irrevocable once made and funds will only be returned upon rejection of the subscription. This is our initial public offering and no public market currently exists for shares of our common stock. This offering will terminate six months following the effective date of this registration statement and will not be extended.
 
Title of securities
to be offered
Number of offered shares
Offering price
per share
Proceeds
Common Stock
2,000,000
$0.10
$200,000

This offering involves a high degree of risk.  See “Risk Factors” on Pages 5 to 8 for factors to be considered before purchasing shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We will 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 or other jurisdiction where the offer or sale of these securities is not permitted.

The date of this prospectus is April 12, 2010.
 

 
 
 
 
 
 
 

 
 
TABLE OF CONTENTS
 
 

 
Prospectus Summary
6
 
Risk Factors
8
 
Forward Looking Statements
11
 
Use of Proceeds
11
 
Determination of Offering Price
12
 
Dilution
12
 
Selling Security Holders
13
 
Plan of Distribution
13
 
Legal Proceedings
14
 
Directors, Executive Officers, Promoters and Control Persons
14
 
Security Ownership of Certain Beneficial Owners and Management
15
 
Description of Securities
15
 
Interest of Named Experts and Counsel
16
 
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
16
 
Organization Within Last Five Years
16
 
Description of Business
16
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
 
Description of Property
19
 
Certain Relationships and Related Transactions
19
 
Market for Common Equity and Related Stockholder Matters
20
 
Executive Compensation
21
 
Financial Statements
23
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
32
 
Legal Matters
32
 
Experts
32
 
Additional Information
32
 
Indemnification of Directors and Officers
33
 
Other Expenses of Issuance and Distribution
33
 
Recent Sales of Unregistered Securities
33
 
Exhibits
34
 
Undertakings
35
 
Signatures
37
 
 

 
 
 
 
 

 
 
 

 

 
 
Outside Back Cover Page
Dealer Prospectus Delivery Obligation

Until _______, 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’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Prospectus Summary

Our Business:
 
 
We were incorporated in Nevada on February 2, 2010. Our principal business address is 13836 Parkland Blvd SE, Calgary, Alberta, Canada, T2J 3X4. Our telephone number is (403) 256-2066.
 
We are a retailer/wholesaler of herbal, green, black and white teas and tea related accessories. We believe that we will need to raise a total of $100,000 to pay the costs of this offering and conduct our proposed business activities.
 
 
Summary financial information:
 
The summary financial information set forth below is derived from the more detailed financial statements appearing elsewhere in this Form S-1. We have prepared our financial statements contained in this Form S-1 in accordance with accounting principles generally accepted in the United States. All information should be considered in conjunction with our financial statements and the notes contained elsewhere in this Form S-1.

 
Income
Statement
 
 
 
For the One
Month Ended
February,
2010
$
   
For the year
ended
February 28, 2010
$
   
For the Period
from February 2,
2010 (inception) 
to
February 28, 2010
$
 
                       
Revenue
    0       0       0  
Total Operating Expenses
    515       515       515  
Net Income (Loss)
    (515 )     (515 )     (515 )
Net Income (Loss) Per Share
    (0.00 )     (0.00 )     (0.00 )
 
 
 
 
Balance Sheet
 
February 28, 2010
$
   
February 28, 2010
$
   
February 28, 2010
$
 
                       
Total Assets
    400       400       400  
Total Liabilities
     515        515        515  
Stockholders' Equity
     (115      (115      (115
 
 
 
 

 
 
6

 
 
     
 
Number of shares being offered:
 
 
 
We are offering for sale 2,000,000 shares of our common stock. We will sell the shares we are registering only to those individuals who have received a copy of the prospectus.
     
Number of shares outstanding after the offering:
 
 
4,000,000 shares of our common stock are currently issued and outstanding. After the offering, there may be up to 6,000,000 shares of our common stock issued and outstanding if all of the offered shares are sold.
     
Estimated use of proceeds:
 
We will receive $200,000 if all of the offered shares are sold and $100,000 if half the offered shares are sold. If all of the offered shares are purchased, we intend to use the proceeds for rent/office expenses, computer equipment, website development expenses, marketing expenses, working capital and offering expenses. This is a best efforts offering with no minimum offering amount. There is no guarantee that we will even raise enough funds to cover the expenses of this offering.
     
 

 
 

 
 
 
 
7

 
 
RISK FACTORS
 
 
In addition to the other information in this prospectus, the following risk factors should be considered carefully in evaluating our business before purchasing any of our shares of common stock. A purchase of our common stock is speculative in nature and involves a lot of risks. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his investment.
 
 
Risks related to our business:
 
 
We may not be able to further implement our business strategy unless sufficient funds are raised in this offering.  If we do not raise at least $100,000 we may have to cease operations, which could cause investors to lose their investment in us.
 
 
In order to fund our operations, we believe that we need minimum proceeds of approximately $100,000 from this offering. We believe that $150,000 will be sufficient to pay for the expenses of this offering and conduct our proposed business activities. Moreover, we hope to raise $200,000 which would allow us to implement our business plan to the full extent that we envision.  We may not realize sufficient proceeds to complete further business development costs, or to provide adequate cash flow for planned business activities. Our inability to raise sufficient funds in this offering may significantly hinder our ability to continue operations. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.
 
 
We have a limited operating history upon which an evaluation of our prospects can be made.
 
 
We were incorporated on February 2, 2010. Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues.
 
 
Because we are a development stage company, we have no revenues to sustain our operations.
 
 
We are a development stage company that is currently developing our business. To date, we have not generated any revenues. The success of our business operations will depend upon our ability to obtain clients and provides quality services to those clients. We are not able to predict whether we will be able to develop our business and generate significant revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable operations, then our business will fail.
 
 
We may not be able to compete effectively with other providers that have more resources and experience than we have.
 
 
Our industry is significantly competitive. We have competitors that provide some or all of the services and products that we expect provide and who are larger and have more resources than we do. Many of our competitors have significantly greater financial, human and marketing resources than we have. As a result, such competitors may be able to respond more quickly to new trends and changes in customer demands. Such competitors may also be able to devote greater resources to the development, promotion, sale, and support of their services and products than we do. If we do not compete effectively with current and future competitors, we may be unable to secure new customers or we may be required to reduce our prices in order to complete effectively. This could result in a reduction in our revenues, resulting in lower earnings or operating losses.
 
 
We anticipate that we may need to raise additional capital to market our products and services. Our failure to raise additional capital will significantly affect our ability to fund our proposed marketing activities.
 
 
We are currently not engaged in any sophisticated marketing program to market our services because we lack sufficient capital and revenues to justify the expenditure. We need to raise at least $100,000 to pay for the costs of this offering and fund our proposed business activities. We believe that we will need to raise $150,000 in this offering to fully implement our business plans. However, we may need to spend more funds on marketing and promotion than we have initially estimated. Therefore, if we need additional funds, we will need to raise additional capital in addition to the funds raised in this offering. We do not know if we will be able to acquire additional financing at commercially reasonable rates. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our sales and marketing activities.
 
 
8

 
We may not have sufficient financial resources to fund our operations if the offering is substantially undersold.

There is no minimum offering amount for this offering. We may not sell any or all of the offered shares. If the offering is substantially undersold, investors may lose their entire investment because we will not have sufficient capital to fund our operations. If we do not sell all of the offered shares, we may also be forced to limit any proposed business activities, which will hinder our ability to generate revenues.

Investors in this offering will suffer immediate and substantial dilution of their investment because they will provide 99.80% of the capital for a 33.33% equity interest in the company.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our outstanding common stock. Our existing shareholder has paid considerably less than the amount to be paid for the common stock in this offering. As a result, assuming an initial public offering price of $0.10 per share, investors purchasing common stock in this offering will incur immediate dilution of $0.068 in pro forma net tangible book value per share of common stock as of February 28, 2010 if all of the offered shares are sold.

We may not realize sufficient proceeds from this offering to implement our business plan as we are offering shares on direct participation basis, rather then using the experience of a dealer-broker.

We are offering shares on a direct participation basis. No individual, firm, or corporation has agreed to purchase any of the offered shares. We cannot guaranty that any or all of the shares will be sold. We do not plan to use a dealer-broker, even though a dealer-broker may have more experience, resources or contacts to more effectively achieve the sale of shares. A delay in the sale of the shares in this offering can be expected to cause a similar delay in the implementation of our business plan.

Our officer/director is engaged in other activities that could conflict with our interests. Therefore, our officer/director may not devote sufficient time to our affairs, which may affect our ability to conduct marketing and business activities and generate revenues.

The individual serving as our officer/director has existing responsibilities and may have additional business responsibilities unrelated to us. As a result, conflicts of interest between us and our officer/director’s other activities may occur from time to time, in that our officer/director may have conflicts of interest in allocating time, services, and functions between the other business ventures in which she may be or become involved and our affairs.

We depend on the efforts and abilities of our management to continue operations.

Our management is our only employee with experience relevant to business. Outside demands on our management’s time may prevent her from devoting sufficient time to our operations. In addition, the demands on their time will increase because of our status as a public company. The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements.  We cannot guaranty that our management will remain with us.
 
Our auditors have expressed substantial doubt regarding our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues, or if we do not raise sufficient funds in this offering.

We have not generated any revenues from our operations.  In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities.  However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, such as the funds we are attempting to raise in this offering, or that such funds, if available, will be obtainable on terms satisfactory to us.  If we do not raise sufficient funds in this offering, we may not be able to continue in business.  As a result, our auditors believe that substantial doubt exists about our ability to continue operations.

The costs to meet our reporting requirements as a public company subject to the Exchange Act of ’34 will be substantial and may result in us having insufficient funds to operate our business.
 
We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $35,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.

 
9

 
Risks related to owning our common stock:

We arbitrarily determined the offering price of the shares of common stock. Therefore, investors may lose all or part of their investment if the offering price is higher than the current market value of the offered shares.

The offering price of the shares of common stock being offered by us has been determined primarily by our capital requirements and has no relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have only generated minimal revenues to date, the price of the shares of common stock is not based on past earnings, nor is the price of the shares indicative of current market value for the assets owned by us. Investors could lose all or a part of their investment if the offering price has been arbitrarily set too high. Even if a public trading market develops for our common stock, the shares may not attain market values commensurate with the offering price.

Our officer, director and principal shareholder controls our operations and matters requiring shareholder approval.

Our officer, director and principal shareholder currently own 100% of our outstanding shares of common stock. Even if all the offered shares are sold, she will still own 66.67% of our outstanding shares of common stock.  As a result, our officer, director and principal shareholder will have the ability to control or significantly influence all matters requiring approval by our shareholders, including the election and removal of directors. Such control will allow our officer, director and principal shareholder to control the future course of the company. Our officer, director and principal shareholder does not intend to purchase any of the shares in this offering.

Investors should not look to dividends as a source of income.

In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future.  Consequently, any economic return will initially be derived, if any at all, from appreciation in the fair market value of our stock and not as a result of dividend payments.

Because we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced which may make it difficult for investors to sell their shares.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares.

There is no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.  Factors such as announcements of new services by us or our competitors and quarter-to-quarter variations in our results of operations, as well as market conditions in our sector may have a significant impact on the market price of our shares. Further, the stock market has experienced extreme volatility that has particularly affected the market prices of the stock of many companies and such volatility may be unrelated or disproportionate to the operating performance of those companies.

 
10

 
Forward Looking Statements

Information in this prospectus contains “forward looking statements” which can be identified by the use of forward-looking words such as “believes”, “estimates”, “could”, “possibly”, “probably”, “anticipates”, “estimates”, “projects”, “expects”, “may”, “will”, or “should” or other variations or similar words.  No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.  The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements.  Among the key factors that have a direct bearing on our results of operations are the costs and effectiveness of our operating strategy.  Other factors could also cause actual results to vary materially from the future results anticipated by those forward-looking statements.

Use of Proceeds

We will receive up to $200,000 if all of the shares of common stock offered by us at $0.10 per share are purchased. We cannot guarantee that we will sell any or all of the shares being offered by us. This is a best efforts offering with no minimum offering amount. The table below estimates our use of proceeds, given the varying levels of success of the offering. We expect that the proceeds will be used to reimburse expenses that were incurred on behalf of the company by our president prior to the offering.

 
Offered Shares Sold
Offering
Proceeds
Approximate
Offering Expenses(1)
Total Net Offering
Proceeds
Principal Uses of Net Proceeds
 
 
 
500,000 shares (25%)
$50,000
$11,000
$39,000
Computer Equipment:  $3,000
 
Website Development:  $7,000
 
Marketing/Printing:     $11,500
 
Working Capital:      $19,500
 
 
1,200,000 shares (60%)
$120,000
$11,000
$109,000
Computer Equipment:     $5,500
 
Website Development:   $12,000
 
Marketing/Printing:       $42,000
 
Working Capital:          $51,500
 
 
 
 
 
 
2,000,000 shares (maximum)
 
 
 
 
 
$200,000
 
 
 
 
 
$11,000
 
 
 
 
 
$189,000
Computer Equipment:   $10,000
 
WebsiteDevelopment:    $12,000
 
Marketing/Printing:     $65,000
 
Working Capital:         $105,000
 
          (1) Offering expenses have been rounded to $11,000.

Working capital will be used to pay general administrative expenses, legal expenses and accounting expenses for the next twelve months. Those expenses may increase if we are able to grow our operations and marketing activities.  Marketing expenses primarily include costs associated with travel and entertainment expenses to attend trade shows, conferences and meet potential wholesale customers for our products and services. Marketing expenses also includes development, preparation and printing of marketing materials, such as brochures and catalogs. The funds from this offering will not be used to pay Ms. Wanda Canning, our president, for any services related to activities undertaken to further the success of this offering, whether provided prior to, during, or subsequent to the offering.

We expect that the proceeds will be used to reimburse expenses that were incurred on behalf of the company by our president prior to the offering. If the offering proceeds are insufficient to pay the offering expenses in full, then it is intended that Ms. Canning will pay those expenses.

 
11

 
Determination of Offering Price

Factors Used to Determine Share Price.  The offering price of the 2,000,000 shares of common stock being offered by us has been determined primarily by our capital requirements and has no relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have only generated limited revenues to date, the price of the shares of common stock is not based on past earnings, nor is the price of the shares indicative of current market value for the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

Dilution

We intend to sell 2,000,000 shares of our common stock. We were initially capitalized by the sale of our common stock. The following table sets forth the number of shares of common stock purchased from us, the total consideration paid and the price per share. The table assumes all 2,000,000 shares of common stock will be sold. The founding shareholder is Wanda Canning.
 

 
 
Shares Issued
 
Total Consideration
Price
Per Share
Number
Percent
Amount
Percent
 
Founding Shareholder(1)
 
4,000,000 Shares
 
66.67%
 
$400
 
0.20%
 
$0.0001
Purchasers of Shares
2,000,000 Shares
33.33%
$200,000
99.80%
$0.10
 
Total
 
6,000,000 Shares
 
100%
 
$200,400
 
100%
 
 
(1)  
The founding shareholder was issued 4,000,000 shares of our common stock in exchange for consideration of $400 or $0.0001 per share.
 
 
 
The following table sets forth the difference between the offering price of the shares of our common stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 100% and 50% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of February 28, 2010.  Totals may vary due to rounding.

 
100% of offered
shares are sold
 50% of offered
shares are sold
Offering Price
$0.10
per share
$0.10
per share
Net tangible book value at 02/28/10
$0.00003
per share
$0.00003
per share
Net tangible book value after giving effect to the offering
$0.032
per share
$0.018
per share
Increase in net tangible book value per share attributable to cash payments made by new investors
$0.03197
per share
$0.01797
per share
Per Share Dilution to New Investors
$0.068
per share
$0.082
per share
Percent Dilution to New Investors
68%
82%
 

 
 
12

 
Selling Security Holder

There are no selling security holders in this offering.

Plan of Distribution

Primary Offering. We are offering for sale 2,000,000 shares of our common stock in a direct public offering on a best efforts basis with no minimum.  There is no minimum amount that must be sold, and we will receive any proceeds from this offering immediately upon the acceptance of subscription agreements we receive.  We will accept or reject any subscription agreement within ten days of receipt, and any checks submitted with rejected subscription agreements will be returned promptly.

We have not conducted any discussions or negotiations for the sale of all or any portion of those 2,000,000 shares of our common stock. There is no minimum number of shares that must be purchased by each prospective purchaser and the maximum number of shares we will sell is 2,000,000. We will not pay any commissions or other fees, directly or indirectly to any person or firm in connection with solicitation of sales of the common stock.  We will not conduct any aspect of this offering online, nor is any such online offering contemplated.  This offering will terminate six months following the effective date of this registration statement.

Our officer/director does not have any agreement or plan to purchase any shares in this offering.  There will not be any affiliates or associates of Ms. Canning purchasing shares in this offering.

Ms. Canning, our president, will not participate in the offer and sale of our shares of common stock, and will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.  Although Ms. Canning is an associated person of the company as that term is defined in Rule 3a4-l under the Exchange Act, she believes she will not be deemed to be a broker for the following reasons:

·
Ms. Canning is not subject to a statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act at the time of his participation in the sale of our securities.
   

·
Ms. Canning will not be compensated for her participation in the sale of company securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
   

·
Ms. Canning is not an associated person of a broker or dealer at the time of participation in the sale of company securities.
 
Ms. Canning will restrict her participation to the following activities:

·
preparing any written communication or delivering any communication through the mails or other means that does not involve oral solicitation by the president of a potential purchaser;

·
responding to inquiries of potential purchasers in communication initiated by the potential purchasers, provided, however, that the content of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document;

·
performing ministerial and clerical work involved in effecting any transaction.
 
 
 
 
13

 
We have not retained a broker for the sale of securities being offered. In the event we retain a broker who may be deemed an underwriter, an amendment to the registration statement will be filed.

The shares of common stock being offered by us have not been registered for sale under the securities laws of any state as of the date of this prospectus.

Under the Securities Exchange Act of 1934 and the regulations thereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable “cooling off” periods prior to the commencement of such distribution.

Legal Proceedings

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

Directors, Executive Officers, Promoters and Control Persons

Executive Officers and Directors. Our directors and principal executive officers are as specified on the following table:

Name
Age
Position
Wanda Canning
46
President, Chief Financial Officer, Secretary, Treasurer and Director

Wanda Canning. Ms. Canning has been our President, Chief Financial Officer, Secretary, Treasurer and our sole director since the date of inception. 

From 2005 to the present, Ms. Canning has been the owner/operator of Cassell Business Services, which provides comprehensive services for small corporations including matters related to incorporation, bookkeeping, accounting, personal and corporate taxes. From 2004 to 2005, Ms. Canning owned and operated CasBro, a retail store specializing in the provision of handmade candle holders and related accessories. From 1984 to 2003, Ms. Canning provided personal and corporate tax related services for and on behalf of several accounting firms. Ms. Canning is not an officer or director of any other reporting company.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. All officers are appointed annually by the board of directors and, subject to any employment agreements (which do not currently exist) serve at the discretion of the board. Currently, directors receive no compensation.

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

 

 
14

 
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 12, 2010, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class if No Shares are Sold
Percent of Class if 1,000,000 Shares are Sold
Percent of Class if 2,000,000 Shares are Sold
Common Stock
Wanda Canning 13836 Parkland Blvd SE, Calgary, Alberta Canada T2J 3X4
 4,000,000 shares President, Director
    100.00%
     80.00%
    66.67%
Common Stock
All directors and named executive officers as a group
 4,000,000 shares
    100.00%
     80.00%
    66.67%

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
 
Changes in Control.  Our management is not aware of any arrangements that may result in a change in control.

Committees. Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors believes it is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.

Audit Committee and Financial Expert. Presently, the Board of Directors acts as the audit committee. The Board of Directors does not have an audit committee financial expert. The Board of Directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.
Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.

Description of Securities

We were authorized to issue 100,000,000 shares of $.0001 par value common stock.  As of April 12, 2010, 4,000,000 shares of our common stock were issued and outstanding.

Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy. We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors.

Our Articles of Incorporation and our Bylaws do not contain any provisions that were included to delay, defer, discourage or prevent a change in control.

 

 
15

 
Interest of Named Experts and Counsel

No “expert” or our “counsel” was hired on a contingent basis, or will receive a direct or indirect interest in us, or was a promoter, underwriter, voting trustee, director, officer, or employee of the company, at any time prior to the filing of this registration statement.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Article VIII of our Bylaws provides that our officers and directors shall be indemnified and held harmless by us to the fullest extent permitted by the provisions of Section 78.7502 of the Nevada Revised Statutes.
 
Accordingly, our directors may have no liability to our shareholders for any mistakes or errors of judgment or for any act of omission, unless as provided under the Nevada Revised Statutes, the act or omission involves intentional misconduct, fraud, or a knowing violation of law or results in unlawful distributions to our shareholders as provided.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, 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 that act and is, therefore, unenforceable.

Organization Within Last Five Years

Transactions with Promoters. Wanda Canning is our promoter and serves as our sole officer and director. In February, 2010, we issued 4,000,000 shares of our common stock to Wanda Canning who is our founder and was our sole officer and director at inception. These shares were issued in exchange for cash payment of $400.00 or $0.0001 per share.

Description of Business

Our Background. We were incorporated in Nevada on February 2, 2010.

Our Business. We are a retailer/wholesaler of herbal, green, black and white teas and tea related accessories.
 
Our Supplier. As of the date of this prospectus, we have not secured one or more suppliers of tea leaves and herbs. We intend to establish direct relations with tea suppliers and suppliers of tea related accessories. We may develop relationships with more than one supplier so that we will have complementary suppliers in the event that our current supplier is unable to meet our customer requirements and so that we may diversify our product offerings.

Our Target Markets and Marketing Strategy.  Our target markets are the United States and Canada. We intend to establish a warehouse in Calgary, Alberta, Canada that will store our inventory. From this warehouse, products will be shipped to destinations in the United States and Canada. We intend to aggressively market and promote the Gemini Tea brand through the Internet including social networking websites, to grocery stores, restaurants, health food stores, spas and cafes throughout the United States and Canada. We also plan to attend trade conventions, industry events and place promotional pieces in various print and Internet based publications.

Growth Strategy. We plan to drive growth through implementation of our marketing strategy that, in turn, we anticipate will lead to increased sales of our products. We hope that increased sales will lead to customer satisfaction with our products and, consequently, word of mouth promotion by new customers.

Our Website.  Our website www.geminiteas.com is under construction. We expect that our website will provide information on all products that we sell, allow users to purchase products directly on our website, and serve as one of our primary marketing tools to create brand awareness. As well, our website will provide a description of our business and our contact information including address, telephone number and email address.

Our Competition. The tea industry is significantly competitive. We have competitors that have been providing teas and tea accessories for many years through traditional storefront operations and through Internet based operations and these competitors have more resources then we do. Many of these competitors have significantly greater financial, human and marketing resources than we have. As a result, these competitors may be able to devote greater resources to the development, promotion, sale and support of their products than we do. If we do not compete effectively with current and future competitors, we may be not be able to secure customers and/or we may be required to reduce our prices in order to compete effectively. This could result in a reduction in our revenues, resulting in lower earnings or operating losses.

Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do and they may compete more effectively than us. We anticipate that competition will increase in the future. We may not successfully compete in any market in which we conduct or may conduct operations.

We believe that our products will be unique in terms of flavor and herb and tea leaf combinations. We anticipate spending sufficient time and energy researching and testing our products. We believe that this will provide us with a competitive advantage as compared to our competitors. In addition, our ability to compete effectively will be
dependent on our management establishing an effective marketing plan that secures adequate numbers of retail and wholesale customers.

 
16

 
Government Regulation. Through the laws and regulations of Canada and the provincial government of Alberta, our products and services are subject to material regulation by responsible governmental agencies. As such, business and company registrations and business operations must be in compliance with the laws and regulations of provincial and other local governments and industry agencies. We believe that we are in conformity with all applicable laws of Alberta.

We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in Nevada and the United States.

Our Research and Development. As of the date of this prospectus, we have not conducted any research and development. To finalize our products and subsequently maintain a competitive advantage in the marketplace, we believe that we will need to engage in research and development.

Intellectual Property. We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.

We own the Internet domain name “www.geminiteas.com” Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.

Employees. As of the date of this prospectus, we have no salaried employees.

Facilities. Our executive, administrative and operating offices are located at 13836 Parkland Blvd SE, Calgary, Alberta, T2J 3X4, Canada. Wanda Canning, our President, Chief Executive Officer, Secretary, Treasurer and Director provides our office space at no charge.

 
 
 

 
17

 
Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Registration Statement on Form S-1.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended February 28, 2010, and the period from February 2, 2010 (inception) to February 28, 2010, together with notes thereto which are included in this Registration Statement on Form S-1.
 
For the one month ended February 28, 2010.

Results of Operations

Revenues. We had no revenues for the one month ended February 28, 2010.  We hope to generate revenues as we commence operations and implement our business plan.
Operating Expenses. For the one month ended February 28, 2010, our total operating expenses were $515.  Expenses are primarily due to incorporation expenses.

Net Loss.  For the one month ended February 28, 2010, our net loss was $515.  The net loss was due to incorporation expenses.

Liquidity and Capital Resources. On February 2, 2010, we issued 4,000,000 shares of common stock to our founder in exchange for cash payment of $400 or $0.0001 per share.  We intend to use these proceeds to pay for administrative expenses.

As of February 28, 2010, we had liabilities of $515 which represented a related party loan from our sole officer/director. We had no other long term liabilities, commitments or contingencies.

During 2010, we expect to incur significant accounting costs associated with the audit of our financial statements. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of becoming a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

For the year ended February 28, 2010.

Results of Operations

Revenues. We had no revenues for the one month ended February 28, 2010, as compared to no revenues generated during the period from February 2, 2010 (inception) to February 28, 2010.  We hope to generate revenues as we commence operations and implement our business plan.

Operating Expenses. For the year ended February 28, 2010, our total operating expenses were $515. These fees resulted from incorporation expenses.

Net Loss.  For the year ended February 28, 2010, our net loss was $515. The net loss was a result of incorporation expenses.

Liquidity and Capital Resources. On February 2, 2010, we issued 4,000,000 shares of common stock to our founder in exchange for cash payment of $400 or $0.0001 per share.  

As of February 28, 2010, we had liabilities of $515 which represented a related party loan from our sole officer/director. We had no other long term liabilities, commitments or contingencies.

During 2010, we expect to incur significant accounting costs associated with the audit of our financial statements. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of becoming a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

Our Plan of Operation for the Next Twelve Months.  To implement our business plan during the next twelve months, we must raise at least $100,000 in this offering and begin to market and promote our services. With the proceeds from this offering, we intend to purchase computer equipment, complete development of our website, conduct market research and begin marketing our products to potential clients. We are developing sales and marketing materials including brochures describing the products that we provide so that we may promote a professional appearance to potential customers.

During the next three to six months, our primary objective is to complete the offering and begin to obtain customers so that we generate revenues to support our operations. During the next six to twelve months, we hope to expand our operations and provide products and service to several customers. We believe that the size of our operations may vary depending on the amount of funds raised in this offering. If we are able to sell all of the shares in this offering, we believe that the size of our operations will increase because we will be able to increase our marketing activities. If we do not raise any funds in this offering, we may not have adequate funds to market our services.  We need to raise at least $100,000 to pay for the costs of this offering and fund our proposed business activities. We believe that we will need to raise $150,000 in this offering to fully implement our business plans. However, we may need to spend more funds on marketing and promotion than we have initially estimated. Our failure to market and promote our services will hinder our ability to increase the size of our operations and generate additional revenues. If we are not able to generate additional revenues that cover our estimated operating costs, then our business may fail.

 
18

 
We have cash and cash equivalents of $400 as of February 28, 2010. In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. Those funds do not include any funds raised in this offering. We will not be able to implement our business plan in the manner that we envision unless we raise funds from this offering. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties. Actual results may differ significantly from our forecast and our business may fail as a result of several factors. In order to expand our operations, we do not currently anticipate that we will need to raise additional capital in addition to the funds raised in this offering.  If we do not raise at least $100,000 from this offering, then we may not be able to pay for the expenses of this offering, fund our operations, complete development of our website, conduct marketing activities and expand our operations.  This offering is a best efforts offering with no minimum.  We will have access to these funds as soon as they are received.

We are not currently conducting any research and development activities other than the development of our website, which we expect the total cost to be approximately $12,000.  We do not anticipate conducting such activities in the near future. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.

Off-Balance Sheet Arrangements.  We have no off-balance sheet arrangements.

Description of Property

Property held by us. As of February 28, 2010, we held no real property.  We do not presently own any interests in real estate.

Our Facilities. Our executive, administrative and operating offices are located at 13836 Parkland Blvd SE, Calgary, Alberta, T2J 3X4. Wanda Canning, our President, Chief Executive Officer, Secretary, Treasurer and Director provides our office space at no charge. We do not have a written lease or sublease agreement with Ms. Canning. Ms. Canning does not expect to be paid or reimbursed for providing office facilities.  We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. We do not own any real estate.

Certain Relationships and Related Transactions

Certain Relationships. None.

Related party transactions.

In February, 2010, we issued 4,000,000 shares of our common stock to Wanda Canning, our President, Chief Financial Officer, Secretary, Treasurer and Director and who held such offices and directorship on the date of inception. These shares were issued in exchange for cash payment of $400.00 or $0.0001 per share.

Wanda Canning, our President, Chief Executive Officer, Secretary, Treasurer and Director provides our office space at no charge.

We believe that each report transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:
·
disclose such transactions in prospectuses where required;

·
disclose in any and all filings with the Securities and Exchange Commission, where required;

·
obtain disinterested directors’ consent; and

·
obtain shareholder consent where required.
 
 
 
19

 
Market for Common Equity and Related Stockholder Matters

Reports to Security Holders. Our securities are not listed for trading on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. Although we are not required to deliver an annual report to security holders, we intend to provide an annual report to our security holders, which will include audited financial statements.

When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

As of April 12, 2010, there was one record holder of our common stock.

There are no outstanding shares of our common stock that may be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There are no outstanding shares of our common stock that we have agreed to register under the Securities Act of 1933 for sale by security holders.

There have been no cash dividends declared on our common stock.  Dividends are declared at the sole discretion of our Board of Directors.

Recent Sales of Unregistered Securities. There have been no sales of unregistered securities within the last three (3) years that would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:

On February 2, 2010, we issued 4,000,000 shares of common stock to our founder in exchange for cash payment of $400.00 or $0.0001 per share. The shares were issued in a transaction that we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 5 of that act and Regulation S promulgated pursuant to that act by the Securities and Exchange Commission.

Purchases of Equity Securities. None.

No Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan.  We also do not have an equity compensation plan and do not plan to implement such a plan.

Penny Stock Regulation.  Shares of our common stock will probably be subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”.  Penny stocks are generally equity securities with a price of less than $5.00, except for 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 those securities is provided by the exchange or system. The penny stock rules require that a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

·
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;

·
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;

·
a toll-free telephone number for inquiries on disciplinary actions;

·
definitions of significant terms in the disclosure document or in the conduct of  trading in penny stocks; and
 
 
 
20

 

 
·
such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation.
 
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·
the bid and offer quotations for the penny stock;

·
the compensation of the broker-dealer and its salesperson in the transaction;

·
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·
monthly account statements showing 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Executive Compensation

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our board of directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

Summary Compensation Table.  The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our chief executive officer and our other executive officers for the year ended February 28, 2010 and the period from February 2, 2010 (inception) to February 28, 2010.  Our board of directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.


   
Annual Compensation
Long Term Compensation
 
 
Name and Principal
Position
Year
Salary ($)
Bonus ($)
Other Annual Compensation ($)
Awards
Payouts
All Other Compensation
Restricted Stock Awards ($)
Securities Underlying Options/SARs (#)
LTIP Payouts ($)
Wanda Canning
President, Chief Financial Officer, Secretary, Treasurer
2010
None
None
None
None
None
None
None
 
Employment Contracts and Termination of Employment. We do not anticipate that we will enter into any employment contracts with any of our employees. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).
Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation on February 2, 2010.
 
 
21

 
Outstanding Equity Awards at Fiscal Year-End. As of the year ended February 28, 2010, the following named executive officer had the following unexercised options, stock that has not vested, and equity incentive plan awards:


Option  Awards
Stock Awards
 Name
Number of Securities Underlying Unexercised Options # Exercisable
# Un-exercisable
Equity Incentive Plan Awards, Number of Securities Underlying Unexercised Options
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock Not Vested
Market Value of Shares or Units Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
Value of Unearned Shares, Units or Other Rights Not Vested
Wanda Canning
President, Chief Financial Officer, Secretary, Treasurer
0
0
0
0
0
0
0
0
0

Long-Term Incentive Plans. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. As of February 28, 2010, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect.

Compensation of Directors. Our directors who are also our employees receive no extra compensation for their service on our board of directors.

 
 
 
 
 
 
 
 
 
 
 
 
22

 
 
Financial Statements

GEMINI TEA CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS

 
Report of Independent Registered Public Accounting Firm
25
 
 
Balance Sheet as of February 28, 2010 (Audited)
26
 
 
Statement of Expenses For the Period from February 2, 2010 (Inception) through February 28, 2010
27 
 
 
Statement of Stockholders’ Deficit For the Period from February 2, 2010 (Inception) through February 28, 2010
28 
 
 
Statement of Cash Flows For the Period from February 2, 2010 (Inception) through February 28, 2010
29 
 
 
Notes to Financial Statements
30 
 
 
 
 
 











 
23

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders,
  Gemini Tea Corp.
  (a Development Stage Company)
  Calgary, Alberta, Canada

We have audited the accompanying consolidated balance sheet of Gemini Tea Corp as of February 28, 2010 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the period from inception (February 2, 2010) through February 28, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an 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, the financial statements referred to above present fairly, in all material respects, the financial position of Gemini Tea Corp. as of February 28, 2010 and the results of operations and cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.


MaloneBailey, LLP
www.malonebailey.com
Houston, Texas

March 5, 2010

 
 
 

 
 
24

 
 
GEMINI TEA CORP.
(A Development Stage Company)
Balance Sheet
February 28, 2010


ASSETS
     
       
CURRENT ASSETS
     
       
Cash
  $ 400  
         
         
Total Current Assets
    400  
         
TOTAL ASSETS
  $ 400  
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
       
         
CURRENT LIABILITIES
       
         
Related party loan payable
  $ 515  
         
Total Current Liabilities
    515  
         
Total Liabilities
    515  
         
STOCKHOLDERS’ DEFICIT
       
         
Common stock, $0.0001 par value, authorized 100,000,000
       
shares; 4,000,000 shares issued and outstanding
    400  
Deficit accumulated during the development stage
    (515 )
         
Total Stockholders’ Deficit
    (115 )
 
       
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 400  


The accompanying notes are an integral part of these financial statements.


 

 
 
25

 
 

 
GEMINI TEA CORP.
(A Development Stage Company)
Statement of Expenses
For the Period from February 2, 2010 (Inception)
through February 28, 2010


REVENUES
  $ -  
         
OPERATING EXPENSES
       
         
General and administrative
    515  
         
OPERATING LOSS
    (515 )
         
NET LOSS
  $ (515 )
         
BASIC AND FULLY DILUTED (LOSS) PER SHARE
  $ (0.00 )
         
WEIGHTED AVERAGE NUMBER OF SHARES
       
OUTSTANDING
    4,000,000  




The accompanying notes are an integral part of these financial statements.
 

 
 
26

 
GEMINI TEA CORP.
(A Development Stage Company)
Statement of Stockholders’ Deficit
For the Period from February 2, 2010 (Inception)
through February 28, 2010


   
Common Stock
   
Deficit Accumulated During the Development
       
   
Shares
   
Amount
   
Stage
   
Totals
 
                         
Common stock
                       
issued for cash at $.0001
                       
on Feb 2, 2010
    4,000,000     $ 400       -     $ 400  
                                 
Net loss for the
                               
period ended
                               
Feb 28, 2010
    -       -       (515 )     (515 )
                                 
Balance,
                               
Feb 28, 2010
    4,000,000     $ 400     $ (515 )   $ (115 )

 

The accompanying notes are an integral part of these financial statements.
 
 
 
27

 
GEMINI TEA CORP.
(A Development Stage Company)
Statement of Cash Flows
For the Period from February 2, 2010 (Inception)
through February 28, 2010


CASH FLOWS FROM OPERATING ACTIVITIES
     
       
Net loss
  $ (515 )
Adjustments to reconcile net loss to net cash
       
used in operating activities:
       
Changes in operating assets and liabilities:
    -  
         
Net Cash (Used in) Operating Activities
    (515 )
         
CASH FLOWS FROM INVESTING ACTIVITIES
       
         
Net Cash Used by Investing Activities
    -  
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
         
Proceeds from issuance of common stock
    400  
Proceeds from related party loan
    515  
         
Net Cash Provided by Financing Activities
    915  
         
NET INCREASE (DECREASE) IN CASH
    400  
         
CASH AT BEGINNING OF YEAR
    -  
         
CASH AT END OF YEAR
  $ 400  
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
       
         
Cash Paid For:
       
         
Interest
  $ -  
Income taxes
  $ -  

 
The accompanying notes are an integral part of these financial statements.
 
 
28

 

GEMINI TEA CORP.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2010


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in Nevada on February 2, 2010.

The Company is in the development stage and has elected February 28 as its fiscal year end.

Earnings (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.

Cash and cash equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided. The Company did not have any revenue during 2010 fiscal year.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such benefits will not be realized.

 
29

 
GEMINI TEA CORP.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2010


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of February 28, 2010:

Deferred tax assets:
     
NOL Carryover
  $ 515  
Valuation Allowance
    (515 )
         
Net deferred tax asset
  $ -  

Foreign Currency Translation

The Company is based in Calgary, Alberta although it is incorporated in Nevada. Since inception, all transactions have been in U.S. dollars, although that may change when operating activities commence. There are no hedging contracts. Revenues and expenses during each period will be translated at the average exchange rates of those periods. Equity accounts are translated at historical amounts. Translation adjustments are deferred in the equity account, Other Comprehensive Income (Loss) is a separate component of Stockholders’ Equity.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.           GOING CONCERN

As set forth on the Company’s balance sheet, its assets total $400. These funds represent an amount paid by the Company’s officer/director for their common shares. This amount does not provide adequate working capital for the Company to successfully operate its’ business and to service its debt. Expenses incurred to the date of this prospectus are being recorded on the Company’s books as they occur. This raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital. Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Ms. Canning and from equity funding, via proceeds raised from the offering set forth in this prospectus. However there can be no assurances that management’s plans will be successful.
 
 
30

 
GEMINI TEA CORP.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2010

3.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On February 2, 2010, the sole officer-director acquired all of the Company’s outstanding capital stock, being 4,000,000 common shares, at a price of $0.0001 per share. The officer-director made a demand loan to the Company of $515.

The Company neither owns nor leases any real or personal property, and an officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.









 
 
 
 
 
 

 
 
31

 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

In 2010, our Board of Directors appointed Malone & Bailey, PC, to audit our financial statements from February 2, 2010, our date of formation, through February 28, 2010. There have been no disagreements with our accountant since our formation.

Experts

Our financial statements for year ended February 28, 2010 appearing in this prospectus which is part of a Registration Statement have been audited by Malone & Bailey, PC and are included in reliance upon such report given upon the authority of Malone & Bailey, PC as experts in accounting and auditing.

Additional Information

We have filed a registration statement on Form S-1 with the Securities and Exchange Commission pursuant to the Securities Act of 1933.  This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information regarding us and our common stock offered hereby, reference is made to the registration statement and the exhibits and schedules filed as a part of the registration statement.
 
 
 
 
 
 
 
 

 
 
32

 
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Article VIII of our Bylaws provides that our officers and directors shall be indemnified and held harmless by us to the fullest extent permitted by the provisions of Section 78.7502 of the Nevada Revised Statutes.

Accordingly, our directors may have no liability to our shareholders for any mistakes or errors of judgment or for any act of omission, unless as provided under the Nevada Revised Statutes, the act or omission involves intentional misconduct, fraud, or a knowing violation of law or results in unlawful distributions to our shareholders as provided.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable.

Other Expenses of Issuance and Distribution

We will pay all expenses in connection with the registration and sale of our common stock. The estimated expenses of issuance and distribution are set forth below.

 
 
Registration Fees
Approximately
$14.26
 
 
Costs of Printing
Approximately
$1,300.00
 
 
Legal Fees
Approximately
$5,500.00
 
 
Accounting Fees
Approximately
$4,200.00
 

 
Recent Sales of Unregistered Securities

There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:

On February 2, 2010, we issued 4,000,000 shares of our common stock to our founder in exchange for cash payment of $400.00 or $0.0001 per share.

The shares were issued in a transaction that we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 5 of that act and Regulation S promulgated pursuant to that act by the Securities and Exchange Commission. There were no commissions paid on the sale of these shares. The investors are non-U.S. persons and the sales were made in an offshore transaction. No directed selling efforts were made in the United States by us or any person acting on our behalf. The offer or sale was not made to a U.S. person or for the account or benefit of a U.S. person. The purchaser of the securities certified that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person. The purchasers of the securities have agreed to resell such securities only in accordance with the provisions of Regulation S or pursuant to registration under the Securities Act of 1933. The shares of common stock issued to the purchaser contain a legend to the effect that transfer is prohibited except in accordance with the provisions of this Regulation S or pursuant to registration under the Securities Act of 1933. We will not register any transfer of the securities unless such transfer is made in accordance with the provisions of Regulation S or pursuant to registration under the Securities Act of 1933.
 
 
 
 
33

 

Exhibits

Copies of the following documents are filed with this registration statement, Form S-1, as exhibits:

Exhibit No.

 
1
Underwriting Agreement (not applicable)
   
3.1
Articles of Incorporation
   
3.2
Bylaws
   
4.1
Subscription Agreement
   
8
Opinion Re: Tax Matters (not applicable)
   
11
Statement Re: Computation of Per Share Earnings*
   
15
Letter on unaudited interim financial information (not applicable)
   
23.1
Consent of Auditors


*
Included in Financial Statements
 


 
34

 

 Undertakings

A. We hereby undertake:

 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 
(ii)
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the 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 prospects 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

 
(iii)
Include any additional or changed material information on the plan of distribution.

(2)  
For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
 
(3)  
File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
  
(4)  
For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
i. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
 
 
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
 
 
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
 
 
iv. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
 
B. 
 

 
(1)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
 
 
 

 
 
35

 
 
(2)
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

C.
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.


 
 
 
 
 
 
 
 
 
 

 
 
36

 

 
 SIGNATURES
   
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized.

Gemini Tea Corp.,
a Nevada corporation
 
 
         
/s/ Wanda Canning
 
 April 12, 2010
   
Name: Wanda Canning
       
Title : President,
(Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), Secretary, Treasurer, Director
       

         
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and on the dates stated:

 
/s/ Wanda Canning
 
 April 12, 2010
   
Name: Wanda Canning
       
Title : President,
(Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), Secretary, Treasurer, Director
       


 
 
 
 
 
 

 
 
37