Attached files
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EX-3.5 - EX-3.5 - EnviraTrends, Inc | v201771_ex3-5.htm |
EX-3.6 - EX-3.6 - EnviraTrends, Inc | v201771_ex3-6.htm |
EX-4.1 - EX-4.1 - EnviraTrends, Inc | v201771_ex4-1.htm |
EX-5.1 - EX-5.1 - EnviraTrends, Inc | v201771_ex5-1.htm |
EX-10.4 - EX-10.4 - EnviraTrends, Inc | v201771_ex10-4.htm |
EX-10.3 - EX-10.3 - EnviraTrends, Inc | v201771_ex10-3.htm |
EX-23.1 - EX-23.1 - EnviraTrends, Inc | v201771_ex23-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
FORM
S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
EnviraTrends,
Inc.
(Name of
small business issuer in our charter)
Wyoming
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5900
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27-0566627
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||
(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard
Industrial
Classification
Code
Number)
|
IRS
I.D.
|
1900
Main Street
Suite
312
Sarasota,
FL
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34236
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: 941.365.8835
WYOMING
CORPORATE SERVICES, INC.
2710
Thomes Ave.
Cheyenne,
Wyoming 82001
(Name,
address and telephone number of agent for service)
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same offering. ¨
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. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.
Large
accelerated filer ¨
|
Accelerated
Filer ¨
|
||
Non-accelerated
filer ¨
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Smaller
reporting company x
|
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price
per
unit
|
Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
[1] [2]
|
||||||||||||
Common
Stock offered by the Selling Stockholders [3]
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550,000
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$
|
0.02
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$
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11,000
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$ |
1.00
|
(1) Estimated
in accordance with Rule 457(c) of the Securities Act of 1933 solely for the
purpose of computing the amount of the registration fee based on recent prices
of private transactions.
(2) Calculated
under Section 6(b) of the Securities Act of 1933 as .0000713 of the aggregate
offering price.
(3) Represents
shares of the registrant’s common stock being registered for resale that have
been issued to the selling shareholders named in this registration
statement.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay our effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a) may
determine.
PROSPECTUS
ENVIRATRENDS,
INC.
Selling
shareholders are offering up to 550,000 shares of common stock. The
selling shareholders will offer their shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board and, assuming we secure this qualification,
thereafter at prevailing market prices or privately negotiated
prices. We will not receive proceeds from the sale of
shares from the selling shareholders.
There are
no underwriting commissions involved in this offering. We have agreed
to pay all the costs of this offering. Selling shareholders will pay no offering
expenses.
Prior
to this offering, there has been no market for our securities. Our common stock
is not now listed on any national securities exchangeor the OTC Bulletin Board,
although it is our intention to request that a market maker file a Form 211 to
secure a qualification for our securities to be quoted on the OTC Bulletin Board
or OTCQB. There is no guarantee that our securities will ever trade
on the OTC Bulletin Board, OTCQB or other exchange.
This
offering is highly speculative and these securities involve a high degree of
risk and should be considered only by persons who can afford the loss of their
entire investment. See “Risk Factors” beginning on page
8.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is _________________ , 2010.
2
TABLE OF
CONTENTS
SUMMARY
INFORMATION AND RISK FACTORS
|
4
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RISK
FACTORS
|
8
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USE
OF PROCEEDS
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12
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DETERMINATION
OF OFFERING PRICE
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12
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DILUTION
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13
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SELLING
SHAREHOLDERS
|
13
|
PLAN
OF DISTRIBUTION
|
15
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LEGAL
PROCEEDINGS
|
17
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
|
17
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
19
|
DESCRIPTION
OF SECURITIES
|
20
|
INTEREST
OF NAMED EXPERTS
|
21
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES
|
21
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DESCRIPTION
OF BUSINESS
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21
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
25
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DESCRIPTION
OF PROPERTY
|
27
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
28
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MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
28
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EXECUTIVE
COMPENSATION
|
31
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
33
|
3
SUMMARY
INFORMATION AND RISK FACTORS
You
should carefully read all information in the prospectus, including the financial
statements and their explanatory notes, under the Financial Statements prior to
making an investment decision. Please do not enter into a investment
decision on our company without proper guidance from your financial advisor or a
registered broker.
Organization
EnviraTrends,
Inc. is a Wyoming corporation formed on June 22, 2009. We
incorporated in Wyoming as we wished laws governing corporate matters to be
governed by Wyoming law.
We
decided to incorporate in Wyoming rather than any other state because we believe
that incorporating in Wyoming offers the following benefits, not all of which
are available to us if we incorporated in other states:
Wyoming
doesn’t have –
|
·
|
Personal
income tax
|
|
·
|
Corporate
income tax
|
|
·
|
Inventory
tax
|
|
·
|
Gross
receipts tax
|
|
·
|
Franchise
tax
|
|
·
|
Disclosure
of shareholders
|
|
·
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Business
or "per-capita" tax
|
|
·
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Excise
tax
|
|
·
|
Sales,
property and inheritance taxes are among the lowest in
America
|
Wyoming
corporate law also provides for –
|
·
|
Unlimited
ability to issue stock
|
|
·
|
Low
annual fees
|
|
·
|
As
an officer or director, Wyoming laws are specific in that one cannot be
held responsible for the debts of the
corporation
|
|
·
|
Directors
and/or shareholders meetings may be held anywhere in the
world
|
|
·
|
Stock
in a Wyoming corporation may be issued in exchange for anything of
value
|
|
·
|
Wyoming
law provides for lifetime
proxies.
|
As we
do business in Florida, we have filed the appropriate qualification to do
business in Florida as a Florida corporation and have filed our qualification as
an exhibit to this registration statement.
Our
principal office is located at 1900 Main Street, Suite 312, Sarasota FL
34236. Phone: 941.365.8835
Business
We
intend to market a pet memorial product. We currently intend to
secure the services of third party manufacturers to turn cremated pet ashes into
glass “Eternal Gems.” Eternal Gems will differ in color and clarity,
and size depends on the weight of the animal. Future customers, if any, will be
able to have all the cremated remains converted into an Eternal Gem sculpture or
to select a design from the Gemstone or Touchstone Series, which will require a
smaller portion of the cremated remains.
4
On
December 23, 2009, we acquired the rights to our products from ImagiTrend Group
LLC in exchange for 3,180,000 shares of common stock. Russell
Haraburda, our president and director, is Managing Member of ImagiTrend Group
LLC.
Since our
inception, we have been continuously engaged in operational activities related
to developing our business plan by:
|
·
|
Securing
the rights to our product as described in “Business – Intellectual
Property”
|
|
·
|
Completing
the development phase of manufacturing and selling our products
by:
|
|
o
|
commencing
to contact manufactures in Asia to outsource all manufacturing of our
products as well as potential sources to fulfill distribution of our
product– although we have no contracts in place as of the date of this
registration statement
|
|
o
|
marketing
to pet crematoriums, cemeteries, major pet supply chains and veterinarians
through discussions between our management and these
sources
|
|
·
|
Modifying
our current business plan such that we believe we can commence generating
revenues with minimal additional
capital
|
|
o
|
. We
have developed our current business plan that requires only an additional
estimated up to $50,000, primarily for overhead items related to marketing
such as printing, postage and telephone, to implement our current business
plan to enable us to start generating revenues by outsourcing all of our
manufacturing and distribution. We are registering our shares
for resale at this time despite our need to raise additional capital
because we believe registering these shares will facilitate our ability to
secure a qualification for quotation of our securities on the OTCBB and
that this qualification will facilitate our ability to raise this minimal
amount of additional funding. Our officer and directors will
handle all marketing functions for no additional
compensation. Although we have held preliminary discussions
with third party manufactures and distributors, we do not have any binding
contracts, agreements or commitments at this time and based upon these
discussions do not believe we will have any until we become a public
company. As of November 3, 2010, we have $7,849 in cash in our
bank account which we intend to use to implement this current
plan. In the future, if we secure the necessary funding of up
to $500,000, we plan on opening a 4,000 square foot production/showroom
facility in the second quarter on Washington Blvd. in Sarasota, Florida to
distribute and display the Eternal Gems. The opening of the proposed
distribution/showroom facility is not critical to our plan to be in the
marketplace as soon as
possible.
|
As of
the date of this registration statement, manufacturing and distribution of our
products by third parties has not commenced. We have not sold any
products as of the date of this registration statement.
We do
not consider ourselves a blank check company in that we have a specific
implementable business plan to generate revenues as described above, we have
already taken steps to implement that business plan and intend to continue to do
so, and we do not have any intention to engage in a reverse merger with any
unidentified entity in an unrelated industry.
5
The
Offering
As of
the date of this prospectus, we had 24,194,850 shares of common stock
outstanding.
Selling
shareholders are offering up to 550,000 shares of common stock. The
selling shareholders will offer their shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will pay all expenses of
registering the securities, estimated at approximately $100,000. We
will not receive any proceeds of the sale of these securities.
To be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. The current
absence of a public market for our common stock may make it more difficult for
you to sell shares of our common stock that you own.
Financial
Summary
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements and
their explanatory notes before making an investment decision. The following
table summarizes our financial position as of June 30, 2010 and September 30,
2009, and the results of our operations for the periods ended June 30, 2010 and
September 30, 2009, which were derived from our audited financial
statements.
Balance
Sheet
June
30, 2010
|
September
30, 2010
|
|||||||
Cash
|
$ | 11,338 | $ | 499 | ||||
Total
assets
|
19,047 | 499 | ||||||
Accrued
payroll due to shareholder
|
36,609 | 11,200 | ||||||
Due
to affiliate
|
53,315 | 30,165 | ||||||
Total
liabilities
|
112,724 | 41,365 | ||||||
Total
stockholders' deficit
|
(93,677 | ) | (40,866 | ) |
6
Statement
of Operations
For
the Period
|
||||||||
From
June 22, 2009
|
||||||||
Nine
Months Ended
|
(Date
of Inception)
|
|||||||
June
30, 2010
|
To
September 30, 2009
|
|||||||
Net
revenue
|
$ | - | $ | - | ||||
Expenses
|
262,508 | 61,466 | ||||||
Net
loss
|
$ | (262,508 | ) | $ | (61,466 | ) | ||
Net
loss per common share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted
average common equivalent
|
||||||||
shares
outstanding - basic and diluted
|
18,133,776 | 10,254,703 |
7
RISK
FACTORS
In
addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock. All material risks are discussed
in this section.
Our lack of generating
revenues from operations makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance.
Although
we have taken significant steps to develop our business plan since our
inception, as of the date of this registration statement, we are a development
stage company and have not generated any revenues. We must raise at
least an additional estimated up to $50,000, primarily for overhead items
related to marketing such as printing, postage and telephone, to implement our
current business plan to be able to generate revenues. We have no
commitments to raise any such funds. We have not entered into any
agreements to manufacture our products and we have not yet sold any
products. Our business plan is still speculative and unproven.
There is no assurance that we will be successful in executing our business plan
or that even if we successfully develop our products or implement our business
plan or thatwe will ever generate revenues or profits, which makes it difficult
to evaluate our business. As a consequence, it is difficult, if not
impossible, to forecast our future results based upon our historical data.
Because of the uncertainties related to our lack of historical operations, we
may be hindered in our ability to anticipate and timely adapt to increases or
decreases in sales, revenues or expenses. If we do not raise the necessary
funds or if we do and make poor budgetary decisions as a result of unreliable
historical data, we may never generate revenues or become profitable or incur
losses, which may result in a decline in our stock price.
Selling Shareholders may
compete with the company for buyers of our shares, making it potentially more
difficult for us to raise money which could delay the implementation of our
current business plan.
We
must raise at least an additional estimated up to $50,000, primarily for
overhead items related to marketing such as printing, postage and telephone, to
implement our current business plan to be able to generate
revenues. Selling Shareholders may compete with the company for
buyers of our shares, making it potentially more difficult for us to raise money
which could delay implementation of our current business plan.
There is substantial doubt
about our ability to continue as a going concern as a result of our lack of
revenues and if we are unable to generate significant revenue or secure
financing we may be required to cease or curtail our
operations.
The
report of our independent registered public accounting firm that raises
substantial doubt as to whether we can continue as a going concern based upon
our lack of operating history and revenues. The financial statements
do not include adjustments that might result from the outcome of this
uncertainty and if we are unable to generate significant revenue or secure
financing we may be required to cease or curtail our
operations.
8
Risks Related to our
Business
Because
our current business plan anticipates that we will depend initially on a limited
number of third party manufacturers to make and distribute the pet memorial
products we will sell, any interruption in the availability of these products
inhibit our ability to commence generating revenues or if we ever generate
revenues could reduce our revenues.
Our
current business plan anticipates that we will rely on a limited number third
party manufacturers to make and distribute the pet memorial products we will
sell. We do not have any agreements with third party manufacturers or
distributors. Our failure to establish and thereafter maintain
existing relationships with our third party manufacturers or distributors or to
establish new relationships in the future could also negatively affect our
ability to obtain pet memorial products we will sell in a timely manner. If we
are unable to obtain or maintain agreements with third party manufacturers or
distributors or alternative sources of manufacture or distribution, we may be
unable to fulfill customers' orders for particular products, which could inhibit
our ability to commence generating revenues or if we ever generate revenues
could reduce our revenues.
Because
our competitors in the pet memorial products sales business have greater
financial and marketing resources than we do, we may never be able to generate
revenues or if we are able to generate revenues, we may experience a reduction
in market share and revenues.
The
markets for our pet memorial products are highly competitive and rapidly
changing. Some of our current and prospective competitors have
significantly greater financial, technical, marketing resources than we
do. Our ability to compete in our markets depends on a number of
factors, some within and others outside our control. These factors
include: the frequency and success of product introductions by us and by our
competitors, the selling prices of our products and of our competitors’
products, consumer attitude and reactions to our products and of our
competitors’ products, product distribution by our competitors, our marketing
ability and the marketing ability of our competitors, and the quality of
customer support offered by us and by our competitors. Accordingly,
we may never be able to generate revenues or if we are able to generate
revenues, we may experience a reduction in market share and
revenues.
Risks Related to Management
and Personnel
We depend heavily on
Russell Haraburda, President, who is our sole officer and key employee, and the
loss of Mr. Haraburda’s services could harm our
business.
Our
future business and results of operations depend in significant part upon the
continued contributions Mr. Russell Haraburda, President, our sole officer and
key employee. If we were to lose Mr. Russell Haraburda, President, if Mr.
Russell Haraburda, President, fails to perform in his respective current
position, or if we are not able to attract and retain skilled employees as
needed, our business could suffer. We have no key person insurance on Mr.
Haraburda. We have an employment agreement with Mr. Haraburda. We
depend on the skills and abilities of this sole officer and key employee in
managing the product acquisition, marketing and sales aspects of our business,
any part of which could be harmed by our loss of his services in the
future.
9
Our management has limited
experience in managing the day to day operations of a public company and, as a
result, we may incur additional expenses associated with the management of our
company.
Mr.
Russell Haraburda, President, our sole officer and key employee, is responsible
for the operations and reporting of the combined company. The requirements of
operating as a small public company are new to the management team and the
employees as a whole. This may require us to obtain outside assistance from
legal, accounting, investor relations, or other professionals that could be more
costly than planned. We may also be required to hire additional staff to comply
with additional SEC reporting requirements and compliance under the
Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements
and other provisions of securities laws could negatively affect our stock price
and adversely affect our results of operations, cash flow and financial
condition.
Because we do not have an
audit or compensation committee, shareholders will have to rely on the entire
board of directors, none of which are not independent, to perform these
functions.
We do not
have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation
committee. These functions are performed by the board of directors as
a whole. No members of the board of directors are independent
directors. Thus, there is a potential conflict in that board members
who are management will participate in discussions concerning management
compensation and audit issues that may affect management decisions.
Certain
of our stockholders hold a significant percentage of our outstanding voting
securities which could reduce the ability of minority shareholders to effect
certain corporate actions.
Our
officers, directors and majority shareholders are the beneficial owners of
approximately 95.84% of our outstanding voting securities. Russell Haraburda,
our sole officer and key employee, owns approximately 54.47% of our outstanding
voting securities. As a result, he and they possess significant
influence and can elect a majority of our board of directors and authorize or
prevent proposed significant corporate transactions. Their ownership and control
may also have the effect of delaying or preventing a future change in control,
impeding a merger, consolidation, takeover or other business combination or
discourage a potential acquirer from making a tender offer.
Risks Related to the Market
for our Stock
Investors may have
difficulty in reselling their shares due to the lack of market or state Blue Sky
laws.
Our
common stock is currently not quoted on any market. No market may ever develop
for our common stock, or if developed, may not be sustained in the
future.
10
The
holders of our shares of common stock and persons who desire to purchase them in
any trading market that might develop in the future should be aware that there
may be significant state law restrictions upon the ability of investors to
resell our shares. Accordingly, even if we are successful in having the Shares
available for trading on the OTCBB, investors should consider any secondary
market for the Company's securities to be a limited one. We intend to seek
coverage and publication of information regarding the company in an accepted
publication which permits a "manual exemption." This manual exemption permits a
security to be distributed in a particular state without being registered if the
company issuing the security has a listing for that security in a securities
manual recognized by the state. However, it is not enough for the security to be
listed in a recognized manual. The listing entry must contain (1) the names of
issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a
profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. We may not be able
to secure a listing containing all of this information. Furthermore,
the manual exemption is a non issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor's, Moody's
Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and
many states expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
Accordingly,
our shares should be considered totally illiquid, which inhibits investors’
ability to resell their shares.
We will be subject to penny
stock regulations and restrictions and you may have difficulty selling shares of
our common stock.
The SEC
has adopted regulations which generally define so-called “penny stocks” to be an
equity security that has a market price less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exemptions. We anticipate
that our common stock will become a “penny stock”, and we will become subject to
Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule.” This rule imposes
additional sales practice requirements on broker-dealers that sell such
securities to persons other than established customers and “accredited
investors” (generally, individuals with a net worth in excess of $1,000,000 or
annual incomes exceeding $200,000, or $300,000 together with their spouses). For
transactions covered by Rule 15g-9, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser’s
written consent to the transaction prior to sale. As a result, this rule may
affect the ability of broker-dealers to sell our securities and may affect the
ability of purchasers to sell any of our securities in the secondary
market.
For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure schedule prepared by
the SEC relating to the penny stock market. Disclosure is also required to be
made about sales commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stock.
We do not
anticipate that our common stock will qualify for exemption from the Penny Stock
Rule. In any event, even if our common stock were exempt from the Penny Stock
Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which
gives the SEC the authority to restrict any person from participating in a
distribution of penny stock, if the SEC finds that such a restriction would be
in the public interest.
11
Sales of our common stock
under Rule 144 could reduce the price of our stock.
There are
1,141,856 shares of our common stock held by non-affiliates and 18,190,000
shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as
restricted securities. 550,000 shares of our common stock held by
non-affiliates are currently eligible for resale or are being registered in this
offering, however affiliates will still be subject to the resale restrictions of
Rule 144. In general, persons holding restricted securities,
including affiliates, must hold their shares for a period of at least six
months, may not sell more than one percent of the total issued and outstanding
shares in any 90-day period, and must resell the shares in an unsolicited
brokerage transaction at the market price. The availability for sale
of substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.
Although we will be a
mandatory reporting company under Section 15(d) of the Securites Act of 1933
until and through fiscal year end September 30, 2010, if we do not file a
Registration Statement on Form 8-A to become a mandatory reporting company under
Section 12(g) of the Securities Exchange Act of 1934 thereafter, we will
continue as a voluntary reporting company and will not be subject to the proxy
statement or other information requirements of the 1934 Act, our securities can
no longer be quoted on the OTC Bulletin Board, and our officers, directors and
10% stockholders will not be required to submit reports to the SEC on their
stock ownership and stock trading activity, all of which could reduce the value
of your investment and the amount of publicly available information about
us.
As a
result of this offering as required under Section 15(d) of the Securities
Exchange Act of 1934, we will file periodic reports with the Securities and
Exchange Commission through September 30, 2010, including a Form 10-K for the
year ended September 30, 2010, assuming this registration statement is declared
effective before that date. At or prior to September 30, 2010, we
intend voluntarily to file a registration statement on Form 8-A which will
subject us to all of the reporting requirements of the 1934 Act. This will
require us to file quarterly and annual reports with the SEC and will also
subject us to the proxy rules of the SEC. In addition, our officers, directors
and 10% stockholders will be required to submit reports to the SEC on their
stock ownership and stock trading activity. We are not required under
Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have
more than 500 shareholders and total assets of more than $10 million on
September 30, 2010. If we do not file a registration statement on
Form 8-A at or prior to September 30, 2010, we will continue as a voluntary
reporting company and will not be subject to the proxy statement or other
information requirements of the 1934 Act, our securities can no longer be quoted
on the OTC Bulletin Board, and our officers, directors and 10% stockholders will
not be required to submit reports to the SEC on their stock ownership and stock
trading activity.
USE
OF PROCEEDS
Not
applicable. We will not receive any proceeds from the sale of shares
offered by the selling shareholders.
DETERMINATION
OF OFFERING PRICE
The
offering price has been arbitrarily determined and does not bear any
relationship to our assets, results of operations, or book value, or to any
other generally accepted criteria of valuation. Prior to this offering, there
has been no market for our securities. In order to assure that
selling shareholders will offer their shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board, we will notified our shareholders and our
Transfer Agent that no sales will be allowed prior to the date our shares are
quoted on the OTC Bulletin Board without proof of the selling
price.
12
DILUTION
Not
applicable. We are not offering any shares in this registration statement. All
shares are being registered on behalf of our selling shareholders.
SELLING
SHAREHOLDERS
The
selling shareholders named below are selling the securities. The
table assumes that all of the securities will be sold in this offering. However,
any or all of the securities listed below may be retained by any of the selling
shareholders, and therefore, no accurate forecast can be made as to the number
of securities that will be held by the selling shareholders upon termination of
this offering. On various days from July 29, 2009 through September
11, 2009, the Company issued 530,000 shares to 73 investors. The
following stock was issued for services to James Burk (137,100 shares) and
Michael Williams (137,100 shares), attorneys. The shares were issued
under Section 4(2) of the Securities Act of 1933. We believe that the
selling shareholders listed in the table have sole voting and investment powers
with respect to the securities indicated. We will not receive any
proceeds from the sale of the securities by the selling
shareholders. No selling shareholders are broker-dealers or
affiliates of broker-dealers. No selling shareholder except for Mr.
Prasad, a Director, and Rita Prasad, his wife, is an officer, director or
affiliate.
13
Selling
Shareholder
|
Shares
to
be
offered
by
the
Selling
Stockholders
|
Percentage
owned
before
Offering
|
Amount
owned
after
the
offering,
assuming
all
shares
sold
[1]
|
Percentage
owned
after
the
offering,
assuming
all
shares
sold
[1]
|
Relationship
to
us
|
||||||||||||
Hicks,
Dr. Gregory
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Rosenberg,
Dr. Seth I.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Sepe,
Michael S.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Saccoccio,
August
|
5,000
|
*
|
0
|
0
|
|||||||||||||
D'Alusio,
John
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Daugherty,
Julie
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Wine,
Jack
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Storman,
Brian
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Meehan,
Michael J.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Bisciotti,
Patsy A.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Cavalier,
Paul
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Gilles,
Dr. Thomas
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Gilles,
Dr. Greg
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Gilles,
Stephen M.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Vento,John
|
5,000
|
*
|
45,000
|
*
|
|||||||||||||
Vento,
Michael
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Black
Diamond Holdings, Lyn Spearman, natural person with voting or investment
control over these securities
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Valentino,
Michael
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Colby,
Gregory
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Schuster,
Kurt
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Cervinka,
John
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Bucheger,
James
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Bradley,
Henrietta
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Akridge,
Eriasi
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Akridge,
Damani
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Sepe,
Michael J.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Sepe,
Adam C.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Grube,
Doug
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Kanter,
Dr. Michael
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Faber,
Allen
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Orlik,
Michael
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Boscia,
James
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Marcum,
Debbie
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Ponder,
Curtis R.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Everett,
Lloyd
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Kempshall,
Scott
|
5,000
|
*
|
0
|
0
|
|||||||||||||
McCrsytal,
Thomas J.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Munroe,
Joshua
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Cave,
M. & Hatfield, S.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Porter,
John
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Kidd,
Steven & Natalia
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Sager,
James
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Smith,
Kenneth
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Richardson,
Michael
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Lander,
James
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Wainwright,
Danielle
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Jones,
John
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Yousef,
Aziz
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Buelk,
Vincent
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Jenkins,
Dorothy
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Morris,
Gordon
|
5,000
|
*
|
0
|
0
|
|||||||||||||
DeOliveira,
Ernesto
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Montaquila,
Robert
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Peterson,
Trent
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Duenow,
Gene
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Grabanski,
Roy
|
5,000
|
*
|
0
|
0
|
|||||||||||||
McNeill,
Shawn
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Wallace,
Priscilla
|
5,000
|
*
|
20,000
|
*
|
|||||||||||||
Rouson,
Darryl
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Boerger,
Wayne
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Totten,
Scott
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Jensen,
Scott
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Vossler,
Ralph
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Cooney,
Ernie
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Prasad,
Roger
|
5,000
|
*
|
0
|
0
|
Director
|
||||||||||||
Prasad,
Rita
|
5,000
|
*
|
0
|
0
|
Wife of Director
|
||||||||||||
Prasad,
Sunil
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Swift,
Gracie
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Wells,
Douglas
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Schwarz/Becher
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Patel,
Rick
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Bartley,
Oliver
|
5,000
|
*
|
100,000
|
*
|
|||||||||||||
Burke,
Toby S.
|
5,000
|
*
|
0
|
0
|
|||||||||||||
Burk,
James
|
10,000
|
*
|
127,100
|
*
|
Attorney
|
||||||||||||
Williams,
Michael
|
10,000
|
*
|
127,100
|
*
|
Attorney
|
||||||||||||
TOTAL
|
550,000
|
* Represents
ownership of less than one percent
14
Blue Sky
The
holders of our shares of common stock and persons who desire to purchase them in
any trading market that might develop in the future should be aware that there
may be significant state law restrictions upon the ability of investors to
resell our shares. Accordingly, even if we are successful in having the Shares
available for trading on the OTCBB, investors should consider any secondary
market for the Company's securities to be a limited one. We intend to seek
coverage and publication of information regarding the company in an accepted
publication which permits a "manual exemption." This manual exemption permits a
security to be distributed in a particular state without being registered if the
company issuing the security has a listing for that security in a securities
manual recognized by the state. However, it is not enough for the security to be
listed in a recognized manual. The listing entry must contain (1) the names of
issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a
profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. We may not be able
to secure a listing containing all of this information. Furthermore,
the manual exemption is a non issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor's, Moody's
Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and
many states expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
PLAN
OF DISTRIBUTION
Our
common stock is currently not quoted on any market. No market may
ever develop for our common stock, or if developed, may not be sustained in the
future. Accordingly, our shares should be considered totally
illiquid, which inhibits investors’ ability to resell their shares.
Selling
shareholders are offering up to 550,000 shares of common stock. The
selling shareholders will offer their shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will not receive any proceeds of
the sale of these securities. We will pay all expenses of registering
the securities.
The
securities offered by this prospectus will be sold by the selling shareholders
without underwriters and without commissions. The distribution of the
securities by the selling shareholders may be effected in one or more
transactions that may take place in the over-the-counter market or privately
negotiated transactions.
15
The
selling shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholders, the pledge in such loan
transaction would have the same rights of sale as the selling shareholders under
this prospectus. The selling shareholders may also enter into exchange traded
listed option transactions, which require the delivery of the securities listed
under this prospectus. After our securities are qualified for quotation on the
OTC Bulletin Board, the selling shareholders may also transfer securities owned
in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such selling shareholders under this prospectus.
In
addition to the above, each of the selling shareholders will be affected by the
applicable provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the securities by the selling shareholders or any such other
person. We have instructed our selling shareholders that they many
not purchase any of our securities while they are selling shares under this
registration statement.
Upon this
registration statement being declared effective, the selling shareholders may
offer and sell their shares from time to time until all of the shares registered
are sold; however, this offering may not extend beyond two years from the
initial effective date of this registration statement.
There can
be no assurances that the selling shareholders will sell any or all of the
securities. In various states, the securities may not be sold unless
these securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied
with.
All of
the foregoing may affect the marketability of our securities. Pursuant to oral
promises we made to the selling shareholders, we will pay all the fees and
expenses incident to the registration of the securities.
Should
any substantial change occur regarding the status or other matters concerning
the selling shareholders or us, we will file a post-effective amendment
disclosing such matters.
OTC Bulletin Board
Considerations
To be
quoted on the OTC Bulletin Board, a FINRA market maker must file an application
on our behalf in order to make a market for our common stock before a trading
symbol can be issued. We have engaged in preliminary discussions with
a FINRA Market Maker, Glendale Securities, to file our application on Form 211
with FINRA, but as of the date of this prospectus, no filing has been made and
no agreement has been entered into to make such filing. Based upon
our counsel’s prior experience, we anticipate that after this registration
statement is declared effective, it will take approximately 2 – 8 weeks for
FINRA to issue a trading symbol if and when a FINRA market maker files our
application on Form 211.
FINRA
cannot deny an application by a market maker to quote the stock of a
company. The only requirement for inclusion in the bulletin board is
that the issuer be current in our reporting requirements with the
SEC.
16
Although
we anticipate that securing a qualification for quotation on the OTC Bulletin
board will increase liquidity for our stock, investors may have greater
difficulty in getting orders filled because it is anticipated that if our stock
trades on a public market, it initially will trade on the OTC Bulletin
Board. There is no assurance that our stock will ever trade on
a market other than the OTC Bulletin Board, and as noted above, there is no
assurance our stock will ever be qualified for quotation on the OTC Bulletin
Board.
Investors
must contact a broker-dealer to trade OTC Bulletin Board
securities. Investors do not have direct access to the bulletin board
service. For bulletin board securities, there only has to be one
market maker.
Bulletin
board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume,
the limitations of this process may result in a significant increase in the time
it takes to execute investor orders. Therefore, when investors place
market orders - an order to buy or sell a specific number of shares at the
current market price - it is possible for the price of a stock to go up or down
significantly during the lapse of time between placing a market order and
getting execution.
Because
bulletin board stocks are usually not followed by analysts, there may be lower
trading volume than for NASDAQ-listed securities.
LEGAL
PROCEEDINGS
There are
no pending or threatened lawsuits against us.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The board
of directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill
vacancies. Each director shall be elected for the term of one year,
and until his or her successor is elected and qualified, or until his earlier
resignation or removal. Our directors and executive officers are as
follows:
Name
|
Age
|
Position
|
||
Russell
Haraburda
|
54
|
President
and Director
|
||
Roger
Prasad
|
38
|
Director
|
Russell
Haraburda has held his current position since our formation in June
2009. He became and has been President and CEO of ImagiTrend, Inc. a
company that has had no revenues or sales and no employees. It is not
anticipated that ImagiTrend will engage in any business activities in the
future. He has had no relationship with Vista Partners LLC during the
past 5 years. He served as Manager of Vista Partners LLC from 1998 to 2004. The
company attempted to identify a business owner who was looking for a joint
venture partner or strategic alliance with another business to help the owner’s
business grow. For example, a manufacturing company could be
introduced to a distribution company. Vista Partners was unable to
identify any business owners that wanted to hire it to perform these type of
services, did not secure any clients or customers and ceased
operations. The company had no revenues or employees. Mr.
Haraburda may be considered as a Promoter of our company. Mr.
Haraburda contributes his years of entrepreneurial business experience as a
member of our Board.
17
Mr.
Prasad joined us as Director in July 2010. From September 2009 to
date, with World Capital Advisors LLC, Miami FL, he has been a Wealth
Management Advisor. From June 2007 to May 2009 with Diversified
Portfolio Management, a Financial Consulting company, he was CEO /
President. Between May 2009 and September 2009 Mr. Prasad was
traveling and was unemployed. From October 2005 to
December 2008 with Intersecurities, Inc., he was a Registered
Rep. From October 2004 to October 2005 with United Securities
Alliance, Inc., he was a Registered Rep. He holds the following
licenses: Mortgage Broker License, Series 3, Series 63 and
6. He has a BA from Stony Brook University in
1995-1996. Mr. Prasad brings a decade of financial experience in
investments and debt consolidation. He had served as the Chief Executive Office
of Diversified Portfolio Management, Inc., a management company that provides
consultation and financial services through its affiliation with various
partners.
Legal
Proceedings
No
officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last ten years in any of the
following:
|
·
|
Any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time,
|
|
·
|
Any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses),
|
|
·
|
Being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking
activities,
|
|
·
|
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or
vacated.
|
|
·
|
Having
any government agency, administrative agency, or administrative court
impose an administrative finding, order, decree, or sanction against them
as a result of their involvement in any type of business, securities, or
banking activity.
|
|
·
|
Being
the subject of a pending administrative proceeding related to their
involvement in any type of business, securities, or banking
activity.
|
|
·
|
Having
any administrative proceeding been threatened against you related to their
involvement in any type of business, securities, or banking
activity.
|
18
Corporate
Governance
Our Board
of Directors has three directors and has not established Audit, Compensation,
and Nominating or Governance Committees as standing committees. The Board does
not have an executive committee or any committees performing a similar function.
We are not currently listed on a national securities exchange or in an
inter-dealer quotation system that has requirements that a majority of the board
of directors be independent. The Board has determined that the no members of the
Board are “independent” under the definition set forth in the listing standards
of the NASDAQ Stock Market, Inc., which is the definition that the Board has
chosen to use for the purposes of the determining independence, as the OTCBB
does not provide such a definition. Therefore, none of our current Board members
are independent.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth the ownership, as of the date of this prospectus, of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business
address of the shareholders is 1900 Main Street, Suite 312, Sarasota, FL
34236.
Name
|
Number
of Shares of Common
Stock
|
Percentage
|
||||||
Russell
Haraburda [1]
|
13,180,000
|
54.47
|
% | |||||
Roger Prasad |
10,000
|
.04
|
% | |||||
Living
Trust, Gordon Morris, Trustee
|
10,000,000
|
41.33
|
% | |||||
All
officers and directors as a group [2 persons]
|
13,190,000
|
54.51
|
% |
[1] Includes
3,180,000 owned by ImagiTrend Group LLC of which Mr. Haraburda is Managing
Member.
19
[2] Includes
5,000 shares owned by Mr. Prasad and 5,000 shares owned by his wife, Rita
Prashad.
This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 24,194,850 shares of common stock outstanding as of June 30,
2010.
DESCRIPTION
OF SECURITIES
The
following description as a summary of the material terms of the provisions of
our Articles of Incorporation and Bylaws is qualified in our
entirety. The Articles of Incorporation and Bylaws have been filed as
exhibits to the registration statement of which this prospectus is a
part.
Common
Stock
We are
authorized to issue 5,000,000,000 shares of common stock with no par value per
share. As of the date of this registration statement, there were 24,194,850
shares of common stock issued and outstanding held by 82 shareholders of the
record.
Each
share of common stock entitles the holder to one vote, either in person or by
proxy, at meetings of shareholders. The holders are not permitted to vote their
shares cumulatively. Accordingly, the shareholders of our common stock who hold,
in the aggregate, more than fifty percent of the total voting rights can elect
all of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to such act
or action, except as otherwise provided by law.
Holders
of common stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of funds legally available. We have
not paid any dividends since our inception, and we presently anticipate that all
earnings, if any, will be retained for development of our business. Any future
disposition of dividends will be at the discretion of our Board of Directors and
will depend upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other factors.
Holders
of our common stock have no preemptive rights or other subscription rights,
conversion rights, redemption or sinking fund provisions. Upon our liquidation,
dissolution or winding up, the holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other liabilities. There
are not any provisions in our Articles of Incorporation or our Bylaws that would
prevent or delay change in our control.
Preferred
Stock
The
Company is authorized to issue 20,000,000 shares of preferred stock in series as
fixed by the Directors with no par value per share. As of the date of this
Prospectus, there are no preferred shares outstanding.
20
Preferred
stock may be issued in series with preferences and designations as the Board of
Directors may from time to time determine. The board may, without shareholders
approval, issue preferred stock with voting, dividend, liquidation and
conversion rights that could dilute the voting strength of our common
shareholders and may assist management in impeding an unfriendly takeover or
attempted changes in control. There are no restrictions on our ability to
repurchase or reclaim our preferred shares while there is any arrearage in the
payment of dividends on our preferred stock.
INTEREST
OF NAMED EXPERTS
Our
Financial Statements as of September 30, 2009 and the results of operations and
cash flows for the year ended September 30, 2009 were audited by Meeks
International LLC, as experts in accounting and auditing, to the extent and for
the periods set forth in our report and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
The
legality of the shares offered under this registration statement is being passed
upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams,
principal of Williams Law Group, P.A., owns 137,100 shares of our common stock,
of which 10,000 shares are being registered in this offering.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES
Our
Bylaws, subject to the provisions of Wyoming, contain provisions which allow the
corporation to indemnify any person against liabilities and other expenses
incurred as the result of defending or administering any pending or anticipated
legal issue in connection with service to us if it is determined that person
acted in good faith and in a manner which he reasonably believed was in the best
interest of the corporation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
DESCRIPTION
OF BUSINESS
Organization
EnviraTrends,
Inc. is a Wyoming corporation formed on June 22, 2009.
Our
principal office is located at 1900 Main Street, Suite 312, Sarasota, FL
34236. Phone: 941.365.8835
General
We
intend to market a pet memorial product. We currently intend to
secure the services of third party manufacturers to turn cremated pet ashes into
glass “Eternal Gems.” Eternal Gems will differ in color and clarity,
and size depends on the weight of the animal. Future customers, if any, will be
able to have all the cremated remains converted into an Eternal Gem sculpture or
to select a design from the Gemstone or Touchstone Series, which will require a
smaller portion of the cremated remains.
21
On
December 23, 2009, we acquired the rights to our products from ImagiTrend Group
LLC in exchange for 3,180,000 shares of common stock. Russell
Haraburda, our president and director, is Managing Member of ImagiTrend Group
LLC.
Since
our inception, we have been continuously engaged in operational activities
related to developing our business plan by:
|
·
|
Securing
the rights to our product as described in “Business – Intellectual
Property”
|
|
·
|
Completing
the development phase of manufacturing and selling our products
by:
|
|
o
|
commencing
to contact manufactures in Asia to outsource all manufacturing of our
products as well as potential sources to fulfill distribution of our
product– although we have no contracts in place as of the date of this
registration statement
|
|
o
|
marketing
to pet crematoriums, cemeteries, major pet supply chains and veterinarians
through discussions between our management and these
sources
|
|
·
|
Modifying
our current business plan such that we believe we can commence generating
revenues with minimal additional
capital
|
|
o
|
We
have developed our current business plan that requires only an estimated
up to$50,000, primarily for overhead items related to marketing such as
printing, postage and telephone, to implement our current business plan to
enable us to start generating revenues by outsourcing all of our
manufacturing and distribution. We are registering our shares
for resale at this time despite our need to raise additional capital
because we believe registering these shares will facilitate our ability to
secure a qualification for quotation of our securities on the OTCBB and
that this qualification will facilitate our ability to raise this minimal
amount of additional funding. Our officer and directors will
handle all marketing functions for no additional
compensation. Although we have held preliminary discussions
with third party manufactures and distributors, we do not have any binding
contracts, agreements or commitments at this time and based upon these
discussions do not believe we will have any until we become a public
company. As of November 3, 2010, we have $7,849 in cash in our
bank account which we intend to use to implement this current
plan. In the future, if we secure the necessary funding of up
to $500,000, we plan on opening a 4,000 square foot production/showroom
facility in the second quarter on Washington Blvd. in Sarasota, Florida to
distribute and display the Eternal Gems. The opening of the proposed
distribution/showroom facility is not critical to our plan to be in the
marketplace as soon as
possible.
|
As of
the date of this registration statement, manufacturing and distribution of our
products by third parties has not commenced. We have not sold any
products as of the date of this registration statement.
We do
not consider ourselves a blank check company in that we have a specific
implementable business plan to generate revenues as described above, we have
already taken steps to implement that business plan and intend to continue to do
so, and we do not have any intention to engage in a reverse merger with any
unidentified entity in an unrelated industry.
22
Future
Products
We
intend to sell a pet memorial product by turning cremated pet ashes into glass
called “Eternal Gems.” Eternal Gems will differ in color and clarity,
and size depends on the weight of the animal. Customers will be able to have all
the cremated remains converted into an Eternal Gem sculpture or will be able to
select a design from the Gemstone or Touchstone Series, which will require a
smaller portion of the cremated remains.
A
memorial product is generated from the cremation remains of a deceased animal
whereby a predetermined amount of bone ash is combined with a predetermined
amount of glass forming additive. The manufacturing process involves melding
glass grade sand to achieve a liquid state. In addition, a glass modifier may be
added to enhance the durability of the final solid product. A flux may also be
added to reduce the melting temperature of the mixture. These additives are
combined with bone ash and milled to a desired particulate size to form a powder
mixture. The mixture is heated to a melting temperature for a resident time to
form a glass melt which is then poured into a mold. The cast or molded form is
annealed for a resident time at a predetermined temperature to avoid stress
fractures or crystallization from cooling too quickly or slowly. The infused
glass with the incorporated ashes is then molded and sculptured into the final
art form or piece of jewelry.
We
will offer the following types of Eternal Gems:
|
·
|
The
Gemstone Series: Includes gems that are available in three sizes, ring
(1/2”); pendant (3/4”) and ornament (1-1/4”). These gems can be displayed
on their own or used in a variety of attractive
settings.
|
|
o
|
Eternal Halo. The Halo
or circle of light has a luminous holographic effect formed by the gem’s
balanced rays of light.
|
|
o
|
Eternal Heart. Our
heart design features brilliant flashes of light and is a graceful
representation of the life and love shared with a
pet.
|
|
o
|
Eternal Teardrop. This
elegant shape illuminates the emotional bond between companion animal and
owner.
|
|
o
|
Eternal Iris.
Representing the tranquility and beauty of nature, this hexagonal
shaped gem is named after the Iris
flower.
|
|
o
|
Eternal Cross. Based on
the Christian cross motif, this design is one of the most recognized
memorial symbols.
|
|
·
|
The
Touchstone Series These gems feature a simpler, softer, rounded design
known as “en cabochon” (French for in the round). Available in the Eternal
Heart, Teardrop and Cross designs, these gems are approximately two inches
in size and are ideal for holding in the palm of your
hand.
|
|
·
|
The
Sculpture Series
|
|
o
|
Eternal Pyramid.
Representing one of mankind’s oldest monuments, the Eternal Pyramid
symbolizes great wonder, mystery and power as a tribute to a companion
animal. It is ideal for mounting on a base or for individual
display.
|
|
o
|
The Ovalisk. The
egg-shaped design, symbolic of rebirth and renewal, demonstrates nature’s
circle of life.
|
|
o
|
The Obelisk. A pillar
shape that tapers to a point as it rises, the Eternal Obelisk stands as an
elegant commemoration of a pet.
|
23
On
December 23, 2009, we acquired the rights to our products from ImagiTrend Group
LLC in exchange for 3,180,000 shares of common stock. Russell
Haraburda, our president and director, is Managing Member of ImagiTrend Group
LLC.
Markets and
Marketing
The
market for our products are pet owners and in some cases relatives of pet
owners. There are no contracts with customers. We anticipate that our products
will be sold through internet advertising, either as stand alone ads or
piggybacking on the complementary products; through catalogue sales and through
mass mailings. Further sales outlets are veterinarians, pet and pet product
stores and pet cemeteries.
Our
product will be individually produced for our customers and packaged and shipped
by initially our suppliers. Sales will principally be through telephone requests
to our or outsourced sales staff and through mail in inquiries and follow up by
our own sales staff.
Insurance
We have
no products liability or other insurance.
Intellectual
Property
We
have no intellectual property except that relating to our current products which
on December 23, 2009, we acquired from ImagiTrend Group LLC in exchange for
3,180,000 shares of common stock. The intellectual property consists
of certain trade secrets relating to the manufacturing and design of our
product. The prior owners applied for a patent but that application
was abandoned and no patent issued. We are advised by patent counsel
that the subject matter of the prior patent application is, in all probability,
not patentable and therefore we have assigned the intellectual property a
nominal value. On December 7, 2005, ImagiTrend, Inc. acquired all
right to the product from Eternal Gems, Inc., Ted Yardley and Armando Gonzalez
in exchange for 2,500,000 common shares of ImagiTrend, Inc. Those
intellectual property rights were transferred to ImagiTrend Group, LLC on
December 23, 2009 from which we acquired the rights as stated
above.
Environmental
Issues
We have
not incurred and do not expect to incur any costs relating to environmental
matters.
Competition and Market
Position
There are
no competitors doing exactly what we do. There are pet memorials which are
generally urns in which cremated pet ashes are placed, but they are not directed
to the memorial being a work of art. Potential customers have other options such
as pet burial. Our principal methods of competition are through the
unique nature of the product and its artistic value.
Research and
Development
We have
not incurred research and development expenses during the last two fiscal
years.
24
Employees
We have
the following full time employees:
|
o
|
Administrative
– 1
|
|
o
|
Management
– 1
|
We have
no part time employees. We have no collective bargaining agreement
with our employees. We consider our relationship with our employees
to be excellent.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes, and
other financial information included in this Form S-1.
Our
Management’s Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). The Private Securities Litigation
Reform Act of 1995 is not available to us as a non-reporting
issuer. Further, Section 27A(b)(2)(D) of the Securities Act and
Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the
safe harbor for forward looking statements does not apply to statements made in
connection with an initial public offering.
Forward-looking
statements are, by their very nature, uncertain and risky. These
risks and uncertainties include international, national, and local general
economic and market conditions; our ability to sustain, manage, or forecast
growth; our ability to successfully make and integrate acquisitions; new product
development and introduction; existing government regulations and changes in, or
the failure to comply with, government regulations; adverse publicity;
competition; the loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; change in business strategy or
development plans; business disruptions; the ability to attract and retain
qualified personnel; the ability to protect technology; the risk of foreign
currency exchange rate; and other risks that might be detailed from time to time
in our filing with the Securities and Exchange Commission.
Although
the forward-looking statements in this Registration Statement reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged
to carefully review and consider the various disclosures made by us in this
report and in our other reports as we attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, and
results of operations and prospects.
25
Plan
of Operation
Since
our inception, we have been continuously engaged in operational activities
related to developing our business plan by:
|
·
|
Securing
the rights to our product as described in “Business – Intellectual
Property”
|
|
·
|
Completing
the development phase of manufacturing and selling our products
by:
|
|
o
|
commencing
to contact manufactures in Asia to outsource all manufacturing of our
products as well as potential sources to fulfill distribution of our
product– although we have no contracts in place as of the date of this
registration statement
|
|
o
|
marketing
to pet crematoriums, cemeteries, major pet supply chains and veterinarians
through discussions between our management and these
sources
|
|
·
|
Modifying
our current business plan such that we believe we can commence generating
revenues with minimal additional
capital
|
|
o
|
We
have developed our current business plan that requires only an additional
estimated up to $50,000, primarily for overhead items related to marketing
such as printing, postage and telephone, to implement our current business
plan to enable us to start generating revenues by outsourcing all of our
manufacturing and distribution. We are registering our shares
for resale at this time despite our need to raise additional capital
because we believe registering these shares will facilitate our ability to
secure a qualification for quotation of our securities on the OTCBB and
that this qualification will facilitate our ability to raise this minimal
amount of additional funding. Our officer and directors will
handle all marketing functions for no additional
compensation. Although we have held preliminary discussions
with third party manufactures and distributors, we do not have any binding
contracts, agreements or commitments at this time and based upon these
discussions do not believe we will have any until we become a public
company. As of November 3, 2010, we have $7,849 in cash in our
bank account which we intend to use to implement this current
plan. In the future, if we secure the necessary funding of up
to $500,000, we plan on opening a 4,000 square foot production/showroom
facility in the second quarter on Washington Blvd. in Sarasota, Florida to
distribute and display the Eternal Gems. The opening of the proposed
distribution/showroom facility is not critical to our plan to be in the
marketplace as soon as
possible.
|
As of
the date of this registration statement, manufacturing and distribution of our
products by third parties has not commenced. We have not sold any
products as of the date of this registration statement.
If we
cannot secure additional capital from investors, we will attempt to negotiate
with third party manufacturers and distributors to provide services on credit
secured by potential receivables from future sales. If we are unable
to do so, we will not be able to commence operations until we secure the minimal
additional funding or otherwise make arrangements with third parties as
described above.
Liquidity
and Capital Resources
During
the period June 22, 2009 (date of inception) through June 30, 2010, we have
raised $220,600 through the sale of our common stock, and an affiliate has
provided $23,150 through the payment of certain expenses on our
behalf. We will need to raise additional capital in order to remain
operational in the future. We intend to pursue various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms.
26
From
inception, we have suffered from continuous losses with an accumulated deficit
of $323,974 as of June 30, 2010. The continuation as a going concern through
June 30, 2010 is dependent upon the continued financial support from our
stockholders. Also, we are currently pursuing the additional financing for our
operations. However, there is no assurance that we will be successful in
securing sufficient funds to sustain the operations.
Going
Concern
Our
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We are in the
development stage and have not generated any revenues from operations and have
incurred accumulated losses of $323,974. As of December 31, 2009, the
Company has negative working capital of $96,386. These conditions
raise substantial doubt about our ability to continue as a going
concern. We have issued stock to raise capital to fund current
operations and believe that additional shares can be issued to fund operations
until we begin generating revenue. We are in the process of contracting with
suppliers to manufacture the product and have begun marking and advertising
campaigns. If we are unable to find a manufacturer, then we might
have to cease operations unless a viable alternative is found.
Critical
Accounting Policies
Cash and Cash
Equivalents
For
purposes of the statements of cash flows, EnviraTrends considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
Revenue
Recognition
EnviraTrends
plans to recognize revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price is fixed or determinable, and
collectibility is reasonably assured.
Off-Balance
Sheet Arrangements
We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors.
DESCRIPTION
OF PROPERTY
EnviraTrends
subleases office space from an affiliate for $2,226 per month. The
affiliates lease expired December 31, 2009 at which time the affiliate continued
on a month to month basis or be subject to the terms of a new master
lease. Effective January 1, 2010, the Company will pay month to month
to the affiliate until it can determine its course of action or until the month
to month master lease between the affiliate and landlord is
terminated. The Company has recorded rent expense for $7,344 for the
period June 22, 2009 (date of inception) to September 30, 2009. The
Company has included the $7,344 as due to affiliate in the accompanying balance
sheet to this registration statement.
27
The
property is adequate for our current needs.
We do not
intend to renovate, improve, or develop properties. We are not
subject to competitive conditions for property and currently have no property to
insure. We have no policy with respect to investments in real estate
or interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to
investments in securities of or interests in persons primarily engaged in real
estate activities.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On
June 22, 2009, the Company issued 10,000,000 shares of common stock to Mr.
Haraburda, our founder and president. We valued these shares at
$0.001 per share at par value as founder’s shares.
Until
October 1, 2010, EnviraTrends subleased office space from an ImagiTrend, Inc.,
an affiliate of which Mr. Haraburda is the sole officer and director, for $1,447
per month. The sublease expired December 31, 2009 at which time the
Company was able to continue on a month to month basis. The Company has
continued to pay month to month. The Company has recorded rent
expense of $10,450, $7,344, and $17,794 for the nine months ended June 30, 2010,
for the period June 22, 2009 (date of inception) to September 30, 2009, and the
cumulative period from June 22, 2009 (date of inception) to March 31, 2010,
respectively. Commencing October 1, 2010, we will pay rent of $2,226
per month directly to the landlord.
From
June 22, 2009 (date of inception) through September 30, 2009, ImagiTrend, Inc.an
affiliate of which Mr. Haraburda, our president and majority stockholder is the
sole officer and director, paid certain expenses on behalf of the
Company. The amount due to ImagiTrend, Inc. as of June 30, 2010 and
September 30, 2009 is $53,315 and $30,165, respectively, which is non interest
bearing and unsecured.
On
December 23, 2009, 3,180,000 shares of common stock were issued to the
ImagiTrend Group LLC, an affiliate of which Mr. Haraburda, our president and
majority stockholder is the managing member, for acquisition of rights to
products.
We
believe that all related party transactions were on terms at least as favorable
as we would have secured in arm’s-length transactions with third
parties. Except as set forth above, we have not entered into any
material transactions with any director, executive officer, and promoter,
beneficial owner of five percent or more of our common stock, or family members
of such persons.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
There is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained. A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public
resales. Furthermore, it is unlikely that a lending institution will
accept our securities as pledged collateral for loans unless a regular trading
market develops. We have no plans, proposals, arrangements, or
understandings with any person with regard to the development of a trading
market in any of our securities.
28
Options, Warrants,
Convertible Securities
There are
no options, warrants or convertible securities outstanding.
Penny Stock
Considerations
Our
shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose
sales practice and disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock.
Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer must make a special suitability determination
regarding the purchaser and must receive the purchaser's written consent to the
transaction prior to the sale, unless the broker-dealer is otherwise
exempt. Generally, an individual with a net worth in excess of
$1,000,000, or annual income exceeding $100,000 individually or $300,000
together with his or her spouse, is considered an accredited
investor. In addition, under the penny stock regulations the
broker-dealer is required to:
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commissions relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
|
|
·
|
Send
monthly statements disclosing recent price information pertaining to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks;
and
|
|
·
|
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, prior to conducting any penny stock transaction in the
customer's account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be
decreased, with a corresponding decrease in the price of our
securities. Our shares in all probability will be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.
OTC Bulletin Board
Qualification for Quotation
To be
quoted on the OTC Bulletin Board, a FINRA market maker must file an application
on our behalf in order to make a market for our common stock before a trading
symbol can be issued. We have engaged in preliminary discussions with
a FINRA Market Maker, Glendale Securities, to file our application on Form 211
with FINRA, but as of the date of this prospectus, no filing has been made and
no agreement has been entered into to make such filing. Based upon
our counsel’s prior experience, we anticipate that after this registration
statement is declared effective, it will take approximately 2 – 8 weeks for
FINRA to issue a trading symbol if and when a FINRA market maker files our
application on Form 211.
29
Sales of our common stock
under Rule 144.
There are
1,141,856 shares of our common stock held by non-affiliates and 18,190,000
shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as
restricted securities. 550,000 shares of our common stock held by
non-affiliates are currently eligible for resale or are being registered in this
offering, however affiliates will still be subject to the resale restrictions of
Rule 144. In general, persons holding restricted securities,
including affiliates, must hold their shares for a period of at least six
months, may not sell more than one percent of the total issued and outstanding
shares in any 90-day period, and must resell the shares in an unsolicited
brokerage transaction at the market price. The availability for sale
of substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.
Holders
As of
the date of this registration statement, we had 82 shareholders of record
of our common stock.
Dividends
We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future. We
plan to retain any future earnings for use in our business. Any
decisions as to future payments of dividends will depend on our earnings and
financial position and such other facts, as the Board of Directors deems
relevant.
Reports to
Shareholders
Assuming
this registration statement is not declared effective until after September 30.
2010, as a result of this offering, we will become subject to the information
and reporting requirements of the Securities Exchange Act of 1934 and will file
periodic reports, proxy statements, and other information with the Securities
and Exchange Commission through September 30, 2011, assuming this registration
statement is declared effective before that date. Thereafter, we will continue
as a voluntary reporting company and will not be subject to the proxy statement
or other information requirements of the 1934 Act. We are not required under
Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have
more than 500 shareholders and total assets of more than $10 million on
September 30, 2011. However, at or prior to September 30, 2011, we intend
voluntarily to file a registration statement on Form 8-A. This will require us
to file quarterly and annual reports with the SEC and will also subject us to
the proxy rules of the SEC. In addition, our officers, directors and 10%
stockholders will be required to submit reports to the SEC on their stock
ownership and stock trading activity. If we do not file a registration statement
on Form 8-A at or prior to September 30, 2011, our securities can no longer be
quoted on the OTC Bulletin Board. We currently intend to voluntarily send an
annual report to shareholders containing audited financial
statements.
30
Where You Can Find
Additional Information
We have
filed with the Securities and Exchange Commission a registration statement on
Form S-1. For further information about us and the shares of common
stock to be sold in the offering, please refer to the registration statement and
the exhibits and schedules thereto. The registration statement and exhibits may
be inspected, without charge, and copies may be obtained at prescribed rates, at
the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C.
20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The
registration statement and other information filed with the SEC are also
available at the web site maintained by the SEC at
http://www.sec.gov.
EXECUTIVE
COMPENSATION
Summary Compensation
Table
The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officer, our most highly compensated executive officers
other than our CEO who occupied such position at the end of our latest fiscal
year, by us, or by any third party where the purpose of a transaction was to
furnish compensation, for all services rendered in all capacities to us for the
latest fiscal year ended September 30, 2009.
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Non
equity
Incentive
plan
compensation
|
Non
qualified
deferred
compensation
|
All other
Compensation
|
Total
|
||||||||||||||||||||||||||
Russell Haraburda
|
President
|
2009
|
$ |
20,000[1
|
] | 0 | 0 | 0 | 0 | 0 | 0 | $ | 20,000 |
[1] On
August 1, 2009, the Company entered into an employment agreement with Russell
Haraburda, the Company’s President. The agreement provides for a
monthly salary of $10,000. During the period August 1, 2009 through
September 30, 2009, Mr. Haraburda received $8,800. As of September
30, 2009, the amount due to Mr. Haraburda is $11,200.
Summary Equity Awards
Table
The
following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of September 30, 2009.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END SEPTEMBER 30, 2009
|
||||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|||||||||||||||||||||||||||
Russell
Haraburda
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
31
Narrative disclosure to
summary compensation and option tables
We have
an employment agreement with Mr. Haraburda as President effective August 1,
2009. The principal provisions of the agreement are as
follows:
|
·
|
Term of
Employment. Mr. Haraburda's employment will begin on the date set
forth above, and continue indefinitely unless sooner terminated by the
Company.
|
|
·
|
Monthly
Salary. Mr. Haraburda's monthly salary will be ten
thousand dollars ($10,000), payable within five business days of the start
of each month. Payment for may be deferred and accrued until
the Company receives adequate funding to pay the monthly
salary.
|
|
·
|
Full-Time
Effort. Mr. Haraburda shall be required to devote his full time to
the business. Mr. Haraburda shall contribute his time and skills as is
reasonably necessary to promote the business in a successful and
profitable manner.
|
At no
time during the last fiscal year with respect to any person listed in the Table
above was there:
|
·
|
any
outstanding option or other equity-based award repriced or otherwise
materially modified (such as by extension of exercise periods, the change
of vesting or forfeiture conditions, the change or elimination of
applicable performance criteria, or the change of the bases upon which
returns are determined;
|
|
·
|
any
waiver or modification of any specified performance target, goal or
condition to payout with respect to any amount included in non-stock
incentive plan compensation or
payouts;
|
|
·
|
any
option or equity grant;
|
|
·
|
any
non-equity incentive plan award made to a named executive
officer;
|
|
·
|
any
nonqualified deferred compensation plans including nonqualified defined
contribution plans; or
|
|
·
|
any
payment for any item to be included under All Other Compensation (column
(i)) in the Summary Compensation
Table.
|
32
Board of
Directors
Director
Compensation
Name
|
Fees
earned
or paid
in cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Russell
Haraburda, Roger Prasad
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
Narrative
to Director Compensation Table
We have
no compensation arrangements (such as fees for retainer, committee service,
service as chairman of the board or a committee, and meeting attendance) with
directors.
No
director has a different compensation arrangement.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND
FINANCIAL DISCLOSURE
None.
33
(A
Development Stage Company)
FINANCIAL
STATEMENTS
Contents
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Financial
Statements
|
|
Balance
Sheet as of June 30, 2010 (unaudited) and for the Period From June 22,
2009 (Date of Inception) to September 30, 2009
|
F-2
|
Statements
of Operations for the Nine Month Ended June 30, 2010 (unaudited) and for
the Period From June 22, 2009 (Date of Inception) to September 30, 2009,
and Cumulative Period From June 22, 2009 (Date of Inception) to June 30,
2010 (unaudited)
|
F-3
|
Statement
of Stockholders’ Equity for the Period from June 22, 2009 (Date of
Inception) to June 30, 2010 (unaudited)
|
F-4
|
Statements
of Cash Flows for the Nine Months Ended June 30, 2010 (unaudited) and for
the Period From June 22, 2009 (Date of Inception) to September 30, 2009,
and Cumulative Period From June 22, 2009 (Date of Inception) to June 30,
2010 (unaudited)
|
F-5
|
Notes
to Financial Statements
|
F-6
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders
EnviraTrends,
Inc.
Sarasota,
FL
We have
audited the accompanying balance sheet of EnviraTrends, Inc. (a development
stage company) as of September 30, 2009, and the related statements of
operations, stockholders’ deficit, and cash flows for the period from June 22,
2009 (inception), to September 30, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, and 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 includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of EnviraTrends, Inc as of September
30, 2009, and the results of its operations and its cash flows for the initial
period then ended, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the development stage and has not commenced
operations. Its ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, locate and complete a merger
with another company and ultimately achieve profitable operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those matters also are
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
MEEKS
INTERNATIONAL, LLC
Tampa,
Florida
July 29,
2010
F-1
ENVIRATRENDS,
INC.
(A
Development Stage Company)
BALANCE
SHEET
AS
OF JUNE 30, 2010 AND SEPTEMBER 30, 2009
June
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 11,338 | $ | 499 | ||||
Other
current assets
|
5,000 | - | ||||||
TOTAL
CURRENT ASSETS
|
16,338 | 499 | ||||||
Equipment,
net
|
2,709 | - | ||||||
TOTAL
ASSETS
|
$ | 19,047 | $ | 499 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accrued
expenses
|
$ | 22,800 | $ | - | ||||
Accrued
payroll due to shareholder
|
36,609 | 11,200 | ||||||
Due
to affiliate
|
53,315 | 30,165 | ||||||
TOTAL
CURRENT LIABILITIES
|
112,724 | 41,365 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
(DEFICIT):
|
||||||||
Common
stock, no par value, 5,000,000,000 shares authorized; 24,194,850 and
10,530,000 shares issued and outstanding as of June 30,
2010 and September 30, 2009, respectively
|
230,297 | 20,600 | ||||||
Deficit
accumulated during development stage
|
(323,974 | ) | (61,466 | ) | ||||
Total
stockholders' (deficit)
|
(93,677 | ) | (40,866 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 19,047 | $ | 499 |
The
accompanying notes are an integral part of these financial
statements.
F-2
ENVIRATRENDS,
INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
FOR
THE NINE MONTHS ENDED JUNE 30, 2010 AND PERIOD ENDED SEPTEMBER 30,
2009
AND
FOR THE PERIOD FROM JUNE 22, 2009 (DATE OF INCEPTION) TO JUNE 30,
2010
For
the Period
|
Cumulative
|
|||||||||||
From
June 22, 2009
|
From
June 22, 2009
|
|||||||||||
Nine
Months Ended
|
(Date
of Inception)
|
(Date
of Inception)
|
||||||||||
June
30, 2010
|
To
September 30, 2009
|
To
June 30, 2010
|
||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||
Net
revenue
|
$ | - | $ | - | $ | - | ||||||
Expenses
|
262,508 | 61,466 | 323,974 | |||||||||
Net
loss
|
$ | (262,508 | ) | $ | (61,466 | ) | $ | (323,974 | ) | |||
Net
loss per common share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | |||
Weighted
average common equivalent shares outstanding - basic and
diluted
|
18,133,776 | 10,254,703 | 16,000,300 |
The
accompanying notes are an integral part of these financial
statements.
F-3
ENVIRATRENDS,
INC.
(A
Development Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR
THE PERIOD FROM JUNE 22 , 2009 (DATE OF INCEPTION) TO JUNE 30, 2010
Deficit
|
||||||||||||||||
Accumulated
|
||||||||||||||||
During
|
Total
|
|||||||||||||||
Common
Stock
|
Development
|
Stockholders'
|
||||||||||||||
Shares
|
Amount
|
Stage
|
(Deficit)
|
|||||||||||||
Balance,
June 22, 2009 (Inception)
|
- | $ | - | $ | - | $ | - | |||||||||
Issuance
of 10,000,000 shares to the founder and president valued at $0.001 per
share
|
10,000,000 | 10,000 | - | 10,000 | ||||||||||||
Issuance
of 530,000 shares of common stock for cash; each share issued for $0.02
per share
|
530,000 | 10,600 | - | 10,600 | ||||||||||||
Net
loss
|
- | - | (61,466 | ) | (61,466 | ) | ||||||||||
Balance,
September 30, 2009
|
10,530,000 | $ | 20,600 | $ | (61,466 | ) | $ | (40,866 | ) | |||||||
Issue
10,005,000 shares of common stock for cash; each share issued for $0.02
per share
|
10,005,000 | 200,100 | - | 200,100 | ||||||||||||
Issue
3,180,000 shares of common stock for product rights to a related
party
|
3,180,000 | - | - | - | ||||||||||||
Issue
274,200 shares of common stock for services
|
274,200 | 5,484 | - | 5,484 | ||||||||||||
Issue
342,750 shares of common stock for compensation
|
342,750 | 6,855 | - | 6,855 | ||||||||||||
Cancellation
of 137,100 shares of common stock for services
|
(137,100 | ) | (2,742 | ) | - | (2,742 | ) | |||||||||
Net
loss
|
- | - | (262,508 | ) | (262,508 | ) | ||||||||||
Balance,
June 30, 2010 (unaudited)
|
24,194,850 | $ | 230,297 | $ | (323,974 | ) | $ | (93,677 | ) |
The
accompanying notes are an integral part of these financial
statements.
F-4
ENVIRATRENDS,
INC
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
For
the Period
|
Cumulative
|
|||||||||||
From
June 22, 2009
|
From
June 22, 2009
|
|||||||||||
Nine
Months Ended
|
(Date
of Inception)
|
(Date
of Inception)
|
||||||||||
June
30, 2010
|
To
September 30, 2009
|
To
June 30, 2010
|
||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||
CASH
FLOWS (TO) FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (262,508 | ) | $ | (61,466 | ) | $ | (323,974 | ) | |||
Adjustment
to reconcile net loss to net cash (used) in operating
activities
|
||||||||||||
Depreciation
expense
|
291 | - | 291 | |||||||||
Stock
issued for services
|
9,597 | 10,000 | 19,597 | |||||||||
Change
in operating assets and liabilities:
|
||||||||||||
Prepaids
and other assets
|
(5,000 | ) | - | (5,000 | ) | |||||||
Accrued
expenses
|
22,800 | - | 22,800 | |||||||||
Accrued
payroll due to shareholder
|
25,409 | 11,200 | 36,609 | |||||||||
Net
cash (used) in operating activities
|
(209,411 | ) | (40,266 | ) | (249,677 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of computer equipment
|
(3,000 | ) | - | (3,000 | ) | |||||||
Net
cash (used) in provided by financing activities
|
(3,000 | ) | - | (3,000 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Increase
in due to affiliates
|
23,150 | 30,165 | 53,315 | |||||||||
Issuance
of common stock for cash
|
200,100 | 10,600 | 210,700 | |||||||||
Net
cash provided by financing activities
|
223,250 | 40,765 | 264,015 | |||||||||
NET
INCREASE IN CASH & CASH EQUIVALENTS
|
10,839 | 499 | 11,338 | |||||||||
CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
499 | - | - | |||||||||
CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
$ | 11,338 | $ | 499 | $ | 11,338 | ||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-5
EnviraTrends,
Inc.
(A
Development Stage Company)
Notes
To Financial Statements
For
The Nine Months Ended June 30, 2010 (Unaudited) and for the Period
From
June
22, 2009(Date of Inception) to September 30, 2009 and the
Cumulative
Period From June 22, 2009 (Date of Inception) to June 30, 2010
(Unaudited)
NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
EnviraTrends,
Inc. (the “Company”), a development stage company, was organized in Wyoming on
June 22, 2009. The Company is in the development stage as defined in Financial
Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915,
“Development Stage Entities.” The Company is in the business of
selling pet memorial products. The fiscal year end is September 30.
Development Stage Company
and Going-Concern
The
Company is in the development stage since planned principal activities have not
commenced and the Company has not generated any revenue. In a development stage
company, management devotes most of its activities to developing a market for
its products and services. These financial statements have been prepared on a
going-concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of
business.
The
Company has a deficit accumulated during the development stage of $323,974.
Further, the Company has negative working capital of $96,386 as of June 30,
2010. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
The
continuation of the Company as a going-concern and the ability of the Company to
emerge from the development stage is dependent upon the continued financial
support from its stockholders, the ability of the Company to obtain necessary
equity and debt financings to continue operations and to generate sustainable
revenue. There is no guarantee that the Company will be able to raise adequate
equity or debt financings or generate profitable operations.
Use of Estimates in the
Preparation of Financial Statements
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
Cash and Cash
Equivalents
For
purposes of the statements of cash flows, EnviraTrends considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
The
accompanying notes are an integral part of these financial
statements.
F-6
EnviraTrends,
Inc.
(A
Development Stage Company)
Notes
To Financial Statements
For
The Nine Months Ended June 30, 2010 (Unaudited) and for the Period
From
June
22, 2009(Date of Inception) to September 30, 2009 and the
Cumulative
Period From June 22, 2009 (Date of Inception) to June 30, 2010
(Unaudited)
Revenue
Recognition
EnviraTrends
plans to recognize revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price is fixed or determinable, and
collectibility is reasonably assured.
Income
Taxes
The
Company uses the liability method of accounting for income taxes pursuant to ASC
Topic 740, “Income Taxes.” Under this method, deferred income taxes
are recorded to reflect the tax consequences in future years of temporary
differences between the tax basis of the assets and liabilities and their
financial amounts at year-end. The Company adopted the provisions of
FASB ASC 740-10, Accounting
for Uncertainty in Income Taxes - An interpretation of FASB Statement
109, (formerly FASB issued Interpretation 48 - FIN 48), on October 1,
2009. FASB ASC 740-10-65 clarifies the accounting and disclosure
requirements for uncertainty in tax positions, as defined. It required a
two-step approach to evaluate tax positions and determine if they should be
recognized in the financial statements. The two-step approach involves
recognizing any tax positions that are “more likely than not” to occur and then
measuring those positions to determine if they are recognizable in the financial
statements. Management regularly reviews and analyzes all tax positions
and has determined that no aggressive tax positions have been
taken.
Basic and Diluted Net Loss
per Share
Basic
earnings per common share is computed based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per share consists
of the weighted average number of common shares outstanding plus the dilutive
effects of options and warrants calculated using the treasury stock method. In
loss periods, dilutive common equivalent shares are excluded as the effect would
be anti-dilutive.
Stockholders’
Equity
The
Company records shares as issued when the obligation to issue has occurred and
the subscriber has all the rights and duties of a stockholder.
Recently Issued Accounting
Pronouncements
EnviraTrends
does not expect the adoption of recently issued accounting pronouncements to
have a material effect on its results of operations, financial position, or cash
flows.
NOTE 2 –
STOCKHOLDERS’ EQUITY
On June
22, 2009, the Company issued 10,000,000 shares of common stock to the founder
and president. The Company valued these shares at $0.001 per
share.
The
accompanying notes are an integral part of these financial
statements.
F-7
EnviraTrends,
Inc.
(A
Development Stage Company)
Notes
To Financial Statements
For
The Nine Months Ended June 30, 2010 (Unaudited) and for the Period
From
June
22, 2009(Date of Inception) to September 30, 2009 and the
Cumulative
Period From June 22, 2009 (Date of Inception) to June 30, 2010
(Unaudited)
As of
September 30, 2009, EnviraTrends has a total of 73 investors. 70 investors have
invested $100 each, 1 investor invested $2,100, 1 investor invested $1,000 and 1
investor invested $500 to arrive at the total of $10,600. The price
of the stock was $.02 per share.
On
various days from July 29, 2009 through September 11, 2009, the Company issued
530,000 shares for $0.02 per share to 73 investors. 70 investors
invested $100 each, one investor invested $2,100, one investor invested $1,000
and one investor invested $500 to arrive at the total of $10,600.
During
December, 2009, the Company issued 5,005,000 shares of common stock to unrelated
parties for $100,100.
On
December 22, 2009, the Company issued 3,180,000 shares of common stock to
purchase certain product rights and trademarks from ImagiTrend Group LLC
(“ImagiTrend”), a related party. The value of the intangible assets
on ImagiTrend’s records at the date of purchase was $0 because ImagiTrend Inc.
had permanently impaired the intangible assets. Since the transaction
was with a related party, the Company is not able to step up the value of the
intangible assets; therefore, the Company assigned $0 to this
transaction.
On
December 23, 2009, the Company issued 274,200 shares of common stock for
services valued at $5,484.
On
December 23, 2009, the Company issued 342,750 shares of common stock for
compensation valued at $6,855.
On April
26, 2010, as part of a settlement agreement between the Company and the previous
CFO, the Company canceled 137,100 shares of common stock.
On April
30, 2010, the Company issued 5,000,000 shares of common stock to an unrelated
party for $100,000.
The
Company has the ability to issue up to 20,000,000 shares of no par value
preferred stock. As of June 30, 2010, there no shares issued and
outstanding.
NOTE 3 –
RELATED PARTY TRANSACTIONS
EnviraTrends
subleases office space from an affiliate for $1,447 per month. The
sublease expires December 31, 2009 at which time the Company is able to continue
on a month to month basis or be subject to the terms of a new master
lease. The Company has not determined if the option will be executed
at this time; therefore, effective January 1, 2010, the Company will pay month
to month until it can determine its course of action. The Company has
recorded rent expense of $10,450, $7,344, and $17,794 for the nine months ended
June 30, 2010, for the period June 22, 2009 (date of inception) to September 30,
2009, and the cumulative period from June 22, 2009 (date of inception) to June
30, 2010.
The
accompanying notes are an integral part of these financial
statements.
F-8
EnviraTrends,
Inc.
(A
Development Stage Company)
Notes
To Financial Statements
For
The Nine Months Ended June 30, 2010 (Unaudited) and for the Period
From
June
22, 2009(Date of Inception) to September 30, 2009 and the
Cumulative
Period From June 22, 2009 (Date of Inception) to June 30, 2010
(Unaudited)
From June
22, 2009 (date of inception) through June 30, 2010, ImagiTrend Inc., of which
the president and majority stockholder is managing member, paid certain expenses
on behalf of the Company. The amount due to ImagiTrend Inc. as of
June 30, 2010 and September 30, 2009 is $53,315 and $30,165, respectively, which
is non interest bearing and unsecured.
On
December 23, 2009, 3,180,000 shares of common stock were issued to the
ImagiTrend for acquisition of rights to products. (See Note 2)
NOTE 4 –
INCOME TAXES
EnviraTrends
uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During the current period, EnviraTrends
incurred a net loss and therefore has no tax liability.
NOTE 5 –
DUE TO SHAREHOLDER
On August
1, 2009, the Company entered into an employment agreement with Russell
Haraburda, the Company’s President. The agreement provides for a
monthly salary of $10,000. As of June 30, 2010 and September 30,
2009, the amount due to Mr. Haraburda is $36,609 and $11,200,
respectively.
The
accompanying notes are an integral part of these financial
statements.
F-9
PROSPECTUS
ENVIRATRENDS,
INC.
Dated
_____________, 2010
Selling
shareholders are offering up to 550,000 shares of common stock. The
selling shareholders will offer their shares at $0.02 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices.
Our
common stock is not now listed on any national securities exchange, the NASDAQ
stock market or the OTC Bulletin Board.
Dealer Prospectus Delivery
Obligation
Until
_________ (90 days from the date of this prospectus) all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
34
Part
II-INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
The
Wyoming Business Corporation Law (W.S. 17-16-851 and 17-16-856) authorizes
indemnification for directors, officers and other individuals where such person:
(1) conducted himself in good faith; and (2) reasonably believed that
his conduct was in or at least not opposed to the corporation’s best interests;
and (3) in the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful; or (4) he engaged in conduct for which
broader indemnification has been made permissible or obligatory under a
provision of the articles of incorporation, as authorized by W.S.
17-16-202(b)(v).
With
regard 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 Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses. We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.
ITEM
|
AMOUNT
|
|||
SEC
Registration Fee*
|
$
|
1
|
||
Legal
Fees and Expenses
|
60,000
|
|||
Accounting
Fees and Expenses*
|
40,000
|
|||
Total*
|
$
|
100,001
|
*
Estimated Figure
RECENT
SALES OF UNREGISTERED SECURITIES
On
June 22, 2009, the Company issued 10,000,000 shares of common stock to the
founder and president. The Company valued these shares at $0.001 per
share for total deemed consideration of $10,000.
On
various days from July 29, 2009 through September 30, 2009, the Company issued
530,000 shares for $0.02 per share to 73 investors for total consideration of
$10,600.
35
On
October 6, 2009 and December 2, 2009, the Company issued 5,000 and
5,000,000 shares, respectively, for $0.02 per share to 2 investors for total
consideration of $101,100.
On
December 22, 2009, the Company issued to ImagiTrend Group LLC
(“ImagiTrend”), a related party, 3,180,000 shares for product
rights and trademarks. The value of the intangible assets
as reported by ImagiTrend at the date of purchase was $0 as the intangible
assets were impaired.
On
December 23, 2009, the following stock was issued with the services and
compensation being valued using a per share price of $0.02 for aggregate deemed
consideration of $12,339.
·
|
James
Burk - 137,100 shares for legal services in connection with the filing of
this registration statement valued using a per share price of $0.02 for
deemed consideration of $2,742
|
·
|
Michael
Williams - 137,100 shares for legal services in connection with the filing
of this registration statement valued using a per share price of $0.02 for
deemed consideration of $2,742
|
·
|
Braxton
Jones - 137,100 shares for compensation as secretary, a non-executive
officer, valued using a per share price of $0.02 for deemed consideration
of $2,742
|
·
|
Diane
Gerletti - 205,650 shares for compensation as office administrative
assistant valued using a per share price of $0.02 for deemed consideration
of $4133
|
On
April 23, 2010, the Company issued 5,000,000 shares for $0.02 per
share to one investors for total consideration of $100,000.
On
April 26, 2010 the Company issued 137,100 shares that were originally issued to
Braxton Jones for compensation were cancelled.
The
shares were issued under Section 4(2) of the Securities Act of
1933.
We
believed that Section 4(2) of the Securities Act of 1933 was available
because:
|
o
|
None
of these issuances involved underwriters, underwriting discounts or
commissions.
|
|
o
|
Restrictive
legends were and will be placed on all certificates issued as described
above.
|
|
o
|
The
distribution did not involve general solicitation or
advertising.
|
|
o
|
The
distributions were made only to investors who had a pre-existing
relationship and who were sophisticated enough to evaluate the risks of
the investment.
|
In
connection with the above transactions, although some of the investors may have
also been accredited, we provided the following to all investors:
|
o
|
Access
to all our books and records.
|
|
o
|
Access
to all material contracts and documents relating to our
operations.
|
|
o
|
The
opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given
access.
|
Prospective
investors were invited to review at our offices at any reasonable hour, after
reasonable advance notice, any materials available to us concerning our
business. Prospective Investors were also invited to visit our
offices.
EXHIBITS
Item
3
|
1.
|
Articles
of Incorporation EnviraTrends,
Inc.
|
|
2
|
Amendment
to Articles of Incorporation of EnviraTrends,
Inc.
|
|
3
|
Amendment
to Articles of Incorporation of EnviraTrends,
Inc.
|
36
|
4.
|
Bylaws
of EnviraTrends, Inc.
|
|
5.
|
Articles
of Correction of EnviraTrends, Inc.
*
|
|
6.
|
Qualification
of EnviraTrends, Inc. to do business as foreign corporation in Florida
*
|
Item
4
|
1.
|
Form
of common stock Certificate of the EnviraTrends, Inc.
*
|
Item
5
|
1.
|
Legal
Opinion of Williams Law Group, P.A.
*
|
Item
10
|
1.
|
Agreement
with ImagiTrend Group LLC
|
|
2.
|
Employment
Agreement with Russell
Haraburda
|
|
3.
|
Employment
Agreement with Russell Haraburda, as amended
*
|
|
4.
|
Terms
of Sublease *
|
Item
23
|
1.
|
Consent
of Meeks International LLC *
|
|
2.
|
Consent
of Williams Law Group, P.A. (included in Exhibit 5.1)
*
|
*filed
herewith
All other
Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable to
this filing.
(1)
Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws.
UNDERTAKINGS
The
undersigned registrant hereby undertakes:
|
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
|
i.
|
To
include any prospectus required by section
10(a)(3) of the Securities Act of
1933;
|
37
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
|
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
|
2.
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
3.
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
4. That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser: Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of the
corporation in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such case.
38
SIGNATURES
Pursuant to the
requirements of the Securities Act, the Registrant has duly caused this
Registration Statement to be signed on our behalf by the undersigned, thereunto
duly authorized, in
Sarasota FL on November 10, 2010.
EnviraTrends,
Inc.
Name
|
Date
|
Signature
|
||||
By:
Russell Haraburda
|
Russell
Haraburda,
President,
Chief
Executive
Officer
|
November 10, 2010 |
/s/
Russell Haraburda
|
|||
and
Principal
Executive
Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/
Russell Haraburda
|
Russell
Haraburda
|
President
and
Director,
Principal
Executive
Officer,
|
November 10, 2010 | |||
Principal
Financial
Officer
and Principal
Accounting
Officer
|
||||||
/s/
Roger Prasad
|
Roger
Prasad
|
Director
|
November 10, 2010 |
39