Attached files
As filed with the Securities and Exchange Commission on December 29, 2010
Registration No. 333-169251
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 7
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREENTECH TRANSPORTATION INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
3713
(Primary Standard Industrial Classification Code Number)
27-2962991
(IRS Employer Identification No.)
7000 Merrill Avenue, Suite 31
Chino, CA 91710
Telephone (909) 614-7007 Facsimile (909) 614-7007
(Address and telephone number of registrant's principal executive offices)
Law Offices of Gary L. Blum
Corporate and Securities Law
3278 Wilshire Boulevard, Suite 603
Los Angeles, CA 90010
Telephone (213) 381 7450 Facsimile (213) 384 1035
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [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. [ ]
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 [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
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Title of Proposed Maximum Proposed Maximum
of Securities Amount to Be Offering Price Aggregate Amount of
to be Registered Registered per Share (1) Offering Price Registration Fee (2)
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Common Stock, Shares 10,000,000 $0.01 $100,000 $7.14
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(1) This is an initial offering and no current trading market exists for our
common stock. The offering price was arbitrarily determined by Greentech
Transporation Industries Inc.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended (the "Securities
Act").
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
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GREENTECH TRANSPORTATION INDUSTRIES INC.
PROSPECTUS
10,000,000 SHARES
COMMON STOCK AT $.01 PER SHARE
This is the initial offering of common stock of Greentech Transportation
Industries Inc. and no public market currently exists for the securities being
offered. We are offering for sale a total of 10,000,000 shares of common stock
at a price of $.01 per share. The offering is being conducted on a
self-underwritten, all-or-none basis, which means our officers and directors
will attempt to sell the shares. This Prospectus will permit our officers and
directors to sell the shares directly to the public, with no commission or other
remuneration payable to them for any shares they may sell. They will sell the
shares and intend to offer them to friends, relatives, acquaintances and
business associates. In offering the securities on our behalf, they will rely on
the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the
Securities and Exchange Act of 1934. We intend to open a standard, non-interest
bearing, bank checking account to be used only for the deposit of funds received
from the sale of the shares in this offering. If all the shares are not sold and
the total offering amount is not deposited by the expiration date of the
offering, the funds will be promptly returned to the investors, without interest
or deduction; however there is no assurance we will be able to return the funds
as we are not holding the money in a trust or similar account and a creditor may
be able to execute a judgment against the funds. The shares will be offered at a
price of $.01 per share for a period of one hundred and eighty (180) days from
the effective date of this prospectus, unless extended by our board of director
for an additional 90 days. The offering will end on __________, 2010 (date to be
inserted in a subsequent amendment).
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.01 Not Applicable $100,000
Total $0.01 Not Applicable $100,000
Greentech Transportation Industries Inc. is a development stage company and
currently has no operations. Any investment in the shares offered herein
involves a high degree of risk. You should only purchase shares if you can
afford a loss of your investment. Our independent auditor has issued an audit
opinion for Greentech Transportation Industries Inc. which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
As of the date of this prospectus, our stock is presently not traded on any
market or securities exchange and there is no assurance that a trading market
for our securities will ever develop.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS", BEGINNING ON PAGE 4, BEFORE BUYING ANY
SHARES OF OUR COMMON STOCK.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED ___________, 2010
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Business 4
Risks Associated with this Offering 9
USE OF PROCEEDS 11
DETERMINATION OF OFFERING PRICE 11
DILUTION 11
PLAN OF DISTRIBUTION 12
Offering will be Sold by Our Officers and Directors 12
Terms of the Offering 13
Deposit of Offering Proceeds 13
Procedures and Requirements for Subscribing 13
DESCRIPTION OF SECURITIES 14
INTEREST OF NAMED EXPERTS AND COUNSEL 14
DESCRIPTION OF OUR BUSINESS 15
Executive Summary 15
Distribution Methods 16
Competitive Strengths and Strategy 17
Sources and Availability of Raw Materials 17
Dependence on one or a few Major Customers 17
Patents, Trademarks, Franchises, Concessions, Royalty
Agreements or Labor Contracts 17
Need for Government Approval for Proposed Products or Services 18
Bankruptcy or Similar Proceedings 18
Reorganization, Purchase or Sale of Assets 18
Effects of Exisiting or Probable Government Regulation 18
Research and Development Costs during the Last Two Years 18
Costs and Effects of Compliance with Environmental Laws 18
Employees and Employment Agreements 18
DESCRIPTION OF PROPERTY 19
LEGAL PROCEEDINGS 19
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 19
REPORTS TO SECURITY HOLDERS 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 20
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 25
EXECUTIVE COMPENSATION 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 29
AVAILABLE INFORMATION 30
FINANCIAL STATEMENTS 30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 30
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GREENTECH TRANSPORTATION INDUSTRIES INC.
7000 MERRILL AVENUE, SUITE 31
CHINO, CA 91710
(909) 614-7007
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," "THE COMPANY" AND "GTI" REFERS TO GREENTECH TRANSPORTATION INDUSTRIES
INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS
BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
GENERAL INFORMATION ABOUT OUR COMPANY
Greentech Transportation Industries Inc. ("GTI") was incorporated in the State
of Nevada on June 25, 2010. Our proposed business is a distribution channel for
reputable Chinese bus manufacturers for the sale of their hybrid, electric,
alternative fuel heavy duty transit buses, luxury motor coaches and tour buses
into the Americas, initially Latin America and later, after assisting them with
obtaining required certifications, the U.S. and Canadian marketplace. Our choice
of the Chinese companies would be based in large part on their history of
previous international relationships and a quality product that will meet U.S.
standards. Our business plan is based in part on our ability to negotiate
distribution agreements with Chinese bus manufacturers. We currently have no
such agreements and do not anticipate entering into any such agreements until we
complete this offering. We intend to use the net proceeds from this offering to
develop our business operations. (See "Business of the Company" and "Use of
Proceeds".) We are a development stage company with no revenues or operating
history. The principal executive offices are located at 7000 Merrill Avenue,
Suite 31, Chino, CA 91710. The telephone number is (909) 614-7007.
We received our initial funding of $20,000 through the sale of common stock to
Ian B. McAvoy, an officer and director who purchased 20,000,000 shares of our
common stock at $0.001 per share on June 25, 2010. Our financial statements from
inception (June 25, 2010) through October 31, 2010 report no revenues and a net
loss of $13,138. Our independent auditor has issued an audit opinion for GTI
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
THE OFFERING
The Issuer: Greentech Transportation Industries Inc.
Securities Being Offered: 10,000,000 shares of common stock.
Price per Share: $0.01
Offering Period: The shares are offered for a period not to exceed
180 days, unless extended by our board of
directors for an additional 90 days.
Net Proceeds: $100,000
Securities Issued
and Outstanding: 20,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration Costs: We estimate our total offering registration costs
to be $6,000.
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Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED WITH OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY. AN
INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A
COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.
GTI was incorporated June 25, 2010 and we have not yet commenced our business
operations. Until we are actually in the marketplace for a demonstrable period
of time, it is impossible to determine if our business strategy will be viable
or successful. Any such failure could result in the possible closure of our
business or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations, which would
dilute the value of any shares you purchase in this offering.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not yet implemented our business plan or offered any products.
Therefore, we have not yet generated any revenues from operations. In order for
us to continue with our plans and open our business, we must raise our initial
capital to do so through this Offering. The timing of the completion needed to
commence operations and generate revenues is contingent on the success of this
Offering. There can be no assurance that we will generate revenues or that
revenues will be sufficient to maintain our business. As a result, you could
lose all of your investment if you decide to purchase shares in this offering
and we are not successful in our proposed business plans.
OUR BUSINESS WILL BE DEPENDENT ON OUR ABILITY TO SECURE DISTRIBUTION AGREEMENTS
WITH CHINESE BUS MANUFACTURERS. IF WE ARE UNABLE TO SECURE SUCH AGREEMENTS OUR
BUSINESS WILL BE ADVERSELY AFFECTED.
If we are unable to secure distribution agreements with Chinese bus
manufacturers, we may not be able to execute our business plan. We have no
distribution agreements of any kind at this time. If we are unable to secure and
retain distribution agreements our business, financial condition and/or results
of operations could be materially and adversely affected.
ONE COMPONENT OF OUR PROPOSED MARKETING PROGRAM IS THE UTILIZATION OF A
PROTOTYPE BUS FROM A CHINESE MANUFACTURER TO BE PROVIDED TO US FREE OF CHARGE.
IF WE ARE UNABLE TO SECURE A PROTOTYPE FREE OF CHARGE OUR BUSINESS MAY BE
ADVERSELY AFFECTED.
If we are unable to secure the use of a prototype free of charge as part of the
distribution agreements with Chinese bus manufacturers, we may not be able to
execute our marketing plan. At this time we have no agreements for a prototype
or distribution agreements of any kind. If we are unable to secure a prototype
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for use in our proposed marketing efforts our business, financial condition
and/or results of operations could be materially and adversely affected.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE
PROSPECTS AND RESULTS OF OPERATION.
We recently commenced operations and have a limited operating history.
Accordingly, you should consider our future prospects in light of the risks and
uncertainties experienced by development stage companies in evolving industries.
Some of these risks and uncertainties relate to our ability to:
1. Establish and maintain our market position;
2. Respond to competitive market conditions;
3. Increase awareness of our brand;
4. Respond to changes in our regulatory environment;
5. Maintain effective control of our costs and expenses;
6. Raise sufficient capital to sustain and expand our business; and
7. Attract, retain and motivate qualified personnel.
If we are unsuccessful in addressing any of these risks and uncertainties, our
business may be materially and adversely affected.
WE MAY NEED TO OBTAIN ADDITIONAL FINANCING IF WE HAVE COST OVERRUNS OR FAIL TO
GENERATE REVENUE IN THE ANTICIPATED TIMEFRAME. IF WE DO NOT OBTAIN SUCH
FINANCING, WE MAY HAVE TO REDUCE OR CEASE OUR ACTIVITIES AND INVESTORS COULD
LOSE THEIR ENTIRE INVESTMENT.
Our 12-month business plan will be funded by the $100,000 raised in this
Offering. There is no assurance that we will operate profitably or generate
positive cash flow in the future. We may require additional financing to sustain
our business operations if we are not successful in receiving revenues at the
levels we anticipate or we experience cost overruns. We currently do not have
any arrangements for further financing other than the Offering described in this
prospectus, and we may not be able to obtain financing on commercially
reasonable terms or terms that are acceptable to us when it is required. Because
of the worldwide economic downturn or because of other reasons, we may not be
able to raise any additional funds that we require on favorable terms, if any.
The failure to obtain necessary financing, if needed, may impair our ability to
continue in business. If we do not obtain such financing, if required, our
business could fail and investors could lose their entire investment.
YOU MAY SUFFER SIGNIFICANT DILUTION IF WE RAISE ADDITIONAL CAPITAL
If we raise additional capital, we expect it will be necessary for us to issue
additional equity or convertible debt securities. If we issue equity or
convertible debt securities, the price at which we offer such securities may not
bear any relationship to our value, the net tangible book value per share may
decrease, the percentage ownership of our current stockholders would be diluted,
and any equity securities we issue in such offering or upon conversion of
convertible debt securities issued in such offering, may have rights,
preferences or privileges with respect to liquidation, dividends, redemption,
voting and other matters that are senior to or more advantageous than our common
stock.
IF WE OBTAIN DEBT FINANCING, WE WILL FACE RISKS ASSOCIATED WITH FINANCING OUR
OPERATIONS.
If we obtain debt financing, we will be subject to the normal risks associated
with debt financing, including the risk that our cash flow will be insufficient
to meet required payments of principal and interest, and the risk that we will
not be able to renew, repay, or refinance our debt when it matures or that the
terms of any renewal or refinancing will not be as favorable as the existing
terms of that debt. If we enter into secured lending facilities and are unable
to pay our obligations to our secured lenders, they could proceed against any or
all of the collateral securing our indebtedness to them.
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A FAILURE TO MEET CUSTOMER SPECIFICATIONS OR EXPECTATIONS COULD RESULT IN LOST
REVENUES, INCREASED EXPENSES, NEGATIVE PUBLICITY, CLAIMS FOR DAMAGES AND HARM TO
OUR REPUTATION AND CAUSE DEMAND FOR THE PRODUCTS WE PLAN TO DISTRIBUTE TO
DECLINE.
In addition, our customers may have additional expectations about the products
we plan to distribute. Any failure to meet customers' specifications or
expectations could result in:
* delayed or lost revenue;
* requirements to provide additional services to a customer at reduced
charges or no charge;
* negative publicity about us, which could adversely affect our ability
to attract or retain customers; and
* claims by customers for substantial damages against us, regardless of
our responsibility for such failure, which may not be covered by
insurance policies and which may not be limited by contractual terms.
THE CONTINUTATION OR WORSENING OF CURRENT RECESSIONARY ECONOMIC CONDITIONS COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR PROFITABILITY AND FINANCIAL CONDITION.
We are in the midst of a significant global recession. Current conditions are
causing significant global economic uncertainty, thus subjecting us to
significant planning risk with respect to our business and potential pricing
pressure on the products we plan to distribute. We cannot predict when the
recession will end or what our prospects will be once the recession has ended
and markets resume to more normal conditions. In addition, the recession may
last longer and/or be more severe than we currently anticipate. The continuation
of current economic conditions for an extended period of time or the worsening
of such conditions could have a material adverse effect on our business.
OUR ABILITY TO SUCCESSFULLY MARKET THE PRODUCTS WE PLAN TO DISTRIBUTE COULD BE
SUBSTANTIALLY IMPAIRED IF THE PRODUCTS DO NOT PROVE TO BE RELIABLE, EFFECTIVE
AND COMPATIBLE.
We may experience difficulties that could delay or prevent the successful
marketing of the products we plan to distribute. If the products we plan to
represent suffer from reliability, quality or compatibility problems, market
acceptance of the products could be greatly hindered and our ability to attract
customers could be significantly reduced. We cannot assure you that the products
we plan represent will be free from any reliability, quality or compatibility
problems. If we incur increased costs or are unable, for technical or other
reasons, to manage the products, our ability to successfully market the products
could be substantially limited.
OUR SUCCESS IS DEPENDENT ON A LIMITED NUMBER OF KEY EXECUTIVES.
The success of our business strategy and our ability to operate profitably
depends on the continued employment of our senior management team. The loss of
the services of one or more of these key executives could have a material
adverse effect on our business, financial condition and/or results of
operations. There can be no assurance that we will be able to retain our
existing senior management, attract additional qualified executives or
adequately fill new senior management positions or vacancies created by
expansion or turnover. We do not have employment agreements with certain members
of our senior management team and we do not maintain key-person life insurance
policies on their lives. The loss of any of our senior management or key
personnel could seriously harm our business.
TWO OF OUR THREE OFFICERS AND DIRECTORS HAVE NO EQUITY OWNERSHIP IN THE COMPANY.
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Phillip Oldridge, our CEO and a director and David Oldridge, a director, have no
equity ownership in the Company. The success of our business strategy and our
ability to operate profitably depends on the continued services of Phillip
Oldridge and David Oldridge. There is a risk that because they have no equity
ownership in the Company if offered a position with another company they may be
more likely to leave and the loss of their services could have a material
adverse effect on our business, financial condition and/or results of
operations.
GOVERNMENT FUNDING PROGRAMS AND PRIORITIES CAN CHANGE QUICKLY AND IN WAYS
POTENTIALLY ADVERSE TO OUR RECEIPT OF PARTICULAR CONTRACTS.
Our potential customer base are municipal and other local transit authorities,
as well as private companies that contract with local and regional governments,
all of whom rely on funding from various levels of government to purchase
transit buses. While government funding for transit buses has been relatively
stable in recent years, any change in government funding or legislation could
severely curtail funding to our potential customers thereby adversely affecting
our ability to procure contracts. There can be no assurance that this funding
will continue to be available at current levels, on the same terms or at all.
Any decline in or changes to the terms of governmental funding for purchases of
new transit buses could have a material adverse effect on our business,
financial condition and/or results of operations.
CHANGES IN TAX POLICIES AND GOVERNMENT INCENTIVES MAY REDUCE OR ELIMINATE THE
ECONOMIC BENEFITS THAT MAY MAKE THE PRODUCT ATTRACTIVE TO POTENTIAL CUSTOMERS.
In some jurisdictions governments provide tax benefits and incentives for
clean-air vehicles, including tax credits, rebates and reductions in applicable
tax rates. Any reduction in, or elimination of, these tax benefits or incentives
may cause any potential customers to not have the funding needed to purchase
product from us, this would have a material adverse effect on our business,
financial condition and/or results of operations.
FUTURE OPERATIONS COULD BE AFFECTED BY INTERRUPTIONS OF PRODUCTION BEYOND OUR
CONTROL.
Our business, financial condition and/or results of operations may be adversely
affected by certain events that we cannot anticipate or that are beyond our
control, such as earthquakes, fires, floods, hurricanes, wars, terrorist
attacks, computer viruses, pandemics, breakdowns or impairments of our
information system or communication network, or other natural disasters and/or
national emergencies that could curtail production at the facilities which
manufacture the products we distribute and may cause delayed deliveries and
canceled orders. Even if the facilities are not directly affected by such
events, we could be affected by interruptions at their suppliers. Such suppliers
may be less likely to be able to quickly recover from such events and may be
subject to additional risks such as financial problems that limit their ability
to conduct their operations. In addition, global supply disruptions, such as
those caused by political or other dislocations, could lead to shortages of
materials used in the buses. These could delay and/or increase the cost of the
buses and result in an adverse effect on our future profitability.
OUR BUSINESS WILL BE DEPENDENT ON CONTRACTS THAT ARE AWARDED THROUGH COMPETITIVE
BIDDING.
If we are unable to win contracts awarded through the competitive bidding
process, we may not be able to operate in the market for products that are
provided under those contracts for a number of years. If we are unable to
consistently win new contract awards over any extended period, or if we fail to
anticipate all of the costs and resources that will be required to secure and
perform such contract awards, our business, financial condition and/or results
of operations could be materially and adversely affected.
CURRENT REQUIREMENTS UNDER "BUY AMERICAN" LEGISLATION MAY CHANGE OR BECOME MORE
STRINGENT.
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Manufacturers of new buses for use in the United States must comply with "Buy
America" legislation in order for new bus purchases to qualify for federal
funding. "Buy America" legislation requires that buses purchased with federal
funds contain a minimum of 60% U.S. content by cost and that final assembly take
place in the United States. There can be no assurance that the current "Buy
America" requirements will not change and/or become more stringent.
Alternatively, should "Buy America" requirements become less stringent, foreign
competitors without significant U.S. operations may be able to penetrate the
U.S. market and gain market share. Any changes in "Buy America" legislation may
have a material effect on our business, financial condition and/or results of
operations.
WE WILL FACE SIGNIFICANT COMPETITION IN OUR INDUSTRY, AND MANY OF OUR
COMPETITORS HAVE LONGER OPERATING HISTORIES, ESTABLISHED PRODUCTS AND GREATER
FINANCIAL RESOURCES THAN WE DO.
The transit supply industry is intensely competitive and fragmented. We will
compete against product lines of large established companies that supply bus
products.
We expect to face additional competition from large, experienced, diversified
firms as well as other highly resourceful small business concerns. If any of
these competitors is able to respond more quickly to new or emerging
technologies or market developments than we do, our competitive position may
suffer. Additionally, our larger competitors may be able to provide customers
with different or greater capabilities or benefits than we can provide in areas
such as technical qualifications, past contract performance, geographic
presence, price and/or the availability of key professional personnel and
customer support.
There can be no assurance that we will be able to compete successfully in this
market. Increased competition is likely to result in price reductions and
reduced gross profit margins which would have a material adverse effect on our
business, financial condition and/or results of operations.
OUR BUSINESS WILL BE SUBJECT TO THE RISKS OF DOING BUSINESS IN FOREIGN
COUNTRIES.
Doing business internationally exposes us to certain unique and potentially
greater risks than domestic business. International business is subject to local
government regulations and procurement policies and practices, including the
following:
* the complexity and necessity of using foreign agents, representatives,
distributors, consultants, and suppliers;
* regulations relating to import-export control, accounting, taxation,
financing and payment arrangements, exchange controls and dispute
resolution;
* the difficulty of managing and operating an enterprise overseas; and
* economic and geopolitical developments and conditions, including
international hostilities, acts of terrorism and governmental
reactions, inflation, trade relationships, changes in governments and
military and political alliances.
While these factors and their effects are difficult to predict, any one or more
of these factors could adversely affect our business, results of operations
and/or financial condition.
WE MAY INCUR MATERIAL LOSSES AND COSTS AS A RESULT OF PRODUCT LIABILITY CLAIMS.
We are subject, in the ordinary course of business, to litigation involving
product liability and other claims against us related to personal injury and
warranties (including wrongful death). Even though we are strictly a sales and
distribution agent, if our Chinese manufacturers have a defective product or
damages arise that are not covered by their warranty provisions, we may
experience material product liability losses in the future. In addition, we may
incur significant costs to defend product liability claims. We could also incur
damages and significant costs in correcting any defects, lose sales and suffer
damage to our reputation. Significant product liability claims could have a
8
material adverse effect on our business, financial condition and/or results of
operations. Moreover, the adverse publicity that may result from a product
liability claim or perceived or actual defect with the products could have a
material adverse effect on our ability to successfully market the products we
plan to distribute.
INSURANCE COVERAGE MAY BE INADEQUATE TO COVER ALL SIGNIFICANT RISK EXPOSURES.
We may be exposed to liabilities that are unique to the products we distribute.
While we will maintain insurance for certain risks, the amount of our insurance
coverage may not be adequate to cover all claims or liabilities, and we may be
forced to bear substantial costs resulting from risks and uncertainties of our
business. It is also not possible to obtain insurance to protect against all
operational risks and liabilities. The failure to obtain adequate insurance
coverage on terms favorable to us, or at all, could have a material adverse
effect on our business, financial condition and/or results of operations.
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLIHES THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 ($300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no demand
for our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
completion of the offering and apply to have the shares quoted on the
Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter (OTC) securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet his filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between GTI and anyone
acting on our behalf, with any market maker regarding participation in a future
trading market for our securities. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on a
public trading market, your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.
9
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.001 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (20,000,000 shares)
will be increased by $.003 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.01 (per share) to $0.004 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.004 per share, reflecting an immediate dilution of $.006.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $6,000 cost of this
registration statement to be paid from existing cash on hand. If necessary, our
directors have verbally agreed to loan the Company funds to complete the
registration process. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. We estimate the
annual costs and expenses for SEC reporting and compliance to be $11,500. If we
are unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
IAN B. MCAVOY, A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE
WILL OWN 66.6% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN
THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. McAvoy's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock. If
he does sell any of his common stock, he will be subject to Rule 144 under the
1933 Securities Act which will restrict his ability to sell his shares.
AFTER COMPLETION OF THE OFFERING IAN B. MCAVOY WILL CONTINUE TO EXERCISE
SIGNIFICANT CONTROL OVER THE COMPANY DUE TO HIS PERCENTAGE OF OWNERSHIP OF OUR
COMMON STOCK.
10
After the completion of this offering, Ian B. McAvoy, an executive officer and
director, will own 66.6% of our common stock. He will have a significant
influence in determining the outcome of all corporate transactions, including
approval of significant corporate transactions, changes in control of the
company or other corporate matters. He may make decisions without regard to the
interests of minority shareholders.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this offering will be $100,000. The proceeds
are expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the offering:
Planned Expenditures Over
Category The Next 12 Months
-------- ------------------
Advertising $ 10,000
Travel & Expenses $ 18,000
Marketing $ 10,000
Legal and Accounting $ 22,000
Administrative* $ 40,000
--------
TOTAL PROCEEDS TO COMPANY $100,000
========
----------
* Administrative expenses includes a salary for one office manager who will
handle administrative and secretarial duties and the cost of setting up a
basic front office (computer, office supplies, monthly telephone expenses,
etc.)
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. There is no assurance we will be able to return
the funds as we are not holding the money in a trust or similar account and a
creditor may be able to execute a judgment against the funds. We estimate our
offering costs to be $6,000, which will be paid from our current cash on hand.
We do not anticipate having a shortage of cash prior to the offering being
completed, however; if necessary, our directors have verbally agreed to loan the
Company funds to complete the registration process. The loan would be
interest-free with no specific terms of repayment, but not payable from proceeds
of the offering. We will require full funding from the offering to implement our
complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately-held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders.
11
As of October 31, 2010, the net tangible book value of our shares was $6,862 or
($.0003) per share, based upon 20,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$100,000, the net tangible book value of the 30,000,000 shares to be outstanding
will be $106,862, or approximately $.004 per share. Accordingly, the net
tangible book value of the shares held by our existing stockholder (20,000,000
shares) will be increased by $.003 per share without any additional investment
on his part. The purchasers of shares in this offering will incur immediate
dilution (a reduction in the net tangible book value per share from the offering
price of $.01 (per share) of $.006 per share. As a result, after completion of
the offering, the net tangible book value of the shares held by purchasers in
this offering would be $.004 per share, reflecting an immediate reduction in the
$.01 price per share they paid for their shares. After completion of the
offering, the existing shareholder will own 66.6% of the total number of shares
then outstanding, for which he will have made an investment of $20,000 or $.001
per share. Upon completion of the offering, the purchasers of these shares
offered hereby will own 33.3% of the total number of shares then outstanding,
for which they will have made a cash investment of $100,000, or $.01 per share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price Per Share $.01
Net Tangible Book Value Prior to this Offering $.0003
Net Tangible Book Value After Offering $.004
Immediate Dilution per Share to New Investors $.006
The following table summarizes the number and percentages of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
Price Per Total Number of Percent of Consideration
Share Shares Held Ownership Paid
----- ----------- --------- ----
Existing Shareholder $.001 20,000,000 66.6 $ 20,000
Investors in this
Offering $.01 10,000,000 33.3 $100,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This prospectus permits our officers
and/or directors to sell the shares directly to the public, with no commission
or other remuneration payable to them for any shares they may sell. There are no
plans or arrangement to enter into any contracts or agreements to sell the
shares with a broker or dealer. Our officers and directors, Phillip W. Oldridge,
Ian B. McAvoy and David Oldridge, will sell the shares and intend to offer them
to friends, relatives, acquaintances and business associates. In offering the
securities on our behalf, they will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
Our officers and directors will not register as broker-dealers pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
12
a. Our officers/directors were not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officers/directors will not be compensated in connection with
their participation by the payment of commissions or other
remuneration based either directly or indirectly on transaction in
securities; and
c. Our officers/directors are not, nor will they be at the time of their
participation in the offering, an associated person of a
broker-dealer; and
d. Our officers/directors meet the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform or
are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) are not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) have not participated in selling
and offering securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii).
Mr. Phillip Oldridge, Mr. Ian McAvoy and Mr. David Oldridge, who will be
offering the securities, may each be deemed to be an underwriter of this
offering within the meaning of that term as defined in Section 2(11) of the
Securities Act of 1933, as amended. They each intend to find purchasers by
discussing this offering with past and present friends and business associates,
as well as the friends and business associates of friends and business
associates. A copy of this prospectus will be provided to any prospective
investor.
Our officers, directors, control persons and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.01 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and will continue for
a period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $100,000 has been received. At that time, the funds
will be transferred to our business account for use in implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. There is no assurance we will be
able to return the funds as we are not holding the money in a trust or similar
account and a creditor may be able to execute a judgment against the funds.
Please see the "Risk Factors" section to read the related risk to you as a
purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe to any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
money order made payable to Greentech Transportation Industries Inc.
Subscriptions, once received by the Company, are irrevocable.
13
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Articles of Incorporation authorizes the issuance of 150,000,000 shares of
common stock, $0.001 par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. A current officer and director owns 66.6%
of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
REPORTS
We are not required to furnish you with an annual report. We will be required to
file reports with the SEC under section 15(d) of the Securities Act upon
effectiveness of the registration statement. The reports will be filed
electronically. The reports we will be required to file are on forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
The Law Offices of Gary L. Blum, 3278 Wilshire Boulevard, Ste. 603, Los Angeles,
CA 90010 has passed upon the validity of the shares being offered and certain
other legal matters and is representing us in connection with this offering.
Chang Park, CPA, 2667 Camino Del Rio South, Plaza B, San Diego CA 92108, an
independent certified public accountant, has audited our financial statements
included in this prospectus and registration statement to the extent and for the
periods set forth in the audit report. Chang Park, CPA has presented his report
with respect to our audited financial statements and it is included in reliance
upon his authority as experts in accounting and auditing.
14
DESCRIPTION OF OUR BUSINESS
EXECUTIVE SUMMARY
Greentech Transportation Industries, Inc. ("GTI") was incorporated in Nevada on
June 25, 2010 and is considered a development stage company. At that time
Phillip Oldridge was appointed Chairman of the Board of Directors and CEO, Ian
B. McAvoy was appointed President, Secretary, CFO, Treasurer and Director and
David Oldridge was appointed as a Director. The Board voted to seek capital and
begin development of our business plan. We received our initial funding of
$20,000 through the sale of common stock to Ian B. McAvoy who purchased
20,000,000 shares of our Common Stock at $0.001 per share on June 25, 2010.
As of the date of this filing we have $2,844.09 remaining of the $20,000. The
company has used the funds as follows:
Bank Charges $ 42.35
Consulting Fees $ 5,165.00
Auditor Fees $ 6,000.00
Legal Fees $ 1,500.00
Office & Administration $ 1,626.76
Travel Expenses $ 2,821.80
The legal, audit and consulting fees are all related to the filing of our S-1
Registration Statement. The office and administrative expenses are made up of
incorporation fees, telephone services, office supplies and mailing costs.
Travel expenses were one of our director's costs related to two trips to China
to meet with bus manufacturers.
PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS
Our proposed business is a distribution channel for reputable Chinese bus
manufacturers for the sale of their hybrid, electric, alternative fuel heavy
duty transit buses, luxury motor coaches and tour buses. The vehicles will come
in many model varieties with Partial Zero Emission Vehicle (PZEV) qualified
engines in hybrid, clean diesel, Compressed Natural Gas (CNG) and fuel cell that
are cleaner than the general competition as the Chinese manufacturer(s) will be
modifying some components to exceed Environmental Protection Agency (EPA)
standards. Our choice of the Chinese manufacturers would be based in large part
on their history of previous international relationships and a quality product
that will meet U.S. standards. The initial marketing campaign will focus on
Latin America, as the Chinese buses are currently compliant with standards in
Latin America. While revenues are realized from the Latin American market we
will be assisting the Chinese manufacturers in obtaining certifications in the
U.S. and Canada. The vehicles will have North American components already
approved by the US Department of Transportaion (USDOT) and EPA standards. The
vehicles will be manufactured in Asia, to reduce costs, using North American
quality standards in existing and new manufacturing facilities that will
manufacture buses under the GTI brand name.
Our directors have a network of contacts both in the public transit and private
transportation industries that they believe the Chinese manufacturers do not
have. We believe these connections as well as the knowledge our directors have
in export and international markets, including North America, will allow us to
pursue orders that the Chinese bus manufacturers would find difficult to pursue
giving us a competitive advantage.
Our directors also have strong relationships with a number of Chinese bus
manufacturers that build equipment to high quality specifications that we
believe to be acceptable and attractive to the Latin and North American
marketplace. Our plan is to negotiate fixed unit prices with these Chinese bus
manufacturers and then market those buses to clients in Latin and North America
with an acceptable mark up to ensure a profit margin for the Company.
An example of how we plan to generate revenue is as follows (all prices are
estimations and subject to change): in 2010 the average retail price of a hybrid
40-foot city transit bus in the United States is approximately US$595,000. For
an equivalent specification we believe we can obtain pricing of approximately
US$275,000 - $300,000 per unit from a Chinese manufacturer (FOB Chinese port)
based upon a long term distribution agreement, such as we plan to enter into.
The average shipping cost per unit based upon negotiated prices is approximately
US$20,000 per unit. We propose to market the vehicle in the US$450,000 to
$500,000 range which is significantly cheaper than the current retail prices
offered.
Once we have our fixed prices negotiated on certain model ranges with the chosen
Chinese manufacturers we will able to pursue low sealed bid contracts with
confidence on the pricing structure. In pursuing low sealed bid type contracts,
it is our expectation that we will have prices below our competitors. We believe
our strengths lie in our ability to negotiate preferential pricing and
eventually also qualify the buses for the North American market. It has been
management's experience that the Chinese manufacturers make their profit margins
on the negotiated rates per unit (normally 10-12%).
15
It is our plan to enter into agreements with a number of Chinese manufacturers
that meet our quality control criteria. We believe this will allow us to
diversify our supply chain for required product lines.
The city transit buses, which will be the first phase venture, will come in
multiple lengths and engine types to meet the specialized needs of different
transit markets in the Americas, initially the Latin American market. Our vision
is become one of the leading distributors of eco friendly public transit and
private transportation vehicles in the Americas and ultimately on a global
scale.
Our target market is cities and municipalities who utilize a lowest price,
sealed bid, competitive bidding process. We believe this type of process will
generate the greatest revenue for the Company as the only determining factor in
awarding a low/sealed bid contract is price. With our access to the Chinese
buses that can be manufactured at a lower price we believe we will be able to
collect many of the low/sealed bid contracts. As a typical distribution channel
our revenue would be generated by securing the buses at one pricing point and
moving it to the next higher pricing point for sale to the final buyer. By
focusing on the low/sealed bid contracts and securing the buses from the lower
priced Chinese manufacturers we expect our revenue to be generated by the
difference in cost vs. sale price.
We do not design, manufacture or assemble the buses. As a distributor of the
buses, upon winning a contract, we would inform the Chinese manufacturers of the
exact specifications required by each contract.
Our business plan is based in part on our ability to negotiate distribution
agreements with Chinese bus manufacturers. We currently have no such agreements
and do not anticipate entering into any such agreements until we complete this
offering.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
We initially plan to market and distribute the GTI brand vehicles in the
Americas, Latin America first and then the US and Canada, as this market has the
largest demand for eco tech equipment at this time. Once we start to become
better known we hope to be able to expand internationally by attendance at
industry and trade shows and by entering into sales agency or distribution
agreements with independent agents, each of whom will be granted exclusive
rights to market and sell GTI equipment in its respective territory.
We will fulfill all customer orders from our offices in Chino, CA, USA. For
initial orders in Latin America the equipment will be shipped complete to the
country of order, as the Chinese buses currently meet all requirements in the
Latin American market. Later equipment for North American orders will be shipped
on pallets from Asia to Long Beach, USA and final assembly will be completed in
the USA to meet federal "Buy America" requirements, with the Chinese
manufacturing entity being responsible for final assembly. The equipment will
then be shipped by truck or rail to its final destination in North America.
The typical public procurement experience begins with targeted marketing to the
transit industry through trade shows and personal meetings with agency
procurement specialists. It is part of our marketing plan and proposed
distribution agreements that the Chinese manufacturer will supply a prototype to
the Company at no charge to be used for advertising and marketing purposes. GTI
will maintain an up to date forward order management system that analyses all
bids for equipment across the Americas. This system will be provided at no
charge to the Company by the officers and directors who have the background and
technique to set up and run the system. The search for orders that meet specific
needs, including the ordering process and product delivery and post-purchase
support requirements will determine the priority of the bids pursued. We believe
that the ability to accurately fulfill orders, ship products quickly to a
customer's facility and efficiently handle customer inquiries is as important to
customer satisfaction as a superior product selection. We believe that a high
level of customer service and support is critical to retaining and expanding a
reliable, repeat customer base and for establishing and maintaining a trusted
brand name.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE
Equipment is currently being designed to meet the Americas market requirements.
16
COMPETITION, COMPETITIVE POSITION IN THE INDUSTRY AND METHODS OF COMPETITION
The transit supply industry is intensely competitive and fragmented; however,
there is an emerging market for eco-friendly products at a competitive price.
Our directors have long-standing established relationships in the industry and
particularly with bus manufacturers in China and are currently working with
manufacturers in China to secure Letters of Intent (LOI's) for exclusive
distribution contracts. Mr. Phillip Oldridge is a 30-year veteran of the private
transportation sector. In 2002, Mr. Oldridge founded Bus & Coach International,
focusing on product development and establishing manufacturing bases in China.
Mr. Ian McAvoy is a 20-year veteran of the public transit sector, with
relationships with many of the transit authority's executive leaders and elected
officials and has a wide network of colleagues in the public and private transit
sector. He has working knowledge of how public transit authorities operate and
understands the forward order management and international bus procurement
processes. Mr. David Oldridge began his career in the heavy vehicle industry
more than 25 years ago and has worked in many facets of maintenance, service
support and product design. As a founder of Bus and Coach International, Mr.
Oldridge supervised product design, overseeing component selection and
maximization of low maintenance features, particularly from Chinese
manufacturers.
We will compete against product lines of large established companies that supply
Original Equipment Manufacturer (OEM) products. However we do not believe these
companies have the relationships in China and other Asian nations that we do so
their products would be priced at a competitive disadvantage to the GTI product
line.
We believe that our competitive strengths will be our relations with major Asian
manufacturing companies, our ability to propose changes to equipment to meet
market requirements, our knowledge of the global transit marketplace, the
quality of the materials and most importantly, the uniqueness of the products to
an increasingly environmentally conscious client. Although there are many
companies that provide this type of equipment, most do not or have not yet
provided an environmentally conscious product line due to price, technology or
lead-time. We believe our key competitive advantages will be price, quality and
availability to the market place.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS
We plan to be a distribution entity with major relationships within the Asian
markets. We do not manufacture product. We also plan to work with both the
Chinese manufacturers and North American suppliers, when necessary, to advise on
specific requirements based on contracts and to expedite product orders. We
currently have no contracts in place with any manufacturers or suppliers.
Our proposed Chinese product suppliers plan to source all of their materials
from both Asian and North American companies. The steel and aluminum will be
Asian from Alcon and engines from CAT, Cummins, Navistar and MAN. Transmissions
and other propulsion parts will be supplied by Eaton, ZF and Cummins. Other
components will be sourced based upon the customers' preference but there are
many sources of parts and heavy competition in the industry.
They will continually source approved new materials from other suppliers who may
produce different materials, materials of higher quality or similar materials
that are lower priced.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We feel that, because of the potential wide base of customers in the Americas
for the product line we plan to distribute, there will be no problem with
dependence on one or few major customers.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS
We currently have no patents or trademarks for the products we plan to
distribute or brand name; however, as business is established and operations
expand, we may seek such protection. We will enter into NDA's with our Asian
17
partners and will have legally binding agreements with them for product and
distribution rights. Despite efforts to protect our proprietary rights, such as
our brand and product line names, since we have no patent or trademark rights
unauthorized persons may attempt to copy aspects of our business, including our
web site design, products, product information and sales mechanics or to obtain
and use information that we regard as proprietary, such as the technology used
to operate our web site and content. Any encroachment upon our proprietary
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. or International Patent and Trademark Offices may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and/or to determine the validity and
scope of the proprietary rights of others. Any such litigation or adverse
proceeding could result in substantial costs and diversion of resources and
could seriously harm our business operations and/or results of operations.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
Currently the buses provided by the Chinese manufacturers we plan to contract
with for their products meet the requirements of the Latin American countries.
For the U.S. and Canadian martket, the US Department of Transportation has a
process in which a company can become a self certified approved entity for
product distribution, allowing the company to bring equipment to market subject
to random checks on components of the first VIN equipment to reach North
American shores. The process is outlined in manuals provided by the USDOT.
Members of our management team have been involved in the process in the past and
plan to institute the process for GTI in the future. The process to become a
self certified approved entity generally takes 3 to 9 months.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATION, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The government could develop more stringent environmental laws that require
lower emissions but the product lines we plan to distribute are already lower
emission than the standard equipment.
RESEARCH AND DEVELOPMENT ACTIVITIES DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
These costs and effects are minimal as the product lines we sell are already
designed as eco friendly.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
We currently have three employees, all of which are our executive officers,
namely, Phillip Oldridge, Ian McAvoy and David Oldridge. Phillip Oldridge
devotes full time to our business and currently is responsible for our general
strategy, fund raising and relations with Asian product manufacturing
executives. Ian McAvoy devotes full time on company organization, laying out
18
future marketing and sales plans and building business in the Americas. David
Oldridge devotes full time to the technical aspects of the business and is
responsible for supply chain management to ensure the appropriate equipment is
shipped to the customer. Once the offering is complete we will hire additional
staff.
DESCRIPTION OF PROPERTY
We do not currently own any property. The executive offices of GTI are located
at is at 7000 Merrill Avenue, Suite 31, Chino, CA 91710. We consider our current
principal office space arrangement adequate and will reassess our needs based
upon the future growth of the Company.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the FINRA system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act of 1934. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act of 1934. Rather than creating a need to comply with those rules,
some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation.
19
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officers and directors, who will offer and sell the shares, are aware that
they are required to comply with the provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officers and directors, sales agents, any
broker-dealer or other person who participate in the distribution of shares in
this offering from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete.
STOCK TRANSFER AGENT
The Company's stock transfer agent is Holladay Stock Transfer.
REPORTS TO SECURITY HOLDERS
Upon effectiveness of the registration statement, of which this prospectus is a
part, will be subject to certain reporting requirements by the U.S. Securities
and Exchange Commission (SEC) and will furnish annual financial reports to our
stockholders, certified by our independent accountants, and will furnish
un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We have generated no revenue since inception and have incurred $13,138 in
expenses through October 31, 2010. The following table provides selected
financial data about our company for the period from the date of incorporation
through October 31, 2010. For detailed financial information, see the financial
statements included in this prospectus.
Balance Sheet Data: 10/31/2010
------------------- ----------
Cash $ 8,428
Total assets $ 8,428
Total liabilities $ 1,566
Shareholders' equity $ 6,862
20
Other than the shares offered by this prospectus, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of this offering, our directors have verbally
agreed to advance the Company funds to complete the registration process.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin selling the products we plan distribute. There is no assurance we will
ever reach that point.
Our current cash balance is $8,428 with $1,566 in outstanding liabilities. We
believe our cash balance along with loans from our director is sufficient to
fund our limited levels of operations until we receive funding. If we experience
a shortage of funds prior to funding we may utilize funds from our directors,
who have informally agreed to advance funds to allow us to pay for offering
costs, filing fees, and professional fees; however they have no formal
commitment, arrangement or legal obligation to advance or loan funds to the
Company. In order to achieve our business plan goals, we will need the funding
from this offering. We are a development stage company and have generated no
revenue to date. We have sold $20,000 in equity securities to pay for our
minimum level of operations.
We have sold $20,000 in equity securities to pay for our minimum level of
operations. As of the date of this filing we have $2,844.09 remaining of the
$20,000. The company has used the funds as follows:
Bank Charges $ 42.35
Consulting Fees $ 5,165.00
Auditor Fees $ 6,000.00
Legal Fees $ 1,500.00
Office & Administration $ 1,626.76
Travel Expenses $ 2,821.80
The legal, audit and consulting fees are all related to the filing of our S-1
Registration Statement. The office and administrative expenses are made up of
incorporation fees, telephone services, office supplies and mailing costs.
Travel expenses were one of our director's costs related to two trips to China
to meet with bus manufacturers.
PLAN OF OPERATION
We initially plan to market and distribute the GTI brand vehicles in the
Americas as this market has the largest demand for eco tech equipment at this
time. We will fulfill all customer orders from our offices in Chino, California,
USA. For initial orders in Latin America the equipment will be shipped complete
to the country of order, as the Chinese buses currently meet all requirements in
the Latin American market. Later equipment for North American orders will be
shipped on pallets from Asia to Long Beach, California, USA and final assembly
will be completed in the USA to meet federal "Buy America" requirements, with
the Chinese manufacturing entity being responsible for final assembly. The
equipment will then be shipped by truck or rail to its final destination in
North America.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12 month budget is based on minimum operations
which will be completely funded by the $100,000 raised through this offering. If
we begin to generate profits we will increase our sales activity accordingly. We
estimate sales to begin within 12 to 18 months. Because our business is
client-driven, our revenue requirements will be reviewed and adjusted based on
sales. The costs associated with operating as a public company are included in
our budget. Management will be responsible for the preparation of the required
documents to keep the costs to a minimum.
We plan to complete our 12 month milestones, after receiving funding from this
offering, as follows:
21
First Quarter: (currently estimated to be February 2011 - April 2011)
Travel to finalize exclusive distribution contracts. Travel costs $5,000
Hire consultant for webpage optimization and creation of marketing materials. Marketing costs $4,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Set up office and hire administrative employee. Administrative costs $11,500
First prototype anticipated to be shipped to the USA: March 2011 (No cost to Company)
Total First Quarter Costs $25,500
Second Quarter: (currently estimated to be May 2011 - July 2011)
Advertising to cities & municipalities Advertising costs $3,000
Travel to finalize low/sealed bid contracts. Travel costs $4,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Salary for administrative employee and office costs. Administrative costs $9,500
First Latin American Sale: July 2011
Total Second Quarter Costs $23,500
Third Quarter: (currently estimated to be August 2011 - October 2011)
Advertising to cities & municipalities Advertising costs $3,000
Travel to finalize low/sealed bid contracts and visit China manufacturers Travel costs $6,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial review and attorney fees Legal & Acctg costs $5,000
Salary for administrative employee and office costs. Administrative costs $9,500
Total Third Quarter Costs $25,500
Fourth Quarter: (currently estimated to be November 2011 - January 2012)
Advertising to cities & municipalities Advertising costs $4,000
Travel to finalize low/sealed bid contracts Travel costs $3,000
Printing of marketing materials and trade show costs. Marketing costs $2,000
Auditor fees for financial audit and attorney fees Legal & Acctg costs $7,000
Salary for administrative employee and office costs. Administrative costs $9,500
First North American Sale: December 2011
Total Fourth Quarter Costs $25,500
If the Company has customers or revenue during this 12-month period, the
business plan may change or be accelerated. There can, however, be no assurance
that the Company will have either customers or revenue. Typically the low/sealed
bid process includes a 20-30% down payment at the time of order and the
remaining Cash on Delivery terms. On large production orders progress payments
based upon production milestones are utilized. Production of a new bus generally
takes 2 months with overseas shipping taking 1 month. For the initial orders
into the Latin American market, with complete buses being delivered, lead time
on an order would therby be a minimum of 3 months before GTI would receive full
payment.
MANUFACTURE AND ASSEMBLY OF PROPOSED PRODUCT
We are a distribution entity with major relationships within the Asian markets.
We do not manufacture product.
MARKETING
The typical public procurement experience begins with targeted marketing to the
transit industry through trade shows and personal meetings with agency
procurement specialists. GTI will maintain an up to date forward order
management system that analyses all bids for equipment across the Americas. The
search for orders that meet specific needs, including the ordering process and
product delivery and post-purchase support requirements will determine the
priority of the bids pursued. We believe that the ability to accurately fulfill
22
orders, ship products quickly to a customer's facility and efficiently handle
customer inquiries is as important to customer satisfaction as a superior
product selection. We believe that a high level of customer service and support
is critical to retaining and expanding a reliable, repeat customer base and for
establishing and maintaining a trusted brand name.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have 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 that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in implementing our business plan, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must implement our business plan and
generate revenue. We are seeking funding from this offering to provide the
capital required to implement the business plan. We believe that the funds from
this offering will allow us to operate for one year.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus.
Our directors have verbally agreed to advance funds as needed for filing and
professional fees until the offering is completed or failed. While they have
agreed to advance the funds, the agreement is verbal and is unenforceable as a
matter of law. If the directors do loan the company operating funds the terms of
these loans are non-interest bearing with no specific terms of repayment other
than they will not be repaid from the proceeds of the offering.
If the Company has customers or revenue during our initial 12-month period, the
business plan may change or be accelerated. There can, however, be no assurance
that the Company will have either customers or revenue. Typically the low/sealed
bid process includes a 20-30% down payment at the time of order and the
remaining Cash on Delivery terms. On large production orders progress payments
based upon production milestones are utilized. We plan to offer to potential
customers payment terms that mirror the terms offered by the suppliers and
therefore there are no liquidity issues to the Company, regardless of when sales
come in. Production of a new bus generally takes 2 months with overseas shipping
taking 1 month. For the initial orders into the Latin American market, with
complete buses being delivered, lead time on an order would thereby be a minimum
of 3 months before GTI would receive full payment.
If orders are delayed past the first twelve months and cash flow to pay
operating costs becomes a going concern, the directors have agreed to provide a
loan up to $100,000 to provide liquidity until such bus orders are approved. The
directors will be repaid once funds have been generated by those sales. We do
not anticipate at this time the need for another future offering to accommodate
cash liquidity risks. It is expected that any operating cash flow requirements
in subsequent years will be paid for from profits generated by sales. If sales
are not generated, the directors will be required to re-evaluate ongoing
operations.
We received our initial funding of $20,000 through the sale of common stock to
Ian B. McAvoy, an officer and director, who purchased 20,000,000 shares of our
common stock at $0.001 per share on June 25, 2010. From inception until the date
of this filing we have had no operating activities. Our financial statements
from inception (June 25, 2010) through October 31, 2010 report no revenues and
net losses of $13,138.
23
SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a July 31 year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
24
H. NEW ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The name, age and title of our executive officers and directors are as follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Phillip W. Oldridge 49 Chairman and CEO
7000 Merrill Avenue, Suite 31
Chino, CA 91719
Ian B. McAvoy 44 President, Secretary, CFO,
7000 Merrill Avenue, Suite 31 Treasurer and Director
Chino, CA 91719
David Oldridge 52 Director
7000 Merrill Avenue, Suite 31
Chino, CA 91719
The three persons named above are the promoters of GTI, as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933. The three persons named above have served in their positions from GTI's
inception (June 25, 2010) until present.
TERM OF OFFICE
Directors are appointed to hold office until the next annual meeting of our
stockholders or until a successor is elected and qualified, or until resignation
or removal in accordance with the provisions of the Company by-laws or Nevada
corporate law. Officers are appointed by our Board of Directors and holds office
until removed by the Board. The Board of Directors has no nominating, auditing
or compensation committees.
SIGNIFICANT EMPLOYEES
We currently have three employees, all of which are our executive officers,
namely, Phillip Oldridge, Ian McAvoy and David Oldridge. Phillip Oldridge
devotes full time to our business and currently is responsible for our general
strategy, fund raising and relations with Asian product manufacturing
executives. Ian McAvoy devotes full time on company organization, laying out
future marketing and sales plans and building business in the Americas. David
Oldridge devotes full time to the technical aspects of the business and is
responsible for supply chain management to ensure the appropriate equipment is
shipped to the customer. Once the offering is complete we will hire additional
staff.
No officer or director of the Company has been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring, suspending or otherwise
limiting him from acting as an investment advisor, underwriter, broker or dealer
in the securities industry, or as an affiliated person, director or employee of
an investment company, bank, savings and loan association, or insurance company
or from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities. No
25
officer or director of the Company has been convicted in any criminal proceeding
(excluding traffic violations) nor are they the subject of any currently pending
criminal proceeding.
EXECUTIVE BIOGRAPHIES
PHILLIP OLDRIDGE, Chairman & CEO
Phillip Oldridge currently devotes full time to our business and is responsible
for our general strategy, fund raising and relations with Asian product
manufacturing executives. In 2002, Mr. Oldridge founded Bus & Coach
International with development and established manufacturing bases in China. Mr.
Oldridge left the company in December 2009. From December 2009 until he joined
Greentech Transportation Industries Inc. he acted as an independent consultant
on a series of eco tech ventures specializing in transit equipment.
IAN MCAVOY, President, Secretary, Treasurer, CFO and Director
Ian McAvoy devotes full time on company organization, laying out future
marketing and sales plans and building business in the Americas. From 1992 to
July 2009, Mr. McAvoy was in the service of San Mateo County Transit District,
as the Chief Development Officer from June 2004 to July 2009. In this position,
Mr. McAvoy managed a staff of 70 plus 65 consultants and oversaw the agency's
strategic visioning, business planning and development growth programs. Mr.
McAvoy consulted for a number of start-up ventures in the green tech industry
leading to an appointment as President / CEO of Cleantech Transit Inc (CLNO) in
March 2010. Mr. McAvoy recently resigned his position to become President of
Greentech Transportation Industries Inc.
Mr. McAvoy received his BS in Town & Country Planning from Heriot-Watt
University, Edinburgh, Scotland.
DAVID OLDRIDGE, Director, Product Development
David Oldridge devotes full time to the technical aspects of our business and is
responsible for supply chain management to ensure the appropriate equipment is
shipped to the customer. Mr. Oldridge most recently was the Executive Vice
President of Bus and Coach International. He left in December 2009. From
December 2009 until he joined Greentech Transportation Industries Inc., Mr.
Oldridge acted as an independent consultant on a series of eco tech ventures
specializing in transit equipment. As a founder of Bus and Coach International
in 2002, Mr. Oldridge supervised coach design, overseeing component selection
and maximizing low maintenance features. He also developed a customer support
website, which makes available maintenance and support information accessible to
customers and maintenance personal anytime through the Internet. From February
2002 to April 2006, Mr. Oldridge was a field engineering subcontractor for
Bombardier / Las Vegas Monorail Air Conditioning Systems.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
Currently our officers and directors receive no compensation for their services
during the development stage of our business operations. They are reimbursed for
any out-of-pocket expenses they may incur on our behalf. In the future once
revenue is being generated, we may approve payment of salaries for officers and
directors, but currently, no such plans have been approved. No officer or
director salaries will be paid from the proceeds of this offering. We do not
have any employment agreements in place with our officers and directors. We also
do not currently have any benefits, such as health or life insurance, available
to our employees.
26
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Phillip 2010 0 0 0 0 0 0 0 0
Oldridge, CEO
Ian McAvoy, 2010 0 0 0 0 0 0 0 0
President,
Secretary,
CFO &
Treasurer
David 2010 0 0 0 0 0 0 0 0
Oldridge,
Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
---------------------------------------------------------------- ---------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Phillip 0 0 0 0 0 0 0 0 0
Oldridge
Ian McAvoy 0 0 0 0 0 0 0 0 0
David 0 0 0 0 0 0 0 0 0
Oldridge
27
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Phillip Oldridge 0 0 0 0 0 0 0
Ian McAvoy 0 0 0 0 0 0 0
David Oldridge 0 0 0 0 0 0 0
On June 25, 2010, a total of 20,000,000 shares of common stock were issued to
Ian B. McAvoy in exchange for cash in the amount of $20,000 or $0.001 per share.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
Company or any of its subsidiaries, if any.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of the date of this prospectus
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) our directors, and or
(iii) our officers. Unless otherwise indicated, the stockholder listed possesses
sole voting and investment power with respect to the shares shown.
Amount and Nature Percentage
of Beneficial of Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
-------------- ------------------------------------ --------- --------
Common Stock Ian B. McAvoy, President 20,000,000 100%
7000 Merrill Avenue, Suite 31 Direct
Chino, CA 91710
Common Stock Officers and/or directors as a Group 20,000,000 100%
HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK
N/A
----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
28
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding as of the date of this
prospectus. As of the date of this prospectus, there were 20,000,000 shares
of our common stock issued and outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 20,000,000 shares have been issued to the existing stockholder, all
of which are held by an officer/director and are restricted securities, as that
term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated
under the Act. Under Rule 144, such shares can be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale, commencing
six months after their acquisition.
Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the
resale of securities "initially issued" by a shell company (other than a
business combination related shell company) or an issuer that has "at any time
previously" been a shell company (other than a business combination related
shell company). Consequently, the Rule 144 safe harbor is not available for the
resale of such securities unless and until all of the conditions in Rule
144(i)(2) are satisfied at the time of the proposed sale.
Any sale of shares held by the existing stockholder (after applicable
restrictions expire) and/or the sale of shares purchased in this offering (which
would be immediately resalable after the offering), may have a depressive effect
on the price of our common stock in any market that may develop, of which there
can be no assurance. Our principal shareholder does not have any plans to sell
his shares at any time after this offering is complete.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 25, 2010, the Company issued a total of 20,000,000 shares of common
stock to Ian B. McAvoy for cash at $0.001 per share for a total of $20,000.
We do not currently have any conflicts of interest by or among our current
officers, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so upon
completion of this offering and, in any event, prior to hiring any additional
employees.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the Company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
29
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act,
and other information with the Commission. Such reports, proxy statements, this
registration statement and other information, may be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street NE,
Washington, D.C. 20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at prescribed
rates. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov
FINANCIAL STATEMENTS
The financial statements of Greentech Transportation Industries Inc. for the
year ended July 31, 2010 and related notes, included in this prospectus have
been audited by Chang Park, CPA, and have been so included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.
The financial statements of Greentech Transportation Industries Inc. for the 3
month period ended October 31, 2010 and related notes, prepared by the company
and included in this prospectus, have been reviewed by Chang Park, CPA.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants.
30
Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Greentech Transportation Industries
(A Development Stage Company)
We have audited the accompanying balance sheet of Greentech Transportation
Industries (A Development Stage "Company") as of July 31, 2010 and the related
statements of operation, changes in shareholders' equity and cash flow for the
period from June 25, 2010 (inception) to July 31, 2010. 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. 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 Greentech Transportation
Industries as of July 31, 2010 and the result of its operation and its cash flow
for the period from June 25, 2010 (inception) to July 31, 2010 in conformity
with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang Park
-----------------------------
CHANG G. PARK, CPA
August 30, 2010
San Diego, CA. 92108
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
F-1
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of
July 31,
2010
--------
ASSETS
CURRENT ASSETS
Cash $ 20,000
--------
TOTAL CURRENT ASSETS 20,000
--------
TOTAL ASSETS $ 20,000
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan Payable - Related Party $ 801
--------
TOTAL CURRENT LIABILITIES 801
TOTAL LIABILITIES 801
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 150,000,000 shares
authorized; 20,000,000 shares issued and outstanding
as of July 31, 2010 20,000
Deficit accumulated during development stage (801)
--------
TOTAL STOCKHOLDERS' EQUITY 19,199
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 20,000
========
See Notes to Financial Statements
F-2
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
June 25, 2010
(inception)
through
July 31,
2010
------------
REVENUES
Revenues $ --
------------
TOTAL REVENUES --
GENERAL & ADMINISTRATIVE EXPENSES 801
------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 801
------------
NET INCOME (LOSS) $ (801)
============
BASIC EARNINGS PER SHARE $ 0.00
============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 20,000,000
============
See Notes to Financial Statements
F-3
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From June 25, 2010 (Inception) through July 31, 2010
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JUNE 25, 2010 -- $ -- $ -- $ -- $ --
Stock issued for cash on June 25, 2010
@ $0.001 per share 20,000,000 20,000 -- 20,000
Net loss, July 31, 2010 (801) (801)
----------- --------- ------- ------- --------
BALANCE, JULY 31, 2010 20,000,000 $ 20,000 $ -- $ (801) $ 19,199
=========== ========= ======= ======= ========
See Notes to Financial Statements
F-4
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
June 25, 2010
(inception)
through
July 31,
2010
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (801)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Loan Payable - Related Party 801
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES --
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 20,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,000
--------
NET INCREASE (DECREASE) IN CASH 20,000
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF PERIOD $ 20,000
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-5
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Greentech Transportation Industries Inc. (the Company) was incorporated under
the laws of the State of Nevada on June 25, 2010. The Company was formed to
engage in distributing competitively priced eco friendly low emission city
transit buses, luxury motor coaches, recreational vehicles, automobiles and
personal pleasure vehicles to the global market place with an initial emphasis
on the Americas to meet environmental policy requirements.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business
plan. The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected July 31, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
F-6
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
H. NEW ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from June 25, 2010 (inception)
to July 31, 2010 and generated a net loss of $801. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company is currently in the development stage and has minimal expenses.
Management believes that the Company's current cash of $20,000 is sufficient to
cover the expenses they will incur during the next twelve months in a limited
operations scenario or until they raise additional funding.
F-7
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010
--------------------------------------------------------------------------------
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Phillip
Oldridge, an officer and director of the Company, will provide the Company with
use of office space and services free of charge. The Company's officers and
directors are involved in other business activities and may in the future,
become involved in other business opportunities as they become available. Thus
they may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
After the completion of the Company's current S-1 offering, Ian B. McAvoy, an
executive officer and director, will own 66.6% of its common stock. He will have
a significant influence in determining the outcome of all corporate
transactions, including approval of significant corporate transactions, changes
in control of the company or other corporate matters. He could make decisions
without regard to the interests of minority shareholders.
As of July 31, 2010, $801 is owed to Phillip Oldridge and is non interest
bearing with no specific repayment terms.
NOTE 6. INCOME TAXES
As of July 31, 2010
-------------------
Deferred tax assets:
Net operating tax carryforwards $ 272
Other 0
--------
Gross deferred tax assets 272
Valuation allowance (272)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
F-8
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements
July 31, 2010
--------------------------------------------------------------------------------
NOTE 7. NET OPERATING LOSSES
As of July 31, 2010, the Company has a net operating loss carryforward of
approximately $801. Net operating loss carryforwards expire twenty years from
the date the losses were incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On Jun 25, 2010 the Company issued a total of 20,000,000 shares of common stock
to one director for cash at $0.001 per share for a total of $20,000.
As of July 31, 2010 the Company had 20,000,000 shares of common stock issued and
outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of July 31, 2010:
* Common stock, $ 0.001 par value: 150,000,000 shares authorized;
20,000,000 shares issued and outstanding.
NOTE 10. SUBSEQUENT EVENTS
In accordance with ASC 855, SUBSEQUENT EVENTS, the Company has evaluated
subsequent events through the date of issuance of the audited financial
statements. During this period, the Company did not have any material
recognizable subsequent events.
F-9
Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Greentech Transportation Industries Inc.
We have reviewed the accompanying balance sheets of Greentech Transportation
Industries Inc. (A Development Stage "Company") as of October 31, 2010, and the
related statements of operations, changes in stockholders' equity, and cash
flows for the three months ended October 31, 2010; and for the period from June
25, 2010 (inception) through October 31, 2010. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the standards of the Public Company Accounting Oversight Board, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Because of the Company's current
status and limited operations there is substantial doubt about its ability to
continue as a going concern. Management's plans in regard to its current status
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang G. Park
---------------------------
Chang G. Park, CPA
December 17, 2010
San Diego, California
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
F-10
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
October 31, July 31,
2010 2010
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 8,428 $ 20,000
-------- --------
TOTAL CURRENT ASSETS 8,428 20,000
-------- --------
TOTAL ASSETS $ 8,428 $ 20,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 765 $ --
Loan Payable - Related Party 801 801
-------- --------
TOTAL CURRENT LIABILITIES 1,566 801
TOTAL LIABILITIES 1,566 801
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 150,000,000 shares
authorized; 20,000,000 shares issued and outstanding
as of October 31, 2010 and July 31, 2010 20,000 20,000
Deficit accumulated during development stage (13,138) (801)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 6,862 19,199
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 8,428 $ 20,000
======== ========
See Notes to Financial Statements
F-11
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
June 25, 2010
Three Months (inception)
ended through
October 31, October 31,
2010 2010
------------ ------------
REVENUES
Revenues $ -- $ --
------------ ------------
TOTAL REVENUES -- --
EXPENSES
General & Administrative Expenses 6,837 7,638
Professional Fees 5,500 5,500
------------ ------------
TOTAL EXPENSES 12,337 13,138
------------ ------------
NET INCOME (LOSS) $ (12,337) $ (13,138)
============ ============
BASIC EARNINGS PER SHARE $ 0.00
============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 20,000,000
============
See Notes to Financial Statements
F-12
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
June 25, 2010
Three Months (inception)
ended through
October 31, October 31,
2010 2010
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(12,337) $(13,138)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 765 765
Loan Payable - Related Party -- 801
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (11,572) (11,572)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 20,000
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 20,000
-------- --------
NET INCREASE (DECREASE) IN CASH (11,572) 8,428
CASH AT BEGINNING OF PERIOD 20,000 --
-------- --------
CASH AT END OF PERIOD $ 8,428 $ 8,428
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
F-13
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Greentech Transportation Industries Inc. (the Company) was incorporated under
the laws of the State of Nevada on June 25, 2010. The Company was formed to
engage in distributing competitively priced eco friendly low emission city
transit buses, luxury motor coaches, recreational vehicles, automobiles and
personal pleasure vehicles to the global market place with an initial emphasis
on the Americas to meet environmental policy requirements.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business
plan. The Company has not commenced operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected July 31, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
F-14
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
H. NEW ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from June 25, 2010 (inception)
to October 31, 2010 and generated a net loss of $13,138. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company is currently in the development stage and has minimal expenses.
Management believes that the Company's current cash of $8,428 is sufficient to
cover the expenses they will incur during the next twelve months in a limited
operations scenario or until they raise additional funding.
F-15
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Phillip
Oldridge, an officer and director of the Company, will provide the Company with
use of office space and services free of charge. The Company's officers and
directors are involved in other business activities and may in the future,
become involved in other business opportunities as they become available. Thus
they may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
After the completion of the Company's current S-1 offering, Ian B. McAvoy, an
executive officer and director, will own 66.6% of its common stock. He will have
a significant influence in determining the outcome of all corporate
transactions, including approval of significant corporate transactions, changes
in control of the company or other corporate matters. He could make decisions
without regard to the interests of minority shareholders.
As of October 31, 2010, $801 is owed to Phillip Oldridge and is non interest
bearing with no specific repayment terms.
NOTE 6. INCOME TAXES
As of October 31, 2010
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 4,467
Other 0
-------
Gross deferred tax assets 4,467
Valuation allowance (4,467)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
F-16
GREENTECH TRANSPORTATION INDUSTRIES INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 7. NET OPERATING LOSSES
As of October 31, 2010, the Company has a net operating loss carryforward of
approximately $13,138. Net operating loss carryforwards expire twenty years from
the date the losses were incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On Jun 25, 2010 the Company issued a total of 20,000,000 shares of common stock
to one director for cash at $0.001 per share for a total of $20,000.
As of October 31, 2010 the Company had 20,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of October 31, 2010:
* Common stock, $ 0.001 par value: 150,000,000 shares authorized;
20,000,000 shares issued and outstanding.
NOTE 10. SUBSEQUENT EVENTS
In accordance with ASC 855, SUBSEQUENT EVENTS, the Company has evaluated
subsequent events through December 17, 2010, the date that financial statements
were available to be issued. During this period, the Company did not have any
material recognizable subsequent events.
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DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated costs of this offering are as follows:
Expenses(1) US($)
----------- ---------
SEC Registration Fee $ 7.14
Legal and Professional Fees $1,500.00
Accounting and Auditing $4,000.00
Printing of Prospectus $ 492.86
---------
TOTAL $6,000.00
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
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3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Greentech Transportation
Industries, Inc., we have been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy and
unenforceable.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On June 25, 2010, the Company issued a total of 20,000,000 shares of common
stock to Ian B. McAvoy for cash at $0.001 per share for a total of $20,000.
These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933. These securities were issued to a promoter
of the Company and bear a restrictive legend.
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (previously filed)
3.2 Bylaws (previously filed)
5.1 Opinion re: Legality and Consent of Counsel (previously filed)
23.1 Consent of Independent Auditor
23.2 Consent of Independent Auditor
99.1 Subscription Agreement (previously filed)
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are being made, a
post effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of Prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent 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 that remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act to
any purchaser, if the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating
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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.
(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chino,
State of California on December 29, 2010.
Greentech Transportation Industries, Inc., Registrant
By: /s/ Phillip W. Oldridge
--------------------------------------------------
Phillip W. Oldridge, CEO
Principal Executive Officer and Director
By: /s/ Ian B. McAvoy
--------------------------------------------------
Ian B. McAvoy, Secretary, CFO, Treasurer,
Principal Financial Officer, Principal
Accounting Officer and Director
By: /s/ David Oldridge
--------------------------------------------------
David Oldridge, Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Phillip W. Oldridge Principal Executive Officer & Director December 29, 2010
--------------------------- -------------------------------------- -----------------
Phillip W. Oldridge Title Date
Ian B. McAvoy Principal Financial Officer & Director December 29, 2010
--------------------------- -------------------------------------- -----------------
Ian B. McAvoy Title Date
Ian B. McAvoy Principal Accounting Officer & Director December 29, 2010
--------------------------- --------------------------------------- -----------------
Ian B. McAvoy Title Date
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