Attached files
As filed with the Securities and Exchange Commission on May 28, 2014
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Uni Line Corp.
(Name of small business issuer in its charter)
Nevada 2013 42-1777496
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
Barons Court Road flat 1,
London W14 9DU, Great Britain
+ 44 020 3287 6608
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Business Filings Incorporation
8040 Excelsior Dr. Suite 200 Madison WI 53717
Tel: 1-800-981-7183
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
David Lubin, Esq.
David Lubin & Associates, PLLC
10 Union Avenue
Suite 5
Lynbrook, NY 11563
(516) 887-8200
Fax: (516) 887-8250
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please 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 registration statement 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 registration statement 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)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered(1) per Share (2) Price Fee
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Common Stock 10,000,000 $0.01 $100,000 $12.88
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(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of 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
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE
REQUIREMENT FOR THE OFFERING TO PROCEED.
UNI LINE CORP.
10,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE
This is the initial offering of common stock of Uni Line Corp. 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 fixed price of $ 0.01 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The amount raised may be minimal and there is no assurance that
we will be able to raise sufficient amount to cover our expenses and may not
even cover the costs of the offering.
The offering is being conducted on a self-underwritten, best efforts basis,
which means our President, Roman Ehlert, will attempt to sell the shares. This
Prospectus will permit our President to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. The shares are being offered at a fixed price of $0.01 per share for a
period of one year from the effective date of this prospectus. The offering
shall terminate on the earlier of (i) the date when the sale of all 10,000,000
shares is completed, (ii) when the Board of Directors decides that it is in the
best interest of the Company to terminate the offering prior the completion of
the sale of all 10,000,000 shares registered under the Registration Statement of
which this Prospectus is part or (iii) one year after the effective date of this
prospectus. The offering will not be extended beyond one year.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). Investing in our ordinary shares involves a high
degree of risk. Before buying any shares, you should carefully read the
discussion of material risks of investing in our ordinary shares in "Risk
Factors" beginning on page 5 of this prospectus.
Uni Line Corp. 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 registered public accountant has issued an audit opinion for Uni
Line Corp. which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
We are a development stage company with nominal operations and assets. As a
result, we are considered a shell company under Rule 405 of the Securities Act
and are subject to additional regulatory requirements as a result of this
status, including limitations on our shareholders' ability to re-sell their
shares in our company, as well as additional disclosure requirements.
Accordingly, investors should consider our shares to be a high-risk and illiquid
investment. See "Risk Factors" for the risks of investing in a shell company.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.
Any funds received as a part of this offering will be immediately deposited into
the company's bank account and be available for our use. We have not made any
arrangements to place funds in an escrow, trust or similar account for general
business purposes as well as to continue our business and operations. If we fail
to raise enough capital to commence operations investors may lose their entire
investment and will not be entitled to a refund.
NEITHER THE SEC 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 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 _______, 2014
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 14
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 16
DESCRIPTION OF BUSINESS 30
LEGAL PROCEEDINGS 32
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 33
EXECUTIVE COMPENSATION 34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 36
PLAN OF DISTRIBUTION 37
DESCRIPTION OF SECURITIES 38
INIDEMNIFICATION FOR SECURITIES ACT LIABILITIES 41
LEGAL MATTERS 41
INTERESTS OF NAMED EXPERTS AND COUNSEL 41
EXPERTS 41
AVAILABLE INFORMATION 41
FINANCIAL STATEMENTS 42
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 42
INDEX TO THE FINANCIAL STATEMENTS 43
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "UNI LINE CORP." REFERS TO UNI LINE CORP. THE FOLLOWING SUMMARY
PROVIDES A BRIEF OVERVIEW OF THE KEY ASPECTS OF THE OFFERING. YOU SHOULD READ
THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.
UNI LINE CORP.
We are a development stage company and we are in the business of selling freshly
squeezed juice from mobile stands in London, United Kingdom. Taking advantage of
mobility of our juice stands we are going to place them at the most popular
tourist places like beaches and sport sites events for each specific time. At
present moment we do not have customers or juice stands and we currently have
minimal operations. We intend to place such juice stands in places we believe
are popular places for tourists and places with high volume of people traffic.
Being a development stage company, we have no revenues and have limited
operating history. Uni Line Corp. was incorporated in Nevada on Sep. 5, 2013. To
date we have prepared a business plan, signed lease agreement (exhibit 2.10) and
purchased one juice maker. (Commercial Juice Extractor). Our principal executive
office is located at Barons Court Road flat 1, London W14 9DU, Great Britain.
Our phone number is +44 020 3287 6608.
We are a company without revenues and have just recently started our operations;
we have minimal assets and have incurred losses since inception. Our financial
statements for the period from September 5, 2013 (date of inception) to February
28, 2014, report no revenues and a net loss of $3,528. As of February 28, 2014
we had $ 4,922 in cash on hand. As of the date of this prospectus we had $1,898
in cash on hand. Our independent registered public accountant has issued an
audit opinion for Uni Line Corp. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern. If we are
unable to obtain additional working capital our business may fail. To date, the
only operations we have engaged in are the development of a business plan and
the purchase of a juice maker. We intend to use the net proceeds from this
offering to develop our business operations (See "Description of Business" and
"Use of Proceeds"). Being a development stage company, we have very limited
operating history.
Proceeds from this offering are required for us to proceed with our business
plan over the next twelve months. We require minimum funding of $25,000 to
conduct our proposed operations and pay all expenses for a minimum period of one
year including expenses associated with maintaining a reporting status with the
SEC. If we are unable to obtain minimum funding of $25,000, our business may
fail. Even if we raise $100,000 from this offering or more, we may need more
funds to develop growth strategy and to continue maintaining a reporting status.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Our president devotes approximately 20 hours/week to the business and he has no
prior experience managing a public company.
If necessary, Roman Ehlert, our president, has verbally agreed to lend funds to
pay for the registration process and lend funds to implement your business plan
and to help maintain a reporting status with the SEC in the form of a
non-secured loan for the next twelve months.
3
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.
THE OFFERING
The Issuer: UNI LINE CORP.
Securities Being Offered: 10,000,000 shares of common stock
Price Per Share: $0.01
Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 10,000,000
common shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of the board of directors.
Gross Proceeds if 100% of
the shares are sold $100,000
Gross Proceeds if 75% of
the shares are sold $75,000
Gross Proceeds if 50% of
the shares are sold $50,000
Gross Proceeds if 25% of
the shares are sold $25,000
Securities Issued and
Outstanding: There are 6,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our sole officer and director,
Roman Ehlert.
Registration Costs: We estimate our total offering registration costs
to be approximately $10,000.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
4
SUMMARY FINANCIAL INFORMATION
The summarized financial data presented below is derived from, and should be
read in conjunction with, our audited financial statements and related notes
from September 5, 2013 (date of inception) to February 28, 2014, included on
Page F-1 in this prospectus.
FINANCIAL SUMMARY
February 28, 2014 ($)
---------------------
Cash and Deposits 4,922
Equipment 1,150
Total Assets 6,072
Total Liabilities 3,600
Total Stockholder's Equity 2,472
STATEMENT OF OPERATIONS
Accumulated From
September 05, 2013 to
February 28, 2014 ($)
---------------------
Total Expenses 3,528
Net Loss for the Period (3,528)
Net Loss per Share 0
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 TO OUR STATUS AS A SHELL
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY
RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO
RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT.
We are considered to be a "shell company" under Rule 405 of Regulation C of the
Securities Act. A "shell company" is a company with either no or nominal
operations or assets, or assets consisting solely of cash and cash equivalents.
As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we will cease
to be a shell company, they may not be able to re-sell our shares in the future
and could lose their entire investment as a result.
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE REQUIREMENTS IF WE ACQUIRE OR
DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR
ADDITIONAL COSTS IN MEETING THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR
FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT.
5
Because we are considered to be a "shell company" under Rule 405 of Regulation C
of the Securities Act, we are subject to additional disclosure requirements if
we entered into a transaction which results in a significant acquisition or
disposition of assets. In such a situation, we must provide prospectus-level,
detailed disclosure regarding the transaction, as well as detailed financial
information. In order to comply with these requirements, we will incur
additional legal and accounting costs, which will adversely impact our results
of operations. As a result, the value of an investment in our shares may decline
as a result of these additional costs.
RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS
AND UNTIL WE CEASE TO BE A SHELL COMPANY AND HAVE SATISFIED THE REQUIREMENTS OF
RULE 144(I)(1)(2)
We are a "shell company" as defined by Rule 12b-2 promulgated under the Exchange
Act. Accordingly, the securities in this offering can only be resold through
registration under the Securities Act, meeting the safe harbor provisions of
paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities
Act of 1933 for non-affiliates.
RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS
AND UNTIL WE HAVE CEASED TO BE A SHELL COMPANY AND HAVE SATISFIED THE
REQUIREMENTS OF RULE 144(I)(1)(2).
The SEC has adopted final rules amending Rule 144 which became effective on
February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a
"shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of
the Exchange Act, ceases to be a "shell company" and files Form 10 information
with the SEC, during which time the issuer must remain current in its filing
obligations, before a restricted shareholder can resell their holdings in
reliance on Rule 144.
The term "Form 10 information" means the information that is required by SEC
Form 10, to register under the Exchange Act each class of securities being sold
under Rule 144. The Form 10 information is deemed filed when the initial filing
is made with the SEC. Under Rule 144, restricted or unrestricted securities,
that were initially issued by a reporting or non-reporting shell company or a
company that was at anytime previously a reporting or non-reporting shell
company, can only be resold in reliance on Rule 144 if the following conditions
are met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company
RISKS RELATING TO OUR BUSINESS
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We anticipate that additional funding might be needed or various expenses
including general administrative expenses and marketing costs. We have generated
no revenue from operations since inception.
In order to commence our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business objectives, we may have to delay the implementation of our
business plan. We estimate that we will need approximately $25,000 in additional
funds to complete our planned operations. This is in consideration with
Company's cash balance of $4,922 as of February 28, 2014, and amount needed to
execute the 12 month plan of operations at $25,000.
6
Other than this offering, we do not currently have any arrangements for
financing. Obtaining additional funding will be subject to a number of factors,
including general market conditions, investor acceptance of our business plan
and initial results from our business operations. These factors may impact the
timing, amount, terms or conditions of additional financing available to us. The
most likely source of future funds available to us is through the sale of
additional shares of common stock or advances from our director.
OUR INDEPENDENT AUDITOR HAS ISSUED A GOING CONCERN OPINION AFTER REVIEWING OUR
FINANCIAL STATEMENTS; OUR ABILITY TO CONTINUE IS DEPENDENT ON OUR ABILITY TO
RAISE ADDITIONAL CAPITAL AND OUR OPERATIONS COULD BE CURTAILED IF WE ARE UNABLE
TO OBTAIN REQUIRED ADDITIONAL FUNDING WHEN NEEDED.
We will be required to expend substantial amounts of working capital in order to
acquire and market our proposed products and establish the necessary
relationships to implement our business plan. We were incorporated on September
5, 2013. Our operations to date were funded entirely by our sole director. We
are totally dependent on this offering. Our failure to raise the necessary funds
adversely affect our business operations, and may require us to suspend our
operations, which in turn may result in a loss to the purchasers of our common
stock. We currently have no firm agreements or arrangements with respect to any
such financing and there can be no assurance that any needed funds will be
available to us on acceptable terms or at all. The inability to obtain
sufficient funding of our operations in the future could restrict our ability to
grow and reduce our ability to continue to conduct business operations. After
reviewing our financial statements, our independent auditor issued a going
concern opinion and our ability to continue is dependent on our ability to raise
additional capital. If we are unable to obtain necessary financing, we will
likely be required to curtail our development plans which could cause us to
become dormant. Any additional equity financing may involve substantial dilution
to our then existing stockholders.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES TO DATE. THERE
IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN REVENUES. IF WE CANNOT
GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE
OPERATIONS.
We were incorporated in September 5, 2013 and we have business operations which
can not be defined as substantial. We do not have significant operating history
upon which an evaluation of our future success or failure can be made. Our net
loss from inception to February 28, 2014 is $3,528 of which $28 is for bank fees
and $3,500 is for professional fees. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon our ability to earn
profit by attracting enough clients who will buy our product or services. We
cannot guarantee that we will be successful in generating revenues and profit in
the future. Failure to generate revenues and profit will cause us to suspend or
cease operations.
WE HAVE A SOLE DIRECTOR AND OFFICER WHICH DOES NOT PERMIT US TO HAVE ADEQUATE
INTERNAL CONTROLS
Because our sole executive officer occupies all corporate positions, it is not
possible to have adequate internal controls. In addition, our sole director and
officer will determine his salary and perquisites, we may not have funds
available for net income.
JUICE COMPANIES CONSIST OF MOSTLY NON-PUBLIC COMPANIES
Because juice vending companies consist of mostly non-public companies, a small
juice vending company with the added expenses of being a reporting company might
have a competitive disadvantage.
7
THE LACK OF INSURANCE MAY EXPOSE US TO LIABILITIES WHICH COULD CAUSE US TO CEASE
OPERATIONS
Because we do not have any insurance, if we are made a party of a products
liability action, we may not have sufficient funds to defend the litigation. If
that occurs a judgment could be rendered against us that could cause us to cease
operations. While we intend to maintain insurance in the future 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 results
of operations. We do not have any business interruption insurance. Any business
disruption or natural disaster could result in substantial costs and diversion
of resources.
WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on September 05, 2013 and to date have minimal business
operations consisting primarily of organizational activities and the purchase of
a juice extractor machine. Accordingly, we have no way to evaluate the
likelihood that our business will be successful. We have not earned any revenues
as of the date of this prospectus. Potential investors should be aware of the
difficulties normally encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to the
ability to generate sufficient cash flow to operate our business, and additional
costs and expenses that may exceed current estimates. We expect to incur
significant losses into the foreseeable future. We recognize that if the
effectiveness of our business plan is not forthcoming, we will not be able to
continue business operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
8
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period. Even if we no longer qualify for the exemptions for an emerging
growth company, we may still be, in certain circumstances, subject to scaled
disclosure requirements as a smaller reporting company. For example, smaller
reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or
auditor attestation of internal controls over financial reporting.
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE
MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
We need the proceeds from this offering to start our operations. Our offering
has no minimum. Specifically, there is no minimum number of shares that needs to
be sold in this offering for us to access the funds. Given that the offering is
a best effort, self-underwritten offering, we cannot assure you that all or any
shares will be sold. We have no firm commitment from anyone to purchase all or
any of the shares offered. We may need additional funds to complete further
development of our business plan to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. We anticipate that we must
raise the minimum capital of $25,000 to commence operations for the 12-month
period and expenses for maintaining a reporting status with the SEC. There is no
assurance that any additional financing will be available or if available, on
terms that will be acceptable to us. We have not taken any steps to seek
additional financing.
IF WE RAISE PRICE OF JUICE THERE IS A POTENTIAL CHANCE OF REDUCTION IN SALES
If we raise the price of our Juice, some of our customers may not be willing or
able to pay the increased prices causing a reduction in our sales which may
affect our business negatively. We intend to counteract rising commodity prices
by raising the price of our juice s and other products.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT,
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have net losses of $3,528 for the period from our inception on September 05,
2013 to February 28, 2014, and have no revenues to date. Our future is dependent
upon our ability to obtain financing from this offering. Further, the finances
required to fully develop our plan cannot be predicted with any certainty and
may exceed any estimates we set forth. These factors raise substantial doubt
that we will be able to continue as a going concern. DKM Certified Public
Accountants our independent registered public accounting firm, has expressed
substantial doubt about our ability to continue as a going concern. This opinion
could materially limit our ability to raise funds. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. As a result we may have to liquidate our business and you may lose your
investment.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL
RESULT IN A CESSATION OF OPERATIONS.
9
We currently have no customers to purchase our product. We have not identified
any customers and we cannot guarantee we ever will have any customers. Even if
we obtain customers, there is no guarantee that we will generate a profit. If we
cannot generate a profit, we will have to suspend or cease operations. You are
likely to lose your entire investment if we cannot sell any of our services at
prices which generate a profit.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell the same products at
competitive prices. Highly competitive environment could materially adversely
affect our business, financial condition, results of operations, cash flows and
prospects. We may not be able to get most suitable locations or advertising
spacing due to high competition for them. It is also likely that we may be
forced to lower the price of our juices below our set pricing to keep up with
completion, which will affect our profits.
BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 100% OF THE COMPANY'S SHARES AND WILL
OWN 44% OF THE COMPANY'S OUTSTANDING COMMON STOCK IF WE ARE SUCCESSFUL AT
COMPLETING THIS OFFERING, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY
BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
As of the date of this prospectus, Mr. Ehlert, our sole officer and director,
owns 100% of the company's shares and will own 44% of our common stock if 100%
of the shares registered (if 75% of the shares registered sold he will own 45.7%
of our common stock, if 50% of the shares registered sold he will own 50% of our
common stock and if 25% of the shares registered sold he will own 76% of our
common stock). Accordingly, he will have significant influence in determining
the outcome of all corporate transactions or other matters, including the
election of directors, issuance of additional shares, mergers, consolidations
and the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. The interests of Mr. Ehlert may differ
from the interests of the other shareholders and may result in corporate
decisions that are disadvantageous to other shareholders. For example, the
future issuance of additional shares may result in substantial dilution in the
percentage of our common stock held by existing shareholders.
BECAUSE OUR PRINCIPAL ASSETS WILL BE LOCATED IN UNITED KINGDOM, UNITED KINGDOM
CITY, OUTSIDE OF THE UNITED STATES, AND ROMAN EHLERT, OUR SOLE OFFICER AND
DIRECTOR, RESIDES OUTSIDE OF THE UNITED STATES IN UNITED KINGDOM, IT MAY BE
DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL SECURITIES
LAWS AGAINST US AND/OR MR. EHLERT, OR TO ENFORCE A JUDGEMENT RENDERED BY A
UNITED STATES COURT AGAINST US OR MR. EHLERT.
Our principal operations and assets are located in United Kingdom, London City,
outside of the United States, and Roman Ehlert, our sole officer and director,
is a non-resident of the United States he is a resident of United Kingdom.
Therefore, it may be difficult to effect service of process on Mr. Ehlert in the
United States, and it may be difficult to enforce any judgment rendered against
Mr. Ehlert. As a result, it may be difficult or impossible for an investor to
bring an action against Mr. Ehlert, in the event that an investor believes that
such investor's rights have been infringed under the U.S. securities laws, or
otherwise. Even if an investor is successful in bringing an action of this kind,
the laws of United Kingdom may render that investor unable to enforce a judgment
against the assets of Mr. Ehlert. As a result, our shareholders may have more
difficulty in protecting their interests through actions against our management,
director or major shareholder, compared to shareholders of a corporation doing
business and whose officers and directors reside within the United States.
10
Additionally, because of our assets are located outside of the United States,
they will be outside of the jurisdiction of United States courts to administer,
if we become subject of an insolvency or bankruptcy proceeding. As a result, if
we declare bankruptcy or insolvency, our shareholders may not receive the
distributions on liquidation that they would otherwise be entitled to if our
assets were to be located within the United States under United States
bankruptcy laws.
WE ARBITRARILY DETERMINED THE PRICE OF THE SHARES OF OUR COMMON STOCK TO BE SOLD
PURSUANT TO THIS PROSPECTUS, AND SUCH PRICE DOES NOT REFLECT THE ACTUAL MARKET
PRICE FOR THE SECURITIES. CONSEQUENTLY, THERE IS AN INCREASED RISK THAT YOU MAY
NOT BE ABLE TO RE-SELL OUR COMMON STOCK AT THE PRICE YOU BOUGHT IT FOR.
The initial offering price of $0.01 per share of the common stock offered
pursuant to this prospectus was determined by us arbitrarily. The price is not
based on our financial condition or prospects, on the market prices of
securities of comparable publicly traded companies, on financial and operating
information of companies engaged in similar activities to ours, or on general
conditions of the securities market. The price may not be indicative of the
market price, if any, for our common stock in the trading market after this
offering. If the market price for our stock drops below the price which you
paid, you may not be able to re-sell out common stock at the price you bought it
for.
Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on
the OTCBB a market maker must file an application on our behalf to make a market
for our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, and there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
When/if our shares of common stock commence trading on the OTC Bulletin Board,
the trading price will fluctuate significantly and shareholders may have
difficulty reselling their shares.
As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. Our common stock may never be
quoted on the OTC Bulletin Board. When/if our shares of common stock commence
trading on the Bulletin Board, there is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our development efforts; (ii)
failure to meet our revenue or profit goals or operating budget; (iii) decline
in demand for our common stock; (iv) downward revisions in securities analysts'
estimates or changes in general market conditions; (v) technological innovations
by competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.
Your funds will not be placed in an escrow or trust account. All subscriptions
in this offering will be available for our immediate use, and will not be
returning subscriptions regardless of how many shares are sold in this offering.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. If a
11
creditor sues us and obtains a judgment against us, the creditor could garnish
the bank account and take possession of the subscriptions. As such, it is
possible that a creditor could attach your subscription which could preclude or
delay the return of money to you.
BECAUSE OUR CURRENT PRESIDENT AND EXECUTIVE OFFICER DEVOTES LIMITED AMOUNT OF
TIME TO THE COMPANY, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT
OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Roman Ehlert, our President, currently devotes approximately twenty hours per
week providing management services to us. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on his from
other obligations could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. The loss of
Mr. Ehlert to our company could negatively impact our business development.
OUR EXECUTIVE OFFICER AND DIRECTOR DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING
A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY
Our sole executive officer and director does not have any experience conducting
a best-effort offering or managing a public company. Consequently, we may not be
able to raise any funds or run our public company successfully. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Also, our executive's officer's and director's lack of
experience of managing a public company could cause you to lose some or all of
your investment.
THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE
OFFERING TO PROCEED
We do not have a minimum amount of funding set in order to proceed with the
offering. If not enough money is raised to begin operations, you might lose your
entire investment because we may not have enough funds to implement our business
plan.
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), 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 $6,000,000 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.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan. We do not have any plans where to seek this alternative financing at
present time.
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.
12
Our business plan allows for the payment of the estimated $10,000 ongoing cost
and expenses for SEC reporting and compliances to be paid from existing cash on
hand and director loans. If necessary, Roman Ehlert, our Chairman, has 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. The management will be required to provide an annual report on our internal
controls over financial reporting regardless of our status as an emerging growth
company. 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. 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.
WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
When your S-1 becomes effective, we will be required, pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment
of the effectiveness of our internal control over financial reporting We expect
to incur significant continuing costs, including accounting fees and staffing
costs, in order to maintain compliance with the internal control requirements of
the Sarbanes-Oxley Act of 2002. Development of our business will necessitate
ongoing changes to our internal control systems, processes and information
systems. Currently, we have no employees. We do not intend to develop or
manufacture any products, and consequently have no products in development,
manufacturing facilities or intellectual property rights. As we develop our
business, obtain regulatory approval, hire employees and consultants and seek to
protect our intellectual property rights, our, our current design for internal
control over financial reporting will not be sufficient to enable management to
determine that our internal controls are effective for any period, or on an
ongoing basis. Accordingly, as we develop our business, such development and
growth will necessitate changes to our internal control systems, processes and
information systems, all of which will require additional costs and expenses.
In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.
However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to comply
with the auditor attestation requirements of Section 404(b) of the
Sarbanes-Oxley Act but that management will be required to provide an annual
report on our internal control over financial reporting pursuant to Item 308 of
Regulation S-K in the year following our first annual report required to be
filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the prior
fiscal year or the date we are no longer an emerging growth company. At such
time, our independent registered public accounting firm may issue a report that
is adverse in the event it is not satisfied with the level at which our controls
are documented, designed or operating.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THIS OFFERING.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 6,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.
13
FORWARD LOOKING STATEMENTS
The information contained in this prospectus, including in the documents
incorporated by reference into this prospectus, includes some statements that
are not purely historical or do not relate to present facts or conditions which
may be considered as forward-looking statements." Such forward-looking
statements include, but are not limited to, statements regarding our Company and
management's expectations, hopes, beliefs, intentions or strategies regarding
the future, including our financial condition, results of operations, and the
expected impact of the offering on the parties' individual and combined
financial performance. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
"anticipates," "believes," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "possible," "potential," "predicts,"
"projects," "seeks," "should," "will," "would" and similar expressions, or the
negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this prospectus are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
Capital Raised 25% 50% 75% 100%
-------------- -------- -------- -------- --------
Gross proceeds $ 25,000 $ 50,000 $ 75,000 $100,000
Number of Locations 1 3 5 7
Legal and Professional fees $ 10,000 $ 10,000 $ 10,000 $ 10,000
Leasing expenses $ 3,500 $ 10,500 $ 17,500 $ 24,500
Office -- -- $ 3,000 $ 3,000
Liability Insurance $ 500 $ 1,500 $ 2,500 $ 3,500
Juice Cart and Equipment (1-3-5-7) $ 5,000 $ 15,000 $ 25,000 $ 35,000
Placing and setting up $ 500 $ 1,500 $ 2,500 $ 3,500
Marketing campaign $ 5,000 $ 10,500 $ 13,000 $ 18,500
Other expenses $ 500 $ 1,000 $ 1,500 $ 2,000
We do not intend to use any of the proceeds from the offering to pay for the
cost of the offering. The cost of the offering shall be loaned us from Mr.
Ehlert.
The above figures represent only estimated costs. Roman Ehlert, our president,
has verbally agreed to lend funds to pay for the registration process and lend
funds to implement our business plan and to help maintain a reporting status
with the SEC in the form of a non-secured loan for the next twelve months and
after effectiveness of our registration statement until we complete our offering
14
as the expenses are incurred if no other proceeds are obtained by the Company.
The amounts actually spent by us for any specific purpose may vary and will
depend on a number of factors. Non-fixed cost, sales and marketing and general
and administrative costs may vary depending on the business progress and
development efforts, general business conditions and market reception to our
services. Accordingly, our management has broad discretion to allocate the net
proceeds to non-fixed costs.
An example of changes to this spending allocation for non-fixed costs include
management deciding to spend less of the allotment on product development and
more on sales and marketing. Such changes to spending may occur due to seasonal
variations in market demand for our products and services relative to when the
funds are received.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. It is
not based upon an independent assessment of the value of our shares and should
not be considered as such. 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 plan. Accordingly, the offering
price should not be considered an indication of the actual value of the
securities.
DILUTION
The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since the Company's inception on Sep 05, 2013. Roman Ehlert, our
sole officer and director, paid $0.001 per share for the 6,000,000 common shares
Assuming completion of the offering, there will be up to 16,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $0.01 $0.01 $0.01 $0.01
Net tangible book
value per common
share before offering $0.0004 $0.0004 $0.0004 $0.0004
Increase per common
share attributable to
investors $0.0060 $0.0053 $0.0044 $0.0028
Pro forma net tangible
book value per
common share after
offering $0.0064 $0.0057 $0.0048 $0.0032
Dilution to investors $0.0036 $0.0043 $0.0052 $0.0068
Dilution as a
percentage of
offering price 35.96% 42.61% 52.30% 67.68%
Based on 6,000,000 common shares outstanding as of May 28, 2014 and total
stockholder's equity of $2,472. Since inception, the officer, director,
promoters and affiliated persons have paid an aggregate average price of $.001
per common share in comparison to the offering price of $.01 per common share.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
financial statements for the period from September 05, 2013 (date of inception)
to February 28, 2014, report a net loss of $3,528. As of the date of this
prospectus we had $ 1,898 in cash on hand. Our current cash balance will not be
sufficient to fund our operations for the next 12 months and to qualify our
minimum cash requirements necessary to fund 12 months of operations, if we are
unable to successfully raise money in this offering. We have been utilizing and
may utilize funds from Roman Ehlert, our sole officer and director, who has
verbally agreed to lend funds to pay for the registration process and loan funds
to implement your business plan or to help maintain a reporting status with the
SEC in the form of a non-secured loan for the next twelve months and after
effectiveness of our registration statement until we complete our offering as
the expenses are incurred if no other proceeds are obtained by the Company.
Our auditors have issued a going concern opinion. This means that our auditors
believe 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 any revenues. If we are unable to obtain
additional working capital our business may fail. Accordingly, we must raise
cash from sources other than operations. Our only other source for cash at this
time is investments by shareholder in our company. We must raise cash to
implement our projected plan of operations.
No proceeds will be used as direct or indirect payments to Mr. Ehlert or his
affiliates.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
16
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period. Even if we no longer qualify for the exemptions for an emerging
growth company, we may still be, in certain circumstances, subject to scaled
disclosure requirements as a smaller reporting company. For example, smaller
reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or
auditor attestation of internal controls over financial reporting.
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
12 MONTH PLAN OF OPERATIONS
During the first stages of our growth, our president and director will provide
all of the labor required to execute our business plan at no charge. Our
president will be devoting approximately 30% of his time to our operations.
Depending on how much funds we would be able to secure, we are planning to have
multiple locations for our juice carts. We do not require any office space,
until we extend our operation to 5 locations. Once we reach this threshold, our
president has agreed to commit more time as required, plus additional stuff
could be hired.
We intend to execute a multi-level marketing and advertising campaign,
consisting of visual advertising through signs on our location, direct mail,
location based poster, TV and radio advertising, run coupons on a group buying
websites such as Groupon or Incahoot. We would become active on social media to
raise an awareness of our location and offer free sampling to ignite prospective
customers to become familiar with our juices. Also we plan to offer punch cards
to our potential customers to receive free product, run special deal drinks, and
daily specials. This will be done so the customers feel that they are getting a
deal on our juices and are receiving extra value. This is a proven, valid
strategy in the price competitive market we are operating in, and generates a
repeat customer base that will be critical to our long term success.
By developing a strong reputation for exceptional style, quality and value we
can be assured that current customers will not have a reason to look elsewhere
for our products and readily recommend us.
Our sources of cash will be mainly the proceeds from this offering, and loans
from our director, if needed. We expect to start generating revenue by selling
our services by 8th month of our Plan of Operations. But there is no guarantee
that we will receive loans from our directors or raise funds in this offering.
We will not be conducting any product research or development. We plan to
implement our business plan as soon as funds from this offering become
available. Our 12 month plan of operations is as follows:
IF $25,000 RAISED
SETTING UP AN OFFICE
TIME FRAME: 1ST MONTH
NO MATERIAL COSTS
At that stage of our operations our office would be provided by our President
and director at no charge, at his own location, so no funding is required.
17
SEARCH FOR POTENTIAL LEASING PROPERTIES WITH HIGH TRAFFIC FLOW
TIME FRAME: 2ND - 4TH MONTHS
NO MATERIAL COSTS
At this phase we would look for places that could be suitable for our
operations, places that are frequented by people such as strip centers, power
centers and shopping malls. At present time we do not have any leasing agreement
signed.
PURCHASE JUICE CART AND EQUIPMENT NEEDED
TIME FRAME: 4TH - 6TH MONTHS
ESTIMATED COST $5,000
At this stage of our operations we would purchase, equip and place 1 Juice Cart,
including supplies.
Each Juice cart would cost us $2,500 for the cart itself, $1,200 for commercial
juice extractor, including shipping, $240 VAT (20%) $560 for a refrigerator,
including shipping, $500 supplies needed: fruits, vegetables, caps, lids,
straws. Total of $5,000 for each Juice cart.
SIGNING LEASE AGREEMENT
TIME FRAME: 5TH - 7TH MONTHS
ESTIMATED COST $3,500
The average leasing cost for a cart of the size we intend to use is anywhere
between $400 and $700 a month. (Based on randomly attending four malls: Brent
Cross Shopping Centre, Whitgift Centre, King Cross Central and Broadway Shopping
Centre). We base our calculations on highest cost possible - $700 a month.
At that stage we would sign a lease on our first location and our leasing
expenses for remaining 5 months of our operations would be $3,500. At present
time we do not have any leasing agreement signed.
Search for new potential properties for our operations will continue during the
life of our operations as we might need to rotate less profitable locations to
new places.
SET UP AND TEST OUR JUICE CART
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST: $500
Once we receive our cart and equipment we plan to set it up and test it at its
location. We will need to hire part time specialists such as electrician or
mechanic and movers. It will cost us approximately $500 per each machine.
OBTAIN MUNICIPAL BUSINESS LICENCES
TIME FRAME: 6TH - 7TH MONTHS
NO MATERIAL COSTS
Business must be registered with the environmental health service at location's
local authority at least 28 days before opening - registration is free.
OBTAIN LIABILITY INSURANCE
TIME FRAME: 7TH MONTHS
ESTIMATED COST: $500
We budgeted $100 a month for each location for Liability insurance purposes.
That would cost us $500 for remaining 5 months of our operations in 1 location.
18
MARKETING CAMPAIGN
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $5,000
We intend to execute a multi-level marketing and advertising campaign,
consisting of visual advertising through signs on our location, direct mail,
location based poster, TV and radio advertising, online marketing through our
own website*, run coupons on a group buying websites such as Groupon or
Incahoot. We would become active on social media to raise an awareness of our
location and offer free sampling to ignite prospective customers to become
familiar with our juices. Also we plan to offer punch cards to our potential
customers to receive free product, run special deal drinks, and daily specials.
This will be done so the customers feel that they are getting a deal on our
juices and are receiving extra value. This is a proven, valid strategy in the
price competitive market we are operating in, and generates a repeat customer
base that will be critical to our long term success.
* At current time we do not have a website.
We will engage in the following promotional activities:
Stand Media Frequency Budget
----- ----- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,000
Print Promotional Flyers Ongoing $1,000
Location Poster, radio and TV Ongoing $ 500
Location Free Sampling Ongoing $1,500
Referrals Word of Mouth Ongoing Free
SALARIES
NO MATERIAL COSTS
Our sales force will be commission based and would receive 15% of revenue
generated.
OTHER EXPENSES
ESTIMATED COST $500
Other expenses: shipping/delivering of locally purchased supplies to locations,
cleaning. So we reserved $500 in our budget if such expenses occur.
COST OF OPERATION: $15,000
BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000
TOTAL COST OF ALL OPERATIONS: $25,000
To implement our plan of operations ($15,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $25,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
IF $50,000 RAISED
SETTING UP AN OFFICE
TIME FRAME: 1ST MONTH
NO MATERIAL COSTS
At that stage of our operations our office would be provided by our President
and director at no charge, at his own location, so no budget required.
19
SEARCH FOR POTENTIAL LEASING PROPERTIES WITH HIGH TRAFFIC FLOW
TIME FRAME: 2ND - 4TH MONTHS
NO MATERIAL COSTS
At this phase we would research and look for places that could be suitable for
our operations, places that are frequented by people such as strip centers and
shopping malls. At present time we do not have any leasing agreement signed.
PURCHASE JUICE CARTS AND EQUIPMENT NEEDED
TIME FRAME: 4TH - 6TH MONTHS
ESTIMATED COST $15,000
At this stage of our operations we would purchase, equip and place 3 Juice
Carts, including supplies.
Each Juice cart would cost us $2,500 for the cart itself, $1,200 for commercial
juice extractor, including shipping, $240 VAT (20%) $560 for a refrigerator,
including shipping, $500 supplies needed: fruits, vegetables, caps, lids,
straws, etc. Total of $5,000 for each Juice cart.
SIGNING LEASE AGREEMENT
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST $10,500
The average leasing cost for a cart of the size we intend to use is anywhere
between $400 and $700 a month. (Based on randomly attending four malls: Brent
Cross Shopping Centre, Whitgift Centre, King Cross Central and Broadway Shopping
Centre). We base our calculations on the highest cost possible - $700 a month.
At that stage we would sign a lease on 3 locations and our leasing expenses for
remaining 5 months of our operations would be $10,500.
Search for new potential properties for our operations will continue during the
life of our operations as we might need to rotate less profitable locations to
new places.
SET UP AND TEST OUR JUICE CARTS
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST: $1,500
Once we receive our carts and equipment we plan to set it up and test it at our
3 locations. We will need to hire part time specialists such as electrician or
mechanic and movers. It will cost us approximately $500 per each machine.
OBTAIN MUNICIPAL BUSINESS LICENCES
TIME FRAME: 6TH - 7TH MONTHS
NO MATERIAL COSTS
No Business Licence required. Business must be registered with the environmental
health service at location's local authority at least 28 days before opening -
registration is free.
Example of registration form attached as Exhibit 10.2
20
OBTAIN LIABILITY INSURANCE
TIME FRAME: 7TH MONTHS
ESTIMATED COST: $1,500
We budgeted $100 a month for each location for Liability insurance purposes.
That would cost us $1,500 for remaining 5 months of our operations for all 3
locations.
MARKETING CAMPAIGN
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $10,500
We intend to execute a multi-level marketing and advertising campaign,
consisting of visual advertising through signs on our location, direct mail,
location based poster, TV and radio advertising, online marketing through our
own website*, run coupons on a group buying websites such as Groupon or
Incahoot. We would become active on social media to raise an awareness of our
location and offer free sampling to ignite prospective customers to become
familiar with our juices. Also we plan to offer punch cards to our potential
customers to receive free product, run special deal drinks, and daily specials.
This will be done so the customers feel that they are getting a deal on our
juices and are receiving extra value. This is a proven, valid strategy in the
price competitive market we are operating in, and generates a repeat customer
base that will be critical to our long term success.
* At current time we do not have a website.
We will engage in the following promotional activities:
Stand Media Frequency Budget
----- ----- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,000
Print Promotional Flyers Ongoing $2,000
Location Poster, radio and TV Ongoing $4,000
Location Free Sampling Ongoing $2,500
Referrals Word of Mouth Ongoing Free
SALARIES
NO MATERIAL COSTS
Our staff would be commission based and would receive 15% of revenue generated.
OTHER EXPENSES
ESTIMATED COST $1,000
Other expenses: shipping/delivering of locally purchased supplies to locations,
cleaning. So we reserved $1,000 in our budget if such expenses occur.
COST OF OPERATIONS $40,000
BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000
TOTAL COST OF ALL OPERATIONS: $50,000
To implement our plan of operations ($40,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $50,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
21
IF $75,000 RAISED
SETTING UP AN OFFICE
TIME FRAME: 1ST MONTH
NO MATERIAL COSTS
At that stage of our operations our office would be provided by our President
and director at no charge, at his own location, so no budget required.
SEARCH FOR POTENTIAL LEASING PROPERTIES WITH HIGH TRAFFIC FLOW
TIME FRAME: 2ND - 4TH MONTHS
NO MATERIAL COSTS
At this phase we would research and look for places that could be suitable for
our operations, places that are frequented by people such as strip centers,
power centers and shopping malls. At present time we do not have any leasing
agreement signed.
PURCHASE JUICE CARTS AND EQUIPMENT NEEDED
TIME FRAME: 4TH - 6TH MONTHS
ESTIMATED COST $25,000
At this stage of our operations we would purchase, equip and place 5 Juice
Carts, including supplies.
Each Juice cart would cost us $2,500 for the cart itself, $1,200 for commercial
juice extractor, including shipping, $240 VAT (20%) $560 for a refrigerator,
including shipping, $500 supplies needed: fruits, vegetables, caps, lids,
straws, etc. Total of $5,000 for each Juice cart.
SIGNING LEASE AGREEMENT
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST $17,500
The average leasing cost for a cart of the size we intend to use is anywhere
between $400 and $700 a month. (Based on randomly attending four malls: Brent
Cross Shopping Centre, Whitgift Centre, King Cross Central and Broadway Shopping
Centre). We base our calculations on highest cost possible - $700 a month.
At that stage we would sign a lease on 5 locations and our leasing expenses for
remaining 5 months of our operations would be $17,500.
Search for new potential properties for our operations and negotiating
agreements with the owners are ongoing matters that will continue during the
life of our operations as we might need to rotate less profitable locations to
new places.
SET UP AND TEST OUR JUICE CARTS
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST: $2,500
Once we receive our carts and equipment we plan to set it up and test it at our
5 locations. We will need to hire part time specialists such as electrician or
mechanic and movers. It will cost us approximately $500 per each machine.
22
OBTAIN MUNICIPAL BUSINESS LICENCES
TIME FRAME: 6TH - 7TH MONTHS
NO MATERIAL COSTS
No Business Licence required. Business must be registered with the environmental
health service at location's local authority at least 28 days before opening -
registration is free.
Example of registration form attached as Exhibit 10.2
OBTAIN LIABILITY INSURANCE
TIME FRAME: 7TH MONTHS
ESTIMATED COST: $2,500
We budgeted $100 a month for each location for Liability insurance purposes.
That would cost us $2,500 for remaining 5 months of our operations for all 5
locations.
MARKETING CAMPAIGN.
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $13,000
We intend to execute a multi-level marketing and advertising campaign,
consisting of visual advertising through signs on our location, direct mail,
location based poster, TV and radio advertising, online marketing through our
own website*, run coupons on a group buying websites such as Groupon or
Incahoot. We would become active on social media to raise an awareness of our
location and offer free sampling to ignite prospective customers to become
familiar with our juices. Also we plan to offer punch cards to our potential
customers to receive free product, run special deal drinks, and daily specials.
This will be done so the customers feel that they are getting a deal on our
juices and are receiving extra value. This is a proven, valid strategy in the
price competitive market we are operating in, and generates a repeat customer
base that will be critical to our long term success.
* At current time we do not have a website.
We will engage in the following promotional activities:
Stand Media Frequency Budget
----- ----- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,000
Print Promotional Flyers Ongoing $3,000
Location Poster, radio and TV Ongoing $5,000
Location Free Sampling Ongoing $3,000
Referrals Word of Mouth Ongoing Free
SALARIES
NO MATERIAL COSTS
Our stuff would be commission based and would receive 15% of revenue generated.
OTHER EXPENSES
ESTIMATED COST $1,500
Other expenses: shipping/delivering of locally purchased supplies to locations,
cleaning. So we reserved $1,500 in our budget if such expenses occur.
23
COST OF OPERATIONS $65,000
BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000
TOTAL COST OF ALL OPERATIONS: $75,000
To implement our plan of operations ($65,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $75,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
IF $100,000 RAISED
SETTING UP AN OFFICE
TIME FRAME: 1ST MONTH
NO MATERIAL COSTS
At that stage of our operations our office would be provided by our President
and director at no charge, at his own location, so no budget required.
SEARCH FOR POTENTIAL LEASING PROPERTIES WITH HIGH TRAFFIC FLOW
TIME FRAME: 2ND - 4TH MONTHS
NO MATERIAL COSTS
At this phase we would research and look for places that could be suitable for
our operations, places that are frequented by people such as strip centers,
power centers and shopping malls. At present time we do not have any leasing
agreement signed.
PURCHASE DISPLAY CARTS AND EQUIPMENT NEEDED
TIME FRAME: 4TH - 6TH MONTHS
ESTIMATED COST $35,000
At this stage of our operations we would purchase, equip and place 7 Juice
Carts, including supplies.
Each Juice cart would cost us $2,500 for the cart itself, $1,200 for commercial
juice extractor, including shipping, $240 VAT (20%) $560 for a refrigerator,
including shipping, $500 supplies needed: fruits, vegetables, caps, lids,
straws, etc. Total of $5,000 for each Juice cart.
SIGNING LEASE AGREEMENT
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST $24,500
The average leasing cost for a cart of the size we intend to use is anywhere
between $400 and $700 a month. (Based on randomly attending four malls: Brent
Cross Shopping Centre, Whitgift Centre, King Cross Central and Broadway Shopping
Centre). We base our calculations on highest cost possible - $700 a month.
At that stage we would sign a lease on 7 locations and our leasing expenses for
remaining 5 months of our operations would be $24,500.
Search for new potential properties for our operations and negotiating
agreements with the owners are ongoing matters that will continue during the
life of our operations as we might need to rotate less profitable locations to
new places.
24
SET UP AND TEST OUR JUICE CARTS
TIME FRAME: 6TH - 7TH MONTHS
ESTIMATED COST: $2,500
Once we receive our cart and equipment we plan to set it up and test it at our 7
locations. We will need to hire part time specialists such as electrician or
mechanic and movers. It will cost us approximately $500 per each machine.
OBTAIN MUNICIPAL BUSINESS LICENCES
TIME FRAME: 6TH - 7TH MONTHS
NO MATERIAL COSTS
No Business Licence required. Business must be registered with the environmental
health service at location's local authority at least 28 days before opening -
registration is free.
Example of registration form attached as Exhibit 10.2
OBTAIN LIABILITY INSURANCE
TIME FRAME: 7TH MONTHS.
ESTIMATED COST: $1,500.
We budgeted $100 a month for each location for Liability insurance purposes.
That would cost us $3,500 for remaining 5 months of our operations for all 7
locations.
MARKETING CAMPAIGN.
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $18,500
We intend to execute a multi-level marketing and advertising campaign,
consisting of visual advertising through signs on our location, direct mail,
location based poster, TV and radio advertising, online marketing through our
own website*, run coupons on a group buying websites such as Groupon or
Incahoot. We would become active on social media to raise an awareness of our
location and offer free sampling to ignite prospective customers to become
familiar with our juices. Also we plan to offer punch cards to our potential
customers to receive free product, run special deal drinks, and daily specials.
This will be done so the customers feel that they are getting a deal on our
juices and are receiving extra value. This is a proven, valid strategy in the
price competitive market we are operating in, and generates a repeat customer
base that will be critical to our long term success.
* At current time we do not have a website.
We will engage in the following promotional activities:
Stand Media Frequency Budget
----- ----- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,000
Print Promotional Flyers Ongoing $4,000
Location Poster, radio and TV Ongoing $8,000
Location Free Sampling Ongoing $4,500
Referrals Word of Mouth Ongoing Free
25
SALARIES
NO MATERIAL COSTS
Our stuff would be commission based and would receive 15% of revenue generated.
OTHER EXPENSES
ESTIMATED COST $2,000
Other expenses: shipping/delivering of locally purchased supplies to locations,
cleaning. So we reserved $2,000 in our budget if such expenses occur.
COST OF OPERATIONS $90,000
BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000
TOTAL COST OF ALL OPERATIONS: $100,000
To implement our plan of operations ($90,000) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $100,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional marketing and promotion efforts.
We plan on placing our first Juice stand by the 8th month of operations. Our
plan to continue placing additional Juice stands throughout London, United
Kingdom.
We plan to implement our business plan as soon as funds from this offering
become available. The following table sets forth our 12-month budgeted costs
assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities
offered for sale by the Company. There is no assurance that we will raise the
full $100,000 as anticipated.
The average leasing cost for a cart of the size we intend to use is anywhere
between $400 and $700 a month. We base our calculations on highest cost possible
- $700 a month. Calculation of leasing cost made for last 5 months of our
operation.
Capital Raised 25% 50% 75% 100%
-------------- -------- -------- -------- --------
Gross proceeds $ 25,000 $ 50,000 $ 75,000 $100,000
Number of Locations 1 3 5 7
Legal and Professional fees $ 10,000 $ 10,000 $ 10,000 $ 10,000
Leasing expenses $ 3,500 $ 10,500 $ 17,500 $ 24,500
Office -- -- $ 3,000 $ 3,000
Liability Insurance $ 500 $ 1,500 $ 2,500 $ 3,500
Service Cart and Equipment $ 5,000 $ 15,000 $ 25,000 $ 35,000
Placing and setting up $ 500 $ 1,500 $ 2,500 $ 3,500
Marketing campaign $ 5,000 $ 10,500 $ 13,000 $ 18,500
Other expenses $ 500 $ 1,000 $ 1,500 $ 2,000
In summary, we expect to be in full operation and selling our service within 12
months of completing our offering. However, there is no guarantee that we will
be in full operation and generate any revenues and there is no guarantee that we
will be able to raise funds through this offering. Until customers start to
26
purchase our juices, we do not believe that our operations will be profitable.
If we are unable to attract customers and cannot generate sufficient revenues to
continue operations, we will suspend or cease operations. If we cease operations
we likely will dissolve and file for bankruptcy and shareholders would lose
their entire investment in our company. If we are profitable our plan is to keep
expanding to other major cities in United Kingdom.
The cost of one day stock will be provided by the president as a loan at the
moment when we know the number of locations we have. There is no need to invest
in high volume of stock due to availability of such products in local stores
around United Kingdom, "local" store refer to supermarket chains like: Aldi,
Asda, Co-op, Costcutter, Farmfood etc.
The cost of stock will be about $150/stand. We believe that the purchased stock
will generate a profit by the end of the day so that we can re-invest the
proceeds to purchase stock for next day.
We are planning to start operations in the business of selling freshly squeezed
juices from mobile stands in London, United Kingdom. We have not decided on the
future size or cost of our expansion at this time. We will be following our
business plan from one location to another. The expansion will be funded from
our future revenues and additional sale of our shares. The time frame of the
expansion will depend solely on the availability of funding from the revenue. We
are planning to place 1- 7 juice stands to become noticeable and familiar to our
customers.
The business steps are as follows:
a) Purchase commercial juice extractor in US
b) Purchase commercial under counter fridge and build/purchase Juice
stands in United Kingdom
c) Buy necessary food products locally
d) Place stands
We are planning to hire one sales person for each stand who will be compensated
solely by commission payments from gross sales (15%). When we will have more
than 7 stands in the city, we intend to hire manager to help set up, control and
manage operations. The manager will be receiving 5% from the sales from each
stand. We believe that the stock will generate enough profit that could then be
re-invested in the next day stock. We belief, there is no need to invest in high
volume of stock due to availability of such products in local stores around
United Kingdom.
OFF-BALANCE SHEET ARRANGEMENTS
We have no 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.
LIMITED OPERATING HISTORY
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. 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
and possible cost overruns due to price and cost increases in services and
products.
RESULTS OF OPERATIONS
FROM INCEPTION ON SEPTEMBER 05, 2013 TO FEBRUARY 28, 2014
During the period we incorporated the company, prepared a business plan, signed
lease agreement (exhibit 2.10) and purchased one Juice extractor machine.
We have incured net losses of $3,528 for the period from our inception on
September 05, 2013 to February 28, 2014, and have no revenues to date. Our
future is dependent upon our ability to obtain financing from this offering. We
27
have generated no revenue since inception due to the fact that we are a
development stage company and have not yet placed our Juice stands.
Since inception, we have sold 6,000,000 shares of common stock to our sole
officer and director for net proceeds of $6,000.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2014, we had cash in the amount of $ 4,922 and liabilities of
$3,600. As of the date of this prospectus, we have $1,898 of cash on hand. We
currently do not have any operations and we have no income.
Since inception, we have sold 6,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $6,000.
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. We will attempt to raise the
necessary funds to proceed with all phases of our plan of operation. The sources
of funding we may consider to fund this work include a public offering, a
private placement of our securities or loans from our director or others.
We are highly dependent upon the success of the private offerings of equity or
debt securities,Therefore, the failure to raise sufficient capital would result
in the need to seek capital from other resources such as taking loans, which
would likely not even be possible for the Company. However, if such financing
were available, because we are a development stage company with no operations to
date, we would likely have to pay additional costs associated with high risk
loans and be subject to an above market interest rate. At such time these funds
are required, management would evaluate the terms of such debt financing. If the
Company cannot raise additional proceeds via a private placement of its equity
or debt securities, or secure a loan, the Company would be required to cease
business operations. As a result, investors would lose all of their investment.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public
company, including legal and professional fee, will be approximately $10,000.
As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
The company's sole officer and director, Roman Ehlert, has verbally agreed to
lend funds to pay for the registration process and lend funds to implement our
business plan and to help maintain a reporting status with the SEC in the form
of a non-secured loan for the next twelve months and after effectiveness of our
registration statement until we complete our offering as the expenses are
incurred if no other proceeds are obtained by the Company,. Management believes
if the company cannot maintain its reporting status with the SEC it will have to
cease all efforts directed towards the company. As such, any investment
previously made would be lost in its entirety.
We need a minimum of $25,000 to conduct our proposed operations and pay all
expenses associated with maintaining a reporting status with the SEC.
SIGNIFICANT ACCOUNTING POLICIES
Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
28
use of estimates which have been made using careful judgment. The financial
statements have, in our opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:
BASIS OF PRESENTATION
The Company reports revenues and expenses use the accrual method of accounting
for financial and tax reporting purposes. The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
29
DESCRIPTION OF BUSINESS
GENERAL
COMPANY
We were incorporated in the State of Nevada on Sep. 05, 2013.We are planning to
start operations in the business of selling freshly squeezed juices from mobile
stands in London, United Kingdom. We have not decided on the future size or cost
of our expansion at this time. We will be following our business plan from one
location to another. The expansion will be funded from our future revenues and
additional sale of our shares. The time frame of the expansion will depend
solely on the availability of funding from the revenue. We are planning to place
1-7 Juice stands, to become noticeable and familiar to our customers. Juice
stand would generally stay in the same location each day. There is no guarantee
that we are going to be able to expand our Juice stands and locations.
The business steps are as follows:
a) Purchase commercial juice extractor in US
b) Purchase commercial under counter fridge and build/purchase Juice
stands in United Kingdom
c) Buy necessary food products locally
d) Place stands
We are planning to hire one sales person for each stand who will be compensated
solely by commission payments from gross sales (15%). When we will have at least
5 stands, we intend to hire manager to help set up, control and manage
operations. The manager will be receiving 5% from the sales from each stand.
There is no need to invest in high volume of stock due to availability of such
products in regular stores around United Kingdom.
MARKETING/ LOCATIONS
The sales and marketing strategy is to focus placing Juice stands in places that
are frequented by people such as:
1. tourist attractions,
2. strip centers, power centers, shopping malls,
3. health and fitness clubs,
4. transportation hub such as bus, train, subway, airports, marinas.
We have not begun obtaining any permits yet. Most municipal permits will allow
us to place our stands on public property. We will be required to obtain
agreements with owners of the mentioned locations. We plan to sign leasing
agreements with the owners of certain locations in order to operate our stands.
We plan to offer $700.00 to the owners of the location for the lease of their
property.
PROMOTIONAL STRATEGY
The company will promote in the following ways:
Stand Media Frequency Budget
----- ----- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,000
Print Promotional Flyers Ongoing $1,000-$4,000
Location Poster, radio and TV Ongoing $500-$8,000
Location Free Sampling Ongoing $1,500-$4,500
Referrals Word of Mouth Ongoing Free
30
PRODUCT DESCRIPTION
We plan on purchasing the following type of equipment:
SUPER ANGEL ALL STAINLESS STEEL TWIN GEAR JUICER
MODEL: 5500
SUPPLIER: AMAZON.COM INC.
Super Angel is juice extractor with all stainless steel construction in the
world. Super Angel Living Juice Extractor can juice almost anything from carrot
and apples to wheatgrass and spinach. All stainless steel design incorporates a
twin gear impeller press system that powerfully rotates at a low 86 rpm (the
most ideal speed), that can keep all enzymes and nutrients alive in the juice.
Super Angel Juicer is perfect for wheat grass, barley grass, leafy greens, herbs
and sprouts. Dimensions of the juice extractor are: 19" H x 7.8" W x 10.5" D.
Delivery is included.
STAINLESS STEEL UNDER COUNTER SERVICE REFRIGERATOR
MODEL: POLAR CD080
SUPPLIER: JJ MARTIN (CATERING APPLIANCE SUPERSTORE) LTD
Under counter fridge, fully lockable with LED digital temperature display and
rear castors for maneuverability. Dimensions of refrigerator are: 850(h) x
600(w) x 600(d) mm, refrigeration capacity 150 l. Delivery is included.
JUICE SERVICE STAND
Each stand is one meter wide, two meters long and one meter high. (2m square).
The stand will be delivered to the location by truck. The cost of the delivery
is included in the price of the stand. The cost of the juice extractor does not
include delivery to the location of the stand but it does include shipping from
manufacture to our office. Due to the size of the juice extractor, delivery to
the location of the stand it will be done by the car. Our director and president
Roman Ehlert owns a truck and a small 2m trailer in his present possession which
he intend to use to move our stands to different locations when necessary.
Transportation between different locations, due to the size of the stand: 1m H x
1m W x 2m L will be done by small pickup truck or on a trailer.
PRICING
Our pricing will be determined by averaging surrounding restaurants that provide
our type of service and charging that average. We plan to raise the price of our
product periodically to keep in pace with the rising commodity prices and
inflation.
Suggested Sale Price:
Freshly squeezed juice - $6.00 for a 16 oz. cap of juice and $4.50 for a 10 oz.
cap of juice.
Cost - $2.75 for a 16 oz. cap of juice and $2.25 for a 10 oz. cap of juice.
Profit - $3.25 for a 16 oz. cap of juice and $2.25 for a 10 oz. cap of juice.
The cost estimate we have provided is based on the prices in regular stores in
United Kingdom. The sale price of the juice is based on a prices offered by
similar vendors in United Kingdom. We do not have suppliers, we do not have made
any agreements with suppliers for the food we intend to sell in our Juice
stands, and we plan to purchase products from stores as needed.
BUSINESS OPPORTUNITY
Despite reduced spending power due to the current economic crisis, the demand
for "easy health" in the shape of functional foods and drinks does not seem to
go away. A widespread consumer interest in products positioned as
31
"health-boosting" closely linked to the trend of preventive health care, raises
the market demand for healthy products that bring added-value to the consumers.
* The main consumers of better-for-you beverages are those looking to
lose weight, with sales to women slightly stronger than those to men.
Both low-sugar and no-sugar drinks are gaining in popularity. Those
looking to reduce their caffeine consumption are also a strong
consumer group of better-for-you beverages.
* A shift to natural foods is happening in U.K. grocery stores, along
with growth in the popularity of super foods. Better-for-you packaged
food is purchased by mainstream consumers, with women and older
consumers being the biggest spenders in this category.
* Fortified/functional and organic better-for-you packaged foods are
becoming more important to the U.K. consumer, who is seeking products
with a wider range of health benefits, or with no unwanted residues of
pesticides or hormones.
STRATEGY
Our pricing strategy is to sell a premium product at a value price. We will
offer competitive pricing: $6.00 for a 16 oz. cap of juice and $4.50 for a 10
oz. cap of juice in order to attract positive attention from both locals and
tourists. This is important to secure the business and to ensure that our
customers become repeat visitors to our locations. Such prices would allow us to
have a 50% profit for our operations.
Although our pricing strategy will be competitive with our competition, our
printed prices would be slighter higher and we would run sales and offer coupons
to bring our prices in line or below the rest of the market, such as punch cards
to receive free product, special deal drinks, and daily specials. This will be
done so the customers feel that they are getting a deal on our juices and are
receiving extra value. This is a proven, valid strategy in the price competitive
market we are operating in, and generates a repeat customer base that will be
critical to our long term success. Our advertisement would be concentrated in
our locations and would be done through locations specific posters, radio and TV
advertising, free sampling of our products, word of mouth, online and social
networking websites.
COMPETITION
The completion in our industry is extremely high. Most of our competitors have
greater financial resources and may be able to withstand sales or price
decreases better than we can. We also expect to continue to face competition
from new market entrants. We may be unable to continue to compete effectively
with these existing or new competitors, which could have a material adverse
effect on our financial condition and results of operations.
INSURANCE
We do not presently maintain any insurance.
OFFICE
Our business office is located at Barons Court Road flat 1, London W14 9DU,
Great Britain. This is the office provided by our director Roman Ehlert. We do
not pay rent for this space. We believe that this space is adequate for our
current operations.
GOVERNMENT REGULATIONS
We will be required to obtain Municipal business Licenses from UK Municipal
government; however, the is no charge for these licenses. Aside from this fact,
we do not believe that government regulations will have a material impact on the
way we conduct business.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
32
DIRECTORS, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSONS
The following table sets forth as of May 28, 2014, the names, positions and ages
of our current executive officer and director
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Roman Ehlert, 60 President, Treasurer, Secretary
Barons Court Road flat 1, and Director
London W14 9DU, Great Britain
The following is a brief description of the business experience of our executive
officer:
- graduated college for construction 1971
- construction technician 1971 - 1989
- salesman in automotive parts shop for Volkswagen cars 1990 - 2006 -
owner of a limousine company 2007 - until now
Roman Ehlert has acted as our President, Secretary, Treasurer and sole Director
since our incorporation on September 5, 2013. Our president will be devoting
approximately 30% of his business time to our operations. Once we expand
operations, and are able to attract more customers to purchase our product,
Roman Ehlert has agreed to commit more time as required. Because Roman Ehlert
will only be devoting limited time to our operations, our operations may be
sporadic and occur at times which are convenient to him. As a result, operations
may be periodically interrupted or suspended which could result in a lack of
revenues and a cessation of operations.
During the past ten years, Mr. Ehlert has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Ehlert was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Ehlert's involvement in
any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:
33
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we just recently
started our operations, at the present time, we believe the services of a
financial expert are not warranted.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Roman Ehlert, who
does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on Sep. 05, 2013 until February 28, 2014:
34
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Roman September -0- -0- -0- -0- -0- -0- -0- -0-
Ehlert, 05, 2013
President, February
Treasurer 28, 2014
and
Secretary
There are no current employment agreements between the company and its officer.
Mr. Ehlert currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of February 28, 2014:
Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Roman Ehlert -0- -0- -0- -0- -0- -0- -0-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Roman Ehlert will not be paid for any underwriting services that he performs on
our behalf with respect to this offering.
Since our incorporation, we issued a total of 6,000,000 shares of restricted
common stock to Roman Ehlert, our sole officer and director in consideration of
$6,000.
Mr. Ehlert has loaned us $100, he will not be repaid from the proceeds of this
offering. There is no due date for the repayment of the funds advanced by Mr.
Ehlert. Mr. Ehlert will be repaid from revenues of operations if and when we
generate revenues to pay the obligation. The loan is due on demand. There is no
assurance that we will ever generate revenues from our operations. The
obligation to Mr. Ehlert does not bear interest. There is no written agreement
evidencing the advancement of funds by Mr. Ehlert or the repayment of the funds
to Mr. Ehlert. The entire transaction was oral.
35
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 May 28, 2014 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 director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Roman Ehlert 6,000,000 shares 100%
Barons Court Road flat 1,
London W14 9DU,
Great Britain
(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 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 on May 28,2014.
As of May 28, 2014, there were 6,000,000 shares of our common stock issued and
outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 6,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their acquisition.
Our investors are not allowed to rely on Rule 144 of the Securities Act for a
period of one year from the date that we cease to be a shell company. Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock. There is one holder of record for our common
stock. The record holder is our sole officer and director who owns 6,000,000
restricted shares of our common stock.
36
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
Uni Line Corp. has 6,000,000 shares of common stock issued and outstanding as of
the date of this prospectus. The Company is registering an additional of
10,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.
In connection with the Company's selling efforts in the offering, Roman Ehlert
will not register as a broker-dealer pursuant to Section 15 of the Exchange Act,
but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1,
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Ehlert is not subject to any statutory disqualification, as that
term is defined in Section 3(a) (39) of the Exchange Act. Mr. Ehlert will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Mr. Ehlert is not, nor has he been within the
past 12 months, a broker or dealer, and he is not, nor has he been within the
past 12 months, an associated person of a broker or dealer. At the end of the
offering, Mr. Ehlert will continue to primarily perform substantial duties for
the Company or on its behalf otherwise than in connection with transactions in
securities. Mr. Ehlert will not participate in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on Exchange
Act Rule 3a4-1(a)(4)(i) or (iii).
Uni Line Corp. will receive all proceeds from the sale of the 10,000,000 shares
being offered. The price per share is fixed at $0.01 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved. However, sales by the
Company must be made at the fixed price of $0.01 per share.
The Company will not offer its shares for sale through underwriters, dealers,
agents or anyone who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Company and/or the purchasers of
the shares for whom they may act as agents. The shares of common stock sold by
the Company may be occasionally sold in one or more transactions; all shares
sold under this prospectus will be sold at a fixed price of $0.01 per share.
STATE SECURITIES - BLUE SKY LAWS
There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Uni Line Corp. has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
37
Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.
Uni Line Corp. will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states) which we expect to be $10,000.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) one year after
the effective date of this prospectus. We will not accept any money until this
registration statement is declared effective by the SEC.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must - execute
and deliver a subscription agreement; and - deliver a check or certified funds
to us for acceptance or rejection. All checks for subscriptions must be made
payable to "Uni Line Corp."
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our Articles of Incorporation do not authorized us to
issue preferred stock. As of May 28, there were 6,000,000 shares of our common
stock issued and outstanding that was held by one registered stockholder of
record, and no shares of preferred stock issued and outstanding.
38
COMMON STOCK
The following description of our common stock is a summary and is qualified in
its entirety by the provisions of our Articles of Incorporation and Bylaws which
have been filed as exhibits to our registration statement of which this
prospectus is a part.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
PREFERRED STOCK
We are not authorized to issue preferred shares.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 37.5% 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.
NEVADA ANTI-TAKEOVER LAWS
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
39
The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.
At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.
The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.
REPORTS
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
40
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., 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.
STOCK TRANSFER AGENT
We do not have a Transfer Agent.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (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 one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
LEGAL MATTERS
David Lubin & Associates, PLLC has opined on the validity of the shares of
common stock being offered hereby.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents, subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.
EXPERTS
DKM Certified Public Accountants, our independent registered public accountant,
has audited our financial statements included in this prospectus and
registration statement to the extent and for the periods set forth in their
audit report. DKM Certified Public Accountants, has presented its report with
respect to our audited financial statements.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
41
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public through the SEC Internet
site at www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of UNI LINE CORP. for the period ended February 28,
2014, and related notes, included in this prospectus have been audited by, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
42
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
FEBRUARY 28, 2014
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of February 28, 2014 F-2
Statement of Operations for the period from September 05, 2013
(Date of Inception) to February 28, 2014 F-3
Statement of Stockholders' Equity as of February 28, 2014 F-4
Statement of Cash Flows for the period from September 05, 2013
(Date of Inception) to February 28, 2014 F-5
Notes to the Financial Statements F-6
43
[DKM Certified Public Accountants Logo] 2451 N. McMullen Booth Road
Suite.308
Clearwater, FL 33759
Toll free: 855.334.0934
Fax: 800.581.1908
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Uni Line, Corp
We have audited the accompanying balance sheet of Uni Line, Corp as of February
28, 2014, and the related statement of operations, stockholders' deficiency, and
cash flows from Inception (December 13, 2013) through February 28, 2014. 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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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 provide 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 Uni Line, Corp as from
Inception (December 13, 2013) through February 28, 2014, and the results of its
operations and its cash flows for the period from inception through February 28,
2014 in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company has significant net losses and cash flow deficiencies.
Those conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans regarding those matters are described in
Note 8. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ DKM Certified Public Accountants
-----------------------------------------------
DKM Certified Public Accountants
Clearwater, Florida
May 23, 2014
F-1
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF FEBRUARY 28, 2014
February 28, 2014
-----------------
ASSETS
Current Assets
Cash and cash equivalents $ 4,922
--------
Total Current Assets 4,922
Net Fixed Assets 1,150
--------
Total Assets $ 6,072
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Account payable 3,500
Loan from director -Note 3 100
--------
Total Liabilities 3,600
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
6,000,000 shares issued and outstanding 6,000
Deficit accumulated during the development stage-Note 4 (3,528)
--------
Total Stockholders' Equity 2,472
--------
Total Liabilities and Stockholders' Equity $ 6,072
========
See accompanying notes to financial statements.
F-2
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 05, 2013 (INCEPTION) TO FEBRUARY 28, 2014
For the period from
September 05, 2013
(Inception) to
February 28, 2014
-----------------
REVENUES $ 0
----------
OPERATING EXPENSES
General and Administrative Expenses 3,528
----------
TOTAL OPERATING EXPENSES 3,528
----------
NET LOSS FROM OPERATIONS (3,528)
PROVISION FOR INCOME TAXES 0
----------
NET LOSS $ (3,528)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 6,000,000
==========
See accompanying notes to financial statements.
F-3
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 05, 2013 (INCEPTION) TO FEBRUARY 28, 2014
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, September 05, 2013 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 6,000,000 6,000 -- -- 6,000
Net loss for the year ended
February 28, 2014 -- -- -- (3,528) (3,528)
--------- ------- -------- -------- --------
Balance, February 28, 2014 6,000,000 $ 6,000 $ -- $ (3,528) $ 2,472
========= ======= ======== ======== ========
See accompanying notes to financial statements.
F-4
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 05, 2013 (INCEPTION) TO FEBRUARY 28, 2014
For the period from
September 05, 2013
(Inception) to
February 28, 2014
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (3,528)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase in Accounts Payable 3,500
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (28)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment 1,150
--------
CASH FLOWS USED IN INVESTING ACTIVITIES (1,150)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 6,000
Loans from director 100
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,100
--------
NET INCREASE IN CASH 4,922
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 4,922
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2014
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Uni Line Corp. was incorporated in the State of Nevada on September 05, 2013. We
are a development-stage company formed to sell freshly squeezed juices from
mobile stands in London, United Kingdom.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a February 28 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $4,922 of cash
as of February 28, 2014.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Foreign Currency
The financial statements of the Company are maintained in United States dollars
and this is the Company's functional and reporting currency. The operations will
be maintained in United Kingdom Pounds and the consolidated into the Company
results in foreign currency translation adjustments which are recognized as
other comprehensive income. Transactions denominated in other than the United
States dollar are translated as follows with the related transaction gains and
losses being recorded in the Statements of Operations:
(i) Monetary items are recorded at the rate of exchange prevailing as at
the balance sheet date;
(ii) Non-Monetary items including equity are recorded at the historical
rate of exchange; and
(iii)Revenues and expenses are recorded at the period average in which the
transaction occurred
F-6
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2014
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of February 28, 2014.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Uni Line Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - FIXED ASSETS
Company purchased Super Angel All Stainless Steel Twin Gear Juicer - 5500.
February 28, 2014
-----------------
Fixed assets:
Equipment $ 1,150
Less: accumulated depreciation 0
-------
Net fixed assets $ 1,150
=======
No depreciation was recorded during the period from inception through February
28, 2014
F-7
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2014
NOTE 4 - LOAN FROM DIRECTOR
On January 1, 2014, a director loaned $100 to the Company to open bank account.
The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $100 as of February 28, 2014.
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On January 24, 2014, the Company issued 6,000,000 shares of common stock to a
director for cash proceeds of $6,000 at $0.001 per share.
There were 6,000,000 shares of common stock issued and outstanding as of
February 28, 2014.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 7 - INCOME TAXES
As of February 28, 2014, the Company had net operating loss carry forwards of
approximately $3,528 that may be available to reduce future years' taxable
income in varying amounts through 2031. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
February 28, 2014
-----------------
Federal income tax benefit attributable to:
Current Operations $ 1,200
Less: valuation allowance (1,200)
--------
Net provision for Federal income taxes $ 0
========
F-8
UNI LINE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2014
NOTE 7 - INCOME TAXES (CONTINUED)
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
February 28, 2014
-----------------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,200
Less: valuation allowance (1,200)
--------
Net deferred tax asset $ 0
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $3,528 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of February
28, 2014. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 9 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to February 28, 2014 to the
date these financial statements were issued, and has determined that it does not
have any material subsequent events to disclose in these financial statements.
F-9
[Back Page of Prospectus]
PROSPECTUS
10,000,000 SHARES OF COMMON STOCK
UNI LINE CORP.
---------------
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2014, 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 THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 12.88
Printing Expenses $ 87.12
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 4,000.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $10,000.00
==========
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Section 78.7502 of the Nevada Corporate Law provides, in part, that a
corporation shall have the power to 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner 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.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnity has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, we must indemnify him
against the expenses which such offer or director actually or reasonably
incurred. 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.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On January 24, 2014, UNI LINE CORP.
offered and sold 6,000,000 share of common stock to our sole officer and
director, Roman Ehlert, for a purchase price of $0.001 per share, for aggregate
offering proceeds of $6,000. UNI LINE CORP. made the offer and sale in reliance
on the exemption from registration afforded by Section 4(2) to the Securities
Act of 1933, as amended (the "Securities Act"), on the basis that the securities
were offered and sold in a non-public offering to a "sophisticated investor" who
had access to registration-type information about the Company. No commission was
paid in connection with the sale of any securities a no general solicitations
were made to any person.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion: Legality and Consent of Counsel
10.1 Subscription Confirmation
10.2 Food Service Registration Form
23.1 Consent of DKM Certified Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 Lease Agreement
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(a) Include any prospectus required by Section 10(a) (3) of the Securities
Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(c) 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;
Provided however, that:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
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B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
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 hereby that remains unsold at the termination of
the offering.
4 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 the 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
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settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Act, and will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in United Kingdom on May 28, 2014.
UNI LINE CORP.
By: /s/ Roman Ehlert
-------------------------------------------
Name: Roman Ehlert
Title: President
(Principal Executive, Financial
and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roman Ehlert, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of UNI LINE CORP., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, grant unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Roman Ehlert
------------------------------- President, Treasurer and Secretary May 28, 2014
Roman Ehlert (Principal Executive, Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion: Legality and Consent of Counsel
10.1 Subscription Confirmation
10.2 Food Service Registration Form
23.1 Consent of DKM Certified Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 Lease Agreemen