Attached files
As filed with the Securities and Exchange Commission on August 30, 2013
Registration No. 333-189909
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(AMENDMENT NO. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREEN SUPPLEMENTS ONLINE INC
(Name of small business issuer in its charter)
Nevada 2833 EIN 33-1227348
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
112 N. CURRY STREET,
CARSON CITY NV 89703
(702) 605-4287
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
STATE AGENT AND TRANSFER SYNDICATE, INC.
112 N. CURRY STREET,
CARSON CITY NV 89703
(775) 882-1013
(Address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
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 per Share (1) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 5,000,000 $0.02 $100,000 $13.64
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
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.
COPIES OF COMMUNICATIONS TO:
Scott Doney, Esq.
3273 E. Warm Springs, Rd.
Las Vegas, NV 89120
Ph: (702) 312-6255
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PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND 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.
GREEN SUPPLEMENTS ONLINE INC
5,000,000 SHARES OF COMMON STOCK
Initial Public Offering
This is the initial offering of common stock of Green Supplements Online Inc. We
are offering for sale a total of 5,000,000 shares of common stock at a fixed
price of $.02 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 offering is being conducted on a
self-underwritten, best efforts basis, which means our President, Vyacheslav
Semenets, will attempt to sell the shares. He will receive no commission or
other remuneration for any shares he may sell.
Title of Securities Offering Price Maximum Offering
to be Offered Number of Offered Shares Per Share Proceeds
------------- ------------------------ --------- --------
Common Stock 5,000,000 (100% of offered shares) $0.02 $100,000
Common Stock 3,750,000 (75% of offered shares) $0.02 $ 75,000
Common Stock 2,500,000 (50% of offered shares) $0.02 $ 50,000
Common Stock 1,250,000 (25% of offered shares) $0.02 $ 25,000
Green Supplements Online Inc. is a development stage company and currently has
limited 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 Green Supplements Online Inc. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
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 this registration statement, 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 OTCBB. 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.
WE ARE AN "EMERGING GROWTH COMPANY" AS DEFINED UNDER THE FEDERAL SECURITIES LAWS
AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED PUBLIC COMPANY REPORTING
REQUIREMENTS. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" STARTING ON
PAGE 5.
We are considered a "shell company" under applicable securities rules and
subject to additional regulatory requirements as a result, including the
inability of our shareholders to sell our shares in reliance on Rule 144
promulgated pursuant to the Securities Act of 1933, as well as our inability to
register our securities on Form S-8 (an abbreviated registration process).
Accordingly, investors should consider our shares to be significantly risky and
illiquid investments.
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.
SUBJECT TO COMPLETION, DATED AUGUST __, 2013
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 19
LEGAL PROCEEDINGS 22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 22
EXECUTIVE COMPENSATION 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25
PLAN OF DISTRIBUTION 25
DESCRIPTION OF SECURITIES 26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 27
INTERESTS OF NAMED EXPERTS AND COUNSEL 29
EXPERTS 29
AVAILABLE INFORMATION 29
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 29
INDEX TO THE FINANCIAL STATEMENTS 30
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.
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PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "GREEN SUPPLEMENTS ONLINE INC." REFERS TO GREEN SUPPLEMENTS ONLINE
INC .THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS
BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
GREEN SUPPLEMENTS ONLINE INC.
Green Supplements Online Inc. was incorporated in Nevada on January 10, 2013. We
are a development stage company that was formed to market and sell a line of
nutrition and dietary products. We have an agreement with Green Medicine, Inc.,
a Nevada corporation, to act as distributes of our future products. Our plan is
to outsource manufacturing and sell the finished products under our brand name.
We intend to use the net proceeds from this offering to develop our business
operations (See "Description of Business" and "Use of Proceeds" elsewhere in
this Prospectus). Our principal executive offices are located at 112 N. Curry
Street, Carson City NV 89703. Our phone number is (702) 605-4287.
From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (January 10, 2013) through
April 30, 2013, reports no revenues and a net loss of $274. Our independent
registered public accounting firm has issued an audit opinion for Green
Supplements Online Inc. which includes a statement expressing substantial doubt
as to our ability to continue as a going concern.
Our sole officer and director will offer shares of our common stock to his
friends, family members and business associates.
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.
THE OFFERING
The Issuer: Green Supplements Online Inc.
Securities Being Offered: 5,000,000 shares of common stock.
Price Per Share: $0.02
Duration of the Offering: The offering shall terminate on the earlier of
(i) the date when the sale of all 5,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of our director Mr.Semenets.
Gross Proceeds: $100,000
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 President and Secretary,
Vyacheslav Semenets.
Subscriptions: All subscriptions once accepted by us are
irrevocable.
Registration Costs: We estimate our total offering registration costs
to be approximately $9,500.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
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SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from January 10, 2013 (Inception) to April 30, 2013.
FINANCIAL SUMMARY
As of April 30, 2013 ($)
------------------------
Cash and Deposits 6,100
Total Assets 6100
Total Liabilities 374
Total Stockholder's Equity 5,626
STATEMENT OF OPERATIONS
Accumulated From
January 10, 2013
(Inception) to
April 30, 2013 ($)
------------------
Total Expenses 274
Net Loss for the Period (274)
Net Loss per Share --
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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 BUSINESS
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 AND
PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT
BE AVAILABLE.
Our current operating funds are less than we require to complete our intended
operations plan. As of April 30, 2013, we had cash in the amount of $6,100 and
liabilities of $374. As of this date, we have had limited operations and no
income. The full proceeds of $100,000 we hope to generate from this offering may
not be enough to achieve sufficient revenue or profitable operations. There is
no assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on January 10, 2013 and to date have been involved
primarily in organizational activities. From inception on January 10, 2013 till
now we incorporated the company, prepared a business plan and executed an
agreement with Green Medicine Inc. We purchased a website domain
www.greensupplementsonline.com and prepared to launched this website. To date we
expended $280 on the above business activities. Additionally we have spent
$5,500 on professional fees such as legal fees and accounting fees.
We have commenced limited business operations. Accordingly, we have no way to
evaluate the likelihood that our business will be successful. 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. Prior to having an inventory, we anticipate that we will
incur increased operating expenses without realizing any revenues. 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.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING. AS A RESULT, THERE IS SUBSTANTIAL
DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $274 for the period from our inception on January
10, 2013 to April 30, 2013, and have no revenues as of this date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations. 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 KLJ and Associates, LLP 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 additional
funds by issuing new debt or equity securities or otherwise. If we fail to raise
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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. You should consider our independent registered public accountant's
comments when determining if an investment in Green Supplements Online Inc. is
suitable.
If we experience a shortage of funds prior to funding we may utilize funds from
Vyacheslav Semenets, our sole officer and director, who has informally agreed to
advance funds to allow us to pay for professional fees, including fees payable
in connection with the filing of this registration statement and operation
expenses. However, Mr.Semenets has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. If we are successful in
raising the funds from this offering, we plan to commence activities to start
our operations. We cannot provide investors with any assurance that we will be
able to raise sufficient funds to start our operations.
INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND.
Investors do not have the right to withdraw invested funds. Subscription
payments will be paid to Green Supplements Online Inc. and held in our corporate
bank account if the Subscription Agreements are in good order and the investor
is accepted as an investor by the Company. Therefore, once an investment is
made, investors will not have the use or right to return of such funds.
THE COMPANY MAY NOT BE ABLE TO GENERATE REVENUES
We expect to earn revenues solely in our chosen business area. In the opinion of
our management, we reasonably believe that we will begin to generate revenues
within approximately twelve months. However, failure to generate sufficient and
consistent revenues to fully execute and adequately maintain our business plan
may result in failure of our business and the loss of your investment.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT
MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING
BECAUSE THE COMPANY'S SOLE OFFICER AND DIRECTOR CONTROLS A MAJORITY OF THE
ISSUED AND OUTSTANDING COMMON STOCK
Our director Mr.Semenets.owns a majority of the outstanding common stock at the
present time and will continue to own a majority of the outstanding common stock
even if the maximum number of common shares is purchased in this offering. As a
result of such ownership, investors in this offering will have limited control
over matters requiring approval by our security holders, including the election
of directors, the approval of significant corporate transactions and any change
of control and management. This concentrated control may also make it difficult
for our stockholders to receive a premium for their shares of their common stock
in the event we enter into transactions which require stockholder approval.
GOVERNMENTAL REGULATIONS MAY PREVENT OR DELAY ENTRY INTO A MARKET OR PREVENT THE
INTRODUCTION, OR REQUIRE THE REFORMULATION OF NUTRITION AND DIETARY PRODUCTS
WHICH OUR COMPANY WILL BE SELLING.
Our company is subject to regulation under various international, state and
local laws which include provisions regulating, among other things, the
operation of direct sales programs. The manufacturing, processing, formulation,
packaging, labeling and advertising of the Green Supplements Online Inc.
products may be subject to regulation by one or more federal agencies, including
the United States Food and Drug Administration ("FDA"), the Federal Trade
Commission ("FTC"), the Consumer Product Safety Commission, the United States
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Department of Agriculture, the United States Postal Service, the United States
Environmental Protection Agency and the Occupational Safety and Health
Administration.
In addition, the Company cannot predict whether new domestic or foreign
legislation regulating its activities will be enacted. Such new legislation
could have a material adverse effect on the Company.
BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Vyacheslav Semenets, our President, currently devotes approximately twenty hours
per week providing management services to us. Mr. Semenets the remainder of his
business time commits to researching other business opportunities unrelated to
our business. At the present, Mr. Semenets is not actively involved in any other
business than the business of our registrant. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
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.Semenets to our company could negatively impact our business development.
IF VYACHESLAV SEMENETS, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE
WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We extremely depend on the services of our sole officer and director, Vyacheslav
Semenets, for the future success of our business. The loss of the services of
Mr.Semenets could have an adverse effect on our business, financial condition
and results of operations. Mr. Semenets is our sole director, if he should die
there will be no one to appoint a new executive officer and in that event we
will have no alternative but to cease operations.
CONSUMERS MAY NOT ACCEPT AN ONLINE SOURCE FOR OUR PRODUCTS.
Our success will depend on attracting and retaining a high volume of online
customers at a reasonable cost. We may not be able to convert a large number of
consumers from traditional shopping methods to online shopping. Factors that
could prevent or delay the widespread consumer acceptance of purchasing
vitamins, nutritional supplements online and consequently lower our future
profitability, include:
* Shipping charges, which do not apply to shopping at traditional retail
stores;
* Delivery time associated with online orders as compared to the
immediate receipt of products at a physical store;
* Pricing that does not meet consumer expectations of finding "the
lowest price on the Internet";
* Lack of consumer awareness of our online presence;
* Customer concerns about the security of online transactions and the
privacy of personal health information;
* Product damage from shipping or shipments of wrong or expired
products, which may result in a failure to establish customer trust in
purchasing our products online;
* Delays in responses to customer inquiries or in deliveries to
customers; and
* Difficulty in returning or exchanging order
RELIANCE ON THIRD PARTIES FOR MANUFACTURING MAY HAVE MATERIAL ADVERSE IMPACT ON
THE COMPANY
We will rely on third parties to manufacture and package substantially all of
our products. Our business, results of operations and financial condition would
be materially adversely affected if any one of the manufacturers were unable,
for any reason, to meet our delivery commitments or if a manufacturer were
unable to continue to produce a product being marketed and distributed by us.
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FOREIGN SUPPLY MAY HAVE MATERIAL ADVERSE IMPACT ON THE COMPANY
We are planning to buy supplies internationally. As of the present we intend to
purchase supplies from TRU Brands LLC, a US based company. In the future we are
planning to locate other suppliers located in Asia such as China or Thailand. We
believe that by purchasing supplies such as vitamins and herbs in Asia we can
reduce our costs. Currently we do not have any agreements or supply contracts
with any foreign supplier. The foreign supply is subject to a number of risks,
including transportation delays and interruptions, political and economic
disruptions, the imposition of tariffs and import and export controls and
changes in governmental policies. Because the supply may be from countries which
have or are experiencing political instability and/or insurrection, it is
possible that activity by these governments may significantly impede the supply.
Any such impediment could have a material adverse impact on the Company.
FOREIGN CURRENCY AND FOREIGN EXCHANGE REGULATION MAY HAVE MATERIAL ADVERSE
IMPACT ON THE COMPANY
Our Company will purchase supply from the foreign companies. Our Company may be
required to accomplish such purchases through the use of foreign currencies. As
a result, fluctuations in exchange rates of the United States dollar against
foreign currencies could adversely affect the Company's results of operations.
The Company may attempt to limit its exposure to the risk of currency
fluctuations by purchasing forward exchange contracts which could expose the
Company to substantial risk of loss. In such a transaction, the Company would
purchase a predetermined amount of foreign currency to ensure that the Company
in the future will own a known amount of such currency to pay for goods at a
predetermined cost. The Company believes that the use of such transactions will
successfully allow the Company to better determine costs involved in its
operations, and thus better manage currency fluctuations. There can be no
assurance that the Company will in the future successfully manage its exposure
to currency fluctuations or that such fluctuations will not have a material
adverse effect on the Company.
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, YOU WILL LOSE YOUR
INVESTMENT.
Your funds will not be placed in an escrow or trust account. 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 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. If that happens, you will lose your investment
and your funds will be used to pay creditors.
OUR BUSINESS IS SENSITIVE TO PUBLIC PERCEPTION. IF ANY PRODUCT PROVES TO BE
HARMFUL TO CONSUMERS OR IF SCIENTIFIC STUDIES PROVIDE UNFAVORABLE FINDINGS
REGARDING THEIR SAFETY OR EFFECTIVENESS, THEN OUR IMAGE IN THE MARKETPLACE WOULD
BE NEGATIVELY IMPACTED.
Our results of operations may be significantly affected by the public's
perception of our Company and similar companies. Our products will not be
approved by the FDA and will not be endorsed by any organization searching for
cures for the diseases. Although the naturally occurring chemically unaltered
products are not required to be approved by the FDA, many consumers only
purchase FDA approved products. In addition, our business could be adversely
affected if any of our future products or similar products distributed by other
companies proves to be harmful to consumers or if scientific studies provide
unfavorable findings regarding the safety or effectiveness of products. Our
products will contain vitamins, minerals, extracts from herbs and other
ingredients that we regard as safe when taken as directed by us. While quality
control testing is conducted on the ingredients in such products, we will highly
dependent upon consumers' perception of the overall integrity of the dietary
supplements business. If our future products will suffer from negative consumer
perception, it is likely our sales will slow and we will have difficultly
generating revenues.
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WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THE 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. We must raise additional capital in order for our business plan
to succeed. Our most likely source of additional capital will be through the
sale of additional shares of common stock. 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.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE CANNOT BE CERTAIN IF THE REDUCED
DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR
COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We are an "emerging growth company," as defined in the Jumpstart our Business
Startups Act of 2012, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies,
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. We cannot predict if
investors will find our common stock less attractive because we will 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.
Under the Jumpstart Our Business Startups Act, "emerging growth companies" can
delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have irrevocably elected not to avail
ourselves to this exemption from new or revised accounting standards and,
therefore, we will be subject to the same new or revised accounting standards as
other public companies that are not "emerging growth companies."
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1
billion in total annual gross revenues, which amount is adjusted for
inflation every five years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period,
issued more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated
filer', as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto."
IF THE PRODUCTS WE SELL DO NOT HAVE THE HEALTHFUL EFFECTS INTENDED, OUR BUSINESS
MAY SUFFER.
In general, our products will consist of food, nutritional supplements which are
classified in the United States as "dietary supplements" which do not currently
require approval from the FDA or other regulatory agencies prior to sale.
Although many of the ingredients in such products will be vitamins, minerals,
herbs and other substances for which there is a long history of human
consumption, they will contain innovative ingredients or combinations of
ingredients. Although we believe all of such products and the combinations of
ingredients in them are safe when taken as directed by the Company, there is
little long-term experience with human or other animal consumption of certain of
these ingredients or combinations thereof in concentrated form. The products
9
could have certain side effects if not taken as directed or if taken by a
consumer that has certain medical conditions. Furthermore, there can be no
assurance that any of the products, even when used as directed, will have the
effects intended or will not have harmful side effects.
Our dietary supplements may contain one or more of the following dietary
ingredients: a vitamin, a mineral, an herb or other botanical, an amino acid, a
dietary substance for use by humans to supplement the diet by increasing the
total dietary intake and a concentrate, metabolite, constituent, extract, or
combination of any of the above ingredients. In a multivitamin we may use
example all the vitamins such as Vitamin A, B1, B2, B6, B12, C, D, E, etc.
WE MAY FACE COSTLY PRODUCT LIABILITY AND OTHER LEGAL CLAIMS BY CONSUMERS.
The products we will carry are particularly susceptible to product liability
claims. Any claim of product liability by a consumer against us, regardless of
merit, could be costly financially and could divert the attention of our sole
Director Mr.Semenets. It could also create negative publicity, which would harm
our business. Like other distributors and manufacturers of products that are
ingested, we may face an inherent risk of exposure to product liability claims
in the event that the use of the products that we sell results in injury. We may
be subject to various product liability claims, including claims that the
products we sell contain contaminants, are improperly labeled or include
inadequate instructions as to use or inadequate warnings concerning side effects
and interactions with other substances. We can not predict whether product
liability claims will be brought against us in the future or the effect of any
resulting adverse publicity on our business. Moreover, we may not have adequate
resources in the event of a successful claim against us. We do not have formal
indemnification arrangements with the third-party vendors from which we source
our products.
Although ingredients in our products are vitamins, minerals, herbs and other
substances for which there is a long history of human consumption, some of our
products contain innovative ingredients or combinations of ingredients. There is
little long-term experience with human consumption of some of these innovative
product ingredients or combinations in concentrated form. In addition,
interactions of these products with other similar products, prescription
medicines and over-the-counter drugs have not been fully explored.
Because we will be dealing with large numbers of end users, we will have a
significant level of legal exposure due to this volume of customer
relationships. The most serious area of exposure will be in relation to product
advertising claims and the product quality. People may purchase products from us
expecting certain physical results, unique to nutritional products. If they do
not perceive the results to be in accordance with the claims made on the
packaging or on our Web site, certain individuals or groups of individuals may
seek monetary retribution.
COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS
The market for the sale of dietary supplements is highly competitive. There are
numerous companies in the industry selling dietary products online. Most of
these companies are privately held and we are unable to precisely assess the
size of its competitors. Our future competitors are substantially larger than
our company and have greater financial resources than we have. The principal
competitive factors affecting the market for the Company's products include
product quality, packaging, brand recognition, price and distribution
capabilities. There can be no assurance that the Green Supplements Online Inc.
will be able to compete successfully against future competitors based on these
and other factors. The Company will compete with a variety of domestic and
international suppliers of dietary supplement products, many of whom have
substantially greater financial, distribution and marketing resources and have
achieved a high level of brand recognition. Increased competition could result
in price reductions, reduced profit margins and loss of market share, all of
which would have a material adverse effect on the Company's business, financial
condition and results of operations.
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The principal competitors in the health nutrition distribution channel that we
will face: General Nutrition Centers (GNC) has 4,800 retail locations and also
runs a popular online store. iHerb offers a wide range of nutrition products.
The Vitamin Shoppe offers 20,000 different products in categories similar to
those offered by GNC.
We believe GNC, iHerb and Vitamins Shoppe products such as multivitamins,
minerals and dietary supply may be competitive with our future products.
MR. SEMENETS' LOCATION IN THAILAND MAY PRESENT RISKS
Mr. Semenets' location in Thailand may present risks and challenges to the
registrant as the company has no employees and Mr. Semenets intends that the
registrant will operate initially in North America. These circumstances may
create a challenge to the execution of the registrant's business plan including
dealing with issues of our vendors and managing our inventory.
OUR DIRECTOR IS RELATIVE INEXPERIENCE IN THE NUTRITION INDUSTRY
Mr. Semenets has little experience in the nutrition industry. He has only direct
experience working in this industry comprised less than two years and that he
has never worked in this industry in the United States.
RISKS ASSOCIATED WITH THIS OFFERING
OUR PRESIDENT, MR.SEMENETS DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
BEST-EFFORT OFFERING, AND OUR BEST EFFORT OFFERING DOES NOT REQUIRE A MINIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.
Mr.Semenets does not have any experience conducting a best-effort offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. 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. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
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 term "penny stock" generally refers to a security issued by a
very small company that trades at less than $5 per share.
The Exchange Act and such penny stock rules generally impose additional sales
practice and disclosure requirements on broker-dealers who sell our securities
to persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly
with spouse), or in transactions not recommended by the broker-dealer. For
transactions covered by the penny stock rules, a broker dealer must make certain
mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be
received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
WE PLAN TO SELL SHARES IN 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
11
guarantee that he will be able to sell any of 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.
DISADVANTAGES TO PURCHASERS BECAUSE OF THE LACK OF UNDERWRITER PARTICIPATION
No underwriter has been involved in the preparation of this Prospectus or
performed any review or independent due diligence of the contents of this
Prospectus. No underwriter had been involved in activities such as investigating
the company, verifying the accuracy of the disclosure and assisting the
registrant in setting the offering price.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board. Market
makers are not permitted to begin quotation of a security whose issuer does not
meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 day grace
period if they do not make their required filing during that time. We cannot
guarantee that our application will be accepted or approved and our stock listed
and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Green Supplements Online Inc. and anyone
acting on our behalf, with any market maker regarding participation in a future
trading market for our securities. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on a
public trading market, your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.
Factors such as announcements of new services by us or our competitors and
quarter-to-quarter variations in our results of operations, as well as market
conditions in our sector may have a significant impact on the market price of
our shares. Further, the stock market has experienced extreme volatility that
has particularly affected the market prices of the stock of many companies and
such volatility may be unrelated or disproportionate to the operating
performance of those companies.
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.
Vyacheslav Semenets, our Chairman, has verbally agreed to loan the company funds
to complete the registration process. 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.
We plan to contact a market maker immediately following the close of the
offering and apply to have the shares quoted on the OTCBB. To be eligible for
quotation, issuers must remain current in their filings with the SEC. In order
for us to remain in compliance we will require future revenues to cover the cost
of these filings, which could comprise a substantial portion of our available
cash resources. The costs associated with being a publicly traded company in the
next 12 month will be approximately $9,500. If we are unable to generate
sufficient revenues to remain in compliance it may be difficult for you to
resell any shares you may purchase, if at all. Also, if we are not able to pay
the expenses associated with our reporting obligations we will not be able to
apply for quotation on the OTCBB.
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Our sole officer and director Mr. Semenets may loan to company in order to
complete the registration process up to $25,000. He has no formal commitment,
arrangement or legal obligation to make any such loan.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Vyacheslav Semenets, our sole
officer and director has no experience managing a public company which is
required to establish and maintain disclosure controls and procedures and
internal control over financial reporting. As a result, we may not be able to
operate successfully as a public company, even if our operations are successful.
We plan to comply with all of the various rules and regulations, which are
required for a public company. However, if we cannot operate successfully as a
public company, your investment may be materially adversely affected. Our
inability to operate as a public company could be the basis of losing your
entire investment in us.
WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
If we become registered with the SEC, 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 formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, 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 ARE CURRENTLY CONSIDERED A "SHELL COMPANY"
Because we are currently considered a "shell company" within the meaning or Rule
12b-2 pursuant to the Securities Exchange Act of 1934, the ability of holders of
our common stock to sell their shares may be limited by applicable regulations.
We are, currently, considered a "shell company" within the meaning of Rule 12b-2
pursuant to the Securities Exchange Act of 1934 and Rule 405 pursuant to the
Securities Act of 1933, in that we currently have nominal operations and nominal
13
assets other than cash. Accordingly, the ability of holders of our common stock
to sell their shares may be limited by applicable regulations.
As a result of our classification as a "shell company", our investors are not
allowed to rely on the "safe harbor" provisions of Rule 144 promulgated pursuant
to the Securities Act of 1933 so as not to be considered underwriters in
connection with the sale of our securities until one year from the date that we
cease to be a "shell company." Additionally, as a result of our classification
as a shell company:
* Investors should consider shares of our common stock to be
significantly risky and illiquid investments
* We may not register our securities on Form S-8 (an abbreviated form of
registration statement)
* Our ability to attract additional funding to sustain our operations
may be limited significantly
We can provide no assurance or guarantee that we will cease to be a "shell
company" and, accordingly, we can provide no assurance or guarantee that there
will be a liquid market for our shares. Accordingly, investors may not be able
to sell our shares and lose their investments in the Company.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
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 $0.02. The following table sets forth the uses of proceeds assuming the
sale 100%, 75%, 50% and 25% respectively, of the securities offered for sale by
the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
$100,000 $75,000 $50,000 $25,000
-------- ------- ------- -------
Yearly ongoing legal and
professional fees $ 9,000 $ 9,000 $ 9,000 $ 9,000
Net proceeds $91,000 $66,000 $41,000 $16,000
The net proceed will be used:
Office equipment $ 1,000 $ 1,000 $ 1,000 $ 500
Search engine optimization(SEO) $12,000 $12,000 $12,000 $ 4,000
Printing materials $ 4,000 $ 3,000 $ 2,000 $ 500
Newspapers advertising $ 4,000 $ 3,000 $ 2,000 $ 500
Inventory $49,000 $32,000 $14,000 $ 3,000
Social network advertising $ 4,000 2,000 -- --
Website developing $ 5,000 5,000 5,000 5,000
Miscellaneous $12,000 8,000 5,000 2,500
The above figures represent only estimated costs. If necessary, Vyacheslav
Semenets, our sole officer and director, has verbally agreed to loan the company
funds to complete the registration process. Also, these loans would be necessary
if the proceeds from this offering will not be sufficient to implement our
business plan and maintain reporting status and quotation on the OTCBB.
Mr.Semenets will not be repaid from the proceeds of this offering. There is no
due date for the repayment of the funds advanced by Mr.Semenets. Mr.Semenets
will be repaid from revenues of operations if and when we generate revenues to
pay the obligation.
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DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business 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 $0.02 per share. This price is
significantly higher than the price paid by the Company's sole director and
officer for common equity on April 29, 2013. Vyacheslav Semenets, the Company's
sole officer and director, paid $.001 per share for the 6,000,000 shares of
common stock he purchased from the Company in April 2013.
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
Assuming completion of the offering, there will be up to 11,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
Funding Level $80,000 $60,000 $40,000 $20,000
------------- ------- ------- ------- -------
Offering price $0.02 $0.02 $0.02 $0.02
Net tangible book $0.001 $0.001 $0.001 $ .001
value per common
share before offering
Increase per common 0.009 0.007 0.006 0.003
share attributable to
investors
Pro forma net tangible 0.0096 0.0083 0.0066 0.0042
book value per
common share after
offering
Dilution to investors $0.0104 $0.0117 $0.0134 $0.0158
Dilution as a percentage
of offering price 52% 59% 67% 79%
Based on 6,000,000 common shares outstanding as of April 30, 2013 and total
stockholder's equity of $5,726 utilizing audited April 30, 2013 financial
statements.
Since inception, the officers, directors, promoters and affiliated persons have
paid an aggregate average price of $.001 per common share in comparison to the
offering price of $.02 per common share.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
As of April 30, 2013, our cash balance was $6,100. We may not be able to raise
sufficient funds from this offering to sustain our operations. Vyacheslav
Semenets, our Chairman, President, and Secretary, has informally agreed to
advance funds to allow us to pay for offering costs, filing fees, and
professional fees. Mr.Semenets, however, has no formal commitment, arrangement
or legal obligation to advance or loan funds to the company. We do not currently
have any arrangements for additional financing. Our principal executive offices
are located at 112 N. Curry Street, Carson City NV 89703. Our phone number is
(702) 425-5072
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
expand operations but we cannot guarantee that once we expand operations we will
stay in business after doing so. If we are unable to successfully find customers
we may quickly use up the proceeds from this offering and will need to find
alternative sources. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely.
After the effectiveness of our registration statement by the Securities and
Exchange Commissions, we intend to concentrate our efforts on raising capital.
During this period, our operations will be limited due to the limited amount of
funds on hand. Our plan of operations following the completion is as follows:
OFFICE EQUIPMENT.
Period: 1st - 2nd months.
The steps in this milestone are as follows:
We will buy office equipment: computers, office table, chair. We plan to spend
$500-$1,000.
We plan to start to search reasonably priced contractor for developing our
website.
COMPANY WEBSITE.
Period: 3rd - 4th months
The steps in this milestone are as follows:
We will hire a contractor to develop our website. We plan to spend $5,000 on web
site development.
SEO
Period: 5th - 6th months.
The steps in this milestone are as follows:
We will hire contractors for SEO (search engine optimizer). We plan to spend
$500-$1,500 monthly.
INVENTORY
Period: 7th - 8th months
We plan to buy inventory of nutrition products. Depending on the amount of money
we have available, we plan to purchase $3,000-$48,500 worth of inventory.
ADVERTISING
Period: 9th-10th month
We plan to print advertising materials: brochures, flyers. We plan to spend
approximately $500-$4,000.
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ADVERTISING.
Period: 11th -12th months.
Advertise in newspapers and radio. $500-$4,000.
Social media advertising .If we raised at least 75% in this offering we are
going to spend on social media advertising $2,000-4,000.
We are going to hire sales person to promote our products on contract base.
Miscellaneous expenses will be $2,000 - $12,000. (Will include travel expenses,
long distance calls charge etc.)
To implement our plan of operations we require a minimum of $25,000 for the next
twelve months as described in our Plan of Operations. Being a development stage
company, we have very limited operating history. After twelve months period we
may need additional financing. We do not currently have any arrangements for
additional financing.
Vyacheslav Semenets, our president will be devoting approximately 50% of his
business time to our operations. Once we expand operations, and are able to
attract more customers to purchase our product, Vyacheslav Semenets has agreed
to commit more time as required. Because Vyacheslav Semenets 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.
AGREEMENT WITH GREEN MEDICINE INC.
Green Medicine Inc. will be the Distributer for the Company. Green Medicine Inc.
will not be our manufacturer. The Distributer will sell our line of nutrition
products.
The agreement is valid for a period of 12 months (10th day June 2013 to 10th day
June 2014). The Company has an option to extend the terms for an additional 12
months on the same terms and condition. As full compensation for the
distributor's performance under the agreement, the Distributer will get discount
in the amount of 30% from the prices advertised on Company web site.
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; NEED FOR ADDITIONAL CAPITAL
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.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FROM INCEPTION ON JANUARY 10, 2013 TO APRIL 30, 2013
During the period we incorporated the company, prepared a business plan and
executed service contracts. Our loss since inception is $274. From inception on
January 10, 2013 till now we incorporated the company, prepared a business plan
and executed an agreement with Green Medicine Inc. We purchased a website domain
www.greensupplementsonline.com and prepared to launched this website. To date we
expended $280 on the above business activities. Additionally we have spent
$5,500 on professional fees such as legal fees and accounting fees.
17
We have not meaningfully commenced our proposed business operations and will not
do so until we have completed this offering and raised sufficient funding.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2013, the Company had $6,100 cash and our liabilities were $374,
comprising $374 owed to Vyacheslav Semenets, our sole officer and director. The
available capital reserves of the Company are not sufficient for the Company to
remain operational.
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.
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.
As of the date of this registration statement, the current funds available to
the Company should be sufficient to continue maintaining our reporting status
until we raise funds from this offering. In case raising funds will take longer
than planned, or our short term expenses exceed our expectations, the company's
sole officer and director, Vyacheslav Semenets, has indicated that he may be
willing to provide funds required to maintain the reporting status in the form
of a non-secured loan until minimum required proceeds are obtained by the
Company. However, there is no contract in place or written agreement securing
this agreement. 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, your investment previously made may be lost in its entirety.
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
will be approximately $9,000.
Management believes that the net proceeds, assuming a minimum of $25,000 is
raised (provided that we are not required to raise any minimum amount of funding
in the offering), will be sufficient to implement our initial plan of operations
in the 12 months period. However, after one year we may need to raise additional
financing.
We will be highly dependent upon the success of future private offerings of
equity or debt securities, as described herein. Therefore, the failure thereof
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.
We will have to meet all the financial disclosure and reporting requirements
associated with being a publicly reporting company. The Company's management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.
18
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
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
Green Supplements Online Inc. accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Under Statement 109, a liability method is used whereby deferred tax
assets and liabilities are determined based on temporary differences between
basis used of financial reporting and income tax reporting purposes. Income
taxes are provided based on tax rates in effect at the time such temporary
differences are expected to reverse. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not, that the Company will
not realize the tax assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, "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.
DESCRIPTION OF BUSINESS
Green Supplements Online Inc. was incorporated on January 10, 2013 and intends
to begin operations in the nutritional and dietary supply business.
Our business model is to buy nutrition and dietary products from different
manufacturers and resell those products under our private-label. We plan to
contract with one or more non-affiliated contract manufacturers. Our source of
revenue from operating will be reselling nutrition and dietary supply products.
Green Supplements Online Inc. will not own any manufacturing facilities. The
line of nutrition and dietary products" that we intend to market will be
standard non-proprietary supplements and other products that contain our label.
In May of 2013, TRU Brands LLC, Malibu CA ,has informally agreed to manufacture
and label our products. TRU Brands does not have any obligations to us and we
have not set a compensation amount to date. TRU Brands can refuse their offer to
manufacture and label our product at any time and we will be forced to look for
19
another manufacturer. We will market those products as " Green Supplements
Online Inc." products. Our products will be marketed directly by us to consumers
on a retail basis. These products will be ordered by us from TRU Brands LLC on
an as-needed basis, with no minimum or maximum quantity requirements. There is
no affiliation between us and TRU Brands LLC,. TRU Brands LLC may in the future
sell similar products or formulations to other third-parties, including
wholesalers and retailers.
TRU Brands LLC is located Malibu, California. Since 2002 this company has been
in the business Brand Creation, Design, Production and Management of nutrition
products. Martin Brandt is the owner of TRU Brands. Marty is a founding partner
and the chief architect of TrueBrand's methodology for brand-led change. He is
co-author of "PowerBranding: Building Technology Brands for Competitive
Advantage", published by IDG. He also developed the comprehensive Total Brand
Management(TM) approach to branding. We have located TRU Brands LLC using goggle
Internet search.
Manufacturing, warehouse, fulfillment and shipping services will be provided by
our contract manufacturer as these costs will be included in the unit-price of
the products we will be purchasing from the contract manufacturer. We have no
contracts or other written agreements in place with TRU Brands LLC or any other
party.
We have engaged Green Medicine Inc. to distribute our future products product.
The Green Medicine Inc was incorporated in 2012 and located in Henderson Nevada.
Romans Blazevics is director of Green Medicine Inc. He has been inlvolved in
online sales of nutrition for more than 5 years. Our director Vyacheslav
Semenets has known Green Medicine Inc.'s director Romans Blazevics personally.
There is no other affiliation between Green Medicine Inc. and the issuer.
PRODUCT
Nutrition and dietary supplements are non-drug and non-hormone based products
that can be consumed orally in the form of pills, powders, liquids or
intravenously by injection. Their function is to supplement the diet, affording
consumers added nutritional value to maximize the amount of beneficial elements
in their diet, including amino and fatty acids, vitamins, minerals and fiber.
MARKET OVERVIEW
The Nutrition Business Journal (NBJ) forecasted the global nutrition market
would exceed $400 billion by 2014 in its Global Nutrition Report. The rise and
acceptance of alternative medicine has greatly contributed to increased sales of
nutritional supplements. Because the market for these products represents a
rapidly evolving industry, one that is growing at a nearly double-digit rate, it
is anticipated that sales will increase for the foreseeable future.
Asia Pacific and North America are the dominant regions for sales of vitamins
and supplements, simply because of the vast spending coming from the world's
major markets--the United States and Japan-- which heavily influence the global
pattern. Major spenders outside of these markets include Norway, Singapore,
Taiwan, South Korea and Australia. The trend in the US toward preventive
medicine in response to rising healthcare costs has been an underlying driver
for this industry. There has been a heightened awareness and understanding of
preventive medicine and the connection between vitamins and health amongst the
general public, health care professionals, employers, government agencies, and
managed care organizations. Issues regarding preventive care and the benefits of
vitamins and dietary supplements have received widespread media coverage.
COMPETITION
The market for nutrition supply is highly competitive. This market includes
manufacturers, distributors and retailers. Numerous manufacturers and
distributors will compete with us. Our competitors are substantially larger and
more experienced than us and have longer operating histories, and have
materially greater financial and other resources than us.
20
We are going to be committed to the highest standards and we believe there is no
compromise when it comes to the value of customer health! That's why it's our
mission will be to help those who want to look, feel and become healthy. We will
care about our customers. If for any reason our customers are not satisfied with
any of our products, we will offer a full money-back guarantee
The principal competition in the health nutrition distribution channel that we
will face comes from a limited number of large nationally known manufacturers
and many small online retailers of dietary supplements. General Nutrition
Centers (GNC) is a highly successful retailer in the nutrition and supplements
market. GNC has 4,800 retail locations. GNC also runs a popular online store.
iHerb is GNCs main competitors in the online retail space . According to the
popular traffic-ranking website Alexa, which ranks websites based on the amount
of traffic it receives, the GNC website has a rank of 7,262, while the iHerb
website has the better rank of 6,184. It offers a wide range of products,
including a few product categories, such as cleaning supplies that GNC does not.
The Vitamin Shoppe is another popular chain retailer that competes with GNC
nationally. It has over 400 stores in 37 different states. It offers 20,000
different products in categories similar to those offered by GNC. It also has a
popular website that sells its products, but it is not nearly as popular as the
GNC website.
MARKETING
We plan to market our products mainly at North America market.
We plan to use multiple distribution channels for our product, but we will
initially focus on direct sales online as we get started. Once we build a
reputation and customer base, it will be easier to attract distributors eager to
represent our product line. Direct sales are less costly and will help us find
your target customer while we test the marketplace. We then plan to hire sales
personnel to promote our products on contract base.
We will also set up a Facebook page and Twitter account for our products . We
will also contact bloggers and people who post videos healthy products and offer
to send them free samples in return for reviews. We will use
www.SproutSocial.com and www.Solve360.com to manage our social media efforts.
SELLING OUR PRODUCTS
* Will create our own web site and sell product via web site.
* Will be selling wholesale to companies/spas/gyms.
* Will be selling to health food stores, specialty stores
We think that we will be able to compete with other nutritional supplement
businesses because we believe that our products will have superior health
benefits. Our president Vyacheslav Semenets has more than 6 years of experience
in nutritional supply business. We will rely on his knowledge, expertise and
established business connection in nutritional business.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We have no employees other than our sole officer and director, Vyacheslav
Semenets who currently devotes approximately twenty hours per week to company
matters
OFFICES
Our business office is located at 112 N. Curry Street, Carson City NV 89703. Our
Carson City address was provided to us by our resident agent as a part of their
incorporation services. Our telephone number is (702) 605-4287. Upon the
completion of our offering, and funding permitting, we intend to establish an
office elsewhere. As of the date of this prospectus, we have not sought or
selected a new office sight.
21
GOVERNMENT REGULATION
In the United States, we are subject to compliance with laws, governmental
regulations, administrative determinations, court decisions and similar
constraints. Although our products are not deemed to be drugs, they are deemed
to be dietary supplements and therefore are subject to all regulations regarding
products and dietary supplements ingested by consumers. The manufacturing,
processing, formulation, packaging, labeling and advertising of the Green
Supplements Online Inc. products may be subject to regulation by one or more
federal agencies, including the United States Food and Drug Administration
("FDA"), the Federal Trade Commission ("FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture, the United States
Postal Service, the United States Environmental Protection Agency and the
Occupational Safety and Health Administration. These activities are also
regulated by various agencies of the states and localities in which the company
products will be sold. In particular, the FDA regulates the safety, labeling and
distribution of dietary supplements, including vitamins, minerals and herbs,
food additives, food supplements, OTC and prescription drugs and cosmetics. The
regulations that are promulgated by the FDA relating to the manufacturing
process are known as Current Good Manufacturing Practices ("CGMPs"), and are
different for drug and food products. In addition, the FTC has overlapping
jurisdiction with the FDA to regulate the labeling, promotion and advertising of
vitamins, OTC drugs, cosmetics and foods.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Vyacheslav Semenets 38 President, Secretary, Treasurer
112 N. Curry Street, and Director
Carson City NV 89703
Vyacheslav Semenets has acted as our President, Secretary, Treasurer and sole
Director since our incorporation on January 10, 2013. February 2012 to present,
Vyacheslav Semenets devoted his time to researching nutrition industry. He
researched information in books and on internet. He also traveled to different
Asian country to study nutrition business there.
Mr. Sements graduated from Novosibirsk State University of Economics and
Management, Novosibirsk, Russia in June 2010 (Mr. Sements attended full time
studies from 2006 to 2010). He has earned a Master's degree (qualification:
management). He has earned a Master's degree (qualification: management). From
August 2010 to February 2012 Vyacheslav Semenets worked as Sales manager at
"ABC" nutrition store in Novosibirsk, Russia. His responsibilities were to
research and call potential customers. He was responsible for sales processes
and for the financial side of the business including invoicing, discounts and
staff commissions.
Mr. Semenets the remainder of his business time commits to researching other
business opportunities unrelated to our business. At the present, Mr. Semenets
is not actively involved in any other business than the business of our
registrant. Once we expand operations, and are able to attract more merchants
and customers, Vyacheslav Semenets agreed to commit more time as required.
Because Vyacheslav Semenets 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.
22
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 Mr. Semenets and hold
office until removed by him or until their resignation.
INDEPENDENCE OF DIRECTORS
We are not required to have independent members of our Board of Directors, and
do not anticipate having independent Directors until such time as we are
required to do so.
COMMITTEES OF THE BOARD
Our Company currently does not have nominating, compensation or audit committees
or committees performing similar functions, nor does our Company have a written
nominating, compensation or audit committee charter. Our Directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the sole director.
Our Company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for Directors. The sole
director believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our Company does not currently have
any specific or minimum criteria for the election of nominees to the sole
director and we do not have any specific process or procedure for evaluating
such nominees. The sole director, will assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.
A shareholder who wishes to communicate with our sole director may do so by
directing a written request addressed to our president and director, at the
address appearing on the first page of this prospectus.
CORPORATE GOVERNANCE
The Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company's employees, officers and Directors
as the Company is not required to do so.
In lieu of an Audit Committee, the Company's sole director is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company's
independent public accountants. The sole director reviews the Company's internal
accounting controls, practices and policies.
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 January 10, 2013 until April 30, 2013:
23
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Vyacheslav January -0- -0- -0- -0- -0- -0- -0- -0-
Semenets, 10, 2013
President, until
Treasurer and April
Secretary 30, 2013
There are no current employment agreements between the company and its officers.
Mr.Semenets currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
OUTSTANDING EQUITY AWARDS SINCE INCEPTION
Option Awards Stock Awards
------------------------------------------------------------- ---------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options(#) Options(#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options(#) Price($) Date Vested(#) Vested($) Vested($) Vested($)
---- ----------- ------------- ---------- -------- ---- --------- --------- --------- ---------
Vyacheslav 0 0 0 0 0 0 0 0 0
Semenets
LONG-TERM INCENTIVE PLANS
We currently have no long-term incentive plans.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 29, 2013, we issued a total of 6,000,000 shares of restricted common
stock to Vyacheslav Semenets, our sole officer and director in consideration of
$6,000.
24
Further, Mr.Semenets has advanced funds to us. As of April 30, 2013 Mr.Semenets
advanced us $374. Mr.Semenets will not be repaid from the proceeds of this
offering. There is no due date for the repayment of the funds advanced by
Mr.Semenets. Mr.Semenets will be repaid from revenues of operations if and when
we generate revenues to pay the obligation. There is no assurance that we will
ever generate revenues from our operations. The obligation to Mr.Semenets does
not bear interest. There is no written agreement evidencing the advancement of
funds by Mr.Semenets or the repayment of the funds to Mr.Semenets. The entire
transaction was oral.
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 June __, 2013 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.
Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership Percentage
----- ---------------- -------------------- ----------
Common Stock Vyacheslav Semenets 6,000,000 shares of 100%
112 N. CURRY STREET, common stock
CARSON CITY NV 89703
(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 August 30, 2013.
As of August 30, 2013 there were 6,000,000 shares of our common stock issued and
outstanding.
PLAN OF DISTRIBUTION
Green Supplements Online Inc. 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 5,000,000 shares of its common stock for sale at the price of
$0.02 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, Vyacheslav
Semenets 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.Semenets is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Mr.Semenets 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.Semenets 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.Semenets will continue to primarily perform substantial duties
25
for the Company or on its behalf otherwise than in connection with transactions
in securities. Mr.Semenets 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).
Green Supplements Online Inc will receive all proceeds from the sale of the
5,000,000 shares being offered. The price per share is fixed at $0.02 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 $0.02
until a market develops for the stock.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, 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 $0.02 per share.
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 Green Supplements Online Inc. 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.
Green Supplements Online Inc. 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 $9,000.
The shares of common stock being offered by us have not been registered for sale
under the securities laws of any state as of the date of this prospectus.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of April 30, 2013, there were 6,000,000 shares of our
common stock issued and outstanding those were held by one registered
stockholder of record, our sole officer and Director.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock.
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 stock
holders may vote. Please refer to the Company's Articles of Incorporation,
Bylaws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
26
PREFERRED STOCK
We do not have an authorized class of preferred stock.
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.
ANTI-TAKEOVER LAW
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over
the acquisition of a controlling interest in certain Nevada corporations unless
the articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the state of Nevada and that have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the
State of Nevada; and does business in the State of Nevada directly or through an
affiliated corporation. Because of these conditions, the statute currently does
not apply to our company.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate making
an application for trading of our common stock on the OTCBB upon the
effectiveness of the registration statement of which this prospectus forms a
part. We can provide no assurance that our shares will be traded on the bulletin
board, or if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the
Commission, that: (a) contains a description of the nature and level of risk in
the market for penny stocks in both public offerings and secondary trading;(b)
contains a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a violation to
27
such duties or other requirements of Securities' laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices
for penny stocks and the significance of the spread between the bid and ask
price;(d) contains a toll-free telephone number for inquiries on disciplinary
actions;(e) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and;(f) contains such other information and
is in such form, including language, type, size and format, as the Commission
shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with; (a) bid and offer quotations for the penny
stock;(b) the compensation of the broker-dealer and its salesperson in the
transaction;(c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) a monthly account statements showing the market value of
each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, because our common stock is subject to the penny
stock rules, stockholders may have difficulty selling those securities.
HOLDERS OF OUR COMMON STOCK
Currently, we have one (1) holder of record of our common stock.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business, or;
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Bylaws 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.
28
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 exceeding $50,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Green
Supplements Online Inc. or any of its parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director, officer, or
employee.
EXPERTS
The validity of the issuance of the shares of common stock offered by us has
been passed upon by Cane Clark, LLP. KLJ and Associates, LLP our independent
registered public accounting firm, 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. KLJ and Associates, LLP 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 of
1934, as amended. You may read and copy any reports, statements or other
information we file at 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.
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.
FINANCIAL STATEMENTS
Our fiscal year end is April 30. We will provide audited financial statements to
our stockholders on an annual basis; the statements will be prepared by us and
audited by KLJ and Associates, LLP.
Our financial statements from inception to April 30, 2013, immediately follow:
29
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-1
Financial Statements
Balance Sheet - April 30, 2013 F-2
Statement of Operations - January 10, 2013 (inception)
through April 30, 2013 F-3
Statement of Stockholders' Equity (Deficit) - January 10, 2013
(inception) through April 30, 2013 F-4
Statement of Cash Flows - January 10, 2013 (inception) through
April 30, 2013 F-5
Notes to Financial Statements F-6
30
[KLJ & ASSOCIATES, LLP LOGO]
INDEPENDENT ACCOUNTANTS' AUDIT REPORT
To the Board of Directors and
Stockholders of Green Supplements Online, Inc.
We have audited the accompanying balance sheets of Green Supplements Online,
Inc. as of April 30, 2013, and the related statements of operations,
stockholders' equity, and cash flows for the period January 10, 2013 (inception)
through April 30, 2013 Green Supplements Online, Inc.'s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits 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 Green Supplements Online, Inc.
as of April 30, 2013 and the results of its operations and its cash flows for
the period from January 10, 2013 (inception) through April 30, 2013 in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company had accumulated deficit of $274 as of April
30, 2013, which raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 7. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ KLJ & Associates, LLP
------------------------------------
KLJ & Associates, LLP
St. Louis Park, MN
July 9, 2013
F-1
GREEN SUPPLEMENTS ONLINE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF APRIL 30, 2013
April 30, 2013
--------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,100
-------
Total Current Assets 6,100
-------
Total Assets $ 6,100
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan from director 374
-------
Total Liabilities 374
-------
STOCKHOLDERS' EQUITY
Common Stock, par value $0.001; 75,000,000 shares authorized,
6,000,000 shares issued and outstanding 6,000
Additional paid-in capital --
Deficit accumulated during the development stage (274)
-------
TOTAL STOCKHOLDERS' EQUITY 5,726
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,100
=======
The accompanying notes are an integral part of these financial statements.
F-2
GREEN SUPPLEMENTS ONLINE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 10, 2013 (INCEPTION)
TO APRIL 30, 2013
For the period from
January 10, 2013
(inception) to
April 30, 2013
--------------
REVENUES $ --
----------
OPERATING EXPENSES
Business License and Permits 274
----------
TOTAL OPERATING EXPENSES 274
----------
NET LOSS FROM OPERATIONS (274)
----------
PROVISION FOR INCOME TAXES --
----------
NET LOSS $ (274)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ --
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 6,000,000
==========
The accompanying notes are an integral part of these financial statements.
F-3
GREEN SUPPLEMENTS ONLINE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 10, 2013 (INCEPTION)
TO APRIL 30, 2013
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
INCEPTION -
January 10, 2013 -- $ -- $ -- $ -- $ --
Shares issued for cash at 6,000,000 6,000 -- -- 6,000
$0.001 per share
Net loss for the period
January 10, 2013 (Inception)
through April 30, 2013 -- -- -- (274) (274)
--------- -------- -------- -------- --------
BALANCE -
April 30, 2013 6,000,000 $ 6,000 $ -- $ (274) $ 5,726
========= ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
GREEN SUPPLEMENTS ONLINE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 10, 2013 (INCEPTION)
TO APRIL 30, 2013
For the period from
January 10, 2013
(inception) to
April 30, 2013
--------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (274)
Adjustments to reconcile net income to net
cash provided by operating activities:
Changes in operating assets and liabilities:
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (274)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 6,000
Loans from director 374
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,374
--------
NET INCREASE IN CASH 6,100
Cash, beginning of period --
--------
CASH, END OF PERIOD $ 6,100
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
GREEN SUPPLEMENTS ONLINE, INC.
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2013
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Green Supplements Online Inc. is a development stage company registered in the
State of Nevada on January 10, 2013 formed to buy nutrition and dietary supply
from different manufacturers and resell under as "private-label" " Green
Supplements Online Inc." products. We will contract with one or more
non-affiliated contract manufacturers. Our source of revenue from operating will
be reselling nutrition and dietary supply products.
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 an April 30 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 $6,100 of cash
as of April 30, 2013.
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.
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 has no revenue to date. Revenue will be recorded when (1) the
customer accepts delivery of the product, title has been transferred, and the
Company has no significant obligations remaining to be performed; (2) a final
understanding as to specific nature and terms of the agreed upon transaction has
occurred; (3) Price is fixed and (4) 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.
F-6
GREEN SUPPLEMENTS ONLINE, INC.
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2013
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 April 30, 2013.
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
Green Supplements Online Inc. 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 - LOAN FROM DIRECTOR
On January 10, 2013, director loaned $274 to incorporate the company.
On March 28, 2013, a director loaned $100 to the Company to open bank account.
The loans are unsecured, non-interest bearing and due on demand.
The balance due to the director was $374 as of April 30, 2013.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On March 13, 2013, 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 April
30, 2013.
NOTE 5 - 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.
On June 10, 2013 the Company entered into a Nonexclusive Distributors agreement
with Green Medicine Inc. The agreement calls for the Company to pay Green
Medicine Inc. a 30% commission on items sold. The agreement is in effect for
twelve months and can be terminated at any time by giving a 30-day notice. The
Company has the option of extending the agreement under the same terms for an
additional twelve months.
F-7
GREEN SUPPLEMENTS ONLINE, INC.
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2013
NOTE 6 - INCOME TAXES
As of April 30, 2013, the Company had net operating loss carry forwards of
approximately $274 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:
April 30, 2013
--------------
Federal income tax benefit attributable to:
Current Operations $ 93
Less: valuation allowance (93)
--------
Net provision for Federal income taxes $ --
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
April 30, 2013
--------------
Deferred tax asset attributable to:
Net operating loss carryover $ 93
Less: valuation allowance (93)
--------
Net deferred tax asset $ --
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $274 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 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of April 30,
2013. 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 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to April 30, 2013 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-8
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
GREEN SUPPLEMENTS ONLINE INC
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 20___, 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 $ 13.64
Printing Expenses $ 93.03
Accounting Fees and Expenses $1,300.00
Auditor Fees and
Expenses $2,800.00
Legal Fees and Expenses $3,500.00
Transfer Agent Fees $1,800.00
---------
TOTAL $9,506.67
=========
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the governing Nevada statutes, director immunity from liability to a
company or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's articles of incorporation. Our
articles of incorporation do not contain any limiting language regarding
director immunity from liability. Excepted from this immunity are:
1. a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
2. a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
3. a transaction from which the director derived an improper personal
profit; and
4. willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
1. such indemnification is expressly required to be made by law;
2. the proceeding was authorized by our Board of Directors;
3. such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or;
4. such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer, of the company, or
is or was serving at the request of the company as a director or executive
officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefore, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under our bylaws or otherwise.
II-1
Our bylaws provide that no advance shall be made by us to an officer of the
company, except by reason of the fact that such officer is or was a director of
the company in which event this paragraph shall not apply, in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On April 29, 2013 Green Supplements Online
Inc. offered and sold 6,000,000 share of common stock to our sole officer and
director, Vyacheslav Semenets, for a purchase price of $0.001 per share, for
aggregate offering proceeds of $6,000. Green Supplements Online Inc. made the
offer and sale in reliance on the exemption from registration afforded by
Section 4(2) of 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 and no general solicitations were made to any person. Mr.Semenets
received "restricted securities."
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 and consent of Cane Clark, LLP re: the legality of the shares
being registered
10.1* Distributor Agreement
23.1* Consent of Cane Clark, LLP (included in Exhibit 5.1)
23.2 Consent of KLJ and Associates, LLP.
----------
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information 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) (ss.230.424(b) of
this chapter) 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.
II-2
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, 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.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our 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 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-3
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 Carson City, Nevada on August 30,
2013.
GREEN SUPPLEMENTS ONLINE INC
By: /s/ Vyacheslav Semenets
---------------------------------------
Name: Vyacheslav Semenets
Title: President, Treasurer and Secretary
(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.
Signature Title Date
--------- ----- ----
/s/ Vyacheslav Semenets President, Treasurer, Secretary August 30, 2013
---------------------------- and Director
Vyacheslav Semenets (Principal Executive, Financial
and Accounting Officer)
II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1* Articles of Incorporation of the Registrant 3.2 Bylaws of the Registrant
5.1* Opinion and consent of Cane Clark, LLP re: the legality of the shares
being registered
10.1* Distributor Agreement
23.1* Consent of Cane Clark, LLP (included in Exhibit 5.1)
23.2 Consent of KLJ and Associates, LLP.
----------
* Previously filed
