COFFEESMITHS COLLECTIVE, INC. - FORM S-1

Attached files

file	filename
EX-5.1 - LEGAL OPINION WITH CONSENT - COFFEESMITHS COLLECTIVE, INC.	fwfholdings_ex51.htm
EX-3.1 - ARTICLES OF INCORPORATION - COFFEESMITHS COLLECTIVE, INC.	fwfholdings_ex31.htm
EX-23.1 - CONSENT OF ACCOUNTANT - COFFEESMITHS COLLECTIVE, INC.	fwfholdings_ex231.htm
EX-3.3 - SUBSCRIPTION AGREEMENT - COFFEESMITHS COLLECTIVE, INC.	fwfholdings_ex33.htm
EX-3.2 - BY-LAWS - COFFEESMITHS COLLECTIVE, INC.	fwfholdings_ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FWF HOLDINGS INC.
(Exact name of registrant as specified in its charter)

NEVADA

2033

47-1405387

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Stiftstr 32, 20099 Hamburg, Germany

Telephone: (800) 873-0694

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

State Agent & Transfer Syndicate, Inc.

112 North Curry Street, Carson City, Nevada, 89703-4934

Telephone: (775) 882-1013

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

The proposed date of sale will be as soon as practical

after this Registration Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

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, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. 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 of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.001 per share		5,000,000	$	0.03	$	150,000	$	19.32
Total		5,000,000	$	0.03	$	150,000	$	19.32

(1) Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of computing the amount of the registration fee.

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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

Item	Page No.

SUMMARY		8
RISK FACTORS		9
FORWARD-LOOKING STATEMENTS		16
USE OF PROCEEDS		16
DETERMINATION OF OFFERING PRICE		17
DILUTION		17
PLAN OF DISTRIBUTION		19
DESCRIPTION OF SECURITIES TO BE REGISTERED		20
NEVADA ANTI-TAKEOVER LAWS		20
RULE 144 AND REGISTRATION AGREEMENTS		21
INTERESTS OF NAMED EXPERTS AND COUNSEL		21
DESCRIPTION OF BUSINESS		21
LEGAL PROCEEDINGS		25
FINANCIAL STATEMENTS		26
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		37
CHANGES IN AND DISAGREEENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		39
EXECUTIVE COMPENSATION		40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		43
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		43

Part II – INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	44
INDEMNIFICATION OF DIRECTORS AND OFFICERS		44
RECENT SALES OF UNREGISTERED SECURITIES		44
EHIBITS		45
UNDERTAKINGS		46
SIGNATURES		49

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SUBJECT TO COMPLETION

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement of which this prospectus forms a part is declared effective by the SEC. 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.

PROSPECTUS

FWF HOLDINGS INC.

a Nevada corporation

5,000,000 Shares of Common Stock

This is the initial offering of common stock of FWF Holdings Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of 5,000,000 shares of common stock at a fixed price of $0.03 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 and Chief Executive Officer, Nami Shams, will attempt to sell the shares. This prospectus will permit our President and Chief Executive Officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Shams will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 314-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.03 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus.

FWF Holdings Inc. is a development stage company and currently has no operations. The Company is an emerging growth company, but the company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to section 107(B) of the Jump Start Business Act of 2012. The purchase of the securities offered by this prospectus involves a high degree of risk. You should invest in our shares of common stock only if you can afford to lose your entire investment. Our independent registered public accountant has issued an audit opinion on FWF Holdings Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. You should carefully read and consider the section of this prospectus entitled “Risk Factors” beginning on page 9 before buying any shares of our common stock.

An emerging growth company could be capable of taking advantage of several exceptions, such as:

Say-On-Pay. Section 14A(e) of the Exchange Act has been amended to exempt emerging growth companies from the “say-on-pay”, “say-on-pay frequency” and “say-on-golden parachute” requirements that were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. After cessation of emerging growth company status, if an issuer was an emerging growth company for less than two years after its initial public offering date, it must hold a say-on-pay vote no later than the end of the three-year period beginning on the date it is no longer an emerging growth company. Any other company that has ceased to be an emerging growth company must hold a say-on-pay vote no later than the end of the one-year period beginning on the date it is no longer an emerging growth company. In addition, following cessation of emerging growth company status, a company will become subject to the say-on-pay-frequency and say-on-golden parachute provisions of Rule 14a-21 promulgated under the Exchange Act.

Pay-versus-Performance; Section 14(i) of the Exchange Act has been amended to exempt emerging growth companies from the pay versus-performance requirements that were enacted as part of the Dodd-Frank Act. The SEC has not yet finalized the regulations implementing the pay-versus-performance requirements of the Dodd-Frank Act.

CEO Pay Ratio Disclosure; Section 953(b)(1) of the Dodd-Frank Act has been amended to exempt emerging growth companies from the requirement to compare CEO compensation to the median of the annual total compensation of all employees of the issuer other than the CEO. The SEC has not yet finalized the regulations implementing the pay ratio disclosure requirements of the Dodd-Frank Act.

Compensation Disclosures; Emerging growth companies may comply with the less burdensome executive compensation disclosure requirements applicable to any issuer with a market value of less than $75 million of outstanding voting and nonvoting common equity held by non-affiliates. Currently these provisions are set forth in Item 402(l) through (r) of Regulation S-K as applicable to smaller reporting companies.

Financial Statement Requirements; Section 7 of the Securities Act has been revised to require that two years, rather than three years, of audited financial statements be included in any registration statement filed with the SEC by an emerging growth company. Similarly, an emerging growth company need only present its Management’s Discussion and Analysis of Financial Condition and Results of Operations for each period for which financial statements are presented rather than the periods required by Item 303 of Regulation S-K. Furthermore, an emerging growth company need not present selected financial data for any period prior to the earliest audited period presented in connection with its initial public offering. In addition, an emerging growth company need not comply with any new or revised financial accounting standard until such date that a company that is not an “issuer”, as defined in Section 2 of the Sarbanes Oxley Act of 2002 (generally, a nonpublic company), is required to comply with such new or revised accounting standard. Similar changes were also made to Section 13(a) of the Exchange Act.

Internal Control over Financial Reporting; Section 404(b) of Sarbanes-Oxley has been amended to exempt emerging growth companies from the requirement to obtain an attestation report on internal control over financial reporting from the issuer’s registered public accounting firm. Currently, this requirement is only applicable to “accelerated filers” and “large accelerated filers” as defined in Rule 12b-2 promulgated under the Exchange Act.

PCAOB Rules; The Public Company Accounting Oversight Board must exclude emerging growth companies from any rules it might adopt addressing mandatory audit firm rotation or requiring a supplement to the auditor’s report in which the auditor would provide additional information about the audit and the financial statements of the issuer (a so-called auditor discussion and analysis). No PCAOB rules adopted after the date of enactment of the JOBS Act will apply to an emerging growth company unless the SEC determines that the application of such rules is necessary or appropriate in the public interest, after considering the protection of investors and whether the action will promote efficiency, competition and capital formation.

We could also be entitled to exemptions under Section 14(a) and (b) of the Securities Exchange Act of 1934, as described below:

a. Solicitation of proxies in violation of rules and regulations:

It shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 12.

b. Giving or refraining from giving proxy in respect of any security carried for account of customer:

1.	It shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this title, or any bank, association, or other entity that exercises fiduciary powers, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 12, or any security issued by an investment company registered under the Investment Company Act of 1940, and carried for the account of a customer.

2.	With respect to banks, the rules and regulations prescribed by the Commission under paragraph (1) shall not require the disclosure of the names of beneficial owners of securities in an account held by the bank on December 28, 1985, unless the beneficial owner consents to the disclosure. The provisions of this paragraph shall not apply in the case of a bank which the Commission finds has not made a good faith effort to obtain such consent from such beneficial owners.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not have a market maker who has agreed to file such an 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.

Since becoming incorporated, FWF Holdings Inc. has not been involved in any mergers, acquisitions or consolidations nor has the Company any plans nor do any of its stockholders have any plans to merge into an operating company, to enter into a change of control or similar transaction or to change our management. Neither management nor the Company’s shareholders have plans or intentions to be acquired.”

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

The date of this prospectus is ______, 2014.

__________

In this prospectus, unless otherwise specified references to “the Company”, “our Company”, “we”, “us” or “our” mean FWF Holdings Inc., unless the context otherwise requires. All financial information is stated in United States dollars unless otherwise specified. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

The Company

FWF Holdings Inc. is a Hot Sauce product business that will focus on selling a planned hot sauce product with a blend of peppers, fruits, herbs and spices. The Company has targeted four main customer groups to sell its planned product. The first group is specialty food stores, the second is wholesale distributors, the third is restaurants and the last customer segment is through a company owned online website. We are considered a development stage company. We currently have no product to sell, but we intend to use an old family receipt in the manufacturing of the product. We intend to identify and distinguish ourselves by positioning our product at the high end of the market in price, targeting a broad base of consumers.

From inception until the date of this filing, we have had no operating activities. Our financial statements from inception (July 22, 2014) through the year end July 31, 2014, reports no revenues and a net loss of $2,204. Our independent registered public account has issued an audit for FWF Holdings Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

FWF Holdings Inc. anticipates that it will derive its income from the sale of its proposed Hot Sauce product. We do not anticipate earning revenues until such time as we enter into commercial operations. Since we are presently in the development state of our business, we can provide no assurance that we will successfully identify and sell any products or services related to our planned act ivies.

We were incorporated under the laws of Nevada effective July 22, 2014. Our principal business offices are Stiftstr. 32, 20099 Hamburg, Germany and our telephone number is (800) 873-0694 and our fax number is (775) 882-8628.

The Offering

FWF Holdings Inc. has 10,000,000 of common stock issued and outstanding and is registering an additional 5,000,000 shares of common stock for offering to the public. The Company may endeavor to sell all 5,000,000 shares of common stock after the registration becomes effective. The price at which the Company offers these shares is fixed at $0.03 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. FWF Holdings Inc. will receive all proceeds from the sale of the common stock.

The Issuer:	FWF Holdings Inc.

Securities Being Offered:	5,000,000 shares of common stock

Offering Price:	$0.03

Termination of the Offering:	This offering will conclude at when all the securities offered are sold or within 180 days after the registration statement becomes effective with the Securities and Exchange commission whichever occurs first.

Net Proceeds:	$138,000 (one hundred and thirty-eight thousand). (The $138,000 is Net of the $11,500 registration costs.)

Use of Proceeds:	See “Use of Proceeds” and the other information in this prospectus.

Outstanding Shares of Common Stock:	There are 10,000,000 shares of common stock issued and outstanding as July 22, 2014 held solely by our President and Chief Executive Officer, and Secretary, Nami Shams.

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 our securities. You should rely only upon the information contained in this Prospectus. FWF Holdings Inc. has not authorized anyone to provide you with information different from that which is contained in this Prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of the common stock.

Summary of Financial Data

The following summary of financial data summarizes certain information from our audited financial statements as at July 31, 2014.

	As of July 31, 2014

Revenues	$	0
Operating Expenses	$	(2,204	)
Net Loss	$	(2,204	)
Working Capital	$	7,796
Shareholder’s Equity	$	7,796

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below may not be all of the risks facing our company. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Company

We are a recently organized development stage company but have not yet commenced operations in our business. We expect to incur operating losses for the foreseeable future.

We were incorporated on July 22, 2014 and to date have been involved primarily in organization activities. We have not yet commenced business operations. Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way to evaluate the likelihood that our business well be successfully. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by a new niche market online sales activities and the high rate of failure for 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 production, the market acceptance of our product, online store, developing relationship with suppliers, distribution and challenges, and additional costs and expenses that may exceed current estimates. Prior to time that we are ready to market and distribute our prospective product, we anticipate that FWF Holdings Inc. 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 operating 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 are an early-stage organization and have a correspondingly small financial and accounting organization. Being a public company may strain our resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

We are an early-stage company with no developed finance and accounting organization and the rigorous demands of being a public company require a structured and developed finance and accounting group. As a reporting company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated there under entail significant accounting, legal and financial compliance costs which may be prohibitive to us as we develop our business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of our business, financial condition and results of operations.

These rules and regulations may also make it difficult and expensive for us to obtain director and officer liability insurance. If we are unable to obtain adequate director and officer insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

Our Company’s Management has no prior experience in running a public company, the Company may be faced with additional costs to maintain its reporting requirements. Such costs could have a material adverse effect on our business financial condition and operating results.

Because the Company’s management has no prior experience in running a public company, the Company may be faced with additional costs to maintain its reporting requirements and as such may be reliant upon external consultants and additional accounting and legal advice. These cost may be significant and such costs may have and adverse affect on our ability to operate and our results of operations.

We have incurred net losses since our inception and expect losses to continue.

We have not been profitable since our inception. Since our inception on July 22, 2014 to July 31, 2014, we had a net loss of $2,204. We have not generated revenues from operations and do not expect to generate revenues from operations unless and until we are able to bring our concept. There is a risk that we may never bring our concept to the market place or that our business concept will attract customer. In addition there is no guarantee and that our operations will be profitable in the future and you could lose your entire investment.

One of the biggest challenges facing us will be in securing adequate capital to continue to expand our business and increase operations. Secondarily, an ongoing challenge remains the maintenance of an efficient operating structure and business model. We must keep our expenses and the costs of marketing and distribution at a minimum in order to generate a profit from the revenues that we anticipate receiving from the sales of our product. Third, in order to expand, we will need to continue implementing effective sales and marketing strategies to reach and forge new business markets and consumers. We have devised our initial sales, marketing and advertising strategies, however, we will need to continue refinement of these strategies and also skillfully implement these plans in order to achieve ongoing and long-term success in its business. Fourth, we will continuously identify, attract, solicit and manage potential employee talent, which requires us to consistently recruit, incent and monitor various employees. High employee turnover or attrition is a significant risk for us as it requires expending substantial resources to locate and train new personnel and also to replace personnel for clients. These tasks require significant time and attention from our management, and employees may nevertheless become dissatisfied with their respective tenure with us.

Due to financial constraints and the early stage of our life, we have to date conducted limited advertising and marketing to reach customers. In addition, we have not yet located the sources of funding for further development on a broader scale through acquisitions or other major partnerships. If we were unable to locate such financing and/or later develop strong and reliable sources of potential new business relationships and a means to efficiently reach new business partners and customers, it is unlikely that we will be able to develop its proposed expanded operations and business plan. Moreover, the above assumes that our products are consistently met with client satisfaction in the marketplace and exhibit steady success amongst the potential customer base, neither of which is reasonably predictable or guaranteed.

Our auditors have questioned our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues. We hope to obtain significant revenues from future product sales.In the absence of significant sales and profits, we may seek to raise additional funds to meet our working capital needs, principally through the additional sales of our securities.However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, substantial doubt exists about our ability to continue as a going concern.

We may not be able to continue as a going concern if we do not obtain additional financing.

Our independent accountants’ audit report states that there is substantial doubt about our ability to continue as a going concern. We have incurred only losses since our inception raising substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations. There can be no assurance that we will be able to raise any additional funds, or we are able to raise additional funds, that such funds will be in the amounts required or on terms favourable to us.

Our competition is intense in all phase of our business.

The Hot Sauce market is dominated by Tabasco with a 19% market share and Frank’s RedHot at 12.3% as reported on Bloomberg.com (Source: Bloomberg TV “see Competition Section, page 23, for link”). Also according to Entrepreneur.com (Source: http://www.entreprenuer.com/article/224977-7) there are 218 manufactures of Hot Sauces in the United States, including such names as Cholula, Louisiana Original Hot Sauce, Tapatio, Sriracha and Valentina Hot-Sauce. They are many online avenues to purchase hot sauce products, as well as through supermarkets, food speciality stores and restaurants. Nearly all of our competitors are more experienced, have vastly greater financial and management resources and have more established proprietary trademarks and distribution networks than we do. These and other competitors are likely to have distribution channels for their products that we do not have, which places us at a significant disadvantage. Failure of the Company to achieve market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.

Our business is subject to many regulations and noncompliance is costly.

The production, marketing and sale of our Hot Sauce product are subject to the rules and regulations of various federal, state and local health agencies. If a regulatory authority finds that a current or future production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our financial conditions and operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our product. Furthermore, the rules and regulation are subject to change from time to time and while we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, production, environmental, tax or otherwise, could have an adverse effect on our business, financial condition and results of operations.

Our president and chief executive officer does not have any formal training specific to the Hot Sauce business.

Our President and Chief Executive Officer is Nami Shams. While, Mr. Shams does have experience in sales and marketing, but he has no direct training or experience in developing and marketing a Hot Sauce product business for the general market place. Our management team may not be fully aware of the specific requirements related to working within this industry. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.

Our current president and chief executive officer has other business interests.

Nami Shams, our President and Chief Executive Officer, currently devotes approximately fifteen hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on 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. Shams to our company could negatively impact our business development.

We have requirements for and there is an uncertainty of access to additional capital.

At July 31, 2014, we had cash of $9,990 and working capital of $7,796. We will continue to incur development costs to fund our plan of operations and intend to fund our plan of operations from working capital, equity subscriptions and shareholders’ loans. Ultimately, our ability to continue our business operations depends in part on our ability to obtain financing through , debt financing, equity financing, or commence operations and generate revenues or some combination of these or other means. There can be no assurance that we will be able to obtain any such financing.

We have no cash flow from operations and depend on equity financing and shareholder loans for our operations.

Our current operations do not generate any cash flow. Our current operating funds are less than necessary to complete our intended plan of operations real and/or intangible property. We will need the funds from the offering to begin to operate our business only until Phase I of our Plan of Operation, which requires minimum funding of $150,000 for Phases I and II. Our failure to obtain such additional financing could result in delay or indefinite postponement of further operations which would have a material adverse effect on our business.

We lack an operating history.

We were incorporated on July 22, 2014 and we have not realized any revenues. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering, our ability to attract customers and to generate revenues through our sales.

We expect to incur losses in the future.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Our operating results may prove unpredictable.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our proposed product; fluctuations in the demands of our products; the amount and timing operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition and operating results, which could result in the complete loss of your investment.

We may not be able to gain any significant market acceptance.

The Company’s growth strategy is substantially dependent upon its ability to access the wholesale market and to market the proposed product successfully to the general consumer(s’) of Hot Sauce. However, its planned product may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the Company’s to produce product and achieve market acceptance could have a material adverse effect on our business, financial conditions and results of our operations.

RISKS ASSOCIATED WITH THIS OFFERING

There is no minimum number of shares that must be sold and no assurance that the proceeds from the sale of shares will allow the Company to meet its goals.

We are selling our shares on a “best efforts” basis, and there is no minimum number of shares that must be sold by us in this Offering. Similarly, there are no minimum purchase requirements. We do not have an underwriter, and no party has made a firm commitment to buy any or all of our securities. We intend to sell the shares through our President and Chief Executive Officer, who will not be separately compensated for his efforts. Even if we only raise a nominal amount of money, we will not refund any funds to you. Any money we do receive will be immediately used by us for our business purposes. Upon completion of this Offering, we intend to utilize the net proceeds to finance our business operations. While we believe that the net proceeds from the sale of all shares in this Offering will enable us to meet our business plans and enable us to operate as other than a going concern, there can be no assurance that all these goals can be achieved. Moreover if less than all of the shares are sold, management will be required to adjust its plans and allocate proceeds in a manner which it believes, in our sole discretion, will be in our best interests. It is highly likely that if not all of the shares are sold there will be a need for additional financing in the future, without which our ability to operate as other than a going concern may be jeopardized. No assurance whatsoever can be given or is made that such additional financing, if and when needed, will be available or that it can be obtained on terms favorable to us. Accordingly you may be investing in a company that does not have adequate funds to conduct its operations. If that happens, you will suffer a loss of your investment.

Our officers and directors may have a conflict of interest with the minority shareholders.

Nami Shams, our President and Chief Executive Officer and sole Director, beneficially owns 100% of our outstanding common stock. Assuming the sale of all 5,000,000 shares in this offering, Mr. Shams will own approximately 66.67% of all shares of common stock of the Company. The interest of Mr. Shams may not be, at all times, the same as that of our other shareholders. Mr. Shams is not simply a passive investor but is also an executive officer and director of the Company and his interests as an executive may, at times be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Shams exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of the Company’s Board of Directors. Also, Mr. Shams has the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets, amendments to our Articles of Incorporation and the election of directors. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

We Are An “Emerging Growth Company” And We Cannot Be Certain If The Reduced Disclosure Requirements Applicable to Emerging Growth Company Will Make Our Common Stock Less Attractive to Investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Start-ups 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 Start-ups 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.”

There has been no prior public market for our securities and the lack of such a market may make resale of the stock difficult.

No prior public market has existed for our securities and we cannot assure any investor that a market will develop subsequent to this offering. An investor must be fully aware of the long-term nature of an investment in us. We intend to apply for quotation of our common stock on the OTCQB as soon as possible which may be while this offering is still in process. However, we do not know if we will be successful in such application, how long such application will take, or, that if successful, that a market for the common stock will ever develop or continue on the OTCQB. If for any reason the common stock is not listed on the OTCQB or a public trading market does not otherwise develop, investors in the offering may have difficulty selling their common stock should they desire to do so. If we are not successful in our application for quotation on the OTCQB, we will apply to have its securities quoted by the Pink OTCQB Markets, Inc., real-time quotation service for over-the-counter equities.

Our shares may not become eligible to be traded electronically which could result in brokerage firms being unwilling to trade them.

Our shares of common stock may be eligible to be quoted on the OTCBB and OTCQB. Our shares are not eligible with Depository Trust Company (DTC) to trade electronically. Because we are not DTC eligible, our shares will not be electronically transferred between brokerage accounts, the practical effect of which means that our shares will not trade much, if at all, on the OTCBB or OTCQB. In order for our shares to trade on the OTCBB or OTCQB, our shares would need to be traded manually between broker dealers and their accounts, which is time consuming, costly and cumbersome. We cannot guaranty that our shares will ever become DTC eligible or, if in the event we apply for DTC eligibility, how long it will take to become eligible.

We do not intend to pay dividends to our stockholders so investors will not receive any return on investment in us prior to selling their equity interest.

We do not project paying dividends but anticipate that we will retain future earnings for funding our growth and development. Therefore, investors should not expect us to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their shares, and if and when a market for such shares develops. Furthermore, even if a market for our securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the shares could lose all or a significant portion of their value from the initial price paid in this offering.

Our stock will be a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

As the Company’s shares may be trading under $5.00 per share is the offering becomes effective, the shares may be traded as a “penny stock”. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and to 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 our shares of common stock 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 the 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 say, to be eligible for quotation on the OTCBB, issuers must remain correct in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issue does not meet the filing requirements. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filings during that time. We cannot guarantee that we will be able to find a market maker who will submit a Form 15c-211 application for us to FINRA or that application, if submitted, 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 FWF Holdings Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market four 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.

Offering price has been arbitrarily set by company.

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on July 22, 2014 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

Investing in the company is highly speculative investment.

A purchase of the offered shares is highly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the Company are also speculative, and it is possible that we could be unable to satisfy them. The Company’s shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

Buyers will pay more for our common stock than the pro rata portion of the assets.

The offering price and other terms and conditions regarding the Company’s shares have been arbitrarily determined and to not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Buyers of our shares pursuant to this offering will pay more for our common stock than the pro-rata portion of the assets are worth and as a result, investing in our Company may result in an immediate loss.

The Company’s management could issue additional shares.

The Company has 75,000,000 authorized common shares, of which 10,000,000 are currently issued and outstanding and only 15,000,000 will be issued and outstanding after this offering terminates. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity portion of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, or your investment.

We do not have an escrow or trust account for investors’ subscriptions.

Invested funds for this offering 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 bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

Anti-takeover rules of certain provisions of the Nevada state law my hinder a potential takeover.

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; (2) does business in Nevada directly or through an affiliated corporation. At this time, we do not have 100 stockholders of record of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisitions act may discourage companies or persons interested in acquiring a significant interest in or control of FWF Holdings Inc., regardless of whether such acquisition may be in the interest of our stockholders.

Nevada law and our Articles of Incorporation may protect our director from certain types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act would lead to loss of investor confident in our reports of financial information.

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, after our Registration Statement is declared effective by the Securities and Exchange Commission, we intend to make a filing to which would result in the company becoming a mandatory filer under the Securities Exchange Act of 1934, as amended. For subsequent reports, we will be required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

To maintain compliance with Section 404 of the Act, we intend to engage in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging and requires management to dedicate scarce internal resources and to retain outside consultants.

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time for securities disclosure reporting deadlines. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

We do not anticipate paying dividends.

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any for the operation, growth and expansion of our business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.

Risks Related to Investing in Our Company

We lack an operating history.

We expect to incur losses in the future.

Our operating results may prove unpredictable.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our services/products; fluctuations in the demands of our products; the amount and timing operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions. If realized, any of these factors could have a material effect on our business, financial condition and operating results, which could result in the complete loss of your investment.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

The information in this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Further any safe harbor protections implied or stated do not apply to any statements made in connection with the offer. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.

USE OF PROCEEDS

FWF Holdings Inc. 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 $0.03. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of $37,500 is raised in this offering, the Company will operate on a limited basis, meeting only its obligations to file its reports with the Securities and Exchange Commission, and seek financing. However, the Company currently has no source of additional funding, will not commence seeking additional financing until this registration statement is effective, and we cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities.

Use of Proceeds	25% of Shares Sold ($37,500)		50% of Shares Sold ($75,000)		75% of Shares Sold ($112,500)		100% of Shares Sold ($150,000)
Operational Expenses	$		$		$		$
Legal & Accounting		9,000		9,000		9,000		9,000
Printing		500		500		500		500
Transfer Agent		2,000		2,000		2,000		2,000
Logo development		1,000		2,500		2,500		2,500
Website development & Support		3,000		5,500		8,500		9,500
Presentation Materials		2,500		4,000		8,000		9,000
Office supplies and telephone		1,500		3,000		5,000		5,000
Advertising & SOE costs		2,000		15,000		21,000		26,500
Product manufacturing		5,500		11,000		30,000		46,000
Travel – trade show costs		10,500		22,500		26,000		40,000
Totals	$	37,500	$	75,000	$	112,500	$	150,000

FWF Holdings Inc. will establish a separate bank account and all proceeds will be deposited into that account. If necessary, Nami Shams, our sole officer and director, has verbally agreed to loan the company funds to complete the registration process in the event that the Company depletes its current cash reserves prior to effectiveness of this registration statement, but we will require full funding to begin to implement our complete business plan.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to begin 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 $0.03 per share which is the price purchasers of the shares must pay. This price is significantly different than the price paid by the Company’s sole director” and officer for common equity since the Company’s inception on July 22, 2014. Nami Shams, the Company’s sole officer and director purchased 10,000,000 (ten million) common shares at a price $0.001 per share a difference of $0.029 per share lower than the price in this offering, with $10,000 in net proceeds to the Company. The 10,000,000 shares of Mr. Shams valued at $10,000 are reflected as “Capital contributions” in the table entitled, “Existing Stockholders if all of the Shares are sold.” The purchase price for the shares in this offering, paid by purchasers of the shares, is reflected in the subsequent tables as, “Capital contributions.” 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 table compares the differences of your investment in our shares with the investment of our existing stockholders.

Existing Stockholders if all of the Shares are Sold

Price per share	$	0.03
Net tangible book value (deficit) per share before offering	$	(0.0000	)
Potential gain to existing shareholders	$	150,000
Net tangible book value per share after offering	$	0.0089
Increase to present stockholders in net tangible book value per share after offering	$	0.0089
Capital contributions	$	150,000
Effective cash contributions of the Company’s existing sole shareholder (1)	$	10,000
Number of shares outstanding before the offering		10,000,000
Number of shares after offering held by existing stockholders		10,000,000
Percentage of ownership after offering		66.7	%

Purchasers of Shares if all of the Shares are Sold

Price per share	$	0.03
Dilution per share	$	0.0203
Capital contributions	$	150,000
Percentage of capital contributions		94.0	%
Number of shares after offering held by public investors		5,000,000
Percentage of ownership after offering		33.3	%

Purchasers of Shares in this Offering if 75% of Shares Sold
Price per share	$	0.03
Dilution per share	$	0.0221
Capital contributions	$	112,500
Percentage of capital contributions		92.0	%
Number of shares after offering held by public investors		3,750,000
Percentage of ownership after offering		27.0	%

Purchasers of Shares in this Offering if 50% of Shares Sold
Price per share	$	0.03
Dilution per share	$	0.0243
Capital contributions	$	75,000
Percentage of capital contributions		88.0	%
Number of shares after offering held by public investors		2,500,000
Percentage of ownership after offering		20	%

Purchasers of Shares in this Offering in 25% of Shares Sold
Price per share	$	0.03
Dilution per share	$	0.027
Capital contributions	$	37,500
Percentage of capital contributions		79.0	%
Number of shares after offering held by public investors		1,250,000
Percentage of ownership after offering		11.11	%

(1) Nami Shams, our sole shareholder (and President and Chief Executive Officer) acquired 10,000,000 shares of common stock at $0.001 per share for a total cost of $10,000.

PLAN OF DISTRIBUTION

FWF Holdings Inc. has 10,000,000 common shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional 5,000,000 shares of its common stock for sale at the price of $0.03 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, Nami Shams 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 1943 as amended (the “Exchange Act”). In general Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participated in an offering of the issuer’s securities. Mr. Shams is not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act. Mr. Shams 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. Shams 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 month), an associated person of a broker or dealer. At the end of the offering, Mr. Shams will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Shams 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).

FWF Holdings Inc. will receive all proceeds from the sale of the 5,000,000 shares being offered. The price per share is fixed at $0.03 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted 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.

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 $0.03 per share.

In order to comply with the applicable securities law 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 require is available and with which FWF Holdings Inc. has complied.

In addition and without limited 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. FWF Holdings Inc. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

REGULATION M

Our officer and director, Nami Shams, who will offer and sell the shares, offered hereby, is aware that he is required to comply with the provisions of Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participates in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share. As of July 31, 2014 there were 10,000,000 shares of our common stock issued and outstanding that was held by one registered stockholder or record.

Common Stock

Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required or permitted to vote. Holders of our common stock representing 50.1% of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders, except as otherwise provided by statute. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from available funds. The payment of dividends is at the discretion of our Board of Directors. 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 liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Our Bylaws provide that at all meetings of the stockholders for the election of directors, a plurality of the votes cast shawl be sufficient to elect. On all other matters except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders hall be necessary to authorize any corporate action to be taken by vote of the stockholders. A “plurality” means the excess of the votes cast for one candidate over any other. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality.

Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statues of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

NEVADA ANTI-TAKEOVER LAWS

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such time a transfer agent is retained, FWF Holdings Inc. will act as its own transfer agent.

RULE 144 AND REGISTRATION AGREEMENTS

All 10,000,000 shares of our issued and outstanding shares of our common stock are “restricted securities” under Rule 144, promulgated pursuant to the Securities Act of 1933, as amended, but none of those 10,000,000 shares can be resold under Rule 144 or are subject to any registration agreement.

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 offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in our Company, nor was any such person connected with our Company as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Experts

Diane Dalmy, Attorney at Law, 2000 East 12^th Avenue, Suite 32/10B, Denver, Colorado, 80206 has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus.

The financial statements included in this registration statement have been audited by PLS CPA, A Professional Corporation, 4725 Mercury Street, Suite 210, San Diego, CA 92111, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

Organization

FWF Holdings Inc. was incorporated on July 22, 2014 under the laws of the State of Nevada. Mr. Nami Shams has served as President, Chief Executive Officer and Secretary of our company from July 22, 2014 to the current date. No person other than Mr. Shams has acted as a promoter of FWF Holdings Inc., since our inception. There are no agreements with us pursuant to which Mr. Shams is to receive from us or provide to us anything of value.

General

FWF Holdings Inc. (“FWF”) is a development stage company that intends to focus on the manufacturing and the selling of its own hot sauce under the brand name Fruit With Fire Hot Sauce to the general hot sauce market place. We intend to focus on selling a hot sauce product with a blend of peppers, fruits, herbs and spices. The Company has targeted four main customer groups to sell its product. The first group is specialty food stores, the second is wholesale distributors, the third is restaurants and the last customer segment is through a company owned online website.

FWF Holdings Inc. intends to focus on selling a fruit based hot sauce product in a market segment filled with competition. Our approach is to take our proposed product image up-market because of our uncompromising view of our proposed product. Many low-end sauces are built around a base of vinegar; FWF sauce will be built around fresh peppers, fruit and other natural ingredients. Initially FWF intends to focus its marketing efforts to speciality food stores, through its own website, and attending and eventually becoming an exhibitor at national and regional food shows as the Company’s budget permits.

The keys to success will be the Company’s ability to differentiate ourselves from all others. We intend to stress authenticity of the ingredients and the heritage of the family recipe. We intend to position our proposed product at the high end of the market, in terms of price. To provide a specialty product that will be different in taste from the “large volume” producers such as Tabasco, Franks Red-Hot Sauce and Tapatio.

During the next 12 months, FWF Holdings Inc. intends to continue its ongoing research by attending three trade food shows; The Fancy Food Show held twice a year (winter held in San Francisco in January and the summer show in New York in June). The other trade show we hope to attend is the National Fiery Foods & Barbecue Show; usually held in March in Albuquerque. We also intend to develop a unique label and packaging for our proposed hot sauce product. We will also source third-party companies to produce and ship out our product; setting up the company’s website and begin to market and sell the Fruit With Fire Hot Sauce product.

We have not earned any revenues to date. Our independent registered public accountant has issued an audit opinion which includes statement expressing substantial doubt as to our ability to continue as a going concern.

There is the likelihood that we may never be able to market our niche hot sauce product that the Company would need to successfully complete its plan of operation and develop and implement the Company’s retail and web-site. If our company is not capable of building a market for its proposed product, all funds that we spend on development will be lost.

Product

FWF Holdings Inc. intends to sell a fruit based hot sauce product using a blend of peppers, fruits, herbs and spices. We intend to produce and market in a hot flavor only at this time.

Market Analysis

According to Entrepreneur .com (Source: http://www.entrepreneur.com/article/224977-7) manufacturing of the spicy condiment to be one of the 10 fastest-growing industries in the United States, with average company revenues jumping 9.3 percent per year over the last decade and with industry projected to grow over the next five years at an average annual rate of 4.1%. Hot sauce, like most other condiments, is purchased by both food-service providers and supermarkets for resale to the final consumer.

Even though the segment is small, roughly 5,500 people employed by 218 sauce companies, an industry valued at $1 billion – it packs an entrepreneurial punch according to Entrepeneur.com. Beyond established companies, thousands of kitchen and garage cooks have begun decocting their own spicy blends, with dozens of new sauces hitting local shelves and mail-order catalogs each year. A quick survey (Source: Entreprenuer.com “The Biggest Trends in Business 2013” see above link) recent entrepreneurial sauciers included a formerly homeless veteran who used hot sauce to rebuild his life and a Palo Alto, California, firefighter who grows his own peppers behind the station. Even the industry’s largest player, Avery Island, La., based Tabasco, which has the largest percentage of the market and has been privately held by the Mcllhenny family since 1868.

According to Dave DeWitt, producer of the annual National Fiery Foods & Barbecue Show held in Albuquerque, New Mexico, (Source: http://www.fieryfoodsshow.com) and the authority on all things spicy, likens the hot sauce explosion to that of craft feet. “It’s similar because it’s an industry in which people have a vision of a product and that they want to create,” he says. “So just like in micro-brewing, people are using innovation as much as they can.” (refer to the Entrepreneur.com link).

According to IBIS World and Dave DeWitt both point to the increasing popularity of and exposure of international foods. With that comes demand for zippy condiments like Vietnamese Sriracha, Korean Chili paste and more complex versions of Mexican salsas. Research firm Mintel reports that sales of sauces and marinades—including hot sauces—jumped 20 percent between 2005 and 2010 and were expected to increase another 19% by 2015, mainly because people are increasingly cooking at home to save money and want to re-create those international flavors they have come to enjoy while eating out. (Source: http://www.entrepreneur.com/article/224977-7)

According to Dave DeWitt, hot sauces are maturing, instead of focusing on extreme heat or crude names, companies are experimenting with fruit-based sauces and toning down some of the heat to appeal to a wider consumer base. “The micro-hot-sauce industry and all the new brands are slowly eroding Tabasco’s market position,” DeWitt says. (Source; http://www.entrepreneur.com/article/224977-7)

Blair Lazar, who founded Highlands, H.J. based Blair’s Sauces and Snacks 23 years ago (and holds the Guinness World Record for the hottest product on Earth), believes technology is a major driver of the sauce boom. “When I started it was hard to even find bottles. Now people can order bottles and get labels off the internet,” Lazar says. But the most important reason for the trend, he contends that Americans, like much of the rest of the world, have simply fallen in love with heat. (As reported in Entrepreneur.com, “The Biggest Trends in Business for 2013”, See above link above).

Market Segmentation

We have broken down our target market into the following categories:

	-	Specialty Food Stores – Sales of specialty foods, including hot sauce, continue to boom. From 2011 to 2013, sales increase by 18.4%, retail dollar sales grew an impressive 8 percent. According to the Specialty Food Industry 2014 Report; total food sales in 2013 topped $88.3 billion, approximately 80% of specialty food sales are retail; categories with the most significant penetration are salsa sauces and dips 49.8%. (Source:http://www.specialtyfood.com/knowledge-center/industry-info/state-industry-14/)

	-	Large Grocery Stores – According to the Euromonitor International Report of 2014 reporting on Grocery retailers in the United States. The US continued its economic recovery in 2013 and there was some disparity between the relative success of many consumers. High income consumers were able to maintain their spending habits while many others look for ways to reduce their monthly spending. The grocery market bears this out and the results were evident when studying the performance of various market segments. The largest grocery retailer in the United States is Wal-Mart with a 25% market share, followed by Kroger Co. with 8%. According to IBIS World, August 2014 report the market in the United States is $574 billion, with a 1.5% growth rate. It is estimated over the next five years as the economy recovers consumers will increase purchases of premium-brands and private-label brands. (Source:http://www.euromonitor.com/grocery-retailers-in-the-us/report)

	-	Restaurants – According to IBIS World Industry Report on Fast Food Restaurants in the USA. Included in the report was information on the 77,211 full service restaurants; 72,232 caterers in the USA; 72,233 street vendors in the USA and 72,241 bars and nightclubs in the USA accounting for $184 billion in sales and an annual growth rate project of 2.5% through 2015. The industry continues to evolve into providing a greater variety of healthier and fresh products to their consumer base. *(Source:http://virtualbutterfly.files.wordpress.com/2010/04/72221-fast-food-restaurants-in-the-us-industry-report.pdf)*

Target Market Strategy

The following are our market segments along with our reasoning for targeting each segment:

	-	Speciality Food Stores – While mainstream supermarkets still account for more than two-third of speciality food sales, their shares has been steadily slipping over the past three years. This segment leaped by 42% during the past three years according to Speciality Food Industry 2014 Report. This group of retailers, such as WholeFoods, are continually looking for new products and tend to cater to higher income consumers. We believe this area is easier to access because of their willingness to carry new products in order to meet the ever increasing demand of the consuming public for hot sauce. Source:http://www.specialtyfood.com/knowledge-center/industry-info/state-industry-14/)

	-	Large Grocery Stores – Other avenues to sell our product are growing rapidly. However, the large stores still account for two-thirds of speciality foods sold in the USA. We feel that thorough and persistent efforts we will be able to generate sales through major names grocery stores such as Wal-Mart, Kroger’s, Costco and Target. To this means we intend to interview distributors to assist us in marketing and distribution of our hot sauce. Key to the sale and distribution of our product through this channel is the constant care and feeding of the buyers for each of the organizations.

	-	Restaurants and non-traditional outlets – While current brand names carry more weight in the marketplace, there is a rising demand from the food-service sector to meet consumer demand. We intend to access restaurants, fast food outlets, caterers and street venders to try our product by offering free samples.

	-	Industry Analysis

		The Industry manufactures spicy sauces made from chili peppers and other ingredients. These products are then packaged and sold directly to consumers or distributed to grocery, wholesales, supermarkets, specialty food stores and food-service contractors. With highly diverse product range, the industry has managed to remain resilient despite changing consumer trends, falling incomes and the economic recession. Major players have responded to these obstacles with timely and new product introductions and promotional strategies. Smaller players are gaining a larger share of the market by offering unique and clever new products with non-traditional ingredients.

		The Hot Sauce Production industry continues to grow aided by positive demographic consumption trends, growing number of hot sauce producers and brands, rising demand from the food-service sector and growing supermarket shelf space for hot sauce in line with customer demand. (Source: IBIS World “Hot Sauce Production in the US: Market Research Report” – http://www.ibisworld.com/industry/hot-sauce-production.html)

Competition

The hot sauce market is dominated by the following producers;

-	Tabasco	-	19% market share with estimated sales of $200 million

-	Frank’s Red Hot	-	12.3% market share with estimated sales of $130 million

-	Sriracha Asian-Style Sauce	-	4.2% market share with estimated sales of $45 million

-	Texas Pete Hot Sauce	-	3.3% market share

-	Original Louisiana Hot Sauce	-	3.1% market share

-	(Source: Bloomberg TV-see link below)

-	(http://www.bloomberg.com/video/the-five-best-selling-hot-sauces-ZgWBQ1mi29rGYoYgOA.html).

Other national brand companies include; Tapatio, Cholula, Valentina Hot-Sauce and Dave’s Gourmet Hot Sauce. According to IBS there are over 153 sauce companies in the United States. With sales, exceeding $1 billion. (Source: IBIS World “Hot Sauce Production in the US: Market Research Report” – http://www.ibisworld.com/industry/hot-sauce-production.html)

Strategy and Implementation Summary

The primary strategies of FWF Holdings Inc. are:

	-	Sell niche high end product, with emphasis on its fruit based ingredients to Specialty food outlets, larger grocery retailers, restaurants and other food-sector outlets.

	-	Attend Food Trade Shows and display our product at those shows, allowing us to access our target market retailers and consumers at the same time. During the next 12 months, FWF Holdings Inc. intends to attend (assuming we are successful in raising funding) at least three trade food shows; The Fancy Food Show held twice a year (winter held in San Francisco in January and the summer show in New York in June). The other trade show we hope to attend is the National Fiery Foods & Barbecue Show; usually held in March in Albuquerque. Last year the event had over 200 exhibitors and all-time record crowd of 20,500 trade and general public attendees from all over the world according to their news releases (Source: http://www.fieryfoodsshow.com). Other trade shows available would include the Huston Hot Sauce Festival, Zest Fest and Pinellas Pepper Fest. Sell online through our web-site.

Competitive Edge

The primary competitive edge of Fruit On Fire, Inc. will be the taste of our blend fruit and spice based proposed hot sauce product.

Online Marketing Strategy

Our online marketing strategy will rely on our website to provide product information and answer the questions customers have about our product. The following are strategies we will use:

	-	Search Engines – we will hire a firm that will assist in Search Engine Optimization (“SOE”). This will assist in FWF to achieve a top search engine ranking, get targeted traffic to its website and increase business leads.

	-	Social Media – we intend to have a presence with a Facebook page, Blog and Twitter Account.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation

Patent and Trademarks

We do not own, either legally or beneficially, any patent or trademark

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceedings

Compliance with Government Regulations

We will be required to comply with all regulations, rules and directives of government authorities agencies to the construction and operation of any facility in any jurisdiction which we would conduct activities. In general, the operation of our business is subject to the Food and Drug Administration. All food items offered for sale or sample must comply with conditions under which it is prepared, stored and displayed and all other sanitary conditions related to food items must meet the food code.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings nor are we aware of any legal proceedings pending or threatened against us.

Facilities

We currently are supplied office space free of rent from our sole Director and President and Chief Executive Officer, Nami Shams, and do not own or rent any physical property, and do not own or rent any real property. Our current business address is Stiftstr 32, 20099 Hamburg, Germany. Our telephone number is (800) 873-0694. Our agent for service in the USA is State Agent & Transfer Syndicate, Inc., 112 North Curry Street, Carson City, Nevada, 89703. Their telephone number is (775) 882-1013.

Management believes that current arrangement is sufficient for its needs at this time. The company intends to lease its own offices and production facilities at such time as it has sufficient financing to do so. Management believes the current premises are sufficient for its needs at this time.

Employees and Employment Agreements

We have no employees as of the date of this prospectus. We have no employment or other agreement with Mr. Shams our President and Chief Executive Officer or any other person. Mr. Shams currently devotes approximately fifteen hours per week to company matters and after receiving funding, he plans to devote as much time as the Board of Directors determines is necessary to manage the affairs of the company. We anticipate we will conduct our business largely through consultants.

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 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 proved by the Securities Exchange Act. 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 100F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference. Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements of FWF Holdings Inc. for the fiscal years ended July 31, 2014 and related notes, included in this prospectus have been audited by PLS CPA, A Professional Corporation, 4725 Mercury Street, Suite 210, California 92111 and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.

PLS CPA, A PROFESSIONAL CORPORATION

4725 MERCURY STREET #210 SAN DIEGO CALIFORNIA 92111

TELEPHONE (858)722-5953 FAX (858) 761-0341 FAX (858) 764-5480

E-MAIL changgpark@gmail.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

FWF Holdings, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of FWF Holdings, Inc. (A Development Stage “Company”) as of July 31, 2014 and the related financial statements of operations, changes in shareholder’s equity and cash flows for the period July 22, 2014 (inception) to July 31, 2014. These financial statements are the responsibility of the Company’s management.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FWF Holdings, Inc. as of July 31, 2014, and the results of its operation and its cash flows for the period from July 22, 2014 (inception) to July 31, 2014 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PLS CPA

PLS CPA, A Professional Corp.

September 30, 2014

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

Financial Statements

FWF HOLDINGS INC.