Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Commission File Number:
Vet Online Supply, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 7310 | 47-0990750 | ||
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer Identification
Number)
|
9612 West Hawthorne
Crystal River, Florida 34428
(442) 222-4425
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
William R. Eilers
169 NE 43rd St. - Miami, Florida 33137
(786) 273-9152
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies To
SD Mitchell & Associates, PLC
829 Harcourt Road – Grosse Pointe Park, Michigan 48230
(248) 515-6035
As soon as practicable after the effective date of this Registration Statement.
(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 of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o (Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
CALCULATION OF REGISTRATION FEE
|
Title of Each Class
of Securities to be Registered
|
Amount to be
Registered
|
Maximum Offering
Price Per
Share
|
Maximum
Aggregate
Offering Price
(1)
|
Amount of
Registration
Fee (1)
|
|
Common Stock, $0.001 par value per share
|
6,000,000
|
$0.10
|
$600,000.00
|
$69.72
|
|
|
(1)
|
Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.
|
The Registrant hereby amends this Registration Statement (the “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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Subject to completion, dated December ___, 2015
2
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.
|
PRELIMINARY PROSPECTUS
VET ONLINE SUPPLY, INC.
6,000,000 SHARES OF COMMON STOCK
This is the initial offering of Common Stock of Vet Online Supply, Inc. We are offering for sale a total of 6,000,000 shares of Common Stock at a fixed price of $0.10 per share for the duration of this Offering (the "Offering"). 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, Edward Aruda, will attempt to sell the shares directly to friends, family members and business acquaintances. Mr. Aruda will not receive commission or any other remuneration for such sales. In offering the securities on our behalf, Mr. Aruda will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.
The shares will be offered for sale at a fixed price of $0.10 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our Board of Directors for an additional ninety (90) days. If all of the shares offered by us are purchased, the gross proceeds to us will be $600,000. However, since the Offering is being conducted on a "best-efforts" basis, there is no minimum number of shares that must be sold, meaning the Company shall retain any proceeds from the sale of the shares sold hereunder. Accordingly, all funds raised hereunder will become immediately available to the Company and will be used in accordance with the Company’s intended “Use of Proceeds” as set forth herein, investors are advised that they will not be entitled to a refund and could lose their entire investment.
|
Offering Price
to the Public
Per Share
|
Commissions
|
Net Proceeds
to Company
After Offering
Expenses
(25% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(50% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(75% of Shares Sold)
|
Net Proceeds
to Company
After Offering
Expenses
(100% of Shares Sold)
|
|
|
Common Stock
|
$0.10
|
Not Applicable
|
$90,000.00
|
$240,000.00
|
$390,000.00
|
$540,000.00
|
|
Total
|
$0.10
|
Not Applicable
|
$90,000.00
|
$240,000.00
|
$390,000.00
|
$540,000.00
|
Our independent registered public accountant has issued an audit opinion for Vet Online Supply, Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Accordingly, any investment in the shares offered hereby involves a high degree of risk and you should only purchase shares if you can afford a loss of your entire investment.
There currently is 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. There can be no assurance that our Common Stock will ever be quoted on a stock exchange or a quotation product or that any market for our stock will develop.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 8 HEREOF BEFORE BUYING ANY SHARES OF VET ONLINE SUPPLY, INC.’S COMMON STOCK.
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 December ___, 2015
3
TABLE OF CONTENTS
|
Page
|
|
|
Prospectus Summary
|
5
|
|
The Offering
|
7
|
|
Risk Factors
|
8
|
|
Determination of Offering Price
|
15
|
|
Use of Proceeds
|
15
|
|
Plan of Distribution; Terms of the Offering
|
17
|
|
Dilution
|
19
|
|
Description of Property
|
20
|
|
Description of Securities
|
20
|
|
Description of Business
|
21
|
|
Management’s Discussion and Analysis
|
31
|
|
Directors, Executive Officers, Promoters and Control Persons
|
34
|
|
Executive Compensation
|
36
|
|
Security Ownership of Certain Beneficial Owners and Management
|
38
|
|
Certain Relationships and Related Transactions
|
38
|
|
Legal Matters
|
39
|
|
Experts
|
39
|
|
Commission Position on Indemnification for Securities Act Liabilities
|
39
|
|
Where You Can Find More Information
|
40
|
|
Index to Financial Statements
|
F-1
|
|
Other Expenses of Issuance and Distribution
|
41
|
|
Indemnification of Officers and Directors
|
41
|
|
Recent Sales of Unregistered Securities
|
42
|
|
Exhibits
|
42
|
|
Undertakings
|
43
|
You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _________, 2015, 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.
December___, 2015
4
Part I of this Registration Statement was filed previously in our S-1 Registration Statement dated 9/18/2015, our S-1/A Registration Statement dated 10/28/2015, and our S-1/A Registration Statement dated 12/1/2015; we are filing this S-1/A Registration Statement to include a Promissory Note entered into with Concord Veterinary Supply and to update the consent of our Auditor.
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. All such expenses will be paid by us.
|
Securities and Exchange Commission Registration Fee
|
$
|
69.72
|
||
|
Audit Fees and Expenses
|
$
|
15,000.00
|
||
|
Legal Fees and Expenses
|
$
|
25,000.00
|
||
|
Transfer Agent and Registrar Fees and Expenses
|
$
|
5,500.00
|
||
|
SEC Filings
|
$
|
2,500.00
|
||
|
Miscellaneous Expenses
|
$
|
11,900
|
||
|
Total
|
$
|
60,000.00
|
*
|
|
|
* Rounded to nearest thousand. Estimate Only
|
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The sole officer and director of the Company is indemnified as provided by the Florida Revised Statutes and the Bylaws of the Company. Unless specifically limited by a corporation’s Articles of Incorporation, Florida law automatically provides directors with immunity from monetary liabilities. The Company’s Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:
|
a.
|
willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
|
|
b.
|
a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
|
|
c.
|
a transaction from which the director derived an improper personal profit; and
|
|
d.
|
willful misconduct.
|
The Articles of Incorporation provide that the Company will indemnify its officer, director, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Florida against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right, which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.
The Bylaws of the Company provide that the Company will indemnify its director and officer to the fullest extent not prohibited by Florida law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Florida law or (iv) such indemnification is required to be made pursuant to the Bylaws.
The Bylaws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws of the Company or otherwise.
The Bylaws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.
41
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities without registration since inception.
On June 1, 2014 the Company entered into a Reseller Agreement with Concord Veterinary Supplies Inc. “Concord” whereunder Concord has authorized the non-exclusive right to Vet Online Supply, Inc. to market, promote, advertise, sell, distribute and deliver, veterinary products carried by Concord Veterinary Supply, which are listed on www.concord-surgical.com, for a one-time fee of $50,000. The fee payable has been secured by an interest free convertible promissory note (the “Note”) due within ninety (90) days of the Company getting notice of effect from its S-1 Registration Statement filed with the Securities and Exchange Commission. At any time prior to maturity of the Note, Concord Veterinary Supply may elect to convert the debt amount into shares of the common stock of the Company at a fixed price of $0.10 per share. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.
On December 31, 2014, the Company authorized the issuance of 10,000,000 shares of its Common Stock, at $0.001515 per share to Harold Minsky in consideration for services provided. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. As a result, Mr. Minsky owns 100% of the issued and outstanding common shares of the Company. On May 1, 2015 Mr. Minsky resigned all positions with the Company, and returned these shares to the Company for cancelation in consideration of $1,000.
On May 1, 2015 Mr. Edward Aruda was appointed to serve as President, CEO and Director of the Company to manage the affairs of the Company for a one (1) year period (the “Term”) under a management agreement beginning on the Effective Date, and thereafter the Term may be renewable for six months unless and until such time as either Mr. Edward Aruda or the Company shall give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. In exchange, a signing bonus in the amount of $75,000 payable by way of 50,000,000 shares of the Company’s common stock was issued as fully paid an non assessable to Mr. Aruda effective as of the date of the agreement. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. As a result, Mr. Aruda owns 100% of the issued and outstanding common shares of the Company.
On June 30, 2015 and September 29, 2015 respectively, the Company issued Convertible Promissory Notes, in the total principal amount of $19,480 to Kensington Marketing LLC, to evidence various funds advanced by Kensington Marketing LLC to the Company during the nine months ended September 30, 2015. The Convertible Promissory Note is interest free and due and payable within ninety (90) days of the Company getting notice of effect from its S-1 Registration Statement to be filed with the Securities and Exchange Commission. At any time prior to the maturity of the Convertible Promissory Note, Kensington Marketing LLC may elect to convert the debt amount into shares of the common stock of the Company at a fixed price of $0.10 per share. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering. No commission was paid in connection with the sale of the promissory note.
All securities sold contained a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth, or referring to the restrictions on transferability and sale of the securities.
ITEM 16. EXHIBITS
The following is a list of exhibits filed as part of this Registration Statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Articles of Incorporation of Vet Online Supply, Inc.*
|
|
|
3.2
|
Bylaws of Vet Online Supply, Inc.*
|
|
|
3.3
|
Amendment to Articles of Incorporation*
|
|
|
4.1
|
Form of Subscription Agreement*
|
|
|
5.1
|
Opinion of SD Mitchell & Associates, PLC, re: the legality of the shares being registered
|
|
|
10.1
|
Management Agreement between the Company and Edward Aruda dated May 1, 2015*
|
|
|
10.2
|
March 1, 2015 Consulting Engagement Separation Degrees-One, Inc.*
|
|
|
10.3
|
Reseller Agreement with Concord Veterinary Supply *
|
|
|
10.4
|
Convertible Promissory Note between the Company and Kensington Marketing LLC dated June 30, 2015*
|
|
| 10.5 | Convertible Promissory Note between the Company and Kensington Marketing LLC dated September 29, 2015 * | |
| 10.6 | Convertible Promissory note between the Company and Concord Veterinary Supply dated June 1, 2014 | |
|
23.1
|
Auditor Consent
|
|
|
23.2
|
Consent of SD Mitchell & Associates, PLC, (included in Exhibit 5.1)
|
*Filed previously with our S-1 Registration Statement. Accession no: 0001594062-15-000275
42
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:
|
|
(a)
|
Include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
|
(b)
|
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
|
|
(c)
|
Include any additional or changed material information on the plan of distribution.
|
2. To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new Registration Statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.
3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remain unsold at the termination of the offering.
4. For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and,
(d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.
43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California on the 15th day of December, 2015.
|
Vet Online Supply, Inc.
|
||
|
By:
|
/s/ Edward Aruda
|
|
|
Name:
|
Edward Aruda
|
|
|
Title:
|
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director
|
|
44
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Aruda, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Vet Online Supply, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following person(s) in the capacities and on the dates stated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Edward Aruda
|
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director
|
December 15, 2015
|
||
| Edward Aruda |
45
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
5.1
|
Opinion of SD Mitchell & Associates, PLC, re: the legality of the shares being registered
|
|
| 10.6 | Convertible Promissory note between the Company and Concord Veterinary Supply dated June 1, 2014 | |
|
23.1
|
Auditor Consent
|
|
|
23.2
|
Consent of SD Mitchell & Associates, PLC, (included in Exhibit 5.1)
|
46