Wyoming
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5900
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27-0566627
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||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard
Industrial Classification
Code Number)
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IRS I.D.
|
1900 Main Street
Suite 312
Sarasota, FL
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34236
|
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ¨
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Accelerated Filer ¨
|
|
Non-accelerated filer ¨
|
Smaller reporting company x
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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 [1] [2]
|
||||||||||||
Common Stock offered by the Selling Stockholders [3]
|
550,000
|
$
|
0.02
|
$
|
11,000
|
$
|
1.00
|
ITEM
|
AMOUNT
|
|||
SEC Registration Fee*
|
$
|
1
|
||
Legal Fees and Expenses
|
60,000
|
|||
Accounting Fees and Expenses*
|
40,000
|
|||
Total*
|
$
|
100,001
|
|
·
|
On June 22, 2009, the Company issued 10,000,000 shares of common stock to the founder and president. The Company valued these shares at $0.001 per share for total deemed consideration of $10,000.
|
|
·
|
On various days from July 29, 2009 through September 30, 2009, the Company issued 530,000 shares for $0.02 per share to 73 investors for total consideration of $10,600.
|
|
·
|
On December 22, 2009, the Company issued to ImagiTrend Group LLC (“ImagiTrend”) 3,180,000 shares for product rights valued at $63,600 using a per share price of $0.02.
|
|
·
|
On December 23, 2009, the following stock was issued with the services and compensation being valued using a per share price of $0.02 for aggregate deemed consideration of $12,339.
|
|
o
|
James Burk - 137,100 shares for legal services in connection with the filing of this registration statement valued using a per share price of $0.02 for deemed consideration of $2,742
|
|
o
|
Michael Williams - 137,100 shares for legal services in connection with the filing of this registration statement valued using a per share price of $0.02 for deemed consideration of $2,742
|
|
o
|
Braxton Jones - 137,100 shares for compensation as secretary, a non-executive officer, valued using a per share price of $0.02 for deemed consideration of $2,742 [Shares cancelled when Mr. Jones left the Company.]
|
|
o
|
Diane Gerletti - 205,650 shares for compensation as office administrative assistant valued using a per share price of $0.02 for deemed consideration of $4133
|
|
·
|
On April 23, 2010, the Company issued 5,000,000 shares for $0.02 per share to one investors for total consideration of $100,000. The investor was Living Trust, Gordon Morris, Trustee.
|
|
o
|
None of these issuances involved underwriters, underwriting discounts or commissions.
|
|
o
|
Restrictive legends were and will be placed on all certificates issued as described above.
|
|
o
|
The distribution did not involve general solicitation or advertising.
|
|
o
|
The distributions were made only to investors who had a pre-existing relationship and who were sophisticated enough to evaluate the risks of the investment.
|
|
o
|
Access to all our books and records.
|
|
o
|
Access to all material contracts and documents relating to our operations.
|
|
o
|
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
|
1.
|
Articles of Incorporation EnviraTrends, Inc. *
|
|
2
|
Amendment to Articles of Incorporation of EnviraTrends, Inc. *
|
|
3
|
Amendment to Articles of Incorporation of EnviraTrends, Inc. *
|
|
4.
|
Bylaws of EnviraTrends, Inc. *
|
|
5.
|
Articles of Correction of EnviraTrends, Inc. ***
|
|
6.
|
Qualification of EnviraTrends, Inc. to do business as foreign corporation in Florida ***
|
|
1.
|
Form of common stock Certificate of the EnviraTrends, Inc. ***
|
|
1.
|
Legal Opinion of Williams Law Group, P.A. *******
|
|
1.
|
Agreement with ImagiTrend Group LLC *
|
|
2.
|
Employment Agreement with Russell Haraburda *
|
|
3.
|
Employment Agreement with Russell Haraburda, as amended ***
|
|
4.
|
Terms of Sublease ***
|
|
5.
|
Agreement with Dragon Sino Limited *****
|
|
6.
|
Agreement with China Ventures Inc *****
|
|
7.
|
Letter with Dragon Sino Limited ****
|
|
8.
|
Letter with China Ventures Inc ****
|
|
1.
|
Letter from Meeks International, LLC *****
|
|
1.
|
Consent of Gruber & Company LLC ******
|
|
2.
|
Consent of Williams Law Group, P.A. (included in Exhibit 5.1) ******
|
|
1.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i.
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
2.
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
Name
|
Date
|
Signature
|
||||
By:
|
Russell Haraburda, President,
|
September 14, 2011.
|
/s/ Russell Haraburda
|
|||
Chief Executive Officer
and Principal Executive Officer
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ Russell Haraburda
|
Russell Haraburda
|
President and Director,
|
September 14, 2011.
|
|||
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
||||||
/s/ Roger Prasad
|
Roger Prasad
|
Director
|
September 14, 2011.
|
Re:
|
Enviratrends, Inc.
Registration Statement on Form S-1
File No. 333-164086
|
|
·
|
Should the Commission of the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
|
|
·
|
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
|
|
·
|
The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|
Sincerely,
|
/s/ Russell Haraburda, President
|
Russell Haraburda, President
|
Enviratrends, Inc.
|