Nevada
|
1389
|
27-2830681
|
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Industrial Classification Code)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Title of Each Class Of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Aggregate
Offering Price
per share
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of Registration fee
|
||||||||||||
Common Stock, $0.0001 par value per share
|
1,012,516
|
$
|
0.75(2)
|
$
|
759,387(2)
|
$
|
54.14
|
|||||||||
Common Stock, $0.0001 par value per share issuable upon exercise of the Warrants
|
2,025,032
|
$
|
2.50
|
$
|
5,062,580
|
$
|
360.96
|
|||||||||
Total registration Fees
|
3,037,548
|
$
|
5,821,967
|
$
|
415.10
|
PAGE | |
PROSPECTUS SUMMARY
|
1
|
SUMMARY OF FINANCIAL INFORMATION
|
3
|
RISK FACTORS
|
4
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
8
|
USE OF PROCEEDS
|
8
|
DETERMINATION OF OFFERING PRICE
|
8
|
DILUTION
|
9
|
SELLING SECURITY HOLDERS
|
9
|
PLAN OF DISTRIBUTION
|
13
|
DESCRIPTION OF SECURITIES TO BE REGISTERED
|
14
|
INTERESTS OF NAMED EXPERTS AND COUNSEL
|
15
|
DESCRIPTION OF BUSINESS
|
16
|
DESCRIPTION OF PROPERTY
|
17
|
LEGAL PROCEEDINGS
|
17
|
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
17
|
INDEX TO FINANCIAL STATEMENTS
|
F-1
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
18
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
|
19
|
AND FINANCIAL DISCLOSURE
|
19
|
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
|
19
|
EXECUTIVE COMPENSATION
|
20
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
21
|
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
|
22
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
22
|
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES.
|
22
|
Common Stock offered by selling security holders
|
3,037,548 shares of our Common Stock, including: (i) up to 1,012,516 shares of our Common Stock previously issued to the selling shareholders; and (ii) to up to 2,025,032 shares of our Common Stock issuable upon exercise of the outstanding warrants, exercisable at a price of $2.50 per share that were issued in connection with the private placement that closed on July 31, 2010. These warrants are immediately callable by us if the our Common Stock trades for a period of 20 consecutive trading days at an average price of $3.00 per share or greater. The 1,012,516 shares issued to the selling shareholders in the private placement represents 16.84 % of our current outstanding common stock.
|
|
Common stock outstanding before the offering
|
6,012,516 common shares as of October 25, 2010.
|
|
Common stock outstanding after the offering (includes the exercise of all of the shares underlying the Warrants)
|
8,037,548 shares.
|
|
Use of proceeds
|
We are not selling any shares of the common stock covered by this prospectus. To the extent that the selling stockholders exercise in cash all of the Warrants at the exercise price of $2.50 per share, we would receive $5,062,580 in the aggregate from such exercise. The proceeds from the cash exercise of such warrants, if any, will be used by us for working capital and other general corporate purposes.
|
|
Risk Factors
|
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 7.
|
|
For the Period
from Inception
(June 10, 2010) through
July 31, 2010
|
||||
STATEMENT OF OPERATIONS
|
||||
Revenues
|
$
|
-
|
||
Total Operating Expenses
|
212,440
|
|||
Professional Fees
|
201,250
|
|||
General and Administrative Expenses
|
11,190
|
|||
Net Loss
|
(212,440
|
)
|
As of
July 31, 2010
|
||||
BALANCE SHEET DATA
|
||||
Cash
|
$
|
495,536
|
||
Total Assets
|
495,536
|
|||
Total Liabilities
|
15,000
|
|||
Total Stockholders’ Equity
|
480,536
|
Name
|
Shares of
Common Stock Beneficially
Owned Prior
To Offering (1)
|
Maximum
Number of
Shares of
Common Stock
to be Offered
|
Number of Shares
of Common Stock
Beneficially
Owned After
Offering
|
Percent
Ownership
After
Offering (2)
|
Badger, Carleton M. (3)
|
3,068
|
9,204
|
0
|
0%
|
Bauz, Karl F. (4)
|
20,000
|
60,000
|
0
|
0%
|
Benchmark Capital (5)
|
35,000
|
105,000
|
0
|
0%
|
Blue, Robert E. Jr. (6)
|
6,667
|
20,001
|
0
|
0%
|
Calhoun, Harry W. & Barbara A. -Joint Subscribers (7)
|
6,670
|
20,010
|
0
|
0%
|
Callan, J. Laurence (8)
|
6,700
|
20,100
|
0
|
0%
|
Callan, P. Douglas (9)
|
4,000
|
12,000
|
0
|
0%
|
Chack, Janis D. (10)
|
66,667
|
200,001
|
0
|
0%
|
Coe, Paul R.-Imperial Capital LLC STE (11)
|
20,000
|
60,000
|
0
|
0%
|
Cohen, Cheryl (12)
|
13,334
|
40,002
|
0
|
0%
|
Cohen, Jamie Rebecca (13)
|
10,000
|
30,000
|
0
|
0%
|
Cohen, Michael Stuart (14)
|
10,000
|
30,000
|
0
|
0%
|
Consaley, Frederick E. & Helen J. - Joint Subscribers (15)
|
13,500
|
40,500
|
0
|
0%
|
Ebert, Edward C. (16)
|
26,667
|
80,001
|
0
|
0%
|
Ebert, Karen M. (17)
|
6,667
|
20,001
|
0
|
0%
|
Eisen, Sally S. (Eisen Family Trust) (18)
|
20,000
|
60,000
|
0
|
0%
|
Ellis, Carol-IRA (19)
|
3,059
|
9,177
|
0
|
0%
|
Ellis, Stephen & Carol JTWROS - Joint Subscribers (20)
|
30,006
|
90,018
|
0
|
0%
|
Ferguson, Jean (21)
|
13,334
|
40,002
|
0
|
0%
|
Flax, Lance (22)
|
6,667
|
20,001
|
0
|
0%
|
Flax, Lauren (23)
|
3,334
|
10,002
|
0
|
0%
|
Flax, Marian H. (24)
|
6,667
|
20,001
|
0
|
0%
|
Garre, MaryJo S. (25)
|
20,000
|
60,000
|
0
|
0%
|
Goldfine, Howard R.(26)
|
20,000
|
60,000
|
0
|
0%
|
Hanan, Lisa G. (27)
|
10,000
|
30,000
|
0
|
0%
|
Hanan, Scott H. (28)
|
23,334
|
70,002
|
0
|
0%
|
Hawkins, Barry C. (29)
|
13,334
|
40,002
|
0
|
0%
|
Hollway, John F. (30)
|
26,667
|
80,001
|
0
|
0%
|
HWC LLC (31)
|
66,667
|
200,001
|
0
|
0%
|
Hyatt, Geoffrey (32)
|
20,000
|
60,000
|
0
|
0%
|
Keller, Laurence D. (33)
|
10,000
|
30,000
|
0
|
0%
|
Keszeli, Dr. Alexander C. & Kim - Joint Subscribers (34)
|
20,000
|
60,000
|
0
|
0%
|
Lisausky, Adam (35)
|
6,667
|
20,001
|
0
|
0%
|
Macrae-Gibson, Gavin (36)
|
33,334
|
100,002
|
0
|
0%
|
Madian, Susan (37)
|
13,334
|
40,002
|
0
|
0%
|
Manzo, Angela S. (38)
|
10,000
|
30,000
|
0
|
0%
|
Manzo, Donald A. (39)
|
10,000
|
30,000
|
0
|
0%
|
O’Brien , Anne E. (40)
|
13,334
|
40,002
|
0
|
0%
|
Patten, Kathleen N. (41)
|
32,000
|
96,000
|
0
|
0%
|
Peacock, James P. Sr. (42)
|
5,000
|
15,000
|
0
|
0%
|
Peacock, Rebecca A. (43)
|
5,000
|
15,000
|
0
|
0%
|
Picariello, Michael A. & Darocha, Irene B.- Joint Subscribers (44)
|
20,000
|
60,000
|
0
|
0%
|
Robinson, Wendell Walker (45)
|
13,500
|
40,500
|
0
|
0%
|
Samkavitz, Sandra G. (46)
|
13,334
|
40,002
|
0
|
0%
|
Schanz, Francis J. Jr. (47)
|
20,000
|
60,000
|
0
|
0%
|
Schink, William B. (48)
|
5,000
|
15,000
|
0
|
0%
|
Smith, Brenda Ann (49)
|
20,000
|
60,000
|
0
|
0%
|
Stein, Neil A. & Diane M. -Joint Subscribers (50)
|
6,667
|
20,001
|
0
|
0%
|
Stern, Alan & Deborah - Joint Subscribers (51)
|
28,000
|
84,000
|
0
|
0%
|
Stewart, Christopher R. (52)
|
46,667
|
140,001
|
0
|
0%
|
Talarico, Michael J. & Sharron G. - Joint Subscribers (53)
|
14,000
|
42,000
|
0
|
0%
|
Twigg, Maria (54)
|
13,334
|
40,002
|
0
|
0%
|
Twigg, Todd Alan (55)
|
13,334
|
40,002
|
0
|
0%
|
Wichert, Cathy A. (Living Trust) (56)
|
33,334
|
100,002
|
0
|
0%
|
Williams, Daniel (Trust) (57)
|
6,667
|
20,001
|
0
|
0%
|
Williams, James P. (58)
|
20,000
|
60,000
|
0
|
0%
|
Williams, Joshua Paul (Trust) (59)
|
6,667
|
20,001
|
0
|
0%
|
Williams, Matthew (Trust) (60)
|
6,667
|
20,001
|
0
|
0%
|
Wisniewski, Mark W. (61)
|
8,000
|
24,000
|
0
|
0%
|
Wisniewski, William (62)
|
6,667
|
20,001
|
0
|
0%
|
Wissner, Beverlie F., TTE (Trust) (63)
|
10,000
|
30,000
|
0
|
0%
|
Wissner, Donald A., TTE (Trust) (64)
|
10,000
|
30,000
|
0
|
0%
|
TOTAL
|
1,012,516
|
3,037,548
|
0
|
0%
|
(1)
|
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our Common Stock, or convertible or exercisable into shares of our Common Stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes below, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.
|
(2)
|
The percentage of beneficial ownership is based on 3,037,548 shares of Common Stock outstanding post-offering, which includes the 2,025,032 shares of Common Stock underlying the Warrants.
|
(3)
|
Maximum number of shares offered consists of 3,068 shares of our Common and 6,136 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(4)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(5)
|
Maximum number of shares offered consists of 35,000 shares of our Common Stock and 70,000 shares of our Common Stock underlying the Warrant issued to Benchmark Capital. John Patten is the Principal of Benchmark Capital. John Patten, acting alone, has voting and dispositive power over the shares beneficially owned by Benchmark Capital.
|
(6)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(7)
|
Maximum number of shares offered consists of 6,670 shares of our Common and 13,400 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(8)
|
Maximum number of shares offered consists of 6,700 shares of our Common and 13,400 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(9)
|
Maximum number of shares offered consists of 4,000 shares of our Common and 8,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(10)
|
Maximum number of shares offered consists of 66,667 shares of our Common and 133,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(11)
|
Maximum number of shares offered consists of 20,000 shares of our Common Stock and 40,000 shares of our Common Stock underlying the Warrant issued to Imperial Capital LLC. Paul R. Coe is the Principal of Imperial Capital LLC. Paul R. Coe, acting alone, has voting and dispositive power over the shares beneficially owned by Imperial Capital LLC.
|
(12)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(13)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(14)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(15)
|
Maximum number of shares offered consists of 13,500 shares of our Common and 27,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(16)
|
Maximum number of shares offered consists of 26,667 shares of our Common and 53,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(17)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(18)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(19)
|
Maximum number of shares offered consists of 3,059 shares of our Common and 6,118 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(20)
|
Maximum number of shares offered consists of 30,006 shares of our Common and 60,012 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(21)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(22)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(23)
|
Maximum number of shares offered consists of 3,334 shares of our Common and 6,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(24)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(25)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(26)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(27)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(28)
|
Maximum number of shares offered consists of 23,334 shares of our Common and 46,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(29)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(30)
|
Maximum number of shares offered consists of 26,667 shares of our Common and 53,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(31)
|
Maximum number of shares offered consists of 66,667 shares of our Common Stock and 133,334 shares of our Common Stock underlying the Warrant issued to HWC LLC. David Callan is the Principal of HWC LLC. David Callan, acting alone, has voting and dispositive power over the shares beneficially owned by HWC LLC.
|
(32)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(33)
|
Maximum number of shares offered consists 10,000 of shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(34)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(35)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(36)
|
Maximum number of shares offered consists of 33,334 shares of our Common and 66,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(37)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(38)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(39)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(40)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(41)
|
Maximum number of shares offered consists of 32,000 shares of our Common and 64,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(42)
|
Maximum number of shares offered consists of 5,000 shares of our Common and 10,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(43)
|
Maximum number of shares offered consists of 5,000 shares of our Common and 10,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(44)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(45)
|
Maximum number of shares offered consists of 13,500 shares of our Common and 27,500 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(46)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(47)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(48)
|
Maximum number of shares offered consists of 5,000 shares of our Common and 10,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(49)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(50)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(51)
|
Maximum number of shares offered consists of 28,000 shares of our Common and 56,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(52)
|
Maximum number of shares offered consists of 46,667 shares of our Common and 93,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(53)
|
Maximum number of shares offered consists of 14,000 shares of our Common and 28,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(54)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(55)
|
Maximum number of shares offered consists of 13,334 shares of our Common and 26,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(56)
|
Maximum number of shares offered consists of 33,334 shares of our Common and 66,668 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(57)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(58)
|
Maximum number of shares offered consists of 20,000 shares of our Common and 40,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(59)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(60)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(61)
|
Maximum number of shares offered consists of 8,000 shares of our Common and 16,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(62)
|
Maximum number of shares offered consists of 6,667 shares of our Common and 13,334 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(63)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
(64)
|
Maximum number of shares offered consists of 10,000 shares of our Common and 20,000 shares of our Common Stock underlying the Warrants issued to the selling stockholder.
|
-
|
has had a material relationship with us other than as a shareholder at any time within the past three years;
|
|
-
|
Except for David Callan, has ever been one of our officers or directors or an officer or director of our predecessors or affiliates; or
|
|
-
|
are broker-dealers or affiliated with broker-dealers.
|
·
|
- ordinary broker transactions, which may include long or short sales;
|
·
|
- transactions involving cross or block trades on any securities or market where our common stock is trading;
|
·
|
- through direct sales to purchasers or sales effected through agents;
|
·
|
- through transactions in options, swaps or other derivatives (whether exchange listed of otherwise);
|
·
|
- any combination of the foregoing.
|
PAGE
|
F- 2
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F- 3
|
BALANCE SHEET AS OF JULY 31, 2010.
|
PAGE
|
F-4
|
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO JULY 31, 2010.
|
PAGE
|
F- 5
|
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO JULY 31, 2010.
|
PAGE
|
F- 6
|
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO JULY 31, 2010.
|
PAGES
|
F- 7 –
F- 12
|
NOTES TO FINANCIAL STATEMENTS.
|
PAGE
|
F-13
|
CONDENSED BALANCE SHEETS AS OF OCTOBER 31, 2010 (UNAUDITED) AND AS OF JULY 31, 2010.
|
PAGE
|
F-14
|
CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 AND FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO OCTOBER 31, 2010 (UNAUDITED).
|
PAGE
|
F-15
|
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO OCTOBER 31, 2010 (UNAUDITED).
|
PAGE
|
F-16
|
CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO OCTOBER 31, 2010 (UNAUDITED).
|
PAGE
|
F-17 –
F-21
|
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).
|
ASSETS
|
||||
July 31, 2010
|
||||
Current Assets
|
||||
Cash
|
$
|
495,536
|
||
Total Assets
|
$
|
495,536
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
Current Liabilities
|
||||
Accounts Payable & Accrued Expenses
|
$
|
15,000
|
||
Total Liabilities
|
$
|
15,000
|
||
Commitments and Contingencies
|
-
|
|||
Stockholders’ Equity
|
||||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
|
||||
none issued and outstanding
|
-
|
|||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,012,516 shares
|
||||
issued and outstanding
|
601
|
|||
Additional paid-in capital
|
746,375
|
|||
Less: Stock subscription receivable
|
(54,000
|
)
|
||
Deficit accumulated during the development stage
|
(212,440
|
)
|
||
Total Stockholders’ Equity
|
480,536
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
495,536
|
Alternative Energy & Environmental Solutions, Inc.
|
||||
(A Development Stage Company)
|
||||
Statement of Operations
|
||||
For the period from June 10, 2010
|
||||
(inception) to
July 31, 2010
|
||||
Operating Expenses
|
||||
Professional fees
|
$
|
201,250
|
||
General and administrative
|
11,190
|
|||
Total Operating Expenses
|
212,440
|
|||
LOSS FROM OPERATIONS BEFORE INCOME TAXES
|
(212,440
|
)
|
||
Provision for Income Taxes
|
-
|
|||
NET LOSS
|
$
|
(212,440
|
)
|
|
Net Loss Per Share - Basic and Diluted
|
$
|
(0.05
|
)
|
|
Weighted average number of shares outstanding
|
4,648,187
|
|||
during the period - Basic and Diluted
|
Alternative Energy & Environmental Solutions, Inc.
|
||||||||||||||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||||||||||||||
Statement of Changes in Stockholders’ Equity
|
||||||||||||||||||||||||||||||||
For the period from June 10, 2010 (Inception) to July 31, 2010
|
||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||
Preferred Stock
|
Common stock
|
Additional
|
accumulated during the
|
Total
|
||||||||||||||||||||||||||||
paid-in
|
development
|
Subscription
|
Stockholders’
|
|||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Receivable
|
Equity
|
|||||||||||||||||||||||||
Balance June 10, 2010
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||
Common stock issued for cash to founders ($0.0001 per share)
|
5,000,000
|
500
|
-
|
-
|
-
|
500
|
||||||||||||||||||||||||||
Common stock issued for cash ($0.75/ per share)
|
-
|
-
|
1,012,516
|
101
|
759,275
|
-
|
(54,000
|
)
|
705,376
|
|||||||||||||||||||||||
Stock Offering Costs
|
-
|
-
|
-
|
-
|
(15,000
|
)
|
-
|
-
|
(15,000
|
)
|
||||||||||||||||||||||
In kind contribution of services
|
-
|
-
|
-
|
-
|
2,100
|
-
|
-
|
2,100
|
||||||||||||||||||||||||
Net loss for the period June 10, 2010 (inception) to July 31, 2010
|
-
|
-
|
-
|
-
|
-
|
(212,440
|
)
|
-
|
(212,440
|
)
|
||||||||||||||||||||||
Balance, July 31, 2010
|
-
|
$
|
-
|
6,012,516
|
$
|
601
|
$
|
746,375
|
$
|
(212,440
|
)
|
$
|
(54,000
|
)
|
$
|
480,536
|
(A Development Stage Company)
|
||||
Statement of Cash Flows
|
||||
For the period from June 10, 2010
|
||||
(inception) to July 31, 2010
|
||||
Cash Flows Used in Operating Activities:
|
||||
Net Loss
|
$
|
(212,440
|
)
|
|
Adjustments to reconcile net loss to net cash used in operations
|
||||
In-kind contribution of services
|
2,100
|
|||
Changes in operating assets and liabilities:
|
||||
(Decrease) Increase in accounts payable and accrued expenses
|
15,000
|
|||
Net Cash Used In Operating Activities
|
(195,340
|
)
|
||
Cash Flows From Financing Activities:
|
||||
Proceeds from issuance of common stock, net of offering costs
|
690,876
|
|||
Net Cash Provided by Financing Activities
|
690,876
|
|||
Net Increase in Cash
|
495,536
|
|||
Cash at Beginning of Period
|
-
|
|||
Cash at End of Period
|
$
|
495,536
|
||
Supplemental Disclosure of Cash Flow Information:
|
||||
Cash paid for interest
|
$
|
-
|
||
Cash paid for taxes
|
$
|
-
|
||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||
Stock issued for subscription receivable
|
$
|
54,000
|
Year Ended June 30,
|
||||
2010
|
||||
Statutory rate applied to earnings before income taxes:
|
$
|
(81,904
|
) | |
Increase (decrease) in income taxes resulting from:
|
||||
State income taxes
|
-
|
|||
Change in deferred tax asset valuation allowance
|
81,094
|
|||
Non-deductible expenses
|
810
|
|||
Income Tax Expense
|
$
|
-
|
||
July 31, 2010
|
||||
Deferred tax liability:
|
$
|
-
|
||
Deferred tax asset
|
||||
Net Operating Loss Carryforward
|
81,094
|
|||
Valuation allowance
|
(81,094
|
) | ||
Net deferred tax asset
|
-
|
|||
Net deferred tax liability
|
$
|
-
|
2010
|
||||
Federal
|
||||
Current
|
$
|
-
|
||
Deferred
|
-
|
|||
$
|
-
|
|||
State and Local
|
||||
Current
|
$
|
-
|
||
Deferred
|
-
|
|||
$
|
-
|
|||
Number of Warrants
|
Weighted Average Exercise Price
|
|||||||
Warrants
|
||||||||
Balance at June 10, 2010 (Inception)
|
-
|
-
|
||||||
Granted
|
2,025,032
|
|||||||
Exercised
|
-
|
|||||||
Forfeited
|
-
|
|||||||
Balance at July 31, 2010
|
2,025,032
|
|||||||
Warrants exercisable at July 31, 2010
|
2,025,032
|
$
|
2.50
|
|||||
Weighted average fair value of warrants granted during the period ending July 31, 2010
|
$
|
2.50
|
2010 Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
July 31, 2010
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
July 31, 2010
|
Weighted Average Exercise Price
|
|||||||||||||||||
$
|
2.50
|
2,025,032
|
4.88
|
$
|
2.50
|
2,025,032
|
$
|
2.50
|
Alternative Energy & Environmental Solutions, Inc.
|
||||||||
(A Development Stage Company)
|
||||||||
Condensed Balance Sheets
|
||||||||
ASSETS
|
||||||||
October 31, 2010
|
July 31, 2010
|
|||||||
(Unaudited)
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 106,667 | $ | 495,536 | ||||
Total Assets
|
$ | 106,667 | $ | 495,536 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable & Accrued Expenses
|
$ | 12,250 | $ | 15,000 | ||||
Total Liabilities
|
12,250 | 15,000 | ||||||
Commitments and Contingencies
|
- | - | ||||||
Stockholders' Equity
|
||||||||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
|
||||||||
none issued and outstanding
|
- | - | ||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,012,513 shares
|
||||||||
and 6,012,513 issued and outstanding, respectively
|
601 | 601 | ||||||
Additional paid-in capital
|
746,100 | 746,375 | ||||||
Less: Stock subscription receivable
|
- | (54,000 | ) | |||||
Deficit accumulated during the development stage
|
(652,284 | ) | (212,440 | ) | ||||
Total Stockholders' Equity
|
94,417 | 480,536 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 106,667 | $ | 495,536 | ||||
Alternative Energy & Environmental Solutions, Inc.
|
||||||||
(A Development Stage Company)
|
||||||||
Condensed Statements of Operations
|
||||||||
(Unaudited)
|
||||||||
For the Three Months Ended
|
For the period from June 10, 2010
|
|||||||
October 31, 2010
|
(Inception) to October 31, 2010
|
|||||||
Operating Expenses
|
||||||||
Professional fees
|
$ | 21,174 | $ | 22,424 | ||||
Consulting Expense
|
413,500 | 613,500 | ||||||
General and administrative
|
5,170 | 16,360 | ||||||
Total Operating Expenses
|
439,844 | 652,284 | ||||||
LOSS FROM OPERATIONS BEFORE INCOME TAXES
|
(439,844 | ) | (652,284 | ) | ||||
Provision for Income Taxes
|
- | - | ||||||
NET LOSS
|
$ | (439,844 | ) | $ | (652,284 | ) | ||
Net Loss Per Share - Basic and Diluted
|
$ | (0.05 | ) | |||||
Weighted average number of shares outstanding
|
6,012,513 | |||||||
during the period - Basic and Diluted
|
(A Development Stage Company)
|
||||||||||||||||||||||||||||||||
Condensed Statement of Changes in Stockholders' Equity /(Deficiency)
|
||||||||||||||||||||||||||||||||
For the period from June 10, 2010 (Inception) to October 31, 2010
|
||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||
Preferred Stock
|
Common stock
|
Additional
|
accumulated during the
|
Total
|
||||||||||||||||||||||||||||
paid-in
|
development
|
Subscription
|
Stockholders'
|
|||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Receivable
|
Equity
|
|||||||||||||||||||||||||
Balance June 10, 2010
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Common stock issued for cash to founders ($0.0001 per share)
|
5,000,000 | 500 | - | - | - | 500 | ||||||||||||||||||||||||||
Common stock issued for cash ($0.75/ per share)
|
- | - | 1,012,513 | 101 | 759,275 | - | (54,000 | ) | 705,376 | |||||||||||||||||||||||
Stock Offering Costs
|
- | - | - | - | (15,000 | ) | - | - | (15,000 | ) | ||||||||||||||||||||||
In kind contribution of services
|
- | - | - | - | 2,100 | - | - | 2,100 | ||||||||||||||||||||||||
Net loss for the period June 10, 2010 (inception) to July 31, 2010
|
- | - | - | - | - | (212,440 | ) | - | (212,440 | ) | ||||||||||||||||||||||
Balance, July 31, 2010
|
- | - | 6,012,513 | 601 | 746,375 | (212,440 | ) | (54,000 | ) | 480,536 | ||||||||||||||||||||||
Collection of stock subscription receivable
|
- | - | - | - | - | - | 54,000 | 54,000 | ||||||||||||||||||||||||
Stock Offering Costs
|
- | - | - | - | (4,175 | ) | - | - | (4,175 | ) | ||||||||||||||||||||||
In kind contribution of services
|
- | - | - | - | 3,900 | - | - | 3,900 | ||||||||||||||||||||||||
Net loss for the Three month period ended October 31, 2010
|
- | - | - | - | - | (439,844 | ) | - | (439,844 | ) | ||||||||||||||||||||||
Balance, October 31, 2010
|
- | $ | - | 6,012,513 | $ | 601 | $ | 746,100 | $ | (652,284 | ) | $ | - | $ | 94,417 | |||||||||||||||||
(A Development Stage Company)
|
||||||||
Condensed Statement of Cash Flows
|
||||||||
(Unaudited)
|
||||||||
For the Three Months Ended
|
For the period from June 10, 2010
|
|||||||
October 31, 2010
|
(Inception) to October 31, 2010
|
|||||||
Cash Flows Used in Operating Activities:
|
||||||||
Net Loss
|
$ | (439,844 | ) | $ | (652,284 | ) | ||
Adjustments to reconcile net loss to net cash used in operations
|
||||||||
In-kind contribution of services
|
3,900 | 6,000 | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Decrease) Increase in accounts payable and accrued expenses
|
(2,750 | ) | 12,250 | |||||
Net Cash Used In Operating Activities
|
(438,694 | ) | (634,034 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from issuance of common stock, net of offering costs
|
49,825 | 740,701 | ||||||
Net Cash Provided by Financing Activities
|
49,825 | 740,701 | ||||||
Net Increase (Decrease) in Cash
|
(388,869 | ) | 106,667 | |||||
Cash at Beginning of Period
|
495,536 | - | ||||||
Cash at End of Period
|
$ | 106,667 | $ | 106,667 | ||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for taxes
|
$ | - | $ | - | ||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||
Stock issued for subscription receivable
|
$ | - | $ | 54,000 | ||||
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
NOTE 2
|
STOCKHOLDERS’ EQUITY
|
Number of Warrants
|
Weighted Average Exercise Price
|
|||||||
Warrants
|
||||||||
Balance at July 31, 2010
|
2,025,032
|
2.50
|
||||||
Granted
|
-
|
|||||||
Exercised
|
-
|
|||||||
Forfeited
|
-
|
|||||||
Balance at October 31, 2010
|
2,025,032
|
|||||||
Warrants exercisable at October 31, 2010
|
2,025,032
|
$
|
2.50
|
|||||
Weighted average fair value of warrants granted during the period ending October 31, 2010
|
$
|
2.50
|
2010 Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
Range of Exercise Price
|
Number
Outstanding at
October 31, 2010
|
Weighted Average Remaining Contractual Life
|
Weighted Average Exercise Price
|
Number
Exercisable at
October 31, 2010
|
Weighted Average Exercise Price
|
|||||||||||||||||
$
|
2.50
|
2,025,032
|
4.63
|
$
|
2.50
|
2,025,032
|
$
|
2.50
|
Name
|
Age
|
Position
|
Scott Williams
|
59
|
President, Chief Executive Officer and Director
|
David Callan
|
45
|
Chief Financial Officer, Secretary and Director
|
John Tilger
|
45
|
Director
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
||||||||||||
Scott Williams, President, Chief Executive Officer and Director
|
2010
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
||||||||||
David Callan, Secretary and Treasurer
|
2010
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
||||||||||
John Tilger,
Director
|
2010
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
Name
|
Number of Shares Beneficially Owned
|
Percent of Class (1)
|
||||||
Scott Williams,
President, CEO, Director
4 Timber Knoll Drive
Washington Crossing, PA 18977
|
5,000,000
|
83.16
|
%
|
|||||
All Executive Officers and Directors as a group (1 person)
|
5,000,000
|
83.16
|
%
|
Securities and Exchange Commission registration fee
|
$
|
415
|
||
Federal Taxes
|
$
|
0
|
||
State Taxes and Fees
|
$
|
0
|
||
Transfer Agent Fees
|
$
|
0
|
||
Accounting fees and expenses
|
$
|
5,000
|
||
Legal fees and expense
|
$
|
35,000
|
||
Blue Sky fees and expenses
|
$
|
1,500
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
41,915
|
Name (1)
|
Shares of Common Stock
Beneficially Owned (2)
|
Badger, Carleton M.
|
3,068
|
Bauz, Karl F.
|
20,000
|
Benchmark Capital
|
35,000
|
Blue, Robert E. Jr.
|
6,667
|
Calhoun, Harry W. & Barbara A. -Joint Subscribers
|
6,670
|
Callan, J. Laurence (3)
|
6,700
|
Callan, P. Douglas (4)
|
4,000
|
Chack, Janis D.
|
66,667
|
Coe, Paul R.-Imperial Capital LLC STE
|
20,000
|
Cohen, Cheryl
|
13,334
|
Cohen, Jamie Rebecca
|
10,000
|
Cohen, Michael Stuart
|
10,000
|
Consaley, Frederick E. & Helen J. - Joint Subscribers
|
13,500
|
Ebert, Edward C.
|
26,667
|
Ebert, Karen M.
|
6,667
|
Eisen, Sally S. (Eisen Family Trust)
|
20,000
|
Ellis, Carol-IRA
|
3,059
|
Ellis, Stephen & Carol JTWROS - Joint Subscribers
|
30,006
|
Ferguson, Jean
|
13,334
|
Flax, Lance
|
6,667
|
Flax, Lauren
|
3,334
|
Flax, Marian H.
|
6,667
|
Garre, MaryJo S.
|
20,000
|
Goldfine, Howard R
|
20,000
|
Hanan, Lisa G.
|
10,000
|
Hanan, Scott H.
|
23,334
|
Hawkins, Barry C.
|
13,334
|
Hollway, John F.
|
26,667
|
HWC LLC
|
66,667
|
Hyatt, Geoffrey
|
20,000
|
Keller, Laurence D.
|
10,000
|
Keszeli, Dr. Alexander C. & Kim - Joint Subscribers
|
20,000
|
Lisausky, Adam
|
6,667
|
Macrae-Gibson, Gavin
|
33,334
|
Madian, Susan
|
13,334
|
Manzo, Angela S.
|
10,000
|
Manzo, Donald A.
|
10,000
|
O’Brien , Anne E.
|
13,334
|
Patten, Kathleen N.
|
32,000
|
Peacock, James P. Sr.
|
5,000
|
Peacock, Rebecca A.
|
5,000
|
Picariello, Michael A. & Darocha, Irene B.- Joint Subscribers
|
20,000
|
Robinson, Wendell Walker
|
13,500
|
Samkavitz, Sandra G.
|
13,334
|
Schanz, Francis J. Jr.
|
20,000
|
Schink, William B.
|
5,000
|
Smith, Brenda Ann
|
20,000
|
Stein, Neil A. & Diane M. -Joint Subscribers
|
6,667
|
Stern, Alan & Deborah - Joint Subscribers
|
28,000
|
Stewart, Christopher R.
|
46,667
|
Talarico, Michael J. & Sharron G. - Joint Subscribers
|
14,000
|
Twigg, Maria
|
13,334
|
Twigg, Todd Alan
|
13,334
|
Wichert, Cathy A. (Living Trust)
|
33,334
|
Williams, Daniel (Trust) (5)
|
6,667
|
Williams, James P. (6)
|
20,000
|
Williams, Joshua Paul (Trust) (6)
|
6,667
|
Williams, Matthew (Trust) (8)
|
6,667
|
Wisniewski, Mark W.
|
8,000
|
Wisniewski, William
|
6,667
|
Wissner, Beverlie F., TTE (Trust)
|
10,000
|
Wissner, Donald A., TTE (Trust)
|
10,000
|
TOTAL
|
1,012,516
|
(1)
|
Shareholdings of spouses are listed together.
|
(2)
|
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our Common Stock, or convertible or exercisable into shares of our Common Stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes below, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.
|
(3)
|
Laurence J. Callan is the father of David Callan, our Chief Financial Officer and Secretary.
|
(4)
|
Douglas P. Callan is the Uncle of David Callan, our Chief Financial Officer and Secretary.
|
(5)
|
Daniel Williams is the son of Scott Williams, our President, Chief Executive Officer and Director. Daniel’s shares are held in a trust.
|
(6)
|
James P. Williams is the brother of Scott Williams, our President, Chief Executive Officer and Director.
|
(7)
|
Joshua P. Williams is the son of Scott Williams, our President, Chief Executive Officer and Director. Joshua’s shares are held in a trust.
|
(8)
|
Matthew Williams is the son of Scott Williams, our President, Chief Executive Officer and Director. Matthew’s shares are held in a trust.
|
(A)
|
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
|
(B)
|
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
|
(C)
|
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
|
(D)
|
Except as set forth above, none of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
3.1
|
Articles of Incorporation [incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1filed on October 25, 2010]
|
3.2
|
By-Laws [incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1filed on October 25, 2010]
|
5.1
|
Opinion of Anslow & Jaclin, LLP
|
10.1
|
Subscription Agreement [incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1filed on October 25, 2010]
|
10.2
|
Form of Warrant [incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1filed on October 25, 2010]
|
10.3
|
Consulting Agreement between Alternative Energy and Environmental Solutions, Inc and Wytex Ventures, LLC dated as of July 5, 2010
|
23.1
|
Consent of Webb & Company, P.A.
|
23.2
|
Consent of Counsel (included as Exhibit 5.1)
|
ALTERNATIVE ENERGY AND ENVIRONMENTAL SOLUTIONS, INC.
|
|||
By:
|
/s/ Scott Williams
|
||
Name: Scott Williams
|
|||
Position: President, Chief Executive Officer, Director
|
By:
|
/s/ Scott Williams
|
||
Name: Scott Williams
|
|||
Position: President, Chief Executive Officer, Director
|
Signature
|
Title(s)
|
Date
|
||
/s/ Scott Williams
|
|
President, Chief Executive Officer, Director (principal executive officer)
|
December 28, 2010
|
|
Scott Williams
|
||||
/s/ David Callan
|
Chief Financial Officer, Secretary, Director
(principal accounting officer)
|
|||
David Callan
|
December 28, 2010
|
|||
/s/ John Tilger
|
Director
|
|||
John Tilger
|
December 28, 2010
|
WYTEX VENTURES, LLC
|
821 Frank Street
|
Sheridan, WY 82801
|
July 5, 2010
|
|
Webb & Company, P.A.
|
Certified Public Accountants
|
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Re: | Alternative Energy Environment Solutions, Inc. | |
Registration Statement on Form S-1 | ||
Filed October 25, 2010 | ||
File No. 333-170118 |
1.
|
Please revise your disclosure in this section and throughout the registration statement, as applicable, to clarify whether you own or are otherwise in possession of the microbial biotechnology. If you have not yet acquired the necessary biotechnology, please address how you plan to acquire it and from whom.
|
2.
|
To the extent that you have not yet acquired the necessary biotechnology to commence operations, please include a risk factor that addresses the risk that you are unable to acquire the technology that you need at reasonable prices, or not at all.
|
3.
|
Please include a risk factor that addresses the risk that the extraction technology does not work or that the technique proves too expensive to be performed cost-effectively.
|
4.
|
Please include a risk factor that addresses whether the environmental impact from tapping natural gas stored in shale rock is a material risk and that discusses the potential impact to the fresh-water aquifer in the Powder River Basin. In addition, you should discuss any problems posed by conservation groups and landowners who have demonstrated their opposition to other companies’ plans to develop more wells in Wyoming and Montana.
|
5.
|
Please provide in this risk factor an estimate of the amount of money you believe would be required to implement your business plan.
|
6.
|
Please provide in this risk factor, to the extent practicable, an estimate of the annual costs associated with public company reporting requirements that you believe you will incur.
|
7.
|
In order to illustrate this risk, please provide in this risk factor the range of the price of natural gas over the previous five years.
|
8.
|
In this risk factor, please indicate what regulators you are referring to and briefly describe the regulations you will have to comply with.
|
9.
|
Please state in this risk factor the names of those companies that you believe will be your principal competitors in the event that you successfully commence operations.
|
10.
|
We note your statement that “(n)utrient stimulation for coal bed methane production is considered by the U.S. Geological Survey to be an environmentally sound and inexpensive method to increase yields.” Please provide us with copies of the U.S. Geological Survey information that includes the statement you reference or provide us with material from a third-party independent source that includes references to this information.
|
11.
|
Please provide additional disclosure that states the bases of your statements that the Power River Basin has the potential to yield nearly 22 trillion cubic feet of coal bed methane during the next 20 years and the overall market potential is estimated to reach $10 billion in the next decade. If the U.S. Geological Survey is your source, please provide us copies of this information, either from the U.S. Geological Survey itself or from a third-party independent source that substantiates these statements.
|
12.
|
We note your statement on page 17 that “[your] officials have developed relationships with a number of these companies…” Please confirm to us supplementally that this is an accurate statement. If you are unable to do so, please delete this statement.
|
13.
|
We note that you entered into a consulting agreement for services with respect to furthering your business. Please file this agreement as an exhibit to your registration statement, on the basis that it is a material contract. If you disagree with our conclusion that this contract is material and should be filed, please provide us with your basis for this belief.
|
14.
|
We note that you refer to “[the Company’s] proprietary microbial-enhanced coal bed methane extraction technology”; “[the Company’s] innovative and environmentally sound biotechnology”; “[your] technology has been developed and refined since 2006, when Company associates initiated biogenic research with the University of Wyoming and the Western Research Institute”; and[your] biotech solution.” As the Company has not yet begun operations, these statements, which imply that you not only have acquired the methane extraction technology but that you have been developing it in conjunction with the University of Wyoming and the Western Research Institute, should be deleted. In addition, you should revise the registration statement as necessary throughout to eliminate any impression that you are in possession of this technology if this is not the case.
|
15.
|
Please provide additional disclosure that states the basis of your statement that more than half of the 22,000 natural gas wells in the Powder River Basin are considered low producing, depleted or abandoned.
|
16.
|
Please indicate in your disclosure whether John Tilger’s association with Wharton Advisors has been his principal occupation for the previous five years. If it has not, please expand your disclosure to provide information concerning his previous employment.
|
17.
|
Please amend your registration statement to provide the signatures of at least a majority of the members of your board of directors. Please refer to Instruction 1 to the signatures requirement of Form S-1.
|