Authentic Teas Inc.: Form S-1/A - Filed by newsfilecorp.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Authentic Teas Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
5141
(Primary Standard Industrial
Classification Code Number)
33-1221102
(I.R.S. Employer Identification
Number)
Suite 1801-1 Yonge Street
Toronto, Ontario M5E 2A3
Canada
Telephone: 416- 306-2493
(Address,
including zip code, and telephone number,
including area code, of
registrant’s principal executive offices)
National Registered Agents, Inc.
1000 East William
Street Suite 204, Carson City, 89701
Tel: 1-800-550-6724
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
Copy of Communications To:
Clark Wilson LLP
Suite 800 - 885 West Georgia Street
Vancouver, British
Columbia V6C 3H1, Canada
Telephone: (604) 687-5700
From time to time 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, 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 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(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 definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| 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(1) |
Proposed Maximum
Offering Price
Per Share |
Proposed Maximum
Aggregate Offering
Price(2)(3) |
Amount of
Registration Fee |
| Common Stock offered by selling shareholders
|
1,011,600 |
$0.30 |
$303,480 |
$35.23 |
| (1) |
An indeterminate number of additional shares of common
stock shall be issuable pursuant to Rule 416 under the Securities Act of
1933 to prevent dilution resulting from stock splits, stock dividends or
similar transactions and in such an event the number of shares registered
shall automatically be increased to cover the additional shares in
accordance with Rule 416. |
| |
|
| (2) |
Estimated in accordance with Rule 457(o) under the
Securities Act of 1933 solely for the purpose of computing the amount of
the registration fee. |
| |
|
| (3) |
The selling stockholders may sell their shares of the
registrant’s common stock at a fixed price of $0.30 per share until shares
of the registrant’s common stock are quoted on the OTC Bulletin Board,
NASDAQ, or NYSE Amex and thereafter at prevailing market prices or
privately negotiated prices. The registrant’s common stock is presently
not traded on the market or securities exchange, and the registrant has
not applied for listing or quotation on any public
market. |
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
ii
Explanatory Note
This Amendment No. 4 to Authentic Teas, Inc.’s Registration
Statement on Form S-1 is being filed solely for the purposes of correcting the Calculation of Registration Fee table on page ii.
3
Information Not Required in Prospectus
Other Expenses of Issuance and Distribution
The following table sets forth the expenses payable by us in
connection with the issuance and distribution of the securities being registered
hereunder. No such expenses will be borne by the selling stockholders. All of
the amounts shown are estimates, except for the Securities and Exchange
Commission registration fees.
| Securities and Exchange Commission registration fees |
$ |
12 |
|
| Accounting fees and expenses |
|
15,000 |
|
| Legal fees and expenses |
|
25,000 |
|
| Transfer agent and registrar fees |
|
2,000 |
|
| Miscellaneous expenses |
|
5,000
|
|
| Total |
$ |
47,012 |
|
Indemnification of Directors and Officers
Nevada Revised Statutes provide that:
- a corporation may indemnify 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful;
- a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred by him or her in connection with the defense or
settlement of the action or suit if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper; and
- to the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding, or in defense of any claim, issue or matter therein, the
corporation must indemnify him or her against expenses, including attorneys’
fees, actually and reasonably incurred by him or her in connection with the
defense.
Nevada Revised Statutes provide that we may make any
discretionary indemnification only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:
- by our stockholders;
- by our board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
- if a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion;
- if a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion; or
- by court order.
4
Nevada Revised Statutes provide that a corporation may purchase
and maintain insurance or make other financial arrangements on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the corporation has
the authority to indemnify him against such liability and expenses.
Our bylaws also require us to indemnify directors, officers and
employees to the fullest extent allowed by law, provided, however, that it will
be within the discretion of our board of directors whether to advance any funds
in advance of disposition of any action, suit or proceeding.
Recent Sales of Unregistered Securities
On July 15, 2010, we issued 2,500,000 common shares to Hrant
Isbeceryan at a price per share of $0.001 for total proceeds of $2,500. We
issued these shares in an offshore transaction relying on Rule 903 of Regulation
S of the Securities Act of 1933 and/or Section 4(2) of the Securities Act of
1933.
On July 15, 2010, we issued 250,000 common shares to David
Richardson at a price per share of $0.001 for total proceeds of $250. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
On August 3, 2010, we issued 250,000 common shares to Evan
Hershfield at a price per share of $0.001 for total proceeds of $250. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
On September 12, 2010, we issued 200,000 common shares to one
subscriber at a price per share of $0.01 for total proceeds of $2,000. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On September 20, 2010, we issued 200,000 common shares to one
subscriber at a price per share of $0.01 for total proceeds of $2,000. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On September 25, 2010, we issued 200,000 common shares to one
subscriber at a price per share of $0.01 for total proceeds of $2,000. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On September 27, 2010, we issued 200,000 common shares to one
subscriber at a price per share of $0.01 for total proceeds of $2,000. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On October 13, 2010, we issued 200,000 common shares to one
subscriber at a price per share of $0.01 for total proceeds of $2,000. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On November 8, 2010, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933. The
subscriber represented that he or she was not a “U.S. Person” as that term is
defined in Regulation S.
5
On November 15, 2010, we issued 800 common shares to two
subscribers at a price per share of $0.25 for total proceeds of $200. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On November 27, 2010, we issued 800 common shares to two
subscribers at a price per share of $0.25 for total proceeds of $200. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On December 8, 2010, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On December 9, 2010, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On January 4, 2011, we issued 1,600 common shares to four
subscribers at a price per share of $0.25 for total proceeds of $400. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On January 7, 2011, we issued 800 common shares to two
subscribers at a price per share of $0.25 for total proceeds of $200. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On January 22, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On January 28, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On January 29, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On February 5, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On February 9, 2011, we issued 1,200 common shares to three
subscribers at a price per share of $0.25 for total proceeds of $300. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term is defined in Regulation S.
6
On February 12, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On February 15 2011, we issued 800 common shares to two
subscribers at a price per share of $0.25 for total proceeds of $200. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On February 16, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On February 17 2011, we issued 800 common shares to two
subscribers at a price per share of $0.25 for total proceeds of $200. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
Each subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On April 7, 2011, we issued 400 common shares to one subscriber
at a price per share of $0.25 for total proceeds of $100. We issued these shares
in an offshore transaction relying on Rule 903 of Regulation S of the Securities
Act of 1933 and/or Section 4(2) of the Securities Act of 1933. The subscriber
represented that he or she was not a “U.S. Person” as that term is defined in
Regulation S.
On April 20, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
On April 21, 2011, we issued 400 common shares to one
subscriber at a price per share of $0.25 for total proceeds of $100. We issued
these shares in an offshore transaction relying on Rule 903 of Regulation S of
the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.
The subscriber represented that he or she was not a “U.S. Person” as that term
is defined in Regulation S.
Exhibits
| Exhibit |
|
| Number |
Description |
| |
|
| (3) |
Articles of Incorporation
and Bylaws |
| |
|
| 3.1(1) |
Articles of Incorporation |
| |
|
| 3.2(1) |
Bylaws |
| |
|
| (5) |
Opinion regarding
Legality |
| |
|
| 5.1* |
Opinion of Clark Wilson LLP
regarding the legality of the securities being registered |
| |
|
| (10) |
Material Contracts |
| |
|
| 10.1(1) |
Agreement between Authentic
Teas Inc. and HAM Ltd. Co dated June 15, 2010 |
| |
|
| 10.2(1) |
Lease Agreement between
Authentic Teas Inc. and 107684 Canada Inc. dated July 30, 2010 |
| |
|
| 10.3(2) |
Form of Subscription Agreement
for $0.001 |
7
| 10.4(2) |
Form of Subscription Agreement for $0.01 |
| |
|
| 10.5(2) |
Form of Subscription Agreement for $0.25 |
| |
|
| (23) |
Consents of Experts and Counsel |
| |
|
| 23.1(3) |
Consent of MaloneBailey LLP |
| |
|
| 23.2* |
Consent of Clark Wilson LLP (included in Exhibit 5.1) |
| |
|
| (1) |
Incorporated by reference from
our Registration Statement on Form S-1 filed on June 17, 2011. |
| |
|
| (2) |
Incorporated by reference from
our Registration Statement on Form S-1/A filed on July 25, 2011. |
| |
|
| (3) |
Incorporated by reference from
our Registration Statement on Form S-1/A filed on August 16, 2011. |
*Filed herewith.
8
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:
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 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 Securities and Exchange
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; and
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; and
4.
That, 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.
That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
| |
(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 |
9
| |
(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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant 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 by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Toronto,
Province of British Columbia, Canada, on September 6, 2011.
AUTHENTIC TEAS INC.
By:
/s/ Hrant Isbeceryan
Hrant Isbeceryan
President
and Director
(Principal Executive Officer)
Date: September 6, 2011
/s/ David Lewis Richardson
David Lewis Richardson
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
Date: September 6, 2011
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Hrant Isbeceryan
Hrant Isbeceryan
President
and Director
(Principal Executive Officer)
Date: September 6, 2011
/s/ David Lewis Richardson
David Lewis Richardson
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
Date: September 6, 2011
/s/ Evan Michael Hershfield
Evan Michael Hershfield
Director
Date: September 6, 2011
