0001380389-14-000116.txt : 20141110 0001380389-14-000116.hdr.sgml : 20141110 20141110171014 ACCESSION NUMBER: 0001380389-14-000116 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20141110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YGEIA Consulting Group, Inc. CENTRAL INDEX KEY: 0001615713 IRS NUMBER: 471157203 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-200082 FILM NUMBER: 141209677 BUSINESS ADDRESS: STREET 1: 1278 JUSTIN ROAD, STE. 109-B4 CITY: LEWISVILLE STATE: TX ZIP: 75077 BUSINESS PHONE: 877-922-0047 MAIL ADDRESS: STREET 1: 1278 JUSTIN ROAD, STE. 109-B4 CITY: LEWISVILLE STATE: TX ZIP: 75077 S-1 1 ygeia_forms1.htm YGEIA CONSULTING GROUP, INC. FORM S-1 UNITED STATES


As filed with the Securities and Exchange Commission on this November 10, 2014

Registration No.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1



 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


YGEIA CONSULTING GROUP, INC.

 (Name of registrant as specified in its charter)

 

Florida

 

7389

 

47-1157203

(State or Jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

Incorporation or organization)

 

Classification Code Number)

 

Identification No.)

 

YGEIA CONSULTING GROUP, INC.

1278 Justin Road Ste 109-B4

Lewisville, TX 75077

PH: 877-922-0047

 (Address and telephone number of registrant’s principal executive offices)

 

Clifford J. Hunt, Esquire

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772

727-471-0444

 (Name, address and telephone number of agent for service)

 







Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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 a 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. (Check one);


Large accelerated filer [  ]

Accelerated filer [  ]


Non-accelerated filer [  ]

Smaller reporting company [X]



1




 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered


Amount to be Registered


Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering Price


Amount of Registration Fee

Common Stock par value $0.0001

1,332,000

$0.075

$48,900.00

$5.68


The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.  The 1,332,000 shares of common stock identified in the table above relate to the Resale Offering by forty (40) selling shareholders.  This does not include 20,000,000 shares beneficially owned by our current officers, directors and affiliated persons.  There are a total of 21,332,000 shares of our common stock issued and outstanding as of November 10, 2014.


Investing in our common stock involves a high degree of risk. A potential investor should carefully consider the factors described under the heading “Risk Factors” beginning at page 8.


Neither the Securities and Exchange Commission nor any State Securities Commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED November 10, 2014.




2



The information in this prospectus is not complete and may be changed.  The securities offered by this prospectus may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective.  This prospectus is neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any state where an offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

Dated November 10, 2014

YGEIA CONSULTING GROUP, INC.

1278 Justin Road Ste 109-B4

Lewisville, TX 75077

PH: 877-922-0047


The Securities Being Offered For Resale Are Shares of Common Stock of

YGEIA CONSULTING GROUP, INC.

Shares offered by Security Holders in Resale Offering

1,332,000


This prospectus relates to 1,332,000 shares of YGEIA CONSULTING GROUP, INC. Common Stock which is being offered in the Resale Offering, by the security holders named in this prospectus under the caption “Selling Security Holders.”  The 1,332,000 shares of common stock identified in the table above relate to the Resale Offering by forty (40) selling shareholders.  This does not include 20,000,000 shares beneficially owned by our current officers, directors and affiliated persons.  There are a total of 21,332,000 shares of our common stock issued and outstanding as of November 10, 2014.


It is our intention to seek quotation on the OTC Bulletin Board subsequent to the date of this prospectus.  The lack of a public market for our common stock may place purchasers of shares being offered at risk of having an illiquid security.  There can be no assurance that any market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.  The selling shareholders may sell shares of our common stock at a fixed price of $0.075 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Selling shareholders may be deemed underwriters as defined under the Securities Act of 1933. The company has no present plans to be acquired or to merge with another company nor does the company, or any of its shareholders, have plans to enter into a change of control or similar transaction


The offering shall terminate no later than 180 days from the effective date of this registration statement. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders.

Our common stock is not currently listed or quoted on any quotation medium and involves a high degree of risk.  You should read the “RISK FACTORS” section beginning on page 8 before you decide to purchase any of our common stock.                        

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.  Trading in our common stock will be subject to the “penny stock” rules.  Due to the thinly traded market of these shares investors are at a much higher risk to lose all or part of their investment.  Not only are these shares thinly traded but they are subject to higher fluctuations in price due to the instability of earnings of these smaller companies.  As a result of the lack of a highly traded market in our shares investors are at risk of a lack of brokers who may be willing to trade in these shares.

Neither the Securities and Exchange Commission nor any state commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Nor have they made, or will they make, any determination as to whether anyone should buy these securities.  Any representation to the contrary is a criminal offense.



3



TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY

5

Item 3. SUMMARY INFORMATION, RATIO OF EARNINGS TO FIXED CHARGES

5

RISK FACTORS

8

A Note Concerning Forward Looking Statements

14

Item 4. USE OF PROCEEDS

14

Item 5. DETERMINATION OF OFFERING PRICE

14

Item 6. DILUTION

14

Item 7. SELLING SECURITY HOLDERS

15

Item 8. PLAN OF DISTRIBUTION

17

Resale Offering

17

Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED

18

Item 10. INTEREST OF NAMED EXPERTS AND COUNSEL

18

Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT

19

Description of Business

19

Description of Property

22

Legal Proceedings

22

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

22

Reports to Security Holders

22

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Our Business

23

Results of Operation

25

Liquidity & Capital Resources

25

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

26

Directors and Executive Officers

26

Executive Compensation

27

Compensation Committee Interlocks and Insider Participation

28

Security Ownership of Certain Beneficial Owners and Management

28

Transactions With Related Persons, Promoters and Certain Control Persons

28

Director Independence

29

Item 12A. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

29

INDEX TO FINANCIAL STATEMENTS

F-1




4



PROSPECTUS SUMMARY

 

Item 3.   Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

This summary highlights certain information contained elsewhere in this prospectus.  You should read the following summary together with the more detailed information regarding YGEIA CONSULTING GROUP, INC. (“Us,” “We,” “Our,” “YGCG,” the “Company,” or “the Corporation”) and our financial statements and the related notes appearing elsewhere in this prospectus.

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.  Trading in our common stock will be subject to the “penny stock” rules.  Due to the thinly traded market of these shares investors are at a much higher risk to lose all or part of their investment.  Not only are these shares thinly traded but they are subject to higher fluctuations in price due to the instability of earnings of these smaller companies.  As a result of the lack of a highly traded market in our shares investors are at risk of a lack of brokers who may be willing to trade in these shares.

 The Company

Our Business

 

YGEIA CONSULTING GROUP, INC. (hereinafter “YGCG”) is incorporated in the State of Florida in June 2014. We were formed as a consultant to the Healthcare industry.  The Healthcare industry is subject to constant change due to market trends, thereby making it extremely competitive. The Healthcare industry is complex, because several segments are regulated by both federal and state governments. YGCG’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by YGCG, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.


YGEIA CONSULTING GROUP, INC. focuses on three main aspects of the consulting business: operations management, international expansion strategy and marketing. Assisting business owners to build strong relationships with their vendors, partners and contractors will allow our client companies to add business stability through retention of key personnel, project success and brand sustainability.


Our programs will be tailored to meet the needs and requests of our clients. We will assist our clients with growth by increasing their customer base and assisting their operations and growth management in new markets.


We will provide customized business strategies, based upon client preference, which may include any or all of the following:


 

·

International and domestic corporate development strategies;

 

 

 

·

Strategic and financial partnering specific to healthcare revenue;

 

 

 

·

Project management;

 

 

 

·

Seminars and Special Events; and,

 

 


 

·

Marketing.




5


The company has consulted on a number of projects on a pro-bono basis to establish a strong corporate history toward obtaining a strong paying client base. The rate charged for our services will be dependent upon the level of consulting services the client company is interested in utilizing and the complexity of the client company business. YGCG consulting fees will be negotiated and established based upon factors such as the level of services requested by the client.

 

Thus far we have marketed our services primarily to Healthcare organizations located in the United States of America (the “U.S.”). YGCG has been doing business since inception, June 2014.  Originally formed to do any and all legal business, the intent of the corporation was to specialize in corporate development and growth management consultation.  Tania Martin-Mercado, our president has been involved in the company since inception and is the founder.  We focus on geographic areas, projects and budget levels where we believe there are significant demand for our services and the potential for attractive returns to our company and investors. We do not consider our company to be a “blank check company” as such term is defined in Securities and Exchange Commission Rule 419; however, we are a company with minimal revenues and limited operations and our auditor has expressed substantial doubt about our ability to continue as a going concern. The company is not a “blank-check company” and is not being formed for the purposes of a reverse merger or any other like transaction. The company has no present plans to be acquired or to merge with another company nor does the company, nor any of its shareholders, have plans to enter into a change of control or similar transaction The company does now and will continue to operate as an advisory company, on a fee-based compensation basis, for independent clients requiring our expertise, experience and international contact networks. Any acquisitions that the company may make in the future, would be of companies similar in nature to our own, operating in similar or complementary industry segments or geographic location; that would provide YGCG with new growth opportunities or competitive advantage. However, even though our business plan does contemplate potential growth through the acquisition of specialty service providers and other independent consulting services companies that would complement our business plan we are first and foremost a business consulting company YGCG anticipates growth through the consolidation of consulting service providers, proprietary processes and small to mid-sized independent management consulting companies that operate in related industries. Our management has designed an aggressive but straightforward strategy to transition YGCG to a full service independent consultant to the Healthcare industry solutions provider in addition to our consulting with minimal risk to the existing operation.


We believe that our conduct to date evidences significant, bona fide business operations and a scenario that is wholly inapposite to any attempt to create the mere appearance of a specific business plan and effort to avoid the application of Rule 419.


 

The Company is focused on addressing areas of business, which concentrate on healthcare business operations, hospital operations, healthcare information technology trends, and those related components that assist in advancing healthcare on a national and global scale. These include:


1Healthcare Strategy and Planning

2Accountable Care Organizations

3 Healthcare Information Technology

4 Business Intelligence and Analysis

5 Healthcare Reform Trends and Analysis


The founders of YGEIA CONSULTING GROUP, INC. have extensive experience in the consulting, planning, technical development and production processes aspects associated with this industry, and intend on providing these services, on a contract basis, to healthcare organizations.


Implications of Being an Emerging Growth Company


We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

  

  

A requirement to have only two years of audited financial statements and only two years of related MD&A;

 

  

  

Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

 

  

  

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

 

  

  

No non-binding advisory votes on executive compensation or golden parachute arrangements.




6


We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.  We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.  This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.


We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.  As a smaller reporting company, we intend to rely upon and utilize each exemption available to us under applicable law to minimize our cost of compliance with federal securities laws.


The Company, the officer and director, or any Company promoters or their affiliates do not intend for the Company, once it is reporting, to be used as a vehicle for a private company to become a reporting company. We do not believe that we are a blank check company because we have no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person unless we believe it will enhance, improve or grow our business operations.  At this time, our objective is to increase our business operations by marketing our services and performing our job with quality and care to maximize value for our shareholders.


The following sections present an overview of our business segment, including information regarding the principal business and competitive strengths. Our results of operations and financial condition are subject to a variety of risks. For information regarding our key risk factors, see “Risk Factors.”


We conduct consulting services in industry/incentive friendly regions of the United States of America. Our business consists of one operation from the corporate headquarters. Our revenue will be generated from consulting services.


We currently have only one employee, Tania Martin-Mercado who is our CEO and President, and Director.


The Offering

Number of Shares Being Offered:


The selling security holders may sell up to 1,332,000 shares of common stock at $0.075 per share. Affiliated persons are not offering any shares.  Issuance of these shares to the selling security holders was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.  Non-affiliated selling security holders will sell at the fixed price.  Selling shareholders are underwriters as defined under the Securities Act of 1933.


Number of Shares Outstanding After the Offering:


21,332,000 shares of our common stock are issued and outstanding.  We have no other securities issued.




7







Selected Financial Data - Annual:

 

 

 

 

June 15, 2014  (inception)

through

August 31, 2014

 

 

 

 

Current assets

$

160,279

Total Assets

 

160,279

 

Total current liabilities

 

207,962

Total stockholders'  equity (deficit)

 

(47,133)

 

 

 

 

Working Capital

 

(47,683)

 

 

 

 

 

 

 

June 15, 2014  (inception)

through

August 31, 2014

Statement of Operations

 

 

 

Revenues

$

---

 

Operating expenses

 

144,971

 

Interest Expense

 

4,162

 

Net income (loss)

$

(149,133)


 


RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks, as described below.  You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock.  Any of the following risks could adversely affect our business, financial conditions and results of operations.

Risks Related To the Company

(1) Our Auditor Has Expressed Substantial Doubt About Our Ability To Continue As A Going Concern.

These financial statements included with this registration statement have been prepared on a going concern basis.  We have a working capital deficiency of $47,683 and have an accumulated deficit of $47,683 since inception as of August 31, 2014.  We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern.  The Company to date has funded its initial operations through the sale of unregistered securities in the amount of $48,450.  Management plans to continue to provide for its capital needs by the issuance of common stock and related party advances.  Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.


(2)  Our access to credit markets may be limited, which may adversely impact our liquidity.

We may require additional capital from outside sources from time to time. Our ability to arrange financing, and the cost of such capital, is dependent on numerous factors, including:

 



8





  

 

credit availability from banks and other financial institutions;

 

 

 

investor confidence in us;

 

 

 

our levels of indebtedness;

 

 

 

competitive, legislative and regulatory matters;

 

 

 

cash flows; and,

 

 

provisions of tax and securities laws that may impact raising capital.

In addition, volatility in the capital markets may adversely affect our ability to access any available borrowing capacity under our revolving credit facility.


(3) Our operating results and financial condition may be adversely affected by unfavorable general economic conditions.

Unfavorable economic conditions worldwide contribute to slowdowns. If global economic conditions or economic conditions in the U.S. remain uncertain or persist, spread or deteriorate further, we may experience material adverse impacts on our results of operations, cash flows and financial condition.

(4) Our profitability depends on the demand for the services we sell in the markets we serve.

Any sustained reduction in demand for our services in markets served by our midstream assets could result in a significant reduction in the volume of services that we sell, thereby adversely affecting our results of operations, cash flows and financial condition. Factors that could lead to a reduction in demand include:

 

 

 

an increase in the price of services;

 

 

 

higher taxes, including federal excise taxes or sales taxes or other governmental or regulatory actions that increase, directly or indirectly;

 

 

 

adverse economic conditions which result in lower spending by consumers and businesses on services we sell;

 

 

 

higher taxes or other governmental or regulatory actions that increase the cost of the services we provide;

 

 

 

effects of weather, natural phenomena, terrorism, war, or other similar acts;

  

 

a shift by consumers to more technological advances by manufacturers or federal or state regulations; and,

 

 

 

decisions by our customers or suppliers to use alternate service providers for a portion or all of their needs, operate in different markets not served by us, reduce operations or cease operations entirely.

 

(5) Because of the natural decline in production in our areas of operation, our success depends on our ability to obtain new sources of business, which is dependent on factors beyond our control.

We have no control over the level of business consulting in our areas of operation. In addition, we have no control over business owners or their decisions, which are affected by, among other things, the availability and cost of capital, prevailing and projected prices, and demand for services, levels of reserves, geological considerations, and or other governmental regulations.

(6) Our establishment of new areas may not result in the anticipated revenue increases and is subject to unanticipated regulatory, political, legal and economic risks which could adversely affect our business.

One of the ways we intend to grow our business is through the establishment of new sales areas. The additions or modifications to our existing business and of new areas could involve a variety of regulatory, political and legal uncertainties beyond our control and may require the expenditure of significant amounts of capital. If we undertake such projects, they may not be completed on schedule or at the budgeted cost, or at all. Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. For instance, if we expand into a new geographical area, the expansion may occur over an extended period of time and we will not receive any material increases in revenue until the project is completed. Moreover, we may construct facilities to capture anticipated future growth in production in a region in which such growth does not materialize. To the extent we rely on estimates of future production in our decision to expand, such estimates may prove to be inaccurate because of numerous uncertainties inherent in estimating quantities of future production. As a result, new areas may not be able to attract enough demand to achieve our expected investment return which could adversely affect our results of operations, cash flows and financial condition.

(7) We may be unable to generate sufficient or positive cash flows from the sale of services to adequately support our financial or operational results.



9


Our marketing results depend upon our ability to generate sufficient or positive cash flows from the purchase, sale and cost to provide our services. Our cash flows are affected by many factors beyond our control, including:

 

 

 

availability of parties willing to enter into purchase and sale transactions with us;

  

 

increases in operational or capital costs;

 

  

 

availability of funds from our operations and credit facilities to support marketing activities;

 

 

 

availability of counterparties willing to offer credit to us; and,

 

 

 

reductions in demand for, and supply of, consulting services for any reason.

 

 

     (8) We operate in a highly competitive business environment, and competitive pressures could adversely affect our business.

We compete with similar enterprises in our areas of operation. Our competitors may expand or construct sales systems and associated infrastructure that would create additional competition for the services we provide to our customers. Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenue and cash flows could be adversely affected by the activities of our competitors and our customers. Uncertainty and possible adverse publicity may make us more susceptible to the loss of customers to our competitors. All of these competitive pressures could have a material adverse effect on our business, results of operations and financial condition.


(9) Because our financial statements reflect results from inception, financial information in our current and future financial statements may not be comparable to prior periods.

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period.


(10) We have minimal revenues and limited operating history.

We are a company with no principal revenues and limited operations and our auditor has expressed substantial doubt about our ability to continue as a going concern. Our record of minimal revenues and a limited operating history pose specific risks that may adversely affect our business or an investment in our common stock.  There can be no assurances that we will generate sufficient revenue from future operations to implement our business plan or otherwise allow management to continue to devote any time to our business operations. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our services, the level of our competition and our ability to attract and maintain key management and employees.

 

Our prospects are subject to the risks and expenses encountered by start-up companies, such as ours, in establishing a business as consulting firm. Our limited operating history makes it difficult or impossible to predict future results of our operations. We may not establish a client base that will make us profitable, which might result in the loss of some or all of your investment in our common stock.

 

You should consider our prospects in light of the risks and difficulties frequently encountered by early stage companies in the rapidly evolving consulting market. These risks include, but are not limited to, an unpredictable business environment, the difficulty of managing growth and the use of our business model among these risks. To address these risks, we must, among other things:

 

·

expand our customer base;


·

enhance our name recognition;


·

expand our product and service offerings;


·

successfully implement our business and marketing strategy;


·

provide superior customer service;


·

respond effectively to competitive and technological developments; and,


·

attract and retain qualified personnel.



10



(11) Adverse developments in our existing areas of operation could adversely impact our results of operations, cash flows and financial condition.

Our operations are focused on utilizing our sales efforts which are principally located in the Midwest, Southeast and West coast region of the U.S. As a result, our results of operations, cash flows and financial condition depend upon the demand for our services in these regions. Due to our current lack of broad diversification in industry type and geographic location, adverse developments in our current segment of the midstream industry, or our existing areas of operation, could have a significantly greater impact on our results of operations, cash flows and financial condition than if our operations were more diversified.

(12) As a public company, we will be subject to additional financial and other reporting and corporate governance requirements that may be difficult for us to satisfy will raise our costs and may divert resources and management attention from operating our business.

We have historically operated as a private company. Following the effectiveness of this registration statement, we will need to file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements. We will also become subject to other reporting and corporate governance requirements, including the listing standards of the national securities exchange upon which we may list our Class A Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which will impose significant new compliance obligations upon us. As a public company, we will be required, among other things, to:

 

 

 

prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules;

  

 

define and expand the roles and the duties of our Board of Directors and its committees;

 

 

 

institute more comprehensive compliance, investor relations and internal audit functions;

 

 

 

evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC; and,

 

 

 

involve and retain outside legal counsel and accountants in connection with the activities listed above.

The adequacy of our internal control over financial reporting must be assessed by management for each year commencing with the year ending December 31, 2014. Our internal control over financial reporting may not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules and may breach covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

The changes necessitated by becoming a public company will require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.


(13) We are exposed to the creditworthiness and performance of our customers, suppliers and transactional counterparties, and any material nonpayment or nonperformance by one or more of these parties could adversely affect our financial and operational results.

There can be no assurance we have adequately assessed the creditworthiness of each of our existing or future customers, suppliers or transactional counterparties or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on our financial condition and results of operations. Nor is there certainty that our counterparties will perform or adhere to existing or future contractual arrangements. We plan to be paid upfront for the services that we provide, however



11


in order to garner business in the early stages, we may have to provide consulting services and then invoice the clients.  In many cases there could be as much as 30-60 days before cash flow begins. In essence we are extending credit to our clients.

We manage our exposure to credit risk through credit analysis and credit monitoring procedures and policies, including credit support requirements for customers and counterparties to which we extend no or limited unsecured credit, such as letters of credit, prepayments, and guarantees. Additionally, we apply a risk/reward analysis on each client to insure that their projections and business assumptions are accurate, reasonable and provide a likelihood of success. However, these procedures and policies cannot fully eliminate counterparty credit risks, and to the extent our procedures and policies prove to be inadequate, our financial and operational results may be negatively impacted.


(14) We Are Dependent On The Services Of A Certain Key Employee. The Limited Experience In Operating A Public Company And The Loss Of Her Services Could Harm Our Business.

Our success largely depends on the continuing services of our Chief Executive Officer and Chairman, Tania Martin-Mercado.  Our continued success also depends on our ability to attract and retain qualified personnel.  We believe that Ms. Martin-Mercado possesses valuable knowledge, experience and leadership abilities that would be difficult in the short term to replicate.  The loss of her as a key employee could harm our operations, business plans and cash flows. Ms. Martin-Mercado has agreed to dedicate approximately 20 hours per week to the development of our business. This limited amount of time that Ms. Martin-Mercado is able to devote to the development of our business on a weekly basis may inhibit our ability to generate sufficient revenue to maintain our business as a going concern. Furthermore, management has limited experience in operating a public company.


Risks Related To This Offering

(15)  There Is No Public Market for Our Shares, and We Do Not Know If One Will Develop Due to the Limited Demand for Stocks In the Business Services We Offer.

Purchasers of these shares are at risk of no liquidity for their investment.  Prior to this offering, there has been no established trading market for our securities, and we do not know that a regular trading market for the securities will develop.    Due to the limited services we offer, we anticipate that demand for our shares will not be very high.  If a trading market does develop for the securities offered hereby, we do not know if it will be sustained.  We plan to apply to have our stock quoted on the over-the-counter (“OTC”) Electronic Bulletin Board.  Such application will be filed with the Financial Industry Regulatory Authority (“FINRA”).  We must obtain the services of a FINRA approved broker-dealer/market maker to file an application for our company and we do not know if such market maker will be to obtain a listing or if an established market for our common stock will be developed.

(16)  Because it May Be Difficult to Effect a Change in Control of YGEIA CONSULTING GROUP, INC.  Without Current Management Consent, Management May Be Entrenched Even Though Stockholders May Believe Other Management May Be Better.

Tania Martin-Mercado, President and CEO currently holds approximately 20,000,000 shares of our outstanding voting stock, of which no shares are being registered in this offering. If Ms. Martin-Mercado chooses to keep all of her stock (that is, they sell none of their stock during this offering), Ms. Martin-Mercado could retain their status as a controlling security holders.  Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company and entrenching current management even though stockholders may believe other management may be better.  Ms. Martin-Mercado have the ability to control the outcome on all matters requiring stockholder approval, including the election and removal of directors; any merger, consolidation or sale of all or substantially all of our assets; and the ability to control our management and affairs.

(17)  The Possible Sale of Shares of Common Stock by Our Selling Security Holders May Have a Significant Adverse Effect on the Market Price of Our Common Stock Should a Market Develop.

Our ability to raise additional capital through the sale of our stock in a private placement may be harmed by these competing re-sales of our common stock by the selling security holders.  Potential investors may not be interested in purchasing shares of our common stock if the selling security holders are selling their shares of common stock.  The selling of stock by the security holders could be interpreted by potential investors as a lack of confidence in us and our ability to develop a stable market for our stock.  The price of our common stock could fall if the selling security holders sell substantial amounts of our common stock.  These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate because the selling security holders may offer to sell their shares of common stock to potential investors for less than we do.

(18)  Our Lack of Business Diversification Could Result in the Devaluation of Our Stock if our Revenues From Our Primary Services Decrease.

We expect our business to solely consist of the sale of consulting services.  We do not have any other lines of business or other sources of revenue if we are unable to compete effectively in the marketplace.  This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate additional revenues since we do not expect to have any other lines of business or alternative revenue sources.



12


 (19) There Has Been No Independent Valuation of the Stock, Which Means That the Stock May Be Worth Less Than the Purchase Price.

The per share purchase price has been determined by us without independent valuation of the shares.  We established the offering price based on our recent sale of stock at par value, not based on perceived market value, book value, or other established criteria.  We did not obtain an independent appraisal opinion on the valuation of the shares.  The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.

(20)  Investors May Never Receive Cash Distributions Which Could Result in an Investor Receiving Little or No Return on His or Her Investment.

Distributions are payable at the sole discretion of our board of directors.  We do not know the amount of cash that we will generate, if any, once we have more productive operations.  Cash distributions are not assured, and we may never be in a position to make distributions.

 (21)  The Penny Stock Rules Could Restrict the Ability of Broker-Dealers to Sell Our Shares Having a Negative Effect on Our Offering.

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.  Trading in our common stock will be subject to the “penny stock” rules.  Due to the thinly traded market of these shares investors are at a much higher risk to lose all or part of their investment.  Not only are these shares thinly traded but they are subject to higher fluctuations in price due to the instability of earnings of these smaller companies.  As a result of the lack of a highly traded market in our shares investors are at risk of a lack of brokers who may be willing to trade in these shares.

 (22) If our customers are found in violation of the Environmental, Health and Safety Regulation it could negatively impact our sales if our customers’ operations are interrupted.

General

Our customers’ operations have been subject to varying degrees of complex laws and regulations by multiple levels of government relating to the production, transportation, storage, processing, release and disposal of waste, products and other materials or otherwise relating to protection of the environment. Our company is not currently directly subject to such regulations.


(23) We might not be successful in achieving our objectives if there are significant changes in the economic and regulatory environment surrounding business.


YGCG will be subject to risks related to national economic conditions, changes in the investment climate for business consulting governmental rules and fiscal policies, and other factors beyond the control of our management.


(24) Our business may be significantly harmed by a slowdown in the economy.

 

An overall decline in the economy or the occurrence of a natural disaster could decrease the need of our services. . This could restrict our success in attracting clients and significantly harm our business, financial condition and liquidity.


(25) To the extent that we expand our operations to new markets, our business operations may suffer from our lack of experience, which may adversely affect our revenues.


Currently, YGCG operates in Texas.  Depending on the market and our performance, we plan to expand our operations throughout the United States. However, we have limited experience outside of the market in which we currently operate. Any difficulties encountered by us in this regard could adversely affect our operating results, slow down our expansion plans, which may diminish our revenues.

 



13


(26) The issuance of additional shares of stock to obtain additional financing may dilute the holdings of our existing stockholders or reduce the market price of our stock.


The 1,332,000 shares of common stock owned by the selling security holders will be registered with the U.S. Securities Exchange Commission.  The security holders may sell some or all of their shares immediately after they are registered.  In the event that the security holders sell some or all of their shares, the price of our common stock could decrease significantly. Additional equity offerings by us may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Any decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. YGCG cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock or diluting their stock holdings in us.


A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by YGEIA CONSULTING GROUP, INC. described in “Risk Factors” and elsewhere in this prospectus.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

(a)

an abrupt economic change resulting in an unexpected downturn in demand for our services;

(b)

governmental restrictions or excessive taxes on our services;

(c)

economic resources to support the development of our projects;

(d)

expansion plans, access to potential clients, and advances in technology; and.

(e)

lack of working capital that could hinder acquisitions for development of our projects.

Item 4. Use of Proceeds.

We will not receive any proceeds from the sale of the common stock offered through this Prospectus by the selling shareholders.

Item 5. Determination of Offering Price.

The price of the shares we are offering was arbitrarily determined by us.  The offering price bears no relationship whatsoever to our assets or earnings.  Among factors considered were:

(a)

Our recent sales of securities under Regulation D and Section 4(2) of the Securities Act of 1933, as amended, at $0.075,

(b)

Our relative cash requirements, and,

(c)

Our management expertise.

Item 6. Dilution

We are not offering any shares of our common stock by this prospectus. 1,332,000 shares of the common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.   All shares of our common stock that are being registered are owned by the selling shareholders, who will offer such shares at a fixed price of $0.075 per share until the prices of our common stock are quoted on the OTCBB or another quotation service and thereafter at prevailing market prices, or privately negotiated prices.


Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. As of August 31, 2014 the negative net tangible book value of our shares was ($47,683) or approximately ($0.002) per share, based upon 21,332,000 shares outstanding.


Upon completion of this offering there is no dilution effect to the potential shareholders since the common stock to be sold in this Offering is common stock that is currently issued and outstanding.


The following table identifies the prices that common stock has been issued within the last 5 years in compliance with Regulation S-K Item 506.

Shareholder

 

Number of shares

 

Price paid per share

 

Consideration paid

 

 

 

 

 

 

 

Tania Martin-Mercado, President, CEO

 

20,000,000

 

$0.0001

 

Services (1)


Soellingen Advisory Group, Inc

 

680,000

 

$0.075

 

Services (2)


All other investors

 

652,000

 

$0.075

 

$48,900.00


(1)

Tania Martin-Mercado has expended several months of time and expense in preparing the business for launch, including but not limited to, marketing, client acquisition, establishing our network, forming strategic alliances, raising capital, and formulating strategy.

(2)

Soellingen Advisory Group Inc. has provided our CEO with valuable insights and advice regarding corporate structuring and the processes involved in preparing to become a publicly listed corporation.

Item 7. Selling Security Holders.

This prospectus will be used for the offering of shares of our common stock owned by selling security holders.  The selling security holders may offer for sale up to 1,332,000 of the 1,332,000 shares of our common stock originally issued to them by subscription agreement at $0.075 per share.  The shares of common stock were issued pursuant to Regulation D and Section 4(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law.  All shareholders are sophisticated investors who were personally known by our president, Tania Martin-Mercado. Selling security holders must sell their shares at $0.075.  We will not receive any proceeds from such sales.  The resale of the securities by the selling security holder is subject to the prospectus delivery and other requirements of the Securities Act.  All selling security holders have been advised to notify any purchaser of their shares that none of the proceeds from the sale of their stock will go to the Company.  All expenses of this offering are being paid for by us on behalf of selling security holders.  The following table sets forth information on our selling security shareholders.  Explanatory footnotes relating to the footnote references appearing in the headings of this table are set forth below.

Table 1.0 Selling Security Holders

Name of security holder



Shares owned as of the date of prospectus (1)





 prospectus (1) (3)


Shares beneficially  owned as of the date of prospectus (2)

Percent owned as of the date of this prospectus

Maximum number of shares to be sold pursuant to this prospectus

Percent owned after offering is complete (3)

Position, office or other material relationship to the company within last three years

Dayle Scheinman

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

John Hearld

200,000

400,000

0.937%

200,000

0.00%

Friend to CEO

Victoria Hearld

200,000

400,000

0.937%

200,000

0.00%

Friend to CEO

Ella Loud

12,000

24,000

0.057%

12,000

0.00%

Friend to CEO

Eckars Loud Sr.

12,000

24,000

0.057%

12,000

0.00%

Friend to CEO

Eckars Loud Jr.

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

John Hearld Sr.

4,000

8,000

0.019%

4,000

0.00%

Friend to CEO

Pearl Hearld

4,000

8,000

0.019%

4,000

 

4,000

Paul Witherspoon

4,000

6,000

0.019%

4,000

0.00%

Friend to CEO

Jewel Witherspoon

2,000

6,000

0.0095%

2,000

0.00%

Friend to CEO

Gary Martin

4,000

8,000

0.019%

4,000

0.00%

Uncle to CEO

Katy Martin

4,000

8,000

0.019%

4,000

0.00%

Aunt to CEO

Shelby Martin

4,000

4,000

0.019%

4,000

0.00%

Cousin to CEO

E.J. Ford

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Cayenne Mayes

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Herman Cail

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Janeice Peoples

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Raamel Mitchell

1,000

1,000

0.005%

1,000

0.00%

Friend to CEO

Emmanuel Simon

1,000

1,000

0.005%

1,000

0.00%

Friend to CEO

Dominique Krefeld

4,000

4,000

0.019%

4,000

0.00%

Cousin to CEO

Erik Krefeld

4,000

4,000

0.019%

4,000

0.00%

Cousin to CEO

Jeffrey Linder

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Brett Krieger

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Monica von Rosenberg

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Michael Hefner

6,000

6,000

0.028%

6,000

0.00%

Friend to CEO

Wes Burkett

50,000

100,000

0.019%

50,000

0.00%

Friend to CEO

Alyn Burkett

50,000

100,000

0.019%

50,000

0.00%

Friend to CEO

Joseph Burkett

8,000

8,000

0.038%

8,000

0.00%

Friend to CEO

John McCann

6,000

6,000

0.028%

6,000

0.00%

Friend to CEO

Kerry Bates

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Evan Rhone

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Victoria Mercado

2,000

2,000

0.0095%

2,000

0.00%

Daughter to CEO

Marvin Martin

2,000

2,000

0.0095%

2,000

0.00%

 Son to CEO

Ginger Martin

2,000

2,000

0.0095%

2,000

0.00%

Aunt to CEO

Bridgette Chavis

2,000

2,000

0.0095%

2,000

0.00%

Cousin to CEO

Erma Salazar

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Edward Rodriguez

8,000

8,000

0.038%

8,000

0.00%

Friend to CEO

Brig Johnson

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

James Head

4,000

4,000

0.019%

4,000

0.00%

Friend to CEO

Soellingen Advisory Group, Inc.4

680,000

680,000

3.187%

680,000

0.00%

Company Consultant


(1)

This column represents the actual number of shares owned by the shareholder without consideration of any shares beneficially owned by any selling shareholder’s spouse or minor child.

(2)

This column represents the actual number of shares beneficially owned in that Victoria and John Herald, Ella and Eckars Loud Sr., Patricia and John Herald Sr., Jewel and Paul Witherspoon, Katy and Gary Martin, Alyn and Wes Burkett are husband/wife. All other blood related parties to any of the “Affiliates” are adults, emancipated and lives independent of each other in different households. Accordingly none of these relationships fall under the term of “Affiliate”.

(3)

This column represents the percentage held in the event all of the 1,332,000 shares in the Resale Offering are sold.

(4)

Soellingen Advisory Group, Inc. based in Florida is a consultant to the company by Mr. David Haig, majority owner, CEO and President

All of the shares offered by this prospectus may be offered for resale, from time to time, by the selling shareholders, pursuant to this prospectus, in one or more private or negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at the fixed price of $0.075 per share unless and until a market develops for our shares, such as quotation on the Over-the-Counter Bulletin Board or listed on a national securities exchange.  The selling shareholders may affect these transactions by selling their future shares directly to one or more purchasers or to or through broker-dealers or agents. The compensation to a particular broker-dealer or agent may be in excess of customary commissions.  Each of the selling shareholders is an “underwriter” within the meaning of the Securities Act in connection with each sale of shares.  The selling shareholders will pay all



16


commissions, transfer taxes and other expenses associated with their sales.  In the event the selling security holders sell all of their shares in the secondary offering they will own no shares in the company upon completion of the secondary offering.

Item 8. Plan of Distribution

Resale Offering

Our common stock is not traded on any market or securities exchange.  The selling shareholders may sell shares of our common stock at a fixed price of $0.075 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.075 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.075. The selling security holders may use any one or more of the following methods when selling shares: (i) ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; (ii) block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker-dealer as principal and resale by the broker-dealer for its account; (iv) an exchange distribution in accordance with the rules of the applicable exchange; (v) privately negotiated transactions; (vi) effected short sales after the date the registration statement of which this Prospectus is a part is declared effective by the Securities and Exchange Commission; (vii) through the writing or settlement of options or other hedging transactions, whether through options exchange or otherwise; (viii) broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; and (ix) a combination of any such methods of sale.

The selling security holders, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $0.075 per share, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $0.075 per share for the duration of this offering  In a post-effective amendment to this registration we will disclose pledges, donees and other transferees of the selling security holders, if any, as selling security holders.  The selling security holders may sell their shares of common stock by one or more of the following methods, without limitation:

(a)

On such public markets as the common stock may from time to time be trading;

(b)

In privately negotiated transactions;;

(c)

Through the writing of options on the common stock;;

(d)

 In short sales; or

(e)

In any combination of these methods of distribution.

In the event any of our selling security holders agree to sell their shares to a broker-dealer as a principal and the broker-dealer acts as an underwriter, we will file a post-effective amendment to our registration statement disclosing the name of the broker-dealer, providing information on the plan of distribution, and reflecting any other necessary changes.  Any broker-dealer that will be involved must seek and obtain clearance of the underwriting compensation and arrangements from the FINRA Corporate Finance Department prior to the sale of any securities by the broker-dealer.

The selling security holders may also transfer their shares by gift.

We do not know of any arrangements by the selling security holders for the sale of any of their shares.  The selling security holders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the shares.  These brokers, dealers or underwriters may act as principals, or as an agent of the selling security holders.    Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

The selling security holders may also sell their shares in accordance with Rule 144 under the Securities Act when eligible, rather than pursuant to this prospectus, regardless of whether the shares are covered by this prospectus. From time to time, the selling security holders may pledge, hypothecate, or grant a security interest in some or all of the shares owned by them.  The pledges, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling security holders.  The number of selling security holders’ shares offered under this prospectus will decrease as and when they take such action.  The plan of distribution for the selling security holders’ shares will otherwise remain unchanged.  In addition, a selling security holder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.  The selling security holders and any broker-dealers participating in the distributions of the shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act.  Any profit on the sale of shares by the selling security holders and any commission or discounts given to any such broker-dealer may be deemed to be underwriting commissions or discounts.

There can be no assurance that the selling security holders will sell any or all of the offered shares.



17


Under the Securities Exchange Act of 1934 and the regulations hereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable “cooling off” periods prior to the commencement of such distribution.  Also, the selling security holders are subject to application provisions that limit the timing of purchasers and sale of our common stock by the selling security holders.

We have informed the selling security holders that, during such time as they may be engaged in a distribution of any of the shares we are registering with the U.S. Securities and Exchange Commission, they are required to comply with Regulation M.  In general, Regulation M precludes the selling security holders, any affiliated purchasers, and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, and any security which is the subject of the distribution until the entire distribution is complete.  Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security, except as specifically permitted by Rule 104 of Regulation M.  These stabilizing transactions may cause the price of our common stock to be more than it would otherwise be in the absence of these transactions.  We have informed the selling security holders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock if the stabilizing bids do not exceed a specified maximum.  Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices.  The selling security holders and distribution participants are required to consult with their

Item 9. Description of Securities to be Registered

General

We are authorized to issue up to 500,000,000 shares of common stock, $.00001 par value per share, of which 21,332,000 shares are issued and outstanding.

Common Stock

Subject to the rights of holders of preferred stock, if any, holders of shares of our common stock are entitled to share equally on a per share basis in such dividends as may be declared by our Board of Directors out of funds legally available therefore.  There are presently no plans to pay dividends with respect to the shares of our common stock.  Upon our liquidation, dissolution or winding up, after payment of creditors and the holders of any of our senior securities, including preferred stock, if any, our assets will be divided pro rata on a per share basis among the holders of the shares of our common stock.  The common stock is not subject to any liability for further assessments.  There are no conversion or redemption privileges or any sinking fund provisions with respect to the common stock and the common stock is not subject to call.  The holders of common stock do not have any pre-emptive or other subscription rights.

Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights.

All of the issued and outstanding shares of common stock are fully paid, validly issued and non-assessable as determined by our legal counsel, Clifford J. Hunt, Esquire whose opinion appears elsewhere as an exhibit to this prospectus.

Preferred Stock

We currently are authorized but have not issued preferred stock.

Debt Securities

We currently have no provisions to issue debt securities.

Warrants

We currently have no provisions to issue warrants.

Dividend

We have paid no cash dividends on our common stock since our inception.  We anticipate that any earnings, in the foreseeable future, will be retained for development and expansion of our business and we do not anticipate paying any cash dividends in the near future.  Our Board of Directors has sole discretion to pay cash dividends with respect to our common stock based on our financial condition, results of operations, capital requirements, contractual obligations, and other relevant factors.

Shares Eligible for Future Resale

Upon the effectiveness of the registration statement we will have 1,332,000 outstanding common shares registered for resale by the selling shareholders in accordance with the Securities Act of 1933.

Prior to this registration, no public trading market has existed for shares of our common stock.  The sale or availability for sale, of substantial amounts of common stock in the public trading market could adversely affect the market prices for our common stock.

Item 10. Interest of Named Experts and Counsel


On October 22, 2014 the Company retained Messineo & Co., CPAs, LLC, of Clearwater Florida (“M&Co”) as its independent certified public accountant.  M&Co has audited the financial statements for YGEIA CONSULTING GROUP, INC.  Inc. as of August



18


31, 2014 and for the period June 15, 2014 (inception) through August 31, 2014. The date of the report for these audited financial statements is October 31, 2014. M&Co, whose report is contained herein, was paid in cash for services rendered.  Therefore, the firm has no direct or indirect interest in us.  M&Co’s report was given based on their authority as experts in accounting and auditing.


Clifford J. Hunt, Esquire is counsel for our Company and has given an opinion on the validity of the securities being registered; the opinion appears elsewhere in this registration statement.  Mr. Hunt has no direct or indirect interest in us.

Item 11. Information with Respect to the Registrant


DESCRIPTION OF BUSINESS


Business Consulting


General

 

YGEIA CONSULTING GROUP, Inc., (“YGCG”) was formed in 2014. YGCG was formed to focus on providing business consulting primarily for small to medium sized businesses (typically less than 500 employees) in the Healthcare industry. While being domiciled in Florida and located in Texas, YGCG’s management fully intends to expand its presence in the business consulting industry, by increasing the consulting capacity through the hiring of additional consultants as well as strategic acquisition options. Our comprehensive service will look at overall design, planning, and technologies for new implementation and manufacturing.


The Healthcare Consulting industry is a vast (and growing) global market. The key factors supporting this growth and opportunity include:

New ideas of advancement can be patented and potentially sold for profit

New ideas would be patented creating corporate intellectual property (I.P)

Global out-reach and demand for information technologies

Fast growing International Information Technology Sector

The potential for both long and short-term gains

Massive International trade

The founders of YGEIA CONSULTING GROUP, INC. have extensive experience in healthcare business operations, hospital operations, healthcare information technology trends, and those related components that assist in advancing healthcare on a national and global scale

We have conducted marketing and sales activities to take advantage of opportunities related to time, location and quality of various consulting projects.

We currently conduct our marketing operations primarily in Industry/Incentive friendly regions of The United States of America specifically Texas.

We do not have any off-balance-sheet arrangements.

How long can we satisfy our cash requirements and will we need to raise additional funds in the next 12 months?

Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct a private offering under Section 4(2) of the Securities Act of 1933.

In the event we raise additional capital, we will be able to implement our expansion in accordance with our business plan.  We anticipate that we will use the funds raised to fund marketing activities and working capital.  Our failure to market and promote our services will harm our business and future financial performance.  If we are unable to expand our operations within the next twelve months, we will likely see a decrease in the ability of increasing our revenues.  We cannot guarantee that additional funding will be available on favorable terms, if at all.  If adequate funds are not available, then we may not be able to expand our operations.  If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses.  Our directors have agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations.  Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. Thus far there has not been any need for funds provided by our CEO. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes.  If we are forced to seek funds from our officers or



19


directors, we will negotiate the specific terms and conditions of such loan when made, if ever.  None of our officers or directors is obligated to pay for our expenses.  Moreover, none of our officers have specifically agreed to pay our expenses should we need such assistance.

The implementation of our business strategy is estimated to take approximately 12-18 months. Currently we have not been able to secure any paying clients. However, our CEO has been in the Healthcare Information Technology manufacturing business for many years (as further described in table 3 on page 26) and has commenced making initial contact with his previous associates.  Once we are able to secure funding, implementation will begin immediately.  We anticipate 30 days to be in a stage of full operational activity to gain additional clients. The major parts of the strategy to be immediately implemented will be the sales and marketing and office equipment and human resource procurement.

Our lack of revenues has affected the Company directly. Without a strong or known market demand, it was considered a risk to expand in any new geographical areas, since there was realistic probability that costs would not be recovered upon completion and sales generated.

Summary of product research and development

We are not currently nor do we anticipate in the future to be conducting any research and development activities.


Industry Overview

Scores of other major companies have made consulting a core part of executive development. The belief is that, under the right circumstances, one-on-one interaction with an objective third party can provide a focus that other forms of organizational support simply cannot. A sampling of the top healthcare management consulting firms are but not limited to:


COMPANY NAME

BUSINESS FOCUS

Nexera

Healthcare Consulting  specific to Operations and Supply Chain

Huron Consulting Group

Healthcare Consulting

The Camden Group

Healthcare Consulting

Beacon Partners

Management Consulting

ACS (a Xerox Company)

Management Consulting

GE Healthcare BioScience

 

.

Marketing

 

YGCG has developed a multi-pronged, targeted marketing program aimed at informing potential customers of the Company’s services.


Internet Promotions


YGCG will utilize its website and email database for both educational and promotional activities. We will promote all of our upcoming company events such as workshops, seminars, business clubs, etc. and include testimonials from our client base. Our primary means of promoting the website is the registration with all major and most minor search engines, insuring that web users are directed to the site when they search for information regarding business consulting.  Finally, the Company’s web address will be featured on all printed materials, including advertisements, stationary, etc.  Our website address is http://www.ygeiagroup.com.


Strategic Alliances


YGCG will gain a significant amount of leads through developing strategic alliance relationships with companies offering complimentary services and products to the small to medium size business markets. This will enable YGCG to market its services into the customer database of the partnering company leveraging the trust developed between the strategic partner and their customers.  


Seminars & Workshops


YGCG will periodically conduct seminars and workshops to educate the marketplace on all products and services offered. This strategy is an effective and highly leveraged method to reach large portions of the market.


Several sectors of the healthcare industry are regulated by federal and state regulations. To provide the best service for a customer, the company must develop a relationship with that customer. The company must learn about the customer’s production goals and aspirations, and the company must retain each customer’s past and current situation in a secure and responsible manner.


THE YGEIA CONSULTING GROUP, INC. SOLUTION


Our Strategy



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In addition to our consulting services which provide assistance to client companies with operations management, international expansion strategy, and marketing, once our business model is established, the primary strategy for growth will be through duplication of the business model in states with large concentrations healthcare organizations, healthcare information technology businesses and/or other industry specific benefits as well as acquisition of currently operating managing consulting companies.


Our Business Model


Currently we have not been able to secure any paying clients. However, our CEO has been in the Healthcare Consulting and  Information Technology business for many years (as further described in table 3 on page 26) and has commenced making initial contact with his previous associates.  YGCG’s model is based on a vision of; offering a new complementary service consisting of assisting small to medium-sized companies (typically less than 500 employees)   to gain knowledge of international market opportunities and expansion strategies. This complementary service shall be provided through an introduction to our strategic alliance partners. Our primary objective will be for YGCG to provide business and corporate development consulting while at the same time introducing our client to strategic alliance partners who will then counsel them through various operational and strategic opportunities specific to the healthcare industry.


Building the YGCG Infrastructure


The operational infrastructure of YGCG is already in place in that our CEO has extensive experience in business building. Furthermore, he has been in the Healthcare Consulting and Information Technology business for many years (as further described in table 3 on page 26). However, the capacity to support future growth will be limited by the number of consultants within the consulting firm. YGCG will look to acquire other independent firms and/or consulting professionals to expand its consulting capacity accordingly. The company is not a blank-check company and was not formed for the purposes of a reverse merger or any other like transaction. The company does now and will continue to operate as an advisory company, on a fee-based compensation basis, for independent clients requiring our expertise, experience and international contact networks. Any acquisitions that the company may make in the future, would be of companies similar in nature to our own, operating in similar or complementary industry segments or geographic location; that would provide YGCG with new growth opportunities or competitive advantage.  The majority of the current consulting duties will initially be the responsibility of current senior management; however, as the Company implements its strategic growth plan, additions to the management team and growth in the operating structure will be required.  


Expand To New Geographic Markets


While the near-term focus of YGCG management will be to grow its customer base in its local markets, the Company also intends to expand its market presence via an acquisition strategy of existing consulting firms. The “acquisition” growth strategy is secondary to our primary “organic” growth strategy of obtaining individual clients.


Increase Product and Service Offerings


Currently we have not been able to secure any paying clients. However, our CEO has been in the Healthcare Consulting and Information Technology business for many years (as further described in table 3 on page 26) and has commenced making initial contact with previous associates.  YGCG intends to leverage its existing relationships, however, management recognizes that these relationships are the foundation of the Company’s success, and therefore will only market programs which it believes will be attractive and beneficial to its customers.  YGCG will not inundate its customers with mass mailings or inferior product offerings in order to generate revenue.


Additional programs and services will be developed or sought out as the opportunity develops and demand warrants.  This growth will be generated both organically and through acquisition or strategic alliance. YGCG will serve as the center for these operations, with acquired companies and joint ventures operating under the umbrella of the parent company.


Competition

 

The company is aware of other consulting companies in the industry providing service for business, employee, and customer relationships. We have not located information for any other company or firm that is currently providing the services that we offer or with the focused approach of YGCG, which is maintaining the business owner/employee and customer relationships.


There may be consultants that assist business owners with attracting and retaining clients. At YGCG, we focus on providing the means to establish and maintain the personal aspect of the relationship.

 





21


Description of Property

We do not own or rent any real property, as our requirements are limited.  Our offices are currently located at 1278 Justin Road Ste 109-B4, Lewisville, TX 75077, which is being provided by Ms. Martin-Mercado at no charge.


We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 6 months, until our business plan is more fully implemented.


As a result of our method of operations and business plan, we do not require personnel other than Ms. Martin-Mercado to conduct our business. In the future, we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.


Legal Proceedings

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

Our common stock is not quoted or traded on any quotation medium at this time.  We intend to apply to have our common stock included for quotation on the Over-The-Counter Bulletin Board (“OTC Bulletin Board”).  There can be no assurance that an active trading market for our stock will develop.  If our stock is included for quotation on the OTC Bulletin Board, price quotations will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations in building construction, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in commercial real estate markets, changes in the market valuations of commercial real estate, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control.  In addition, the stock market in general, and the market for commercial real estate development in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies.  These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.  Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results.  These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

At the present time we have no outstanding options or warrants to purchase securities convertible into common stock.

There are 20,000,000 shares common stock that could be sold by the selling shareholders according to Rule 144 that we have not agreed to register for resale beneficially owned by our current officers, directors and affiliated persons. 20,000,000 shares of common stock which are held by our President and Director, Tania Martin-Mercado (A brief description of Rule 144 follows):

The common stock sold in this offering will be freely transferable without restrictions or further registration under the Securities Act, except for any shares purchased by an  ”affiliate.”  An “Affiliate” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control of the issuer.  The definition of an “Affiliate” is critical to the operation of Rule 144, promulgated under the Securities Act.  Rule 144 provides for restrictions on the amount of securities that can be sold by an affiliate during a given period of time.  In general, pursuant to Rule 144, a shareholder who has satisfied a six month holding period may, under certain circumstances, sell within any three month period a number of securities which does not exceed the great of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale.  Further, Rule 144 permits, under certain circumstances, the sale of securities, without any quantity limitation, by our shareholders who are not affiliates and who have satisfied a one-year holding period.

Cash dividends have not been paid since inception.  In the near future, we intend to retain any earnings to finance the development and expansion of our business.  We do not anticipate paying any cash dividends on our common stock in the foreseeable future.  The declaration and payment of cash dividends by us are subject to the discretion of our board of directors.  Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors.  We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

We have forty (40) stockholders of record of our common stock as of August 31, 2014

Impact of the “Penny Stock” Rules on Buying or Selling Our Common Stock

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous



22


operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.

Trading in our common stock will be subject to the “penny stock” rules.

Reports to Security Holders

We will file reports and other information with the U.S. Securities and Exchange Commission (“SEC”).  You may read and copy any document that we file at the SEC’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-732-0330 for more information about its public reference facilities.  Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov.


We are not required by Florida law to provide annual reports.  At the request of a shareholder, we will send a copy of an annual report to include audited financial statements.  Once our registration statement becomes effective we will file annual, quarterly, and current reports as required by the Securities Exchange Act of 1934, as amended.


Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report.  The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.


Our Business Overview

YGCG, a Florida corporation, (the "Company") provides consulting services primarily to independent business owners and other market participants located nationally and internationally. Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of business operations. We have conducted our operations primarily in Texas.

Other consultancy companies have been concentrating on either infrastructure or specific areas of business such as healthcare staffing and large hospital operations. Although this is important one has to appreciate that overlooking small and medium healthcare companies and their operational and technological needs is often where many of these companies fail to cover. These overall packages will be a much more coherent way of conducting business as the packaging of complete solutions and systems mated to a successful healthcare practice is key to its eventual uptake in the future along with operational and infrastructural changes needed to both be safe and charge quickly and cost effectively.


Plan of Operation

Our plan of operation for the next twelve months will be to expand our client base. We market our consulting services to small and medium size businesses. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. YGCG does intend to continue to use the income from our current client to continue to meet our operating expenses. We do not have need for the purchase of any property or equipment at this time. YGCG will not have any significant changes in the current number of employees.


The Healthcare industry is a vast (and growing) global market. The key factors supporting this growth and opportunity include:

New ideas of advancement can be patented and potentially sold for profit

New ideas would be patented creating corporate intellectual property (I.P)

Fastest growing sector of the Information Technology

Fast growing International Information Technology Sector



23


The potential for both long and short-term gains

Massive International trade

International grants and funding also available

The founders of YGEIA CONSULTING GROUP, INC. have extensive experience in both healthcare business operations, hospital operations, healthcare information technology trends, and those related components that assist in advancing healthcare on a national and global scale and intend on providing these services, on a contract basis, to healthcare organizations.



Our directors have agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations.  Pursuant to the agreement it is binding on our CEO and she has agreed to only the return of her capital with no interest or other consideration. Thus far there has not been any need for funds provided by our CEO.  In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”


Consulting Relationship

New Opportunity Business Solutions, Inc. is a non-related entity that provides consulting services to our Company. YGCG is a client of New Opportunity Business Solutions, Inc. The original amount of the note payable was $199,800.  The note states a 10% interest rate. The note is as support for the consulting fee which was owed by YGCG but not paid as required. Both note and consulting agreement with all terms are attached as exhibits. Accrued interest at August 31, 2014 was $4,162.


New Opportunity Business Solutions, the Consultant, shall serve generally, on a non-exclusive basis, as a corporate consultant. The services to be provided include but are not limited to the following: assist and oversee the filing of an S-1 Registration statement with the Securities Exchange Commission and any required amendments thereafter, assist and oversee the filing of a 15c211 with the Financial Investment Regulatory Authority (FINRA) and any required amendments thereafter, and those other filings that shall, from time to time, be required, to successfully obtain a quotation of the Company's common shares on the OTC Bulletin Board and obtain trading thereupon. The Consultant will also be responsible throughout the term for the timely preparation of financial statements, annual 10K and quarterly 10Q statements for review by a PCAOB accountant and the Company's SEC counsel, and assisting in timely EDGAR filing of 10K and 10Q's with the SEC. The goal of the consulting agreement is for the Company to obtain an effective S-1 registration statement and a trading symbol with the successful filing of the 15c211.


0-3 Months








Establish an office in Texas.


Preliminary contact with relevant industry colleagues and supplemental research resources and personnel.


Commence pre-marketing of those technologies and industries to which YGCG anticipates providing its research and consulting services.


Web site development and social media presence


Back office infrastructure and inside sales initiatives


4-6 Months









Establish industry links with prospective suppliers and corporate clients in domestic and international markets.  


Travel to relevant industry association events and trade shows.


7-12 Months








Discussions with interested companies (product development companies and manufacturers) to begin establishing joint research and development projects.


Acquisition of new equipment to increase the company's core capabilities and to enable it to provide its clients with value added contract research.


New clients will be brought in along with a growing staff to accommodate the growing demand accordingly.


Federal institutions will then be approached for larger possible joint ventures which will see a separate revenue income.

 










12 Month Growth Strategy and Milestones

While a strategic and wisely executed marketing campaign is key to expanding our customer base; providing new, cutting-edge, innovative strategies developed and implemented for our clients, will provide a solid platform upon which our operations will continue to grow and deliver long-term success.

Note: The following milestones are based on the company's business development strategy following this registration statement becoming effective.


We therefore expect to incur the following costs in the next 12 months in connection with our business operations and fully expect to fund these amounts from operations. There is however no guarantee that we will be able to fund out of operations. In that case our CEO has agreed to fund the projects. We also will most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.


Marketing costs

$

9,000

Website development costs

 

6,000

Equipment  purchase

 

10,500

Cost for being a public reporting company

 

15,000

Office Supplies

 

2,000

Staffing and Consultant costs

 

40,000

Total

$

82,500


Results of Operations for the period ending August 31, 2014.


Revenues


The Company had no revenues during the period June 15, 2014 (inception) through August 31, 2014


Operating Expenses


Total Expenses.  Total expenses for the period ending August 31, 2014 was $149,133.  Total expenses consisted of advertising of $1,336; non-cash stock based compensation of $53,000; professional fees of $65,385; selling, general and administrative of $25,250; and interest expense of $4,162.  Total expenses were primarily due to a consulting contracts and legal fees associated with the S1 and incorporation fees.  


Financial Condition


Total Assets.  Total assets at August 31, 2014 were $160,279.  Total assets consist of cash of $2,104 and prepaid expense of $158,175.  Total assets were due to cash received via subscription agreements and a consulting contract.


Total Liabilities.  Total liabilities at August 31, 2014 were $207,962.  Total liabilities consist of accounts payable of $9,000, notes payable of $194,800 and accrued interest of $4,162.  Total liabilities were due to the promissory note related to a consulting contract and a payable associated with the preparation of the S1.


Liquidity and Capital Resources


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.  




25


The Company sustained a loss for the period ending August 31, 2014 of $149,133.  Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


We are presently able to meet our obligations as they come due and believe that our cash available, $2,104 as of August 31, 2014, is not sufficient to meet our needs for the next month of our limited operations.  At August 31, 2014 we had working capital deficit of $47,683.  Our working capital deficit is due to the results of operations.


Net cash used in operating activities for the period ending August 31, 2014 was ($41,346).  


Net cash provided by financing activities for the period ending August 31, 2014 was $43,450.  Net cash provided by financing activities is from the proceeds of stock sales.


We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.  Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”


We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.


Capital Resources.


We had no material commitments for capital expenditures as of August 31, 2014.


Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Table 3.0 Directors and Executive Officers

Name

Age

Position

Tania Martin-Mercado

37

CEO & President, Director


TANIA MARTIN-MERCADO


Ms. Martin-Mercado is a results-driven and highly adaptable Executive IT Professional with notable success driving a broad range of corporate fiscal, strategic, operations and IT initiatives in a variety of situations.  She has hands-on experience and a strong track record of performance in turnaround and high-paced organizations.   Ms. Martin-Mercado possesses superior interpersonal skills, capable of solving multiple and complex (sales, human resources, legal, financial, IT, operational) issues and motivating staff to peak performance.  Ms. Martin-Mercado has outstanding communication skills with exceptional drive to execute desirable project, contract, and budgetary outcomes utilizing a team approach to steer organizational improvement.  She is able to coordinate and direct all phases of project, contract, and program management efforts while maintaining high energy, motivation, and guiding teams.   She has over 18 years of IT experience, and holds a B.S. degree in Information Technology from Kaplan University, a M.S. in Information Systems and Technology Management with an emphasis in Health Information Technology from Capella University, and is currently attending Columbia University for an Executive M.S. in Technology Management.



26



Founded YGEIA Consulting Group - August 2014 to Present

In her current position as CEO, she serves as a trusted advisor to commercial agencies, private corporations and medical professionals in the Health Information Technology (HIT) field.


Founded Phronetik – 6/2013 to Present

In her current position as CEO, she focuses exclusively on the technology and information systems used within healthcare among hospitals, private practices, clinics and laboratories.


EgressONE Technology Group – 12/2008 – 5/2013

In her role as Chief Information Officer, took the business to full scale operation, implemented standard technology policies and procedures, streamlined technology processes, and developed strategic plans to advance company objectives and promote revenue.


EMC Corporation – 08/2008 - 08/2009

In her position as a Sr. Practice Consultant, Ms. Martin-Mercado focused on enterprise architecture, enterprise Infrastructure, cost benefit analysis, and project management.


Microsoft Corporation – 2/2006 – 08/2008

In her position as a Consultant for the Federal Sector, Ms. Martin-Mercado provided unified communications solutions, change control processes, risk analysis and risk mitigation for agencies within the Department of Homeland Security.


United States Army Reserves – 06/1996 – Present

Ms. Martin-Mercado is a Chief Warrant Officer 2 in the United States Army Reserves in the area of Cyber Information Systems. As of 2014, she has 18 proud years of military service



Executive Compensation

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the period August 31, 2014, for services rendered in all capacities to us.  The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”  Currently, we have no employment agreements with any of our Directors or Officers.  All of our directors are unpaid.  Compensation for the future will be determined when and if additional funding is obtained.

Table 4.1 Summary Compensation Table - Officers

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)


(i)

(j)

 

 

Salary

Bonus

Stock

Option

Non-equity

Nonqualified

All other

Total

 

 

 

 

Awards

Awards

incentive

deferred

compen-

 

 

 

 

 

 

 

plan

compensation

sation

 

Name and principal position (1)

Year

($)

($)

($)

($)

compensation

($)

earnings

($)


($)

($)

Tania Martin-Mercado  President, CEO

2014

-0-

-0-

2,000

-0-

-0-

-0-


-0-

2,000

 

 

 

 

 

 

 

 

 

 


 (1) There is no employment contract with Ms. Martin-Mercado at this time.  Nor are there any agreements for compensation in the future.  A salary and stock options and/or warrants program may be developed in the future. . The amount of value for the services of Ms. Martin-Mercado was determined by agreement for shares in which each received as founders for (1) control (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the corporation. The amount received by each is not reflective to the true value of the contributed efforts by Ms. Martin-Mercado and was arbitrarily determined by the company.

Table 4.2 Director Compensation


(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

 

Fees

Stock

Option

Non-equity

Nonqualified

All other

Total

 

earned or

Awards

Award(s)

incentive

deferred

compen-

 

 

paid in cash

 

 

Plan

compensation

compensation

earnings

sation

 

Name and principal position (1)

($)

($)

($)


($)


($)


($)

($)

Tania Martin-Mercado, President, CEO

-0-

-0-

-0-

-0-

-0-


-0-

-0-


 (1) There is no employment contract with Ms. Martin-Mercado at this time.  Nor are there any agreements for compensation in the future.  A salary and stock options and/or warrants program may be developed in the future.

Compensation Committee Interlocks and Insider Participation

Currently, our Board of Directors consists of Ms. Martin-Mercado. We are not actively seeking additional board members at this time.  At present, the Board of Directors has not established any committees.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of September 20, 2010, and our officers and directors, individually and as a group.  Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities.  In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.  Subject to community property laws, where applicable, the persons or entities named in Table 5.0 (See “Selling Security Holders”) have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Table 5.0 Beneficial Ownership

Amount and Nature of Beneficial Ownership Percent of Class (1)

Title of Class

Name and Address of Beneficial Owner

Before Offering

After Offering

Before Offering

After Offering

Common Stock


 Tania Martin-Mercado

20,000,000

20,000,000

94.56%

94.56%

 

 

 

 

 

 

Common Stock

All Executive Officers and Directors as a Group (1)

20,000,000

20,000,000

94.56%

94.56%

(1)

The percentages are based on a Before-Offering total of 21,332,000 shares of common stock issued and outstanding as of the date of this prospectus and assume all of the 1,332,000 shares of our selling security holders’ shares will be sold.


Transactions with Related Persons, Promoters and Certain Control Persons


In June 2014 the company issued our CEO 20,000,000 shares of common stock at par $0.0001 for services totaling $2,000.


New Opportunity Business Solutions, Inc. is a non-related entity that provides consulting services to our Company. YGCG is a client of New Opportunity Business Solutions, Inc. The original amount of the note payable was $199,800.  The note states a 10% interest rate. The note is as support for the consulting fee which was owed by YGCG but not paid as required. Both note and consulting agreement with all terms are attached as exhibits..


New Opportunity Business Solutions, the Consultant, shall serve generally, on a non-exclusive basis, as a corporate consultant. The services to be provided include but are not limited to the following: assist and oversee the filing of an S-1 Registration statement with the Securities Exchange Commission and any required amendments thereafter, assist and oversee the filing of a 15c211 with the Financial Investment Regulatory Authority (FINRA) and any required amendments thereafter, and those other filings that shall, from time to time, be required, to successfully obtain a quotation of the Company's common shares on the OTC Bulletin Board and obtain trading thereupon. The Consultant will also be responsible throughout the term for the timely preparation of financial statements, annual 10K and quarterly 10Q statements for review by a PCAOB accountant and the Company's SEC counsel, and assisting in timely EDGAR filing of 10K and 10Q's with the SEC. The goal of the consulting agreement is for the Company to obtain an effective S-1 registration statement and a trading symbol with the successful filing of the 15c211.



28




 The contract is for a 12 month term.  The amount of the contract is $199,800 due and payable in full on July 21, 2014. The Company will expense the contract over the 12 month term in the amount of $16,650 per month.   As of August 31, 2014 the company has expensed $41,625 and the prepaid balance was $158,175.  


Our offices are currently located at 1278 Justin Road Ste 109-B4, Lewisville, TX 75077


Director Independence

We do not presently have any independent directors.  We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company.  Our Board of Directors is comprised of our President and CEO, Tania Martin-Mercado. Ms. Martin-Mercado is currently the majority shareholder of the company’s common equity. We intend to seek additional independent members for our board of directors when the market conditions improve and we are able to provide compensation for our board of director members.


Item 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Our Articles of Incorporation do include a provision under Article VIII, to permit us to indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate and to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Our By-Laws, Article VII, Section 4, do permit us to indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate and to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of YGEIA CONSULTING GROUP, Inc., pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is unenforceable.




29





YGEIA CONSULTING GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

 

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet at August 31, 2014

F-3

 

 

Statement of Operations for the period  ending  June 15, 2014  (date of inception)

through August 31, 2014

F-4

 

 

Statement of Changes in Shareholders’ Equity for the period ending June 15, 2014  (date of inception) through August 31, 2014

F-5

 

 

Statement of Cash Flows for the period  ending June 15, 2014  (date of inception)

through August 31, 2014

F-6

 

 

Notes to Financial Statements

F-7





F-1




 

 

Messineo & Co, CPAs LLC

2471 N McMullen Booth Rd Ste. 302

Clearwater, FL 33759-1362

T: (518) 530-1122

F: (727) 674-0511

[ygeia_forms1001.jpg]


Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders

Ygeia Consulting Group, Inc.

Lewisville, Texas


We have audited the accompanying balance sheet of Ygeia Consulting Group, Inc. as of August 31, 2014 and the related statement of operations, statement of changes in stockholder’s deficit and statement of cash flows for the period from June 15, 2014 (date of inception) through August 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ygeia Consulting Group, Inc. as of August 31, 2014 and the results of its operations and its cash flows for the period from June 15, 2014 (date of inception) through August 31, 2014 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss, has not generated revenue, has not commenced operations of its business plan, and may be unable to raise further equity or attain financing. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


[ygeia_forms1002.jpg]

Messineo & Co., CPAs, LLC

Clearwater, Florida

November 3, 2014




F-2





YGEIA CONSULTING GROUP

 

Balance Sheet

 

 

 

 

August 31,

 

 

 

2014

 

 

 

 

ASSETS

 

 

Current Assets

 

 

  

Cash and cash equivalents

$

2,104

 

Prepaid expenses

 

158,175

Total Current Assets

 

160,279

 

 

 

 

  

TOTAL ASSETS

$

160,279

  

  

 

  

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

Current Liabilities

 

  

  

Accounts payable

$

9,000

 

Accrued interest

 

4,162

 

Note payable

 

194,800

Total Current Liabilities

 

207,962

 

 

 

 

  

TOTAL LIABILITIES

 

207,962

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

  

  

 

  

Stockholders' Deficit

 

  

  

Preferred stock: 100,000,000 authorized; $0.0001 par value; no shares issued and outstanding

 

  

Common stock: 500,000,000 authorized; $0.0001 par value; 21,332,000 shares issued and outstanding

 

2,133

Additional paid in capital

 

99,767

Subscription receivable

 

(450)

Accumulated deficit

 

(149,133)

Total Stockholders' Deficit

 

(47,683)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

160,279

 

 

 

 

  

  

 

 

The accompanying notes are an integral part of the audited financial statements




F-3





YGEIA CONSULTING GROUP

 

Statement of Operations

 

 

 

June 15, 2014

 

 

 

(inception)

 

 

 

through

 

 

August 31,

  

  

 

2014

 

 

 

 

 

 

 

 

Revenues

$

---

 

 

 

 

Operating Expenses

 

 

 

Selling, general and administrative expenses

 

79,586

 

Professional fees

 

65,385

 

   Total operating expenses

 

144,971

 

 

 

 

Net Income (Loss) from operations

 

(144,971)

 

 

 

 

Other income (expense)

 

 

 

Interest expense

 

(4,162)

 

Income tax

 

---

 

 

 

 

Net Income (Loss)

$

(149,133)

 

 

 

 

Basic and diluted loss per share

$

(0.01)

 

 

 

 

Weighted average number of

 

 

 

shares outstanding

 

20,836,079

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the audited financial statements





F-4





YGEIA CONSULTING GROUP

 

Statement of Changes in Stockholders' Deficit

From June 15, 2014  (inception) to August 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Common Stock

 

Paid in

 

Subscription

 

Accumulated

 

 

 

 

 Shares

 

 Amount

 

 Capital

 

Receivable

 

 Deficit

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 15, 2014

—    

$

—    

$

—    

$

—    

$

—    

$

—    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued 20 million shares of common to certain officers and directors for services at par $0.0001, June 17, 2014

20,000,000

 

2,000

 

—    

 

—    

 

—    

 

2,000

 

Issued 680,000 shares of common for consulting services at $0.075 per share, June 17, 2014

680,000

 

68

 

50,932

 

—    

 

—    

 

51,000

 

Sale of 652,000 shares of common stock for cash to various investors at $0.075 per share, July and August, 2014

652,000

 

65

 

48,835

 

(450)    

 

—    

 

48,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

(149,133)

 

(149,133)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2014

21,332,000

$

2,133

$

99,767

$

(450)

$

(149,133)

$

(47,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the audited financial statements




F-5





YGEIA CONSULTING GROUP

 

Statement of Cash Flows

 

 

 

June 15, 2014

 

 

 

(inception)

 

 

 

through

 

 

 

August 31,

 

 

 

2014

 

 

 

 

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

    

 Net loss

$

(149,133)

 

Adjustments to reconcile net loss to net

 

 

 

  cash used in operations:

 

 

 

     Stock issued for services

 

53,000

 

     Recognition of prepaid expense

 

41,625

 

Changes in assets and liabilities:

 

 

 

   Increase in accounts payable

 

9,000

 

   Increase in accrued interest

 

4,162

 

 Net Cash (used in)  operating activities

 

(41,346)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Repayment of notes payable

 

(5,000)

 

 Proceeds from equity issuances

 

48,450

 

 Net Cash provided by financing activities

 

43,450

 

 

 

 

 Net increase in cash and cash equivalents

 

2,104

 

 

 

 

 Cash and cash equivalents

 

 

 

 Beginning of period

 

—    

 

 End of period

$

2,104

 

 

 

 

 Supplemental cash flow information

 

 

 

 Cash paid for interest

$

—    

 

 Cash paid for taxes

$

—    

Supplemental non-cash investing and financing transactions:

 

 

 

Note payable issued for services

$

199,800

  The accompanying notes are an integral part of the audited financial statements




F-6




NOTE 1. NATURE OF BUSINESS


ORGANIZATION


YGEIA CONSULTING GROUP, INC. (hereinafter “YGCG”) is incorporated in the State of Florida in June 2014. We were formed as a consultant to the Healthcare industry.  The Healthcare industry is subject to constant change due to market trends, thereby making it extremely competitive. The Healthcare industry is complex, because several segments are regulated by both federal and state governments. YGCG’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by YGCG, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.


NOTE 2. GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern


NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.  Cash and cash equivalents totaled $2,104 at August 31, 2014.


CASH FLOWS REPORTING

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.


FINANCIAL INSTRUMENTS

The Company’s balance sheet includes certain financial instruments, including cash, prepaid expenses, accounts payable, accrued expenses, and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.




F-7




ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.


REVENUE RECOGNITION

The Company follows ASC 605, Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


The Company derives revenue from consulting arrangements with clients.  Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete, additionally, costs incurred may be billed, as defined by the contractual arrangements.  There have been no revenues generated since inception.


DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of August 31, 2014.


NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.


Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at August 31, 2014.  As of August 31, 2014, the Company had no dilutive potential common shares.


SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is



F-8




based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the period ending August 31, 2014 totaled $53,000.


RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company has adopted this standard.


In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.   The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition.  Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities.  The Company has reviewed the applicable ASU and due to the absence of revenues it believes that there will be no material effect on the financial statements.


In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.  A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.  The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted.  Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.  


In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.    Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.


We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.


NOTE 4. PREPAID EXPENSE


The Company entered into a consulting agreement with New Opportunity Business Solutions, a non related party, on June 17, 2014.  New Opportunity Business Solutions is to provide consulting services assisting with the preparation of the S1 registration statement being filed with the Security and Exchange Commission.  The contract is for a 12 month term.  The amount of the contract is



F-9




$199,800 due and payable in full on June 18, 2014, on demand. The Company will expense the contract over the 12 month term in the amount of $16,650 per month.   As of August 31, 2014 the company has expensed $41,625 and the prepaid balance was $158,175.  


The balance of prepaid expense at August 31, 2014 is $158,175.     


NOTE 5. NOTES PAYABLE


Notes payable consisted of the following as of August 31, 2014:

 

 

August 31,

2014

New Opportunity Business Solutions, Inc., a non related party for consulting services to the Company. YGEIA CONSULTING GROUP, INC. (YGCG) is a client of New Opportunity Business Solutions, Inc. The original amount of the note payable was $199,800, dated June 18, 2014.  The note states a 10% interest rate with no set maturity date and is due on demand. Payment of principal and interest is due on demand and is not contingent. However to the extent that the Company incurs expense to accomplish the goal of the consulting agreement, the obligation of the company shall be reduced an equal amount. The note is as support for the consulting fee which was owed by YGCG but not paid as required. Both note and consulting agreement with all terms are attached as exhibits. Accrued interest at August 31, 2014 was $4,162.

$

194,800

 

 

 

Total notes payable

$

194,800

 

 

 

Current portion

$

194,800



NOTE 6. INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  For the period June 15, 2014 (Inception) through August 31, 2014, the Company incurred losses of $149,133.  The net operating loss in the amount of $149,133, resulting from operating activities, result in deferred tax assets of approximately $50,705, at the effective statutory rates. Net operating loss carry-forwards begin expiring in 2033. The deferred tax asset has been off-set by an equal valuation allowance.


NOTE 7. SHAREHOLDERS’ EQUITY


On June 15, 2014 the Company, through approval of its Board of Directors, authorized common shares of 500,000,000 with a par value of $0.0001 and preferred share of 100,000,000 with a par value of $0.0001.


PREFERRED STOCK

No preferred shares have been issued and there has been no designation of series or preference, as allowable by state statutes.


COMMON STOCK


On June 17, 2014 the Company issued 20,000,000 shares, par value $0.0001, to Tania Martin-Mercado, CEO and Director in exchange for services totaling $2,000.   


On June 17,2014the Company issued 680,000 shares, at $0.075 per share, to Soellingen Advisory Group, Inc., a non related party, in exchange for consulting services totaling $51,000.   


During the Month of July 2014 the Company sold 6,000 shares to 3 shareholders via subscription at a value of $0.075 per share as a subscription receivable totaling $450.




F-10




During the Month of July and August 2014 the Company sold 6646,000 shares to 36 shareholders via subscription at a value of $0.075 per share for cash totaling $48,385.


There were 21,332,000 shares of common stock issued and outstanding at August 31, 2014.


WARRANTS AND OPTIONS


There are no warrants or options outstanding to acquire any additional shares of common stock of the Company as of August 31, 2014.

NOTE 8. RELATED PARTY TRANSACTIONS


The controlling shareholder has pledged his support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of these parties.  There are no advances or amounts payable to any officer or shareholder, as of August 31, 2014.


During the period from inception through August 31, 2014, the Company has paid 22,510 in management fees to the sole officer of the Company for the fair value of services received.


The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.


The Company does not have employment contracts with its key employees, including the controlling shareholder who is the sole officer of the Company. The sole officer and director of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. There may be a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.   


The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.


EQUITY TRANSACTIONS


On June 17, 2014 the Company issued 20,000,000 shares, par value $0.0001, to Tania Martin-Mercado, CEO and Director in exchange for services totaling $2,000.   


NOTE 9. COMMITMENTS AND CONTINGENCIES


From time to time the Company may be a party to litigation matters involving claims against the Company.   Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.


NOTE 10. WARRANTS AND OPTIONS


There are no warrants or options outstanding to acquire any additional shares of common stock of the Company as of August 31, 2014.


NOTE 11. SUBSEQUENT EVENTS


Management has evaluated subsequent events through the date the financial statements were issued, considered to be the date filed with the Securities and Exchange Commission. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements.







F-11







TABLE OF CONTENTS

PROSPECTUS SUMMARY

SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

Resale Offering

DESCRIPTION OF SECURITIES TO BE REGISTERED

INTEREST OF NAMED EXPERTS AND COUNSEL

INFORMATION WITH RESPECT TO THE REGISTRANT

Description of Business

Description of Property

Legal Proceedings

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

Reports to Security Holders

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Business

Results of Operation

Liquidity & Capital Resources

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Directors and Executive Officers

Executive Compensation

Compensation Committee Interlocks and Insider Participation

Security Ownership of Certain Beneficial Owners and Management

Transactions With Related Persons, Promoters and Certain Control Persons

Director Independence

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

INDEX TO FINANCIAL STATEMENTS

 

 

 

 




31






DEALER PROSPECTUS DELIVERY OBLIGATION

Until

 (90 days after the effective date), 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.

The selling stockholders are offering and selling shares of our common stock only to those persons and in those jurisdictions where these offers and sales are permitted.


You should rely only on the information contained in this prospectus, as amended and supplemented from time to time. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery or of any sale of shares. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has not been a change in our affairs since the date hereof.


This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. This prospectus summarizes information and documents in a manner we believe to be accurate, but we refer you to the actual documents or the agreements we entered into for additional information of what we discuss in this prospectus.




32






PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 13. Other Expenses of Issuance And Distribution.

The following table sets forth the costs and expenses payable by YGEIA CONSULTING GROUP, INC. in connection with the sale of the securities being registered.  We will bear all the costs and expenses associated with the preparation and filing of this registration statement including the registration fees of the selling security holders.  All amounts are estimates except the Securities and Exchange Commission registration fee and the Accounting Fees and Expenses:

Registration Fee

$5.68

Federal taxes, state taxes and fees

$0.00

Printing and Engraving Expenses

$0.00

Accounting Fees and Expenses

$3,000.00

Legal Fees and Expenses

$10,000.00

Transfer Agent’s Fees and Expenses

$2,000.00

Miscellaneous

$5,000.00

Total

$20,005.68

Item 14. Indemnification of Directors and Officers.

Our Articles of Incorporation, Article X, permits the corporation to indemnify a director, officer or control person of the corporation 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 expense.

In addition, our By-Laws, Article X, Section 3, do permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Florida law would permit indemnification.  We have not obtained any such insurance at this time.

We have been advised that it is the position of the Securities and Exchange Commission that insofar as the foregoing provisions may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, that such provisions are against public policy as expressed in the Securities Act and are therefore unenforceable.

CODE OF ETHICS

We have adopted a code of ethics as of April 2014 that applies to our principal executive officer, principal financial officer and principal accounting officer as well as our employees.  Our standards are in writing and will be posted on our website once our site is operational.  Our complete Code of Ethics has been attached to this registration statement as an exhibit.  Our annual report filed with the Securities Exchange Commission will set forth the manner in which a copy of our code may be requested at no charge.  The following is a summation of the key points of the Code of Ethics we adopted:


·

Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our company;

·

Full compliance with applicable government laws, rules and regulations;

·

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

·

Accountability for adherence to the code.


WHERE YOU CAN FIND MORE INFORMATION

We will file reports and other information with the U.S. Securities and Exchange Commission.  You may read and copy any document that we file at the SEC’s public reference facilities at 100 F Street N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-732-



33





0330 for more information about its public reference facilities.  Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding the issuance and sales of YGEIA CONSULTING GROUP, INC. common stock without registration during the last four years.  No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities.  The following securities of YGEIA CONSULTING GROUP, INC.  Inc. were issued by YGCG within the past four (2) years and were not registered under the Securities Act of 1933: The shares of our common stock were issued pursuant to Section 4(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law.   All shareholders in our Section 4(2) offering are sophisticated investors who are personally known by our president, Tania Martin-Mercado.  Each shareholder had sufficient knowledge and experience in finance and business matters to evaluate the risks and merits of the investment or was otherwise able to bear the economic risks of an investment in our company.  Additionally, each shareholder was provided with access to the type of information about our company that would normally be provided in a prospectus.  Finally, the shareholders agreed not to resell or distribute the securities to the public and were aware that each certificate representing shares of our common stock would bear a restrictive transfer legend to prevent any unauthorized distribution.

Name of Stockholder

Shares Received

Date Shares Sold

Consideration

Dayle Scheinman

4,000

July 31, 2014

$       300.00

 

John Hearld

200,000

July 31, 2014

$           15,000.00

 

Victoria Hearld

200,000

July 31, 2014

$           15,000.00

 

Ella Loud

12,000

July 31, 2014

$                900.00

 

Eckars Loud Sr.

12,000

July 31, 2014

$                900.00

 

Eckars Loud Jr.

4,000

July 31, 2014

$                300.00

 

John Hearld Sr.

4,000

July 31, 2014

$                300.00

 

Pearl Hearld

4,000

July 31, 2014

$                300.00

 

Paul Witherspoon

4,000

July 31, 2014

$                300.00

 

Jewel Witherspoon

2,000

July 31, 2014

$                150.00

 

Gary Martin

4,000

July 31, 2014

$                300.00

 

Katy Martin

4,000

July 31, 2014

$                300.00

 

Shelby Martin

4,000

July 31, 2014

$                300.00

 

E.J. Ford

4,000

July 31, 2014

$                300.00

 

Cayenne Mayes

4,000

July 31, 2014

$                300.00

 

Herman Cail

4,000

July 31, 2014

$                300.00

 

Janeice Peoples

4,000

July 31, 2014

$                300.00

 

Raamel Mitchell

1,000

July 31, 2014

$                  75.00

 

Emmanuel Simon

1,000

July 31, 2014

$                  75.00

 

Dominique Krefeld

4,000

July 31, 2014

$                300.00

 

Erik Krefeld

4,000

July 31, 2014

$                300.00

 

Jeffrey Linder

4,000

July 31, 2014

$                300.00

 

Brett Krieger

4,000

July 31, 2014

$                300.00

 

Monica von Rosenberg

4,000

July 31, 2014

$                300.00

 

Michael Hefner

6,000

July 31, 2014

$                450.00

 

Wes Burkett

50,000

July 31, 2014

$             3,750.00

 

Alyn Burkett

50,000

July 31, 2014

$             3,750.00

 

Joseph Burkett

8,000

July 31, 2014

$                600.00

 

John McCann

6,000

July 31, 2014

$                450.00

 

Kerry Bates

4,000

July 31, 2014

$                300.00

 

Evan Rhone

4,000

July 31, 2014

$                300.00

 

Victoria Mercado

2,000

July 31, 2014

$                150.00

 

Marvin Martin

2,000

July 31, 2014

$                150.00

 

Ginger Martin

2,000

July 31, 2014

$                150.00

 

Bridgette Chavis

2,000

July 31, 2014

$                150.00

 

Erma Salazar

4,000

July 31, 2014

$                300.00

 

Edward Rodriguez

8,000

July 31, 2014

$                600.00

 

Brig Johnson

4,000

July 31, 2014

$                300.00

 

James Head

4,000

July 31, 2014

$                300.00

 

Soellingen Advisory Group, Inc.4

680,000

June 17, 2014

Services

 

Tania Martin-Mercado

20,000,000

June 17, 2014

Services

 

 

 

 

 

 

 

 

 

 

Item 16. Exhibits and Financial Statement Schedules. The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-K.  All Exhibits are attached hereto unless otherwise noted.

Exhibit No.

Description

3.1

Articles of Incorporation

3.2

By-Laws

5

Opinion Regarding Legality and Consent of Counsel:  by Clifford J. Hunt, Esq.

10.1

Consulting agreement dated June 19, 2014

10.2

Demand Note

14

Code of Ethics

23.1

Consent of Experts and Counsel:  Independent Auditor’s Consent by ______ Certified Public Accountants of Clearwater Florida (DKM).PublicAAccountantsAccountantsof Clearwater Florida (DKM).


Item 17. Undertakings.

(a) Rule 415 Offering.  The undersigned registrant hereby undertakes to:

(1)

File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

Include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii)

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 the volume and price represent no more than a twenty percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and



35





(iii)

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)

For determining liability under the Securities Act of 1933, treat each post-effective amendment as a new registration statement of the securities offered and the offering of the securities at that time to be the initial bona fide offering.

(1)

File a post-effective amendment to remove from registration any of the securities that remain unsold at the termination of the offering.

(b)

Request for Acceleration of Effective Date.  Insofar as indemnification for liabilities arising under the Securities Act  may be permitted to directors, officers and controlling persons of the registrant according the foregoing provisions, or otherwise, the undersigned registrant has 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 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 that 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 and will be governed by the final adjudication of such issue.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:


(i)

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.



36






SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Lewisville, Texas on November 10, 2014

(Registrant)

YGEIA CONSULTING GROUP, INC.

By:  /s/ Tania Martin-Mercado

Tania Martin-Mercado, President, Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Name

 

Title

 

Date

/s/ Tania Martin-Mercado


 

Principal Executive Officer,

Principal Accounting Officer,

Chief Financial Officer, Director


 

November  10, 2014






37



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M;_"B/P#97[SQKX$?B9^U!\,_B!\1_"WPW\ M#>'/B!X\G_9_U,S>-O&^A^&-+TSQ7XNF^R_�K7S?$FO6M_K,GV;1-&@WWI ..\G2M/CVVD/V/10!__]D_ ` end EX-3 4 articlesofincorporationyegia.htm ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION


OF


YGEIA CONSULTING GROUP, INC.


The undersigned, as incorporator, forms a corporation within the meaning of the applicable provisions of the Florida Statutes, Chapter 607.


ARTICLE


Corporate Name


The name of this corporation is YGEIA CONSULTING GROUP, INC. (the “Corporation”).



ARTICLE


Initial Principal Office


The initial principal office for the Corporation shall be at  1278 Justin Road Ste 109-B4, Lewisville, TX 75077

ARTICLE


General Nature of business


The Corporation may transact any lawful business for which corporations may be incorporated under Florida law.


ARTICLE


Capital Stock


A.

COMMON STOCK: The aggregate number of shares of common stock (the “Common Stock”) authorized to be issued by this Corporation shall be 500,000,000, with a par value of $0.0001 per share.  Each share of issued and outstanding Common Stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the Common Stock, as well as in the net assets of the corporation upon liquidation or dissolution.


B.

PREFERRED STOCK:  The Corporation is authorized to issue 100,000,000 shares of $0.0001 par value preferred stock (the “Preferred Stock”).  The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series in addition to those set forth below and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of various series may vary only with respect to:



Page 1 of 4



(a)

the rate of dividend;

(b)

whether the shares may be called and, if so, the call price and the terms and conditions of call;

(c)

the amount payable upon the shares in the event of voluntary and

involuntary liquidation;

(d)

sinking fund provisions, if any, for the call or redemption of the shares;

(e)

the terms and conditions, if any, on which the shares may be converted;

(f)

voting rights; and

(g)

whether the shares will be cumulative, noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.


The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein, and fixing and determining the relative rights and preferences thereof.  The Board of Directors may make any change in the designation, terms, limitations and relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.


Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series.  In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.


ARTICLE V


Registered Agent


The registered agent of the Corporation at such address is Clifford J. Hunt, Esquire, who maintains an office at 8200 Seminole Boulevard, Seminole, Florida 33772.



ARTICLE VI


Incorporator


The name and address of the corporation’s incorporator is:


Name

Address


Tania Martin-Mercado

1278 Justin Road Ste 109-B4, Lewisville, TX 75077




Page 2 of 4


ARTICLE VII


By-Laws


The power to adopt, alter, amend or repeal by-laws of the Corporation shall be vested in the shareholders and separately in its Board of Directors, as prescribed by the by-laws of the Corporation.



ARTICLE VIII


Indemnification


If in the judgment of a majority of the entire Board of Directors, (excluding from such majority any director under consideration for indemnification), the criteria set forth in § 607.0850(1) or (2), Florida Statutes, as then in effect, have been met, then the Corporation shall indemnify any director, officer, employee or agent thereof, whether current or former, together with his or her personal representatives, devisees or heirs, in the manner and to the extent contemplated by § 607.0850, as then in effect, or by any successor law thereto.



ARTICLE IX


Effective Date of Articles


These Articles shall be effective upon filing with the Secretary of State for Florida.


ARTICLE X


Control Share Acquisition Statute Inapplicable


Section 607.0902 of the Florida Statutes regarding control share acquisitions is not applicable to this Corporation and shall not have any effect upon the voting rights relating to issued and outstanding shares of capital stock of the Corporation.




Page 3 of 4





IN WITNESS WHEREOF, the undersigned, as incorporator, has hereunto set the undersigned’s hand and seal this 15th day of June 2014, for the purpose of organizing this Corporation under the laws of the State of Florida.


/s/ Tania Martin-Mercado


Tania Martin-Mercado, Incorporator




ACKNOWLEDGMENT


Having been named to accept service of process for the above-stated Corporation, at the place designated in these articles of incorporation, I hereby accept to act in this capacity, and agree to comply with the provisions of Section 607.0501 of the Florida Statutes relative to keeping open said office.



/s/ Clifford J. Hunt


Clifford J. Hunt, Esquire








Page 4 of 4


EX-3 5 ygeia_bylaws.htm BYLAWS BYLAWS

BYLAWS

OF

YGEIA CONSULTING GROUP, INC.


ARTICLE I - OFFICES


SECTION 1.  PRINCIPAL PLACE OF BUSINESS


The initial location of the principal place of business of the corporation shall be

1278 Justin Rd.,Suite 109-B4, Lewisville, TX 75077.


SECTION 2.  OTHER OFFICES


The corporation may also have offices at such other places as the board of directors may, from time to time designate or as the business of the corporation may require.


ARTICLE II - SHAREHOLDERS


SECTION 1.  PLACE OF MEETINGS


All meetings of the shareholders shall be held at the principal place of business of the corporation or at such other place within or outside the State of Florida as may be determined by the board of directors.  


SECTION 2.  ANNUAL MEETINGS


The annual meeting of the shareholders shall be held on the second Tuesday of the month of April of each year, at which time the shareholders shall elect a board of directors and transact any other proper business.  If this date falls on a legal holiday, then the meeting shall be held on the following business day.


SECTION 3.  SPECIAL MEETINGS


Special meetings of the shareholders may be called by the board of directors or by the shareholders.  In order for a special meeting to be called by the shareholders, 10 percent or more of all the votes entitled to be case on any issue proposed to be considered at the proposed special meeting shall sign, date and deliver to the secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The secretary shall issue the call for special meetings unless the president, the board of directors, or the shareholders designate another person to make the call.



SECTION 4.  NOTICE OF MEETINGS


Notice of all shareholders’ meetings, whether annual or special, shall be given to each




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shareholder of record entitled to vote at such meeting no fewer than 10 or more than 60 days before the meeting date.  The notice shall include the date, time and place of the meeting and in the case of a special meeting the purpose or purposes included in the notice of special meeting may be conducted at a special shareholders' meeting.


Notice of shareholders' meetings may be given orally or in writing, by or at the direction of the president, the secretary or the officer or persons calling the meeting.  Notice of meetings may be communicated in person; by telephone, telegraph, teletype, facsimile machine, or other form of electronic communication; or by mail.  If mailed, notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the corporation, with postage prepaid.


When a meeting is adjourned to a different date, time or place, it shall not be necessary to give any notice of the adjourned meeting if the new date, time or place is announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting.  If, however, after the adjournment, the board fixes a new record date for the adjourned meeting, notice of the adjourned meeting in accordance with the preceding paragraphs of this bylaw shall be given to each person who is a shareholder as of the new record date and is entitled to vote at such meeting.


SECTION 5.  WAIVER OF NOTICE


A shareholder may waive any notice required by the Business Corporation Act, the articles of incorporation or these bylaws before or after the date and time stated in the notice.  The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.  Neither the business to be transacted at nor the purpose of any annual or special meeting of the shareholders need be specified in any written waiver of notice.


SECTION 6.  ACTION WITHOUT MEETING


Any action which is required by law to be taken at an annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote if one or more written consents, setting forth the action so taken, shall be dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Written consents shall not be effective to take corporate action unless, within 60 days of the date of the earliest written consent relating to the action, the signed written consents of the number of holders required to take the action are delivered to the corporation.


Within 10 days after obtaining any such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are entitled to vote on the action.  The notice shall fairly summarize the material features of the authorized action.




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SECTION 7.  QUORUM AND SHAREHOLDER ACTION


A majority of the shares entitled to vote, represented in person or proxy, shall constitute a quorum at a meeting of shareholders.  Unless otherwise provided under law, the articles of incorporation or these bylaws, if a quorum is present, action on a matter, other than the election of directors, shall be approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote favoring the action exceed the votes cast opposing the action.  Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.


After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.


SECTION 8.  VOTING OF SHARES


Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be provided under law or the articles of incorporation.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or the shareholder's duly authorized attorney-in-fact.


At each election of directors, each shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder, for as many persons as there are directors to be elected at that time and for whose election the shareholder has a right to vote.


SECTION 9.  PROXIES


A shareholder, or the shareholder's attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder.  An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be a sufficient appointment form.


An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes.  An appointment is valid for up to 11 months unless a longer period is specified in the appointment form.


An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is revocable and the appointment is coupled with an interest as provided in Section 607.0722(5) of the Business Corporation Act.


SECTION 10.  RECORD DATE FOR DETERMINING SHAREHOLDERS





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The board of directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action.  In no event may a record date fixed by the board of directors be a date preceding the date upon which the resolution fixing the record date is adopted.  A record date may not be specified to be more than 70 days before the meeting or action.


Unless otherwise specified by resolution of the board of directors, the following record dates shall be operative:


1.

The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder delivers the shareholder's demand to the corporation.


2.

If no prior action is required by the board of directors pursuant to the Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent relating to the proposed action is delivered to the corporation.


3.

If prior action is required by the board of directors pursuant to the Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day on which the board of directors adopts the resolution taking such prior action.


4.

The record date for determining shareholders entitled to notice of and to vote at a meeting of shareholders is at the close of business on the day before the first notice is delivered to the shareholders.


SECTION 11.  SHAREHOLDERS' LIST


After a record date is fixed or determined in accordance with these bylaws, the secretary shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting.  The list shall show the addresses of, and the number and class and series, if any, of shares held by, each person.


The shareholder list shall be available for inspection by any shareholder for a period of 10 days prior to the meeting, or such shorter time as exists between the record date and the meeting, and continuing through the meeting, at the corporation's principal place of business.


ARTICLE III - DIRECTORS


SECTION 1.  POWERS

Except as may be otherwise provided by law or the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.


A director who is present at a meeting of the board of directors or a committee of the




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board of directors when corporate action is taken shall be deemed to have assented to the action taken unless:


1.

The director votes against or abstains from the action taken; or


2.

The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting specified business at the meeting.


3.

The board of directors shall have the authority to fix the compensation of directors.


SECTION 2.  QUALIFICATION AND NUMBER


Directors shall be individuals who are 18 years of age or older but need not be residents of Florida or shareholders of this corporation.


The authorized number of directors shall be 7 and the corporation shall have at least one director at all times.  This number may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.


SECTION 3.  ELECTION AND TENURE OF OFFICE


The directors shall be elected at each annual meeting of the shareholders and each director shall hold office until the next annual meeting of shareholders and until the director’s successor has been elected and qualified, or until the director's earlier resignation or removal from office.


SECTION 4.  VACANCIES


Unless otherwise provided in the articles of incorporation, any vacancy occurring in the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, or by the shareholders.


A director elected to fill a vacancy shall hold office only until the next shareholders’ meeting at which directors are elected.


SECTION 5.  REMOVAL


Unless the articles of incorporation provide that a director may only be removed for cause, at a meeting of shareholders called expressly for that purpose, one or more directors may be removed, with or without cause, if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.





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SECTION 6.  PLACE OF MEETINGS


Meetings of the board of directors shall be held at any place, within or without the State of Florida, which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal place of business of the corporation or as may be designated from time to time by resolution of the board of directors.


The board of directors may permit any or all directors to participate in meetings by, or conduct the meeting through the use of, any means of communication by which all directors participating can simultaneously hear each other during the meeting.


SECTION 7.  ANNUAL AND REGULAR MEETINGS


An annual meeting of the board of directors shall be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.


Other regular meetings of the board of directors shall be held at such times and places as may be fixed from time to time by the board of directors.  Call and notice of these regular meetings shall not be required.


SECTION 8.  SPECIAL MEETINGS AND NOTICE REQUIREMENTS


Special meetings of the board of directors may be called by the chairman of the board or by the president and shall be preceded by at least 2 days’ notice of the date, time and place of the meeting.  Unless otherwise required by law, the articles of incorporation or these bylaws, the notice need not specify the purpose of the special meeting.


Notice of directors’ meetings may be given orally or in writing, by or at the direction of the president, the secretary or be communicated in person; by telephone, telegraph, teletype, facsimile machine, or other form of electronic communication; or by mail.  If mailed, notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director at the director's current address on file with the corporation, with postage prepaid.


If any meeting of directors is adjourned to another time or place, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.


SECTION 9.  QUORUM


A majority of the authorized number of directors shall constitute a quorum for all meetings of the board of directors.


SECTION 10.  VOTING





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If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present at the meeting shall be the act of the board of directors.


A director of the corporation who is present at a meeting of the board of directors when corporate action is taken shall be deemed to have assented to the action taken unless:


1.  The director objects at the beginning of the meeting, or promptly upon arriving, to holding the meeting or transacting specified business at the meeting; or


2.  The director votes against or abstains from the action taken.


SECTION 11.  WAIVER OF NOTICE


Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.


SECTION 12.  ACTION WITHOUT A MEETING


Any action required or permitted to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board of directors or of the committee.  The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.


ARTICLE IV - OFFICERS


SECTION 1.  OFFICERS


The officers of the corporation shall consist of a president, a secretary, a treasurer, and such other officers as the board of directors may appoint.  A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors.


The same individual may simultaneously hold more than one office in the corporation.


Each officer shall have the authority and shall perform the duties set forth in these bylaws and, to the extent consistent with these bylaws, shall have such other duties and powers as may be determined by the board of directors or by direction of any officer authorized by the board of directors to prescribe the duties of other officers.

SECTION 2.  ELECTION


All officers of the corporation shall be elected or appointed by, and serve at the pleasure of, the board of directors.




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The election or appointment of an officer shall not itself create contract rights.


SECTION 3.  REMOVAL, RESIGNATION AND VACANCIES


An officer may resign at any time by delivering notice to the corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.


The board of directors may remove any officer at any time with or without cause.  Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.


An officer's removal shall not effect the officer’s contract rights, if any, with the corporation.  An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.


Any vacancy occurring in any office may be filled by the board of directors.


SECTION 4.  PRESIDENT


The president shall be the chief executive officer and general manager of the corporation and shall, subject to the direction and control of the board of directors, have general supervision, direction, and control of the business and affairs of the corporation.  He shall preside at all meetings of the shareholders if present thereat and be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation.


In the absence or disability of the president, the vice-president, if any, shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions imposed upon, the president.


SECTION 5.  SECRETARY


(a) The secretary shall be responsible for preparing, or causing to be prepared, minutes of all meetings of directors and shareholders and for authenticating records of the corporation.


(b) The secretary shall keep, or cause to be kept, at the principal place of business of the corporation, minutes of all meetings of the shareholders or the board of directors; a record of all actions taken by the shareholders or the board of directors without a meeting for the past three years; and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.





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(c) Minutes of meetings shall state the date, time and place of the meeting; whether regular or special; how called or authorized; the notice thereof given or the waivers of notice received; the names of those present at directors’ meetings; the number of shares present or represented at shareholders’ meetings; and an account of the proceedings thereof.


(d) The secretary shall maintain, at the principal place of business of the corporation, a record of its shareholders, showing the names of the shareholders and their addresses, the number, class, and series, if any, held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation.


(e) The secretary shall make sure that the following papers and reports are included in the secretary’s records kept at the principal place of business of the corporation:


1.

The articles or restated articles of incorporation and all amendments to them currently in effect;


2.

The bylaws or restated bylaws and all amendments to them currently in effect;


3.

Resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;


4.

Minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past 3 years;


5.

Written communications to all shareholders generally or all shareholders of a class or series within the past 3 years, including the financial statements furnished for the past 3 years under Article VI, Section 2 of these bylaws and any reports furnished during the last 3 years under Article VI, Section 3 of these bylaws;


6.

A list of the names and business street addresses of current directors and officers; and


7.

The corporation’s most recent annual report delivered to the Department of State under Article VI, Section 4 of these bylaws.


(f)  The secretary shall give, or cause to be given, notice of all meetings of shareholders and directors required to be given by law or by the provisions of these bylaws.


(g)  The secretary shall have charge of the seal of the corporation.


(h)  In the absence or disability of the secretary, the assistant secretary, or, if there is none or more than one, the assistant secretary designated by the board of directors, shall have all the powers of, and be subject to all the restrictions imposed upon, the secretary.




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SECTION 6.  TREASURER


The treasurer shall have custody of the funds and securities of the corporation and shall keep and maintain, or cause to be kept and maintained, at the principal business office of the corporation, adequate and correct books and records of accounts of the income, expenses, assets, liabilities, properties and business transactions of the corporation.


The treasurer shall prepare, or cause to be prepared, and shall furnish to shareholders, the annual financial statements and other reports required pursuant to Article VI, Sections 2 and 3 of these bylaws.


The treasurer shall deposit monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors.  The treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation as authorized by the board of directors and shall render to the president and directors, whenever requested, an account of all his or her transactions as treasurer and of the financial condition of the corporation.


In the absence or disability of the treasurer, the assistant treasurer, if any, shall perform all the duties of the treasurer and, when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the treasurer.


SECTION 7.  COMPENSATION


The officers of this corporation shall receive such compensation for their services as may be fixed by resolution of the board of directors.



ARTICLE V - EXECUTIVE AND OTHER COMMITTEES


SECTION 1.  EXECUTIVE AND OTHER COMMITTEES OF THE BOARD


The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate from its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, the articles of incorporation of these bylaws, shall have and may exercise the authority of the board of directors, except that no such committee shall have the authority to:


1.

Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.


2.

Fill vacancies on the board of directors or any committee thereof.


3.

Adopt, amend, or repeal the bylaws.




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4.

Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors.


5.

Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.


Each such committee shall have two or more members who serve at the pleasure of the board of directors.  The board, by resolution adopted by a majority of the authorized number of directors, may designate one or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.


The provision of law, the articles of incorporation and these bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors shall apply to such committees of the board and their members as well.


Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with the director’s responsibility to act in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in like position would use under similar circumstances.


ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS


SECTION 1. BOOKS, RECORDS AND REPORTS


The corporation shall keep correct and complete books and records of account; minutes of the proceedings of its shareholders, board of directors, and committees of directors; a record of its shareholders; and such other records and reports as are further described in Article IV, Sections 5 and 6 of these bylaws, at the principal place of business of the corporation.


Any books, records and minutes may be in written form or in another form capable of being converted into written form within a reasonable time.


SECTION 2.  ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS


Unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, the corporation shall furnish its shareholders annual financial statements which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flow for that year.  If financial statements are prepared on the




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basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.


If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them.  If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:


1.

Stating the person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation, and


2.

Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.


The corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements if, for reasons beyond the corporation’s control, it is unable to prepare its financial statements within the prescribed period.  Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail the shareholder the latest financial statements.


Copies of the annual financial statements shall be kept at the principal place of business of the corporation for at least 5 years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.


SECTION 3.  OTHER REPORTS TO SHAREHOLDERS


If the corporation indemnifies or advances expenses to any director, officer, employee, or agent, other than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting, or prior to such meeting if the indemnification or advance occurs after the giving of such notice but prior to the time that such meeting is held.  The report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.


If the corporation issues or authorizes the issuance of shares for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting.


SECTION 4.  ANNUAL REPORT TO DEPARTMENT OF STATE


The corporation shall prepare and deliver an annual report form to the Department of State each year within the time limits imposed, and containing the information required, by




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Section 607.1622 of the Business Corporation Act.


SECTION 5.  INSPECTION BY SHAREHOLDERS


(a)

A shareholder of the corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, the records of the corporation described in Article IV, Section 5(e) of these bylaws if the shareholder gives the secretary written notice of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.


(b)

A shareholder of this corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) below and gives the corporation written notice of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:


1.

Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) above;


2.

Accounting records of the corporation;


3.

The record of shareholders; and


4.

Any other books and records of the corporation.


(c)

A shareholder may inspect and copy the records described in subsection (b) above only if:


1.

The shareholder’s demand is made in good faith and for a purpose reasonably related to the shareholder’s interest as a shareholder;


2.

The demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and


3.

The records requested are directly connected with the shareholder’s purpose.


(d)

This section of the bylaws does not affect:


1.

The right of a shareholder to inspect and copy records under Article II, Section 11 of these bylaws;





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2.

The power of a court, independently of the Business Corporation Act, to compel the production of corporate records for examination.


SECTION 5.  INSPECTION BY DIRECTORS


Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind of the corporation and to inspect the physical properties of the corporation.  Such inspection by a director may be made in person or by agent or attorney.  The right of inspection includes the right to copy and make extracts.


ARTICLE VII - INDEMNIFICATION AND INSURANCE


SECTION 1.  INDEMNIFICATION UNDER BCA SECTION 607.0850


The corporation shall have the power to indemnify any director, officer, employee, or agent of the corporation as provided in Section 607.0850 of the Business Corporation Act.


SECTION 2.  ADDITIONAL INDEMNIFICATION


The corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office.  However, such further indemnification or advancement of expenses shall not be made in those instances specified in Section 607.0850(7)(a-d) of the Business Corporation Act.


SECTION 3.  COURT ORDERED INDEMNIFICATION


Unless otherwise provided by the articles of incorporation, notwithstanding the failure of the corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction in accordance with Section 607.0850(9) of the Business Corporation Act.


SECTION 4.  INSURANCE


The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any liability asserted against the person and incurred by the person in any such capacity or arising our of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under provisions of law.


ARTICLE VIII - SHARES




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SECTION 1.  ISSUANCE OF SHARES


The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.


Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate.  That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and non-assessable.


When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefore are fully paid and non-assessable.  Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.


The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received.  If the services are not performed, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.


SECTION 2.  CERTIFICATES


After shares in the corporation have been fully paid, the holder of the shares shall be given a certificate representing the shares.  At a minimum, each share certificate shall state on its face the following information:


1.

The name of the corporation and that the corporation is organized under the laws of Florida;


2.

The name of the person to whom issued;


3.

The number and class of shares and the designation of the series, if any, the certificate represents.


Each certificate shall be signed, either manually or in facsimile, by the president or a vice president and by the secretary or an assistant secretary of the corporation and may bear the seal of the corporation.


ARTICLE IX - DIVIDENDS




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SECTION 1.  PAYMENT OF DIVIDENDS


The board of directors may authorize, and the corporation may make, dividends on its shares in cash, property, or its own shares and other distributions to its shareholders, subject to any restrictions contained in the articles of incorporation, to the requirements of Sections 607.0623 and 607.06401 of the Business Corporation Act, and to all applicable provisions of law.


ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS


SECTION 1.  AMENDMENT OF ARTICLES OF INCORPORATION


The board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.  For the amendment to be effective:


1.

The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and


2.

The shareholders entitled to vote on the amendment must approve the amendment as provided below.


The board of directors may condition its submission of the proposed amendment to the shareholders on any basis.  The shareholders shall approve amendments to the articles of incorporation by  the vote of a majority of the votes entitled to be cast on the amendment, except as may otherwise be provided by the articles of incorporation, Sections 607.1003 and 607.1004 of the Business Corporation Act and other applicable provisions of law, and these bylaws.


The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting to amend the articles of incorporation in accordance with Article II, Section 4 of these bylaws.  The notice of meeting must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.


Notwithstanding the above provisions of this section and unless otherwise provided in the articles of incorporation, if this corporation has 35 or fewer shareholders then, pursuant to Section 607.1002(6) of the Business Corporation Act, the shareholders may amend the articles of incorporation without an act of the directors at a meeting of the shareholders for which the notice of the changes to be made is given.


SECTION 2.  AMENDMENT OF BYLAWS


The board of directors may amend or repeal these bylaws unless:




16




1.

The articles of incorporation or the Business Corporation Act reserves the power to amend the bylaws generally or a particular bylaw provision exclusively to the shareholders; or


2.

The shareholders, in amending or repealing the bylaws generally or a particular bylaw provision, provide expressly that the board of directors may not amend or repeal the bylaws or that bylaw provision.


The shareholders may amend or repeal these bylaws even though the bylaws may also be amended or repealed by the board of directors.



CERTIFICATE


This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the board of directors of the corporation on the date set forth below.


Dated: June 17, 2014

s/s Tania Martin-Mercado

              Tania Martin-Mercado

Chairman of the Board of Directors





17



EX-5 6 legal_opinion.htm HUNT LAW LEGAL OPINION Law Office of Clifford J

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida  33772

(727) 471-0444 Telephone

(727) 471-0447 Facsimile

www.huntlawgrp.com


Reply to:

cjh@huntlawgrp.com



November 10, 2014


Ms. Tania Martin-Mercado, President

Ygeia Consulting Group, Inc.

1278 Justin Road, Suite 109-B4

Lewisville, Texas 75077


Re:

Registration Statement on Form S-1 for Ygeia Consulting Group, Inc.


Dear Ms. Martin-Mercado:


You have requested our opinion, as counsel for Ygeia Consulting Group, Inc., a Florida corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, regarding the legality of the 1,332,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share, of the Company which are being registered in the Registration Statement.


We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:


1.

Articles of Incorporation and amendments thereto;

2.

Bylaws;

3.

Resolutions of the Board of Directors authorizing the issuance of the Shares; and

4.

Such other documents and records as we have deemed relevant in connection with this opinion.


In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and



Ms. Tania Martin-Mercado, President

Re: Ygeia Consulting Group, Inc.

November 10, 2014

Page 2 of 2


directors of the Company regarding factual representations as we have deemed necessary for purposes of expressing the opinions set forth herein.  We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents and have relied upon such information and representations as being accurate and complete in expressing our opinion.


We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law.  This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.


It is our opinion that each issued and outstanding share of Common Stock registered pursuant to the Registration Statement is legally issued, fully paid, and non-assessable under Florida law.  This opinion letter opines upon Florida law including the statutory provisions, all applicable provisions of the Florida Constitution and reported judicial decisions interpreting those laws.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.



Sincerely,


LAW OFFICE OF CLIFFORD J. HUNT, P.A.



/s/:  Clifford J. Hunt

Clifford J. Hunt, Esquire





EX-10 7 nobs_consultingagreement.htm CONSULTING AGREEMENT Converted by EDGARwiz

CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (the “Agreement”) is made June 19, 2014 (“hereinafter” referred to as the “Effective Date”) , by "Tania" Corp (herein referred to as the “Company”) and Brian Kistler, New Opportunity Business Solutions, Inc.  531 Airport North Office Park, Fort Wayne, IN 46825 (hereinafter referred to as “Consultant”) engaged in providing services related to ongoing corporate documentation preparation and filing.


WITNESSETH:


WHEREAS, the Company requires assistance in filing its documentation with the SEC and FINRA, the Consultant will oversee the company's filing of an S-1 Registration statement with the Securities Exchange Commission and those other services and filings necessary for the commencement of the common shares obtaining a quotation on the OTC Bulletin Board and trading thereupon, also to  include the timely preparation of financial statements, annual 10K and quarterly 10Q preparation for review by a PCAOB accountant and companies SEC counsel, assisting in timely EDGAR filing of 10K and 10Q's with the SEC, and other services that may, from time to time, be required. The company desires to engage with the Consultant to provide such services as an independent contractor consultant;


WHEREAS, the Consultant is desirous of providing such services to the Company as further delineated and on the terms and conditions set forth herein;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, agree as follows:


1. Appointment. The Company hereby appoints the Consultant as a corporate consultant, on an independent contractor and non-exclusive basis and hereby retains and engages the Consultant on the terms and conditions set forth in this Agreement. Consultant accepts such appointment and agrees to perform the services upon the terms and conditions of this Agreement.


2. Term. The term of this Agreement shall begin on the date of the Effective Date, to a 12 months period, consecutively, from the Effective Date of June 19, 2014.


3. Services. The Consultant shall serve generally, on a non-exclusive basis, as a corporate consultant. The Consultant will prepare and oversee the filing of an S-1 Registration statement with the Securities Exchange Commission and any required amendments thereafter, prepare and oversee the filing of a 15c211 with the Financial Investment Regulatory Authority (FINRA) and any required amendments thereafter, and those other filings that shall, from time to time, be required, to successfully obtain a quotation of the Company's common shares on the OTC Bulletin Board and obtain trading thereupon. The Consultant will also be responsible throughout the term for the timely preparation of financial statements, annual 10K and quarterly 10Q statements for review by a PCAOB accountant and the Company's SEC counsel, and assisting in timely EDGAR filing of 10K and 10Q's with the SEC.


4. Limitations on Services. The parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, in-house “due diligence” or “compliance” departments of stock brokerage firms, etc. Accordingly, the Consultant agrees that:


a.) the Consultant shall not release any financial or other information or data about the Company without the express prior consent and approval of the Company, which consent and approval shall be



1



evidenced by the signature of the Company’s President or Chief Executive Officer on such proposed release;


b.) the Consultant shall not conduct any meetings with any prospective financial investors without the express prior consent and approval of the Company of the proposed meeting and the format or agenda of such meeting, in which case, if approved, the Company may elect to have a representative attend such meeting;


c.) the Consultant shall not release any information or data about the Company to any selected or limited person(s), entity, or group if the Consultant is aware that such information or data has not been previously generally released or promulgated.


5. Duties of the Company. During the Term:


a) As the Company deems appropriate, the Company shall supply the Consultant, on a regular and timely basis with all Company approved data and information about the Company, its management, its products and/or services and its operations and the Company shall use reasonable efforts to advise the Consultant of any facts which would affect the accuracy of any prior data and information previously supplied to the Consultant so that the Consultant may take corrective action.


6. Representations and Indemnification.


a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts, material, information, and data which it supplies to the Consultant as of the date it supplies such information and data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such representation in disseminating such information and otherwise performing its financial public relations functions hereunder.


b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise make available any information pertaining to the Company in any manner or to any person for any purpose other than as expressly provided for herein and will comply in all respects with all applicable federal and state securities laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate public disclosures concerning its compensation hereunder and concerning its acquisition, if at all, of shares of the Company’s common stock in open market transactions, or otherwise.


c.) The Consultant represents and warrants to the Company (as to the acquisition the Company’s restricted stock that may be acquired by the Consultant hereafter) that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and/or other otherwise has such knowledge and experience in financial, business and investment matters that the Consultant considers itself a sophisticated investor capable of understanding the risks involved concerning the Company and the shares of the Company’s common stock it may acquire hereafter; (2) such shares are restricted securities within the meaning of the Securities Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the shares that may be acquired by the Consultant with investment intent and not with a view toward the distribution thereof.


d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents (collectively, the “Consultant Indemnitees”) from and against, and to hold each of the Consultant Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s fees and costs) relating to any materially inaccurate information it supplied to the Consultant if it was



2



materially inaccurate at the time it was supplied, provided such information was used by the Consultant in accordance with the express terms hereof.


e.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the “Company Indemnitees”) from and against, and hold each of the  company Indemnitees harmless from, any claims, demands, suits, loss, damages (including reasonable attorney’s fees and costs) arising out of or relating to any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company.


7. Compensation; Fees and Expenses. In consideration for the services to be provided by the Consultant pursuant to the terms and conditions hereof, the Consultant shall be paid by the Company, as follows:


USD$199,800 due and payable in advance, upon signing of this agreement.


8. Allowable Off-Sets. If the Lender fails to deliver any of the services outlined in Section 3, for which the Borrower is subsequently required to, at its own expense, obtain from another party, these expenses / costs shall be deducted from the fees payable to Consultant.   


9. Attorneys’ Fees and Costs. The prevailing party in any action and/or proceeding arising out of or relating to this Agreement shall be entitled to recover from the other party all reasonable attorneys’ fees and costs incurred.


10. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.


11. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by either party hereto without the prior express written consent of the other party hereto. Notwithstanding the foregoing, it is expressly understood and agreed that the Consultant may retain the services of third parties to research, conduct due diligence and write research and related reports about the Company which may be utilized by the Consultant in performing its obligations hereunder. The rights and obligations of the parties under this Agreement shall insure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.


12. Notices. Any notice required or permitted to be given under this Agreement or pursuant hereto shall be in writing and shall be deemed given and shall be effective upon receipt if delivered by hand, or sent by certified or registered USA mail, postage prepaid and return receipt requested, or by prepaid overnight express service or via telecopier (upon receipt by the sender of a printed confirmation of such transmission). Notices shall be sent to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that such notice shall be effective only upon receipt thereof):

If to Company:

Ygeia Consulting Group, Inc.

Attn: Tania Martin-Mercado

1278 Justin Road, Ste 109-B4

Lewisville, TX 75077


If to Consultant:

New Opportunity Business Solutions, Inc

Attn: Brian Kistler

531 Airport North Office Park

Fort Wayne, IN  46825



3



13. Entire Agreement: Titles and Headings; Execution in Counterparts. This Agreement contains the entire agreement of the parties hereto and may be modified or changed only by an agreement in writing, signed by the party against whom enforcement of any modification or change is sought. If any provision of this Agreement is declared void, such provision shall be deemed severed by this Agreement, which shall otherwise remain in full force and effect. Titles and headings to paragraphs are for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts and via facsimile.


14. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by and construed solely in accordance with the laws of the State of Florida without giving effect to conflict of law principles.


15. Interpretation; Rule of Construction That Ambiguities are to Construed Against the Drafter Not Applicable. The parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with their respective counsel, and therefore, agree that the rule of construction that ambiguities shall be construed against the drafter shall not be applicable.



IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the date first set forth above.

   



CONSULTANT:


New Opportunity Business Solutions, Inc.




/s/Brian Kistler

_______________________________

Brian Kistler, CEO

531 Airport North Office Park

Fort Wayne, Indiana 46825




COMPANY:


Ygeia Consulting Group, Inc.




/s/ Tania Martin-Mercado

_______________________________

Per:  Tania Martin-Mercado, CEO

Ygeia Consulting Group, Inc.




4



EX-10 8 promissory_note.htm PROMISSORY NOTE Promissory Note

PROMISSORY NOTE



1.

Names:


Borrower:

Ygeia Consulting Group, Inc.

C/O  Tania Martin-Mercado

1278  Justin Road, Ste 109-B4

Lewisville, TX 75077


Lender:

New Opportunity Business Solutions, Inc

531 Airport North Office Park

Fort Wayne, Indiana 46825

Brian Kistler, CEO


2.

Promise to Pay.  

For value received, Borrower promises to pay Lender USD$199,800.00 (One hundred and ninety-nine thousand eight hundred dollars)

3.

Principal Payment.  

In conjunction with the Consulting Agreement dated June 19, 2014 the principal amount plus 10%

APR is hereby declared due and payable upon request.

(i) Borrower can, at any point, pay the Lender the Principal and interest amount in cash.  

4.

Collection Costs.  

If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and lawyers'

fees in an amount the court finds to be reasonable.

5.

Notices.  

All notices must be in writing. A notice may be delivered to Borrower or Lender at the address

specified in section 1, above, or to a new address Borrower or Lender has designated in writing. A   notice may be delivered:

(1) in person

(2) by certified mail, or

(3) by overnight courier.

6.  Security.

Borrower agrees that until the principal and interest owed under this Promissory Note are paid in full,

or otherwise discharged by the Lender,  this note will be secured by a general security interest   over all of the assets of the Company.  



PROMISSORY NOTE




7.  Allowable Off-Sets

If the Lender fails to deliver any of the services outlined in Section 3 of the Consulting Agreement   dated June 19, 2014; for which the Borrower is subsequently required to, at its own expense,   obtain from another party, these expenses /costs shall be deducted from the balance due   under   this Promissory Note.   

8.  Governing Law.  

This promissory note will be governed by and construed in accordance with the laws of the State

of Florida.

9.  Severability.

If any court determines that any provision of this promissory note is invalid or unenforceable, any

invalidity or unenforceability will affect only that provision and will not make any other provision   of this agreement invalid or unenforceable and such provision shall be modified, amended, or   limited only to the extent necessary to render it valid and enforceable.


Dated at Toronto, Canada this 19th day of June, 2014


For Lender:

New Opportunity Business Solutions, Inc


/s/ Brian Kistler

______________________________

By: Brian Kistler, CEO




For Borrower:

Ygeia Consulting Group, Inc.


/s/ Tania Martin-Mercado

______________________________

Per: Tania Martin-Mercado



EX-14 9 code_ethics.htm CODE OF ETHICS RJS DEVELOPMENT, INC



Ygeia Consulting Group, Inc.

Code of Business Conduct and Ethics


(Adopted by the Board of Directors on June 17, 2014)


INTRODUCTION


This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of Ygeia Consulting Group, Inc. and its subsidiaries, if any (the “Company’). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company’s agents and representatives, including consultants.


If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.


Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.


1.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS


Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.


2.

CONFLICTS OF INTEREST


A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.


It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.


3.

INSIDER TRADING


Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only



unethical but also illegal.


4.

CORPORATE OPPORTUNITIES


Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.


5.

COMPETITION AND FAIR DEALING


We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.


The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.


6.

DISCRIMINATION AND HARASSMENT


The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.


7.

HEALTH AND SAFETY


The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.


Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.


8.

RECORD-KEEPING


The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.


Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.


All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” finds or assets should not be maintained unless permitted by applicable laws or regulations.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks,



2



guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.


9.

CONFIDENTIALITY


Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.


10.

PROTECTION AND PROPER USE OF COMPANY ASSETS


All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.


The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.


II.

PAYMENTS TO GOVERNMENT PERSONNEL


The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.


In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.


12.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS


Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.


13.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR


Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are



3



expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.


Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.


14.

COMPLIANCE PROCEDURES


We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:


Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.


Ask yourself, what specifically you are being asked to do - does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.


Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed?  It may help to get others involved and discuss the problem.


Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  Keep in mind that it is your supervisor’s responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable bringing the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.


You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.


Always ask first,- act later. If you are unsure of what to do in any situation, seek guidance before you act.



Ygeia Consulting Group, Inc.

Code of Ethics for the President

and Senior Financial Officers

(Adopted by the Board of Directors on June 17, 2014)



Ygeia Consulting Group, Inc. (the “Company”) has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Ygeia Consulting Group, Inc.. are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Ygeia Consulting Group, Inc.. are also subject to the following specific policies:


1.

The President, CEO and senior financial officers in the employ of   Ygeia Consulting Group, Inc.. are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the President, CEO and senior financial officers in the employ of Ygeia Consulting Group, Inc.. to promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the



4



Company to make full, fair, accurate, timely and understandable public disclosures.


2.

The President, CEO and senior financial officers in the employ of Ygeia Consulting Group, Inc. shall promptly bring to the attention of the Company’s Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.


3.

The President, CEO and senior financial officers in the employ of Ygeia Consulting Group, Inc. shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving management or other employees who have a significant rule in the Company’s financial reporting, disclosures or internal controls.


4.

The President, CEO and senior financial officers in the employ of Ygeia Consulting Group, Inc. shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.


5.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.


ADOPTED AND APPROVED this 17th day of June 2014.



YGEIA CONSULTING GROUP, INC.



/s/: Tania Martin-Mercado

Tania Martin-Mercado

Chairman of the Board of Directors





5



EX-23 10 auditor_consent.htm PETER MESSINEO CPA AUDITOR CONSENT Peter Messineo




Messineo & Co., CPAs LLC

2471 N McMullen Booth Road, Suite 302

Clearwater, FL 33759-1362

T: (518) 530-1122

F: (727) 674-0511

[auditor_consent002.gif]



Consent of Independent Registered Public Accounting Firm


I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated November 3, 2014 relative to the financial statements of Ygeia Consulting Group, Inc. as of August 31, 2014 and for the period June 15, 2014 (date of inception) through August 31, 2014.   


I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.




[auditor_consent004.gif]

Messineo & Co., CPAs, LLC

Clearwater, Florida

November 10, 2014







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