Registration a Offering Under the Securities Act of 1933 (1-a)
February 21 2018 - 8:34AM
Edgar (US Regulatory)
Form 1-A Issuer Information
FORM 1-A
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB Number: ####-####
Estimated average burden hours per response: ##.#
1-A: Filer Information
Is this a LIVE or TEST Filing?
x
LIVE
o
TEST
Would you like a Return Copy?
o
Notify via Filing Website only?
o
Submission Contact Information
1-A: Item 1. Issuer Information
Issuer Infomation
Exact name of issuer as specified in the issuer's
charter
Jurisdiction of Incorporation / Organization
Primary Standard Industrial Classification Code
WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES
I.R.S. Employer Identification Number
Total number of full-time employees
Total number of part-time employees
Contact Infomation
Address of Principal Executive Offices
Provide the following information for the person the
Securities
and Exchange Commission's staff should call in
connection with any
pre-qualification review of the offering
statement.
Provide up to two e-mail addresses to which
the
Securities and
Exchange Commission's staff may send any comment
letters relating to
the offering statement. After qualification of
the offering
statement, such e-mail addresses are not required to
remain active.
Financial Statements
Industry Group (select one)
o
Banking
o
Insurance
x
Other
Use the financial statements for the most recent period
contained in
this offering statement to provide the following
information about
the issuer. The following table does not include
all of the line
items from the financial statements. Long Term Debt
would include
notes payable, bonds, mortgages, and similar
obligations. To
determine "Total Revenues" for all companies
selecting "Other" for
their industry group, refer to Article
5-03(b)(1) of Regulation
S-X. For companies selecting "Insurance",
refer to Article 7-04 of
Regulation S-X for calculation of "Total
Revenues" and paragraphs 5
and 7 of Article 7-04 for "Costs and
Expenses Applicable to
Revenues".
Balance Sheet Information
Cash and Cash Equivalents
Accounts and Notes Receivable
Property, Plant and Equipment (PP&E):
Accounts Payable and Accrued Liabilities
Policy Liabilities and Accruals
Total Stockholders' Equity
Total Liabilities and Equity
Income Statement Information
Costs and Expenses Applicable to Revenues
Depreciation and Amortization
Earnings Per Share - Basic
Earnings Per Share - Diluted
Outstanding Securities
Common Equity
Name of Class (if any) Common Equity
Common Equity Units Outstanding
Common Equity CUSIP (if any):
Common Equity Units Name of Trading Center or Quotation Medium (if any)
Preferred Equity
Preferred Equity Name of Class (if any)
Preferred Equity Units Outstanding
Preferred Equity CUSIP (if any)
Preferred Equity Name of Trading Center or Quotation Medium (if any)
Debt Securities
Debt Securities Name of Class (if any)
Debt Securities Units Outstanding
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)
1-A: Item 2. Issuer Eligibility
Issuer Eligibility
Check this box to certify that all of the following statements
are true for the issuer(s)
x
-
Organized under the laws of the United States or Canada, or any
State, Province, Territory or possession thereof, or the District
of Columbia.
-
Principal place of business is in the United States or Canada.
-
Not subject to section 13 or 15(d) of the Securities Exchange
Act of 1934.
-
Not a development stage company that either (a) has no specific
business plan or purpose, or (b) has indicated that its business
plan is to merge with an unidentified company or companies.
-
Not an investment company registered or required to be
registered under the Investment Company Act of 1940.
-
Not issuing fractional undivided interests in oil or gas rights,
or a similar interest in other mineral rights.
-
Not issuing asset-backed securities as defined in Item 1101 (c)
of Regulation AB.
-
Not, and has not been, subject to any order of the Commission
entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.
78l(j)) within five years before the filing of this offering
statement.
-
Has filed with the Commission all the reports it was required to
file, if any, pursuant to Rule 257 during the two years immediately
before the filing of the offering statement (or for such shorter
period that the issuer was required to file such reports).
1-A: Item 3. Application of Rule 262
Application Rule 262
Check this box to certify that, as of the time of this filing,
each person described in Rule 262 of Regulation A is either not
disqualified under that rule or is disqualified but has received a
waiver of such disqualification.
x
Check this box if "bad actor" disclosure under Rule 262(d) is
provided in Part II of the offering statement.
o
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
Summary Infomation
Check the appropriate box to indicate whether you are
conducting
a Tier 1 or Tier 2 offering
x
Tier1
o
Tier2
Check the appropriate box to indicate whether the
financial statements
have been audited
x
Unaudited
o
Audited
Types of Securities Offered in this Offering Statement
(select
all that apply)
x
Equity (common or preferred stock)
Does the issuer intend to offer the securities on a
delayed or continuous basis pursuant to Rule 251(d)(3)?
x
Yes
o
No
Does the issuer intend this offering to last more than
one year?
o
Yes
x
No
Does the issuer intend to price this offering after
qualification
pursuant to Rule 253(b)?
x
Yes
o
No
Will the issuer be conducting a best efforts offering?
x
Yes
o
No
Has the issuer used solicitation of interest
communications in
connection with the proposed offering?
o
Yes
x
No
Does the proposed offering involve the resale of
securities by
affiliates of the issuer?
o
Yes
x
No
Number of securities offered
Number of securities of that class outstanding
The information called for by this item below may be omitted if
undetermined at the time of filing or submission, except that if a
price range has been included in the offering statement, the midpoint
of that range must be used to respond. Please refer to Rule 251(a)
for the definition of "aggregate offering price" or "aggregate sales"
as used in this item. Please leave the field blank if undetermined at
this time and include a zero if a particular item is not applicable
to the offering.
The portion of the aggregate offering price
attributable to securities being offered on behalf of the issuer
The portion of the aggregate offering price
attributable to securities being offered on behalf of selling
securityholders
The portion of the aggregate offering price
attributable to all the securities of the issuer sold pursuant to a
qualified offering statement within the 12 months before the
qualification of this offering statement
The estimated portion of aggregate sales attributable
to securities that may be sold pursuant to any other qualified
offering statement concurrently with securities being sold under
this offering statement
Total (the sum of the aggregate offering price and
aggregate sales in the four preceding paragraphs)
Anticipated fees in connection with this offering and names of
service providers
Underwriters - Name of Service Provider
Underwriters - Fees
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
Audit - Name of Service Provider
Audit - Fees
Legal - Name of Service Provider
Legal - Fees
Promoters - Name of Service Provider
Promoters - Fees
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer
Clarification of responses (if necessary)
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
Jurisdictions in Which Securities are to be Offered
Using the list below, select the jurisdictions in which
the
issuer intends to offer the securities
Selected States and Jurisdictions
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Using the list below, select the jurisdictions in which the
securities are to be offered by underwriters, dealers or sales
persons or check the appropriate box
Same as the jurisdictions in which the issuer intends
to offer the securities
o
Selected States and Jurisdictions
1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One Year
None
o
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
(b)(1) Title of securities issued
Common Stock: $ .0001 per share; Convertible Preferred Stock: $.001 per share
(2) Total Amount of such securities issued
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer.
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof.
30,000,000 shares of Preferred Stock to an Officer for 3 years services with fair value of $630,000; 4,500,000 shares of Common Stock issued to a consultant for marketing services with fair value of $119,250; 168,267,118 shares of Common Stock issued for convertible debt conversion with varying conversion prices.
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
44,000,000 shares of Common Stock assigned as part of Plan of Exchange.
Unregistered Securities Act
(e) Indicate the section of the Securities Act or
Commission rule or regulation relied upon for exemption from the
registration requirements of such Act and state briefly the facts
relied upon for such exemption
Section 4(a)(2) of the Securities Act.
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