FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VB TRADE INC.
(Exact name of registrant as specified in its charter)
Nevada 7373 72-1619357
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
inception or organization) Classification Code Number) Identification No.)
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#2 Egoz Street, P.O. Box 106, Moshav Beni Zion, Israel, 60910
Telephone: +972 (54) 234-6492
(Address and telephone number of registrant's principal executive offices)
Clark Wilson LLP
Bernard Pinsky, Esq.
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada,V6C 3H1
Telephone: (604) 687-5700
Facsimile: (604) 687-6314
(Name, address and telephone number of agent for service)
Copy of communications to:
Clark Wilson LLP
Bernard Pinsky, Esq.
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700
Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If any 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. [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. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price aggregate offering registration
registered registered per share price (US$) fee(2)
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Common Stock to be
offered for resale by
selling shareholders 789,920(1) $0.10(2) $78,992(2) $8.50
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Total $8.50
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(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act.
(2) Estimated in accordance with Rule 457(g) solely for the purpose of
computing the amount of the registration fee based on a bona fide estimate
of the maximum offering price.
PROSPECTUS SUBJECT TO COMPLETION_____, 2007
[VB TRADE INC. LOGO]
VB TRADE INC.
A NEVADA CORPORATION
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789,920 SHARES OF COMMON STOCK OF VB TRADE INC.
The prospectus relates to the resale to the public by certain selling shareholders of VB Trade Inc. of up to 789,920 shares of our common stock. The selling security holders will sell at a price of $0.10 per share until a market develops and thereafter at the prevailing market prices or privately negotiated prices. There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or in the over-the-counter market. After the effective date of the registration statement, we intend to have a market maker file an application with the National Association of Securities Dealers, Inc. to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock.
The purchaser in this offering may be receiving an illiquid security.
We will not receive any proceeds from the resale of shares of our common stock by the selling shareholders. We will incur all costs associated with this registration statement and prospectus.
The selling shareholders may be deemed to be "underwriters," as such term is defined in the Securities Act.
OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE VARIOUS RISK FACTORS DESCRIBED BEGINNING ON PAGE 2 BEFORE INVESTING IN OUR COMMON STOCK.
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 OFFENCE.
The information in this prospectus is not complete and may be changed. The selling shareholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is _____, 2007.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
TABLE OF CONTENTS
PAGE
NUMBER
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PROSPECTUS SUMMARY 1
RISK FACTORS 2
FORWARD-LOOKING STATEMENTS 8
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE 8
THE OFFERING 8
DETERMINATION OF OFFERING PRICE 8
USE OF PROCEEDS 8
DIVIDEND POLICY 9
SELLING SHAREHOLDERS 9
PLAN OF DISTRIBUTION 11
TRANSFER AGENT AND REGISTRAR 13
LEGAL PROCEEDINGS 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15
DESCRIPTION OF SECURITIES 16
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 16
INTEREST OF NAMED EXPERTS AND COUNSEL 16
EXPERTS 16
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 17
DESCRIPTION OF PROPERTY 17
DESCRIPTION OF BUSINESS 17
PLAN OF OPERATION 21
APPLICATION OF CRITICAL ACCOUNTING POLICIES 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS 24
EXECUTIVE COMPENSATION 25
REPORTS TO SHAREHOLDERS 26
WHERE YOU CAN FIND MORE INFORMATION 27
FINANCIAL STATEMENTS 28
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As used in this prospectus, the terms "we", "us", "our", "VB" and "VB Trade" mean VB Trade Inc., unless otherwise indicated. |
All dollar amounts refer to U.S. dollars unless otherwise indicated.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that you should consider before receiving a distribution of our common stock. You should read this entire prospectus carefully. We are a development stage company that has only recently begun operations. We have not generated any revenues from our intended business activities, and we do not expect to generate revenues in the near future. We may never generate revenues. We have minimal assets and have incurred losses since inception.
CORPORATE BACKGROUND
VB Trade, Inc. (formerly known as VB Biotech Laboratories, Inc.) was incorporated under the laws of the State of Nevada on July 6, 2005. We have not generated any revenue to date and are a development stage company. We currently have no employees other than our President and Secretary who are also our only board members. We plan on developing a website that will allow freelance web designers to sell their website designs on our website. We intend to generate revenues by charging a commission of 30% on all products sold on our website. Our goal is to become a "one-stop shopping" venue through which customers and freelance web designers can meet in a mutually beneficial fashion.
Our principal executive office is located at #2 Egoz Street, P.O. Box 106, Moshav Beni Zion, Israel, 60910. Our telephone number is +972 (54) 234-6492. We have secured a domain name - www.vbtrade.com but do not yet have an operating website. We do not have any subsidiaries. The address of our resident agent is Nevada is United Corporate Services, 202, South Minnesota Street, Carson City, Nevada, U.S.A., 89703.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the period ended December 31, 2006 our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
NUMBER OF SHARES BEING OFFERED
The selling shareholders named in this prospectus are offering for resale up to 789,920 shares of our common stock to the public by means of this prospectus. The 789,920 shares of common stock were issued to the selling shareholders in private placement transactions pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S. The number of shares being offered represents approximately 13.6% of our issued and outstanding shares as of February 26, 2007. All of the stock owned by the selling shareholders will be registered by the registration statement of which this prospectus forms a part. The selling shareholders may sell some or all of their shares immediately after they are registered. However, the selling shareholders do not intend to sell their shares before the shares of our common stock are quoted on the Over-the-Counter Bulletin Board. Until our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may from time to time sell their shares, at the registered price of $0.10, by themselves or through pledgees, donees, transferees, successors in interest, brokers, dealers or underwriters. Brokers, dealers or underwriters may act solely as agents or may acquire shares as principals.
We intend to qualify our shares for quotation on the National Association of Securities Dealers Inc.'s Over-the-Counter Bulletin Board following the declaration of effectiveness of this registration statement. In order to do this, we must find a market maker who will file a Form 15c-211 that will allow him to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our
investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or, if traded, that a public market will materialize.
NUMBER OF SHARES ISSUED AND OUTSTANDING
There were 5,789,921 shares of our common stock issued and outstanding as at February 26, 2007.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling shareholders.
SUMMARY OF FINANCIAL DATA
The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements from July 6th 2005 (date of inception) to December 31, 2006, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Plan of Operation" beginning on page 23 of this prospectus.
From July 6th 2005
(date of inception) to
December 31, 2006
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Revenue $ 0
Net Loss for the Period $ 25,478
As at
December 31, 2006
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Working Capital $ 66,194
Total Assets $ 66,194
Total Number of Issued Shares of Common Stock 5,789,921
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RISK FACTORS
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.
RISKS RELATED TO OUR BUSINESS
1. WE ARE A DEVELOPMENT STAGE COMPANY AND MAY NEVER BE ABLE TO EXECUTE OUR BUSINESS PLAN.
We were incorporated on July 6th 2005. We have never had any products, customers or revenues. Although we have begun initial planning for the development of our web designer's platform, we may not be able to execute our business plan unless and until we are successful in raising funds in this offering.
In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. As a result, we may not be able to obtain additional necessary funding. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business.
2. WE EXPECT OUR LOSSES TO CONTINUE IN THE FUTURE AND AS A RESULT, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS. UNLESS WE ARE ABLE TO GENERATE REVENUE AND MAKE A PROFIT, OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.
As we have never had any revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses associated with the development and the marketing of our services. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations and as a result our stockholders may lose their entire investment in us.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
3. IF OUR BUSINESS PLANS ARE NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this registration statement, at December 31st 2006 we had working capital of approximately $66,194 and a stockholder's equity of approximately $58,515. In addition, we had a net loss of approximately $25,478 for the period July 6th 2005 (inception) to December 31st 2006. On June 30th, 2006, we entered into loan arrangements with Mr. Ray Primack, a Director, who loaned the Company $7,680. The loan bears no interest and is payable on demand, not earlier than 24 months as witnessed by the promissory note dated August 15th 2006. Notwithstanding the above, our financial condition raises substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period July 6th, 2005 (inception) to December 31, 2006. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reduce operating expenses. Our business plans may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in our company.
4. WE HAVE NEVER GENERATED ANY REVENUE FROM OUR BUSINESS AND WE WILL NEED TO RAISE FUNDS IN THE NEAR FUTURE. IF WE ARE NOT ABLE TO OBTAIN FUTURE FINANCING WHEN REQUIRED, WE MIGHT BE FORCED TO DISCONTINUE OUR BUSINESS.
Because we have not generated any revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the future development of our business and to respond to unanticipated requirements or expenses.
In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern, a fact that may discourage potential investors.
As a result, we may not be able to obtain additional necessary funding. Although we currently have approximately $66,000 in working capital, we anticipate incurring costs of approximately $74,609 within the next 12 months. We will need
to raise additional funds if we do not generate any revenues within the next 12 months. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing if required. The most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock. There can be no assurance that additional financing will be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this prospectus. Without additional funding, we may not commence our planned business operations.
5. WE HAVE A GOING CONCERN OPINION FROM OUR AUDITORS, INDICATING THE POSSIBILITY THAT WE MAY NOT BE ABLE TO CONTINUE TO OPERATE.
The Company has incurred net losses of $25,478 for the period from July 6th 2005 (inception) to December 31, 2006. We anticipate generating losses for the next 12 months. Therefore, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in the Company.
6. WE WILL BE HEAVILY DEPENDENT ON CONTRACTING WITH THIRD PARTIES FIRM(S) TO DEVELOP AND MAINTAIN OUR WEBSITE FOR US. IF WE ARE UNABLE TO LOCATE, HIRE AND RETAIN THESE FIRM(S), OUR BUSINESS WILL FAIL.
We intend to hire a website development firm(s) to develop and maintain our website. We budgeted $10,000 for this purpose. Should we be unable to contract qualified third parties firm(s) to develop and maintain our website because we can't find them, can't attract them to our company or can't afford them, we will never become profitable and our business will fail.
7. WE WILL BE HEAVILY DEPENDANT ON ATTRACTING FREELANCE WEB DESIGNERS. FAILURE TO ATTRACT AND RETAIN FREELANCE WEB DESIGNERS COULD ADVERSELY AFFECT OUR BUSINESS AND MAY CAUSE US TO SUSPEND OR CEASE OPERATIONS, WHICH COULD CAUSE INVESTORS TO LOSE THEIR ENTIRE INVESTMENT.
While we do not yet have any freelance web designers, our success will depend on our ability to attract and retain experienced web designers. We have established a marketing budget of $5,000 to be used for focused advertising on websites that target freelance web designers such as www.ifreelance.com and www.GetaFreelancer.com. In addition, we will have a permanent display advertisement on our website in order to recruit potential web designers. If we are not successful in attracting freelance web designers to our website, our business will fail and cause our investors to lose their entire investment.
8. WE MAY NOT BE ABLE TO COMPETE WITH CURRENT AND POTENTIAL WEB DESIGN COMPANIES, SOME OF WHOM HAVE GREATER RESOURCES AND MORE EXPERIENCE THAN WE DO. IF WE CANNOT COMPETE, WE WILL FAIL TO MAINTAIN OR EXPAND OUR BUSINESS AND WE MAY NEVER BE ABLE TO DEVELOP CLIENTS FOR OUR PRODUCTS AND SERVICES. THIS WILL LIKELY RESULT IN OUR GOING OUT OF BUSINESS AND INVESTORS LOSING THEIR ENTIRE INVESTMENT IN OUR COMPANY.
The web design industry is extremely competitive. We do not currently have the resources to compete with our existing competitors. We will compete with many website design companies, which have significantly greater personnel, financial, managerial, and technical resources than we do. Competition from other companies with greater resources and reputations such as Template Monster (www.templatemonster.com) and Templates Box (www.templatesbox.com) may result in our failure to maintain or expand our business as we may never be able to develop clients for our products and services, which may result in investors losing their entire investment.
9. OUR EXECUTIVE OFFICERS HAVE NO EXPERIENCE OR TECHNICAL TRAINING IN THE DEVELOPMENT, MAINTENANCE AND MARKETING OF INTERNET WEBSITES OR IN OPERATING BUSINESSES THAT SELL PRODUCTS OR SERVICES OVER THE INTERNET. THIS COULD CAUSE THEM TO MAKE INEXPERIENCED OR UNINFORMED DECISIONS THAT HAVE BAD RESULTS FOR OUR COMPANY. AS A RESULT, OUR OPERATIONS COULD SUFFER IRREPARABLE HARM AND MAY CAUSE US TO SUSPEND OR CEASE OPERATIONS, WHICH COULD CAUSE INVESTORS TO LOSE THEIR ENTIRE INVESTMENT.
Avi Friedman, our President and director and Ray Primack, our Secretary and director, have no experience or technical training in the development, maintenance and marketing of internet websites or in operating businesses that sell products or services over the internet. Due to their lack of experience and knowledge in these areas, our executive officers could make the wrong decisions regarding the development, operation and marketing of our website and the operation of our business, which could lead to irreparable damage to our business. Consequently, our operations could suffer irreparable harm from mistakes made by our executive officers and we may have to suspend or cease operations, which could cause investors to lose their entire investment.
10. FUTURE LEGISLATION OR REGULATION OF THE INTERNET AND / OR INTERNET COMMERCE SERVICES COULD RESTRICT OUR BUSINESS, PREVENT US FROM OFFERING SERVICE OR INCREASE OUR COST OF DOING BUSINESS, WHICH COULD RESULT IN A LOSS OF REVENUE.
At present there are few laws, regulations or rulings that specifically address access to or commerce on the internet. We are unable to predict the impact, if any, that future legislation, legal decisions or regulations concerning the internet may have on our business, financial condition, and results of operations. Regulation may be targeted towards, among other things, assessing access or settlement charges, imposing taxes related to internet commerce, imposing tariffs or regulations based on encryption concerns or the characteristics and quality of products and services. Any such regulation could restrict our business or increase our cost of doing business and consequently a loss of future revenue.
RISKS RELATED TO OUR COMPANY
11. WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. THESE FACTORS RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. IF WE CANNOT GENERATE SUFFICIENT REVENUE TO OPERATE PROFITABLY, WE WILL LIKELY SUSPEND OR CEASE OPERATIONS AND INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT IN OUR COMPANY.
We have not yet commenced our operations in our current business plan and also have no history of operations from any previous business plan. We have no performance or results that investors can use to evaluate our company. We have not generated any revenues since our incorporation and we will continue to incur operating expenses without revenues until our website is fully operational and we have gained a substantial number of customers;. Our net loss from July 6, 2005 (date of inception) to December 31, 2006 was $25,478. We had cash in the amount of $67,093 as of December 31, 2006. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $6,000 each month. We cannot provide assurances that we will be able to successfully carry out our business plan. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on our audited financial statements, dated January 12, 2007. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.
12. WE DEPEND HEAVILY ON MR. AVI FRIEDMAN AND MR. RAY PRIMACK. THE LOSS OF EITHER PERSON WILL HAVE A SUBSTANTIAL NEGATIVE EFFECT ON OUR BUSINESS AND MAY CAUSE OUR BUSINESS TO FAIL.
We depend entirely on Mr. Friedman and Mr Primack for all of our operations. The loss of either person will have a substantial negative effect on the company and may cause our business to fail. Our officers did not receive any compensation for their services and it is highly unlikely that they will receive any compensation unless and until we generate substantial revenues.
We do not have any employment agreements or maintain key person life insurance policies on our officers. If our officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan.
13. OUR FUTURE IS DEPENDENT UPON OUR ABILITY TO OBTAIN FINANCING. IF WE DO NOT OBTAIN SUCH FINANCING, WE MAY HAVE TO CEASE OUR BUSINESS OPERATIONS.
There are no assurances that we will operate profitably or will generate positive cash flow in the future. We will require additional financing in order to proceed with our business plan. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. If we cannot obtain further financing, we will be forced to go out of business.
14. BECAUSE OUR EXECUTIVE OFFICERS CONTROL A LARGE PERCENTAGE OF OUR COMMON STOCK, THEY HAVE THE ABILITY TO INFLUENCE MATTERS AFFECTING OUR SHAREHOLDERS. INVESTORS WILL HAVE NO SAY.
Our executive officers, in the aggregate, beneficially own approximately 86.3% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our executive officers control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Investors will have no say.
15. BECAUSE OUR EXECUTIVE OFFICERS AND DIRECTORS LIVE OUTSIDE OF THE UNITED STATES, YOU MAY HAVE NO EFFECTIVE RECOURSE AGAINST THEM FOR MISCONDUCT AND MAY NOT BE ABLE TO ENFORCE JUDGMENT AND CIVIL LIABILITIES AGAINST THEM. INVESTORS MAY NOT BE ABLE TO RECEIVE COMPENSATION FOR DAMAGES TO THE VALUE OF THEIR INVESTMENT CAUSED BY WRONGFUL ACTIONS BY OUR DIRECTORS AND OFFICERS.
Both of our directors and officers live outside of the United States. Avi Friedman, our President and a director is a national and a resident of Israel, and all or a substantial portion of his assets are located outside of the United States. Ray Primack, our Secretary and director is a national and a resident of Canada, and all or a substantial portion of his assets are located outside of the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our directors or officers, or obtain judgments against them outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.
16. BECAUSE WE HAVE TWO DIRECTORS, DEADLOCKS MAY OCCUR IN OUR BOARD'S DECISION-MAKING PROCESS, WHICH MAY DELAY OR PREVENT CRITICAL DECISIONS FROM BEING MADE.
Since we currently only have an even number of directors, deadlocks may occur when such directors disagree on a particular decision or course of action. Our Articles and By-Laws do not contain any mechanisms for resolving potential deadlocks. While our directors are under a duty to act in the best interest of our company, any deadlocks may impede the further development of our business in that such deadlocks may delay or prevent critical decisions regarding our development.
17. BECAUSE OUR EXECUTIVE OFFICERS ARE EMPLOYED ELSEWHERE OR ARE SEMI-RETIRED, THEY WILL BE UNABLE TO DEVOTE THEIR SERVICES TO OUR COMPANY ON A FULL TIME BASIS AND THE PERFORMANCE OF OUR BUSINESS MAY SUFFER, OUR BUSINESS COULD FAIL AND INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT. .
Avi Friedman, our President and director is employed elsewhere and he will be unable to devote his services to our company on a full time basis. Avi Friedman currently devotes approximately 10 to 20 hours a week to our company. Ray Primack, our Secretary and a director, is semi-retired and currently devotes 10 to 20 hours a week to our company. As a result, the management of our company could under-perform, our business could fail and investors could lose their entire investment.
RISKS ASSOCIATED WITH OUR COMMON STOCK
18. BECAUSE WE CAN ISSUE ADDITIONAL COMMON SHARES, PURCHASERS OF OUR COMMON STOCK MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.
We are authorized to issue up to 100,000,000 common shares, of which 5,789,921 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience dilution in their ownership of our company in the future.
19. THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK AND IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR INVESTORS WILL BE UNABLE TO SELL THEIR SHARES AND MAY LOSE THEIR ENTIRE INVESTMENT.
There is not currently, and there has never been, a public trading market for our common stock and such a market may never be developed or be sustained. Therefore, there is no central place, such as stock exchange or electronic
trading system, for our investors to resell their shares. If our investors do want to resell their shares, they will have to locate buyers and negotiate their own sales. We intend to apply to have our common stock quoted on the National Association of Securities Dealers Inc.'s Over-the-Counter Bulletin Board following the effectiveness of this registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in the shares of our common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will ever be quoted on the Over-the-Counter Bulletin Board or that, if it does become quoted, a public market will materialize. If our common stock does not become quoted on the Over-the-Counter Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and they may lose all of their investment. If our common stock does become quoted on the Over-the-Counter Bulletin Board, the trading of our common stock may be sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. Accordingly, investors may have difficulty reselling any shares they purchase from the selling shareholders.
20. WE DO NOT INTEND TO PAY DIVIDENDS ON ANY INVESTMENT IN THE SHARES OF STOCK OF OUR COMPANY AND THERE WILL BE FEWER WAYS FOR INVESTORS TO MAKE A GAIN ON ANY INVESTMENT IN OUR COMPANY.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company.
21. OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
22. NASD SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
In addition to the "penny stock" rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker or dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, brokers or dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for brokers or dealers to recommend that their customers buy our common stock, which may prevent you from reselling your shares and may cause the price of the shares to decline.
PLEASE READ THIS PROSPECTUS CAREFULLY. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will" ,"intend" "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" beginning on page 3, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbour for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE
Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E. Washington D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
THE OFFERING
The prospectus relates to the resale by certain selling shareholders of VB Trade Inc. in connection with the resale of up to 789,920 shares of our common stock that were acquired by the selling stockholders in a private placement transaction on October 30, 2006. The number of shares being offered represents approximately 13.6% of our issued and outstanding shares as of February 26, 2007.
We will not receive any proceeds from the resale of shares of our common stock by the selling shareholder.
DETERMINATION OF OFFERING PRICE
The selling shareholders may sell their shares of our common stock at a price of $0.10 per share until shares of our common stock are quoted on the Over-the-Counter Bulletin Board, or listed for trading or quoted on any public market and thereafter at prevailing market prices or privately negotiated prices. Our common stock is not now, nor has ever been, traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. The offering price of $0.10 per share has been set arbitrarily by our directors and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, because we have no significant operating history and have not generated any revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is not now, nor has ever been, traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
USE OF PROCEEDS
The shares of common stock offered by this prospectus are being registered for the account of the selling shareholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling shareholders and we will not receive any proceeds from the resale of the common stock by the selling shareholders. We will incur all costs associated with this registration statement and prospectus.
DIVIDEND POLICY
We have not declared or paid any cash dividends since inception. We do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business. Our future dividend policy will be determined from time to time by our Board of Directors.
To the extent that we require additional funding our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price, which may never happen.
SELLING SHAREHOLDERS
The selling shareholders may offer and sell, from time to time, any or all of our common stock issued to them. Because the selling shareholders may offer all or only some portion of the 789,920 shares of common stock to be registered, no exact number can be given as to the amount or percentage of the shares of common stock that will be held by the selling shareholders upon termination of the offering. We can only make estimates and assumptions. The table found below sets forth certain information regarding the beneficial ownership of shares of common stock by the selling shareholders as of February 26, 2007 and the number of shares of common stock covered by this prospectus. The number of shares listed in the category entitled "Number of Shares Owned by Selling Shareholder After Offering and Percent of Total Issued and Outstanding" represent an estimate of the number of shares of common stock that will be held by the selling shareholders after the offering. To arrive at this estimate, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering.
Other than the relationships described in the table and footnotes, none of the selling shareholders had or have any material relationship with our company or any of its affiliates within the past three years. None of the selling shareholders is a broker-dealer or an affiliate of a broker-dealer. Each shareholder is an adult.
We may require the selling shareholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.
Number of Shares Owned
Total Shares by Selling Shareholder After
Name of Selling Common to be Offering and Percent of Total
Shareholder and Position, Shares owned by Registered Issued and Outstanding(2)
Office or Material the Selling Pursuant to # of % of
Relationship with VB Trade Inc. Shareholder(1) this Offering Shares(3) Class(3)
------------------------------- -------------- ------------- --------- --------
Vimal Bhatia 10,000 10,000 0 0
Jilla Geranpay 10,000 10,000 0 0
Shelina Harji 10,000 10,000 0 0
Mohamed Hasham 10,000 10,000 0 0
Peyman Hemati 10,000 10,000 0 0
Adil Hussein 10,000 10,000 0 0
Mohamad Jamal(4)(6) 10,000 10,000 0 0
Rubina Jamal(4) 10,000 10,000 0 0
Sikander Jamal(5)(6) 10,000 10,000 0 0
Yasmin Jamal(5)(6) 10,000 10,000 0 0
Minaz Kassam(7) 10,000 10,000 0 0
Semin Kassam(7) 10,000 10,000 0 0
Shafiq Kara 10,000 10,000 0 0
Khairunissa Kanji(8) 10,000 10,000 0 0
Shiraz Kanji(8) 10,000 10,000 0 0
Sheila Khajuria 10,000 10,000 0 0
Gil Cohen 9,920 9,920 0 0
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Number of Shares Owned
Total Shares by Selling Shareholder After
Name of Selling Common to be Offering and Percent of Total
Shareholder and Position, Shares owned by Registered Issued and Outstanding(2)
Office or Material the Selling Pursuant to # of % of
Relationship with VB Trade Inc. Shareholder(1) this Offering Shares(3) Class(3)
------------------------------- -------------- ------------- --------- --------
Mobeen Ladak(9) 10,000 10,000 0 0
Selina Ladak(9) 10,000 10,000 0 0
Aleem Manji(10)(12) 10,000 10,000 0 0
Aleesha Manji(10)(12) 10,000 10,000 0 0
Salim Manji(11)(12) 10,000 10,000 0 0
Yazmin Manji(11)(12) 10,000 10,000 0 0
Kouros Mohammadi 10,000 10,000 0 0
Sharon Noyman(13) 2,000 2,000 0 0
Yafa Noyman(13) 2,000 2,000 0 0
Maria Lovellee Rahmani(14) 10,000 10,000 0 0
Siavosh Rahmani(14) 10,000 10,000 0 0
Khosrow Rahmani(15) 10,000 10,000 0 0
Sharon Rawly 10,000 10,000 0 0
Alkarim Remtulla 10,000 10,000 0 0
Mehboob Saleh(16) 10,000 10,000 0 0
Rozmin Saleh(16) 10,000 10,000 0 0
Anver Shariff 10,000 10,000 0 0
Amin Shivji(17) 200,000 200,000 0 0
Sadrudin J.Shivji(17) 200,000 200,000 0 0
Frank Tzipy 2,000 2,000 0 0
Alladin Versi(18) 10,000 10,000 0 0
Nurunnisha Versi(18) 10,000 10,000 0 0
KarimVersi(19) 10,000 10,000 0 0
Majeed Velji(20) 10,000 10,000 0 0
Paryez Velji(20) 10,000 10,000 0 0
Ishay Weinrich 2,000 2,000 0 0
Faye Lan Yee 10,000 10,000 0 0
Dalia Ben-Zvi 2,000 2,000 0 0
TOTAL 789,920 789,920
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(2) Based on 5,789,921 shares outstanding as of February 26, 2007.
(3) To arrive at these estimates, we have assumed that the selling shareholders will sell all of the shares to be registered pursuant to this offering.
(4) Mohamad Jamal and Rubina Jamal are husband and wife.
(5) Sikander Jamal and Yasmin Jamal are husband and wife.
(6) Sikander Jamal and Yasmin Jamal are the parents of Mohamed Jamal
(7) Minaz Kassam and Semin Kassam are husband and wife.
(8) Khairunissa Kanji and Shiraz Kanji are husband and wife.
(9) Mobeen Ladak and Selina Ladak are husband and wife.
(10) Aleem Manji and Aleesha Manji are brother and sister.
(11) Salim Manji and Yazmin Manji are husband and wife.
(12) Salim Manji and Yazmin Manji are the parents of Aleen Manji and Aleesha Manji.
(13) Sharon Noyman and Yafa Noyman are husband and wife.
(14) Maria Lovellee Rahmani and Siavosh Rahmani are husband and wife.
(15) Khosrow Rahmani is not related to Maria Lovellee Rahmani or Siavosh Rahmani.
(16) Mehboob Saleh and Rozmin Saleh are husband and wife.
(17) Sadrudin J. Shivji is the father of Amin Shivji.
(18) Alladin Versi and Nurunnisha Versi are husband and wife.
(19) Karim Versi is not related to Alladin Versi or Nurunnisha Versi.
(20) Majeed Velji and Paryez Velji are brothers.
PLAN OF DISTRIBUTION
There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market value or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.
The shares you purchase are not traded or listed on any exchange. After the effective date of the registration statement, we intend to have a market maker file an application with the National Association of Securities Dealers, Inc. to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock.
Further, even assuming we do locate such a market maker, it could take several months before the market maker's listing application for our shares is approved.
All of the stock owned by the selling shareholders will be registered by the registration statement of which this prospectus is a part. The selling shareholders may sell some or all of their shares immediately after the declaration of effectiveness of this registration statement. However, the selling shareholders do not intend to sell their shares before the shares of our common stock are quoted on the Over-the-Counter Bulletin Board. Until our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may from time to time sell their shares, at the registered price of $0.10, by themselves or through pledgees, donees, transferees, successors in interest, brokers, dealers or underwriters. Brokers, dealers or underwriters may act solely as agents or may acquire shares as principals.
After our shares of common stock are quoted on the Over-the-Counter Bulletin Board, the selling shareholders may sell at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
* ordinary brokers transactions, which may include long or short sales,
* transactions involving cross or block trades on any securities or
market where our common stock is trading,
* purchases by brokers, dealers or underwriters as principal and resale
by such purchasers for their own accounts pursuant to this prospectus,
"at the market" to or through market makers or into an existing market
for the common stock,
* in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,
* through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
* any combination of the foregoing.
In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling shareholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.
Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The selling shareholders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act of 1933. The amount of such compensation cannot be estimated at this time. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.
If necessary due to a transfer of shares from the persons listed in this registration statement as selling shareholders to a third party, we will file a supplement to this prospectus pursuant to Rule 424(b) of Regulation C.
To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out in this prospectus and other facts material to the transaction. In addition, a post-effective amendment to this registration statement will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.
We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $40,000.
We and the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5. We have informed the selling shareholders that certain anti-manipulative rules contained in Regulation M under the Securities Exchange Act of 1934 may apply to their sales in the market and have furnished the selling shareholders with a copy of such rules and have informed them of the need for delivery of copies of this prospectus. The selling shareholders may also use Rule 144 under the Securities Act of 1933 to sell the shares if they meet the criteria and conform to the requirements of such rule.
The selling shareholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Although we are not presently qualified for public quotation, we intend to qualify our shares for quotation on the National Association of Securities Dealers Inc.'s Over-the-Counter Bulletin Board following the declaration of effectiveness of this prospectus. In order to do this, we must find a market maker who will file a Form 15c-211 that will allow him to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the Over-the-Counter Bulletin Board or, if traded, that a public market will materialise.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling shareholders, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Holladay Stock Transfer Inc. Their address is 2939 North 67th Place, Scottsdale, Arizona, U.S.A., 85251. Their telephone number is (480) 481-3940.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, Officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Position Held with Date First Elected
Name the Company Age or Appointed
---- ----------- --- ------------
Avi Friedman President and director 56 June 30, 2006
Ray Primack Secretary and director 57 June 30, 2006
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BUSINESS EXPERIENCE:
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.
AVI FRIEDMAN
Avi Friedman was appointed as our President and a director of our company on June 30, 2006.
EDUCATION:
Avi Friedman obtained a B.A. from the University of Tel-Aviv in 1974, an M.B.A. from the University of Maryland in 1978 and an M.B.A. from Southeastern University in 1980.
CURRENT POSITIONS:
Avi Friedman currently devotes approximately 10 to 20 hours a week providing services to our company, which represents approximately 25-50% of his working hours. He spends the remainder of his working hours as an independent real estate agent, in which he spends working approximately 5 to 15 hours a week. Avi Friedman has not previously served as a director or executive officer for any other public companies.
PAST POSITIONS:
Avi Friedman has worked as a real estate agent and as a consultant to several start up companies over the past 5 years. He has also served as the CEO of a marketing company, which marketed agricultural equipment and produce. Avi Friedman also served as the General Manager of the Planning Department for the city of Ramala, Israel.
RAY PRIMACK
Ray Primack was appointed as our Secretary and a director of our company on June 30, 2006.
EDUCATION:
Ray Primack obtained a Radio Technician Diploma from John Orr Technical College in 1968, was a South African Defence Force Signal Corps Radio Technician and successfully completed an apprenticeship as a Radio Communication Technician in 1974.
CURRENT POSITIONS:
Ray Primack is currently semi-retired and devotes approximately 20 to 30 hours a week providing services to our company, which represents approximately 100% of his working hours. Ray Primack has not previously served as a director or executive officer for any other public companies.
PAST POSITIONS:
Ray Primack worked for Telelink Paging Network Inc., a private company, from April 1998 to December 2003, as the company's President. From 2004 to 2006 he did not hold a position with any company.
FAMILY RELATIONSHIPS:
There are no family relationships among our directors or executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officer and control person have not been involved in any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences');
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
COMMITTEES OF THE BOARD:
All proceedings of the board of directors for the year ended December 31, 2006 were conducted by resolutions consented to in writing by board of directors and filed with the minutes of the proceedings of the director. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our sole director believes that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The sole director on the board of directors, as the case may be, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Avi Friedman, at the address appearing on the first page of this prospectus.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.
We believe that our board of directors is capable of analysing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the sole director. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 26, 2007 certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock and by our current sole director and executive officer. The shareholder has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address Amount and Nature of of Beneficial Owner Title of Class(1) Beneficial Ownership Percent of Class(2) ------------------- ----------------- -------------------- ------------------- Avi Friedman #2 Egoz Street, P.O. Box 106,Moshav Beni Zion, Israel, 60910 Common Shares 2,500,000 43.18% Ray Primack 506-5770 Oak Street, Vancouver, British Columbia, Canada, V6M 4M5 Common Shares 2,500,000 43.18% Directors and Officers as a group Common Shares 5,000,000 86.35% |
(2) Based on 5,789,921 shares issued and outstanding as of February 26, 2007.
CHANGES IN CONTROL
We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our company.
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 100,000,000 common shares with a par value of $0.0001. As of February 26, 2007 there were 5,789,921 common shares issued and outstanding.
Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to shareholders after payment to creditors. The common stock is not convertible or redeemable and has no pre-emptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. There are no cumulative voting rights.
Each shareholder is entitled to receive the dividends as may be declared by our sole director out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our sole director is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our sole director and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.
There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our company.
PREFERRED STOCK
We are authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001. As of February 26, 2007 there were 0 preferred shares issued and outstanding
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We engaged the firm of Moore & Associates Chartered to audit our financial statements for the year ended December 31, 2006. There has been no change in the accountants and no disagreements with Moore & Associates Chartered, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
EXPERTS
The financial statements of VB Trade included in this registration statement have been audited by Moore & Associates Chartered, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company's ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Clark Wilson LLP, of 800-885 West Georgia Street, Vancouver, British Columbia, Canada has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.
DISCLOSURE OF SEC POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Bylaws provide that we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or executive officers of our company for any duties or obligations arising out of any acts or conduct of the executive officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers and controlling persons of our company under Nevada law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
DESCRIPTION OF PROPERTY
Our executive and head office is located at #2 Egoz Street, P.O. Box 106, Moshav Beni Zion, 60910, Israel. The office facility, which is approximately 300 square feet in size, is provided to us free of charge by Avi Friedman, our President and a director. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.
DESCRIPTION OF BUSINESS
CORPORATE OVERVIEW
We were incorporated under the laws of the state of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc. In July, 2006, we changed our company name to VB Trade, Inc. VB Trade has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings. Since becoming incorporated, VB Trade has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. VB Trade is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.
We are a development stage company. We have not generated any revenue to date and our operations have been limited to organizational, start-up, and fund raising activities. We currently have no employees other than our officers, who are also our directors. Our initial board of directors consisted of two members, Dr. Yosef Avi-Gay and Mr. Shlomo Wachtel, who also respectively served as our president and secretary. On June 30, 2006, Dr. Avi-Gay and Mr. Wachtel resigned from all their positions as officers and directors of the Company and Mr. Avi Friedman and Mr. Ray Primack were elected as new directors and respectively, as president and secretary of the Company to serve until their successors are elected and qualified.
Neither VB Trade nor its officers, directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.
We are planning to focus our operations on the development and marketing of an internet website to sell unique website's design, corporate logos and web banners from a variety of freelance designers. Our target market is individuals and corporations who need unique designs for their online business. We do not currently have a website. Our proposed website is under development, and we expect it to be operational in its basic form by January 2008.
OBJECTIVES
Our objective is to develop a website through which freelance web designers can list and sell their products. By providing the "back office" facilities to the freelance web designers we relieve them of the burden associated with the construction, operation and maintenance of an eCommerce web site. This burden includes payment processing, order processing, customer service and the marketing of their products. Our service will allow them to concentrate their efforts on their artistic and creative talents.
We plan to enter into agreements with a number of different freelance web designers and we intend to retain a commission of 30% on all sales made on our website. At present we do not intend to have a negotiable rate of commission. We
will account for all sales transactions attributed to the freelance web designer on a monthly basis and forward any amount owing to the freelance web designers by the 10th of the following month.
We intend to target a range of potential customers including individuals, small businesses and large corporations, primarily in the United States but also all over the world, who require high quality, easy to use, functional and cost effective web designs.
When our website becomes fully operational, a customer will be able to browse through our product offering and filter the display according to their specific requirements. For example a customer may search by category, style, cost and author. When a customer finds a suitable website design, they will be able to click the "add to shopping cart" link near the design. When the customer has completed their order they will be prompted by an information form asking for their payment details, along with their contact information, including address, telephone number, and email address. When we receive confirmation that payment has been authorized, we will send the customer a link by email. The customer will be able to download their purchase by double-clicking on the link. This is an automated process of payment authorization and product delivery as well as a notification to the freelance website designer. Any post-sale customization of the purchased product required by the customer is handled directly between the freelance designer and the customer.
OUR PRODUCTS
We plan to sell website designs, corporate logos and website banners on our website. We refer to these products as website designs.
WEBSITE DESIGN - A website template is a pre-designed, semi-finished web page. We plan to sell a wide selection of website templates in a variety of different formats and styles.
CORPORATE LOGOS - A corporate logo is a name, illustration, or trademark that gives a company its unique visual identity. We plan on selling a wide selection of corporate logos on our website in a variety of formats and styles.
WEBSITE BANNERS - A website banner is an advertisement that is placed on a website. A website banner is an effective tool, which draws traffic to a business' website. We plan on selling a wide selection of website banners on our website, in a variety of different formats and styles.
PRICING
Pricing will be set by each individual freelance designer however, we will establish a minimum price for each product and the freelance designer will be set their price accordingly. We will generate a 30% commission on all designs sold on our website.
OUR MINIMUMS ARE AS FOLLOWS:
WEBSITE DESIGN
* from $400
CORPORATE LOGO
* from $100
WEBSITE BANNER
* from $100
MARKETING STRATEGY
We initially plan to market our website to freelance web designers and later to the end-users customers. In order to gain a freelance web designer base we will place advertisements on website that target freelance web designer, we have established budget of $5,000 to this purpose. In addition our directors will attempt to establish reciprocal arrangements with other related internet sites, where we each display the other's website link. The purpose of this "cross pollination" arrangement is to encourage potential freelance web designers to visit our website at no cost to us.
After attracting a number of different freelance web designers to our website we will start with our marketing plan for the end-users customers. We have established a budget of $5,000 to this purpose. We will be using a variety of different marketing initiatives, as listed below:
* search engine promotion
* On-line press releases (no cost to us)
* Reciprocal arrangements with other website to place advertisements.
We recognize that our current management and Board of Directors might not have sufficient marketing experience and it is our intention to seek consulting firms that specialize in this area. We have established a budget of $10,000 for the consulting firms.
COMPETITION
Competition within the web design industry is intense. Many of our competitors have longer operating histories, greater financial, sales, marketing and technological resources and longer established client relationships than we do. We face competition from companies who sell website designs over the internet, such as Template Monster, Template Box, A Template, The Template Store and City Max. We face competition from companies who sell "do-it-yourself" web design software, such as Web Studio and Banner Maker Pro. We face competition from companies who offer free website design building tools with the purchase of web hosting services, such as Yahoo (www.yahoo.com) and Geocities (http://www.geocities.com). Finally, we face competition from numerous freelance web designers and web design studios across North America, Europe and Asia.
We seek to differentiate ourselves by providing our customers with high quality, easy to use, functional and cost effective website designs. On an ongoing basis, we will seek additional freelance web designers thus ensuring fresh ideas and original content to add to our portfolio.
INDUSTRY BACKGROUND
How many web sites exist? Since no one is in charge of the World Wide Web, the question is difficult to answer precisely. After all, there is no one central "server" that runs all of the web sites in the world. According to CNN and Netcraft , an Internet monitoring company that has tracked Web growth since 1995:
"There are now 100 million Web sites with domain names and content on them," said Netcraft's Rich Miller.
"Within that, there are some that are busy and updated more often, and that represents the active sites, which are at about 47 or 48 million," he said.
Netcraft uses the domain name system to identify Web sites, check how many of them are in a particular location, such as what operating system and Web server software they're running, and then publishes its information in a monthly report.
There were just 18,000 Web sites when Netcraft, based in Bath, England, began keeping track in August of 1995. It took until May of 2004 to reach the 50 million milestone; then only 30 more months to hit 100 million, late in the month of October 2006.
Netcraft says: "the United States, Germany, China, South Korea and Japan show the greatest Web site growing spurts."
SOURCE
http://edition.cnn.com/2006/TECH/internet/11/01/100millionwebsites/index.html
GROWTH OF ELECTRONIC COMMERCE
According to a report by Forrester Research, two trends will set the pace for the next five years.
* A growing and maturing shopper base:
Roughly 5 million new US households will shop online in each of the
next five years creating a total of 63 million US on-line shopping
households in 2008.
* Retail site improvements:
As retailers invest in site design and usability testing, on-line
shopping continues to evolve - from an experience resembling a trip to
a bare-bones mall to one more akin to the Miracle Mile.
Source: Forrester Research,(C)2003, Forrester Research, Inc.
Given the preceding global Internet user and online commerce trends, we believe there is a significant, long-term opportunity to capture a market share of new and existing website design purchases.
RESEARCH AND DEVELOPMENT
We purchased an industry report ($195) from Forrestor Research Inc. The research report discusses the e-commerce industry in the United States. Other than that, we have not conducted any other research and development.
INTELLECTUAL PROPERTY
We do not own any patents, trademarks or any other intellectual property.
EMPLOYEES
Currently our only employees are Avi Friedman, our President and director and Ray Primack, our Secretary and director. Avi Friedman intends to devote approximately 10 to 20 hours per week to our company. Ray Primack intends to devote approximately 10 to 20 hours per week to our company. Currently our only employees are our directors and executive officers on a voluntary basis. We do not expect any other material changes in the number of employees.
PLAN OF OPERATION
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 2 of this registration statement.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
OVERVIEW
We are a development stage company. We plan on developing a website that will allow freelance web designers to list and sell their website designs on our website. We intend to generate revenues by charging a commission of 30% on all products sold on our website. Our activities have been limited to organization, raising capital, and the development of our business plan.
In the opinion of our management, the trend over the past few years has been for individuals to create personalized web sites for themselves and their families. The growing recent trend is to have an on-line journal that is frequently updated and intended for general public consumption ("a blog"). We believe that in the near future the number of individuals with personal web sites will increase exponentially. This growth is in addition to the expected corporate web site growth.
Over the next twelve months, we intend to focus on developing our proposed website and initiating our efforts to market our website to freelance web designers who would be interested in listing and selling their products on our website to end-users. We expect to complete the development of our proposed website by September 2007. We anticipate that the website development costs will approach $20,000. We anticipate that our website will be fully operational by the September 2007 to the freelance web designers only and then by the January 2008 to the end-users. We anticipate achieving revenue by first fiscal quarter of 2008.
Our business objectives are:
* To develop a well rounded, functional and user-friendly website on
which freelance web designers can list and sell their products.
* To establish our brand as a one stop shop for the purchase of unique
web designs.
* To execute our marketing plan both to freelance web designers and
end-users.
Our goals over the 12 months ended February 2008 are:
* To have agreements with 50 freelance web designers to list and sell
their products on our website.
* To drive traffic to our website and achieve 500 visitors per day.
* To achieve revenue by the first fiscal quarter of 2008
* Achieve break even operations over the next 12 to 18 months.
During the first stages of VB Trade's growth, our officers and directors will provide all the labour required to execute our business plan at no charge. Since we intend to operate with very limited administrative support, the officers and directors will continue to be responsible for all labour required to develop and market our website for at least the first year of operations. At this time, management has no intention of hiring any employees during the first year of operations. Due to our limited financial resources, each of the management team will dedicate approximately 10 - 20 hours a week in order to carry out operations.
ACTIVITIES TO DATE
We have secured the domain name "www.vbtrade.com" and a web hosting package from Yahoo at a cost of $400 annually. We purchased an industry research report from Forrester Research, Inc. that discusses the US eCommerce overview from 2003 to 2008 as part of our online website design research at the cost of $195. We paid our initial legal and accounting fees with respect to this offering in the amount of $20,600.
EXPENDITURES
In our management's opinion, we will incur the following expenses to fund our plan of operation over the next twelve months:
Purchase of office and equipment supplies $ 2,600
Website development consultant and development of website $20,000
Web site hosting $ 400
Marketing our service to freelance web designers $ 5,000
Marketing and promotion program to end-users $15,000
Legal & Accounting * $19,409
Transfer agent fees $ 1,600
Working capital $10,000
Total $74,009
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* Total expenses of approximately $40,008.50 of which we prepaid $20,600.
These expenditures are described in detail in "Milestones".
MILESTONES
The following is a chronological itemization of the milestones that we hope to achieve over the next 12 months ended February 2008. We are currently in the first period of the milestones noted below.
1. ORGANIZATION: JANUARY - MARCH 2007
During the first 3 months we will be focusing on organization which will include the purchase of necessary office equipment and supplies to complete our office. We are budgeting $2,600 for these initial start-up costs. We will start the process of choosing third party firm(s) to develop our purposed website. We will approach several firms to select one to develop our website.
2. WEBSITE DEVELOPMENT: APRIL - SEPTEMBER 2007
We expect the website development process to take up to 3 months plus an additional 3 months of testing and debugging at a cost of $20,000.
3. GETTING FREELANCER WEB DESIGNERS ON BOARD: SEPTEMBER - DECEMBER 2007
We will market our website services to freelance web designers initially by placing advertisements on websites that target freelance web designers. Such as Get a Freelancer (www.getafreelancer.com) and iFreelance (www.ifreelance.com) we have established budget of $5,000 to this purpose. We will also try to establish reciprocal arrangements with other related internet sites, where we each display the other's website link. The purpose of this "cross pollination" arrangement is to encourage potential freelance web designers to visit (and hopefully sign-up on) our website at no cost to us.
4. MARKETING TO END-USERS CUSTOMERS: JANUARY - MARCH 2008
We will utilize a variety of marketing tools. These may include various methods of Internet marketing, such as email campaigns and reciprocal arrangements with related internet sites. We do not currently have specific arrangements for any of the foregoing. We have established a budget of $5,000 to this purpose.
We recognize that our current management and Board of Directors do not have sufficient marketing experience to create and execute an effective marketing plan. Accordingly, it is our intention to seek out consulting firms that specialize in this area. We have established a budget of $10,000 for the consulting firms.
LIQUIDITY AND CAPITAL RESOURCES
We have raised $5,000 from the sale of stock to our officer and directors and $79,920 through a private placement to 45 non-affiliated investors. As of December 31, 2006 we had $7,680 in current liabilities. Our financial statements report a net loss of $25,478 for the period from July 6, 2005 (date of inception) to December 31, 2006. Our net loss is primarily due to $4,128 on general and administrative fees and $20,600 on professional fees. On December 31, 2006 we had a working capital of approximately $66,000.
In the opinion of our management, funds currently available will not satisfy our working capital requirements up to February 28th, 2008. Estimated funding required during the twelve month period ending February 28th, 2008 is $74,609. Given our current cash position of 66,000 this leaves us with a shortfall of $8,609.
Since July 6th 2005 (inception) to December 31, 2006 we sold 5,786,920 shares.
We have no income from operations. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the development of our website costs greater than we have budgeted for. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company raising additional capital. In this regard we have raised additional capital through the private placements noted above but we will still require additional funds to continue our operations and plans.
The continuation of our business is dependent upon obtaining further financing, the successful development of our website, attracting free lance website designers to sell their website designs on our website, a successful marketing and promotion program, attracting and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not expect to purchase any significant equipment over the twelve months.
EMPLOYEES
Currently our only employees are our directors and officers. We do not expect any other material changes in the number of employees over the next 12 months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
GOING CONCERN BASIS
The audited financial statements included with this prospectus have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the financial statements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, executive officers, five percent beneficial share holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
* On July 7, 2005, we issued a promissory note to Yossef Av-Gay, our
former President and a director, for payment of $750 without interest.
In August, 2006 the promissory note was repaid in full.
* On July 1, 2006 we issued 2,500,000 shares of our common stock to Avi
Friedman, our president and a director, in consideration for the
payment of an aggregate $2,500.
* On July 1, 2006 we issued 2,500,000 shares of our common stock to Ray
Primack, our secretary and a director, in consideration for the
payment of an aggregate $2,500.
* On August 15, 2006 Ray Primack, our secretary and director, loaned the
Company $7,680. The loan bears no interest and is payable on demand,
not earlier than 24 months as witnessed by the promissory note dated
August 15th 2006.
The promoters of our company are Avi Friedman, our President and director and Ray Primack, our Secretary and director.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our common stock is not now, nor has ever been, traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. There is currently no public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants. We have decided to register 789,920 shares under the Securities Act for sale by the selling shareholders.
As of the date of this prospectus, our affiliates hold 5,000,000 shares. Pursuant to Rule 144, since the affiliates have held their restricted shares since June 30, 2006, they are subject to the restrictions from the sale of their shares. Following the first anniversary of their purchase of their shares (June 30, 2007) each affiliate may sell, together with all sales of restricted and other securities of the same class for the account of the same person within the preceding three months, up to a maximum of one percent of the issued and outstanding shares of our company. If the affiliates are acting in concert, then all restricted securities that they sell will be combined to determine how many shares they are selling.
All shares owned by affiliates will continue to be subject to the resale limitations imposed by Rule 144 for so long as they remain as affiliates of our company. Three months after they cease being affiliates of our company, sales may be made after the two year period from the issue date without limitations under Rule 144.
We are registering 789,920 shares of our common stock under the Securities Act of 1933 for sale by the selling stock holders named in this prospectus.
Avi Friedman, our President and a director, owns 2,500,000 shares and Ray
Primack, our Secretary and a director, owns 2,500,000 shares. As of January 26,
2007 there are forty-eight holders (48) of record of our common stock and zero
(o) holders of any other class of our stock.
We have not declared any dividends on our common stock since the inception of our company. There is no restriction in our articles of incorporation and bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". "Penny stock" is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.
EXECUTIVE COMPENSATION
No executive officer of our company received an annual salary and bonus that exceeded $100,000 during the period from July 6th 2005 (date of inception) to December 31, 2006.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation(1)
----------------------------- -----------------------------------
Awards Payouts
------------------------- -------
Securities Restricted
Underlying Shares or
Name and Options/ Restricted
Principal SARs Share LTIP
Position Year(6) Salary Bonus Other(1) Granted Units Payouts All Other
-------- ------- ------ ----- -------- ------- ----- ------- ---------
Avi Friedman 2006 Nil Nil Nil Nil Nil Nil Nil
President and 2005 Nil Nil Nil Nil Nil Nil Nil
director(2)
Ray Primack 2006 Nil Nil Nil Nil Nil Nil Nil
Secretary and 2005 Nil Nil Nil Nil Nil Nil Nil
director(3)
Yossef Av-Gay 2005 Nil Nil Nil Nil Nil Nil Nil
former President
and director(4)
Shlomo Wachtel 2005 Nil Nil Nil Nil Nil Nil Nil
former Secretary
and director(5)
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(2) Avi Friedman became our President and a director of our company, on June 30, 2006.
(3) Ray Primack became our Secretary and a director of our company, on June 30, 2006.
(4) Yosef Avi-Gay resigned as our President and a director of our company on June 30, 3006.
(5) Shlomo Wachtel resigned as our Secretary and a director of our company on June 30, 2006.
(6) We were incorporated on July 6, 2005.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
Since July 6th 2005 (date of inception) to December 31, 2006 we have not granted any stock options or stock appreciation rights to any of our directors or executive officers.
COMPENSATION OF DIRECTORS
Our directors have received no compensation to date and there are no plans to compensate them in the near future, unless and until we begin to realize revenues and become profitable in our business operations.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
We have not entered into any employment agreement or consulting agreements with our directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
REPORTS TO SHAREHOLDERS
We are not required to deliver an annual report to our shareholders but will voluntarily send an annual report, together with our annual audited financial statements. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC's website at http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address of the site is http://www.sec.gov.
WHERE YOU CAN FIND MORE INFORMATION
We are currently not required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. We plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board following the effectiveness of this registration statement of which this prospectus forms a part. If that happens, we will be required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings will be available to the public over the internet at the SEC's website at http://www.sec.gov.
You may read and copy any materials that we file with the Securities and Exchange Commission at the SEC's public reference room at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.
NO FINDER, DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY OUR COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.
The following audited consolidated financial statements pertaining to VB Trade Inc. are filed as part of this registration statement:
- Report of Independent Chartered Accountants dated January 12, 2007
- Balance Sheets as at December 31, 2006 and December 31, 2005
- Statement of Operations from July 6, 2005 (date of inception) to December 31, 2006 and for the years ended December 31, 2005 and December 31, 2006
- Statement of Stockholders Equity from July 6, 2005 (date of inception) to December 31, 2006
- Statements of Cash Flows for July 6 2005 (date of inception) to December 31, 2006 and for the years ended December 31. 2005 and December 31, 2006
- Notes to the Financial Statements
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
VB Trade Inc.
Moshav Beni Zion, Israel, 60910
We have audited the accompanying balance sheet of VB Trade Inc. as of December 31, 2005 and 2006, and the related statements of operations, stockholders' equity and cash flows from inception July 6th 2005, through December 31, 2005 and 2006. 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 audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 audits provide 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 VB Trade Inc. as of December 31, 2005 and 2006 and the results of its operations and its cash flows from inception July 6 2005, through December 31, 2005 and 2006, 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 6 to the financial statements, the Company has net losses for the period from inception to December 31, 2006 of $25,478. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered ------------------------------------- Moore & Associates Chartered Las Vegas, Nevada January 12, 2007 |
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7511 Fax (702) 253-7501
VB TRADE INC
(A Development Stage Company)
December 31, December 31,
2006 2005
-------- --------
ASSETS
Current Assets
Cash $ 67,093 $ --
Interest Earned $ (899)
-------- --------
Total Assets $ 66,194 $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ 7,680 $ 750
-------- --------
Total Liabilities 7,680 750
-------- --------
Stockholders' Equity (Note 4)
Common Stock, authorized
100,000,000 shares, par value $0.0001
Issued and outstanding on December 31, 2005
and 2006 is 1 and 5,789,921 shares respectively 579 1
Paid in Capital 83,413 --
Deficit Accumulated During the
Development Stage (25,478) (750)
-------- --------
Total Stockholders' Equity 58,515 (749)
-------- --------
Total Liabilities and Stockholders' Equity $ 66,195 $ 1
======== ========
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The accompanying notes are an integral part of these financial statements.
VB TRADE INC
(A Development Stage Company)
Year Ended July 6, 2005
----------------------------- (Inception) to
December 31, December 31, December 31,
2006 2005 2006
---------- ---------- ----------
Revenue $ -- $ -- $ --
Expenses
General and Administrative 4,128 750 4,878
Professional Fees 20,600 -- 20,600
---------- ---------- ----------
Total Expenses 24,728 750 25,478
---------- ---------- ----------
Net (Loss) $ 24,728) $ (750) $ (25,478)
========== ========== ==========
Basic and Diluted
(Loss) per Share a a a
---------- ---------- ----------
Weighted Average
Number of Shares 2,662,019 1
---------- ---------- ----------
----------
a = Less than ($0.01) per share
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The accompanying notes are an integral part of these financial statements.
VB TRADE INC
(A Development Stage Company)
Common Stock
Price ------------------ Paid in Subscriptions Accumulated Total
Per Share Shares Amount Capital Receivable Deficit Equity
--------- ------ ------ ------- ---------- ------- ------
INCEPTION JULY 6, 2005 -- $ -- $ -- $ -- $ -- $ --
Common Shares issued to
founder for services July 7, 2005 $ 1.000 1 1 -- 1
Net (Loss) (750) (750)
---------- ------- -------- ------- --------- ---------
BALANCE, DECEMBER 31, 2005 1 1 -- -- (750) (749)
Common Shares issued to
founders for cash June 30,2006 $ 0.001 5,000,000 500 4,500 5,000
Private placement closed
October 30, 2006 $ 0.100 789,920 79 78,913 78,992
Net (Loss) (24,728) (24,728)
---------- ------- -------- ------- --------- ---------
BALANCE, DECEMBER 31, 2006 5,789,921 $ 580 $ 83,413 $ -- $ (25,478) $ 58,515
========== ======= ======== ======= ========= =========
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The accompanying notes are an integral part of these financial statements.
VB TRADE INC
(A Development Stage Company)
Year Year July 6, 2005
Ended Ended (Inception) to
December 31, December 31, December 31,
2006 2005 2006
-------- -------- --------
Operating Activities
Net (Loss) $(24,728) $ (750) $(25,478)
Increase in Accounts Payable 7,680 750 8,430
Decrease in Accounts Payable (750) (750)
Interest Earned 899 899
-------- -------- --------
Net Cash (Used) by Operating Activities (16,899) -- (16,899)
-------- -------- --------
Financing Activities
Proceeds from contributed Capital -- --
Proceeds from sale of Common Stock 83,992 1 83,993
-------- -------- --------
Cash Provided by Financing Activities 83,992 1 83,993
-------- -------- --------
Net Increase in Cash 67,093 1 67,094
Cash, Beginning of Period -- -- --
-------- -------- --------
Cash, End of Period 67,093 1 67,094
======== ======== ========
Supplemental Information:
Interest Paid $ -- $ -- $ --
Income Taxes Paid $ -- $ -- $ --
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The accompanying notes are an integral part of these financial statements.
VB TRADE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DECEMBER 31, 2006 AND 2005)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
VB Trade, Inc, (A Development Stage Company) was incorporated on July 6, 2005 under the laws of the State of Nevada. On June 30, 2006 VB Biotech Laboratories, Inc, changed its name to VB Trade (The Company). It has no operations and in accordance with SFAS #7 is considered to be in the development stage.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company's only significant asset at December 31, 2006 is cash. The relevant accounting policies and procedures are listed below. The company has adopted a December 31 year end.
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
(i) Management Certification
The financial statements herein are certified by the officers of the Company to present fairly, in all material respects, the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America, consistently applied.
CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.
EARNINGS (LOSS) PER SHARE
The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
(ii) Net Income Per Common Share
Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.
(iii) Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
NOTE 3. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
NOTE 4. STOCKHOLDERS' EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
ISSUED AND OUTSTANDING
On July 7, 2005 the Company issued 1 share of its common stock to its Director, Dr. Yossi Av-Gay, for services. See Note 5.
On June 30, 2006, the company issued 5,000,000 shares of its common stock to its two Directors for cash of $5,000. See Note 5.
During the year ended December 31, 2006, the Company accepted subscriptions for 789,920 common shares from 45 investors under a private placement. The private placement was not subject to any minimum investment and was priced at $0.1 per share. The Company accepted the subscriptions on various dates throughout the year of 2006.
As of December 31, 2006 the Company had 5,789,921 shares of common stock issued and outstanding.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company's neither owns nor leases any real or personal property. The Company's Directors provide office space free of charge. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
On July 7, 2005 the Company issued 1 share of its common stock to its Director, Dr. Yossi Av-Gay, for services. See Note 4.
Dr. Yossef Av-Gay, a Director, loaned the company $750. The loan didn't bear any interest and was fully paid on August 2006.
On June 30, 2006, the Company issued 5,000,000 shares of its common stock to its Directors for cash of $5,000. See Note 4.
Mr. Ray Primack, a Director, loaned the Company $7,680. The loan bears no interest and is payable on demand, not earlier than 24 months as witnessed by the promissory note dated August 15th 2006.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception to December 31, 2006 of $25,478. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 7. NET OPERATING LOSSES
As of December 31, 2006, the Company has a net operating loss carry forward of approximately $25,478, which will expire 20 years from the date the loss was incurred.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company currently has no operating lease commitments or any other commitments.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until ________________, 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 dealer' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada corporation law provides that:
- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, executive officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, executive officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;
- Indemnification may not be made for any claim, issue or matter as to which such a person has been judged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
- to the extent that a director, executive officer, employee or agent of a corporation has been successful on the merits or otherwise in defence of any action, suit or proceeding, or in defence of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defence.
We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, executive officer, employee or agent is proper in the circumstances. The determination must be made:
- by our shareholders;
- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
- by court order.
Our Bylaws provide that we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or executive officers of our company for any duties or obligations arising out of any acts or conduct of the executive officer or director performed for or on behalf of our company. This includes the power to defend such persons from all suits or claims as allowable under the provisions of the General Corporate Law of Nevada. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability as the expenses are incurred and before the final disposition of the proceeding in question or repay the amount if a court finds that the director or executive officer is not entitled to indemnification by the company.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, executive officer or controlling person of our company in successful defence of any action, suit, or proceeding) is asserted by a director, executive officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets
forth the costs and expenses payable by us in connection with the issuance and
distribution of the securities being registered hereunder. No expenses shall be
borne by the selling shareholder. All of the amounts shown are estimates.
SEC registration fees $ 8.50 (1)
Printing and engraving expenses $ 1,000 (1)
Accounting fees and expenses $10,000 (1)
Legal fees and expenses $25,000 (1)
Miscellaneous $ 4,000 (1)
----------
Total $40,008.50 (1)
==========
----------
(1) We have estimated these amounts.
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth certain information concerning securities which were sold or issued by us since our inception on July 6, 2005 without the registration of the securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements:
On July 6, 2005, we issued one share to one (1) executive officers of our company, at an offering price of $1000 per share for services rendered to the company in an offshore transaction pursuant to Rule 903 of Regulation S of the Securities Act of 1933. The Executive Officer is not a U.S. person as that term is defined in Regulation S. In issuing these securities, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S, promulgated thereunder. This share has not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available.
On June 30, 2006 we issued 5,000,000 shares of our common stock to two (2) executive officers of our company, at an offering price of $0.001 per share for gross offering proceeds of $5,000 in an offshore transaction pursuant to an exemption from registration under Rule 903 of Regulation S of the Securities Act of 1933. The Executive Officer are not U.S. persons as that term is defined in Regulation S. No directed selling efforts were made in the United States by VB Trade Inc., any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. The shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available.
On October 30, 2006 we issued 789,920 shares of our common stock to forty-five
(45) subscribers at an offering price of $0.10 per share for gross offering
proceeds of $78,950 in an offshore transaction pursuant to Rule 903 of
Regulation S of the Securities Act of 1933. No directed selling efforts were
made in the United States by VB Trade Inc., any distributor, any of their
respective affiliates or any person acting on behalf of any of the foregoing. In
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issuing these securities, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S, promulgated thereunder. A legend was included on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.
For more information on the purchasers in the private placement transactions of October 30, 2006 please see the section entitled "Selling Shareholders" on page 9 of the prospectus included in this registration statement.
ITEM 27. EXHIBITS
The following Exhibits are filed with this prospectus:
Exhibit
Number Description
------ -----------
(3) (I) ARTICLES OF INCORPORATION AND (II) BYLAWS
3.1* Articles
3.2* Bylaws
4.0 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1* Form of share certificate
5.0 OPINION ON LEGALITY
5.1* Opinion of Clark Wilson LLP regarding the legality of the
securities being registered
10 MATERIAL CONTRACTS
10.1* Form of subscription agreement
10.2* Lease agreement between VB Trade and Avi Friedman
23 CONSENTS
23.1* Consent of Moore & Associates Chartered
23.2* Consent of Clark Wilson LLP (Included in Exhibit 5.1)
----------
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* Filed herewith.
ITEM 28. UNDERTAKINGS
The undersigned company hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act").
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume
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and price represents no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) to include any additional or changed material information with respect to the plan of distribution.
(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (ss. 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, executive officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
(6) In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, executive officer, or controlling person of the small business issuer in the successful defence of any action, suit, or proceeding) is asserted by such director, executive officer, or controlling person connected with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(7) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, at Moshav Beni Zion, Israel.
VB TRADE INC.
By: /s/ Avi Friedman --------------------------------------- Avi Friedman, President and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Dated: March 1, 2007 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Avi Friedman as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURES
By: /s/ Avi Friedman --------------------------------------- Avi Friedman, President and Director (Principal Executive Officer, Principal Financial Officer and director) Dated: March 1, 2007 By: /s/ Ray Primack --------------------------------------- Ray Primack, Secretary and director Dated: March 1, 2007 |
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Exhibit 3.1
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: VB Biotech Laboratories, Inc.
2. Resident Agent United Corporate Services, Inc.
Name and Street Name
Address:
(must Street be a 202 South Minnesota Street Carson City NEVADA 89703
Nevada address where Street Address City Zip Code
process may
be served). Optional Mailing Address City State Zip Code
3. Shares: See attached rider
(number of shares Number of shares Number of shares
corporation with par value: 100,000,000 Par value: $ 0.0001 without par value:
authorized
to issue)
1. Dr. Yossef Av-Gay
4. Names & Addresses, Name
of Board of 3849 West 13th Avenue Vancouver, B.C. CANADA V6R-2S9
Directors/Trustees: Street Address City State Zip Code
(attach additional page
if there is more than 3 2. Shlomo Wachtel
directors/trustees Name
237 Cranbrooke Avenue Toronto, Ontario CANADA M5M-1M8
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
5. Purpose: (optional-
see instructions) The purpose of this Corporation shall be:
6. Names, Address Michael A. Barr /s/ Michael A. Barr
and Signature of Name Signature
Incorporator.
(attach additional page 10 Bank Sreet, Suite 560 White Plains NY 10606
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ Michael A. Barr 7/5/05
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
Kathleen C. Garlov, Asst. Secy.
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This form must be accompanied by appropriate fees.
VB BIOTECH LABORATORIES, INC.
ATTACHMENT:
#3 Class Number of Shares Par Value ----- ---------------- --------- COMMON 100,000,000 $0.00010 PREFERRED 10,000,000 $0.00100 |
The designations and the powers, preferences and rights, and the qualifications or restrictions thereof are as follows:
The Preferred shares shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issuance of such shares as adopted by the Board of Directors; the Board of Directors is expressly authorized to fix the number of shares of each series, the annual rate or rates of dividends for the particular series, the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative, the redemption price or prices for the particular series, the voting powers for the particular series, the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights, the rights, if any, of the particular series to participate in distributions or payments upon liquidation, dissolution or winding up of the corporation, and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications.
All the Preferred shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all preferred shares shall be of equal rank, regardless of series, and shall be identical in all respects except as to the particulars fixed by the Board as hereinabove provided or as fixed herein.
Dean Heller
Secretary of State
254 Norht Carson Street, Suite 1
Carson City, Nevada 89701-4299
(776) 684 5706
Website: secretaryofstate.biz
Certificate of Amendment
(Pursuant to NRS 78.380)
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations
(Pursuant to NRS 78.380 - Before Issuance of Stock)
1. Name of Corporation:
VB Biotech Laboratories, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
Article 1 of the Articles of Incorporation is hereby amended for the purpose of changing the name of the Corporation from VB Biotech Laboratories, Inc. to VB Trade, Inc. and is hereby amended to read in its entirety as follows:
1. The name of the Corporation is VB Trade, Inc.
3. The undersigned declare that they constitute AT LEAST TWO-THIRDS of the INCORPORATORS [ ] or of the board of DIRECTORS [X] (check one box only)
4. Effective date of filing (optional): (must be no later than 90 days after the certificate is filed)
5. The undersigned affirmatively declare that to the date of this certificate, no stock at the corporation has been issued.
6. Signature
/s/ R Primack /s/ A. Friedman
------------------------------ ----------------------------
Signature Signature
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* If more than two signatures, attach an 8 1/2 x 11 plain sheet with additional signatures.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Exhibit 3.2
BY-LAWS
OF
VB Biotech Laboratories, Inc.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at do United Corporate Services, Inc., 202 South Minnesota Street, Carson City, Nevada 89703 and United Corporate Services, Inc. shall be the registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES. - The corporation may have other offices, either within or without the State of Nevada, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Nevada, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.
If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting.
SECTION 3. VOTING. - Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Nevada.
A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
SECTION 4. QUORUM. - Except as otherwise required by law, by the Certificate of Incorporation or by these By-laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote the meeting.
SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.
SECTION 6. NOTICE OF MEETINGS. - Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty (60) days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.
SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
=ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. - The number of directors shall be two (2). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS. - Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. - If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 4. REMOVAL. - Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.
SECTION 5. INCREASE OF NUMBER. - The number of directors may be increased by amendment by these By-laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.
SECTION 6. POWERS. - The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-laws conferred upon or reserved to the stockholders.
SECTION 7. COMMITTEES. - The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or such committee or committees, the member or members thereof present at any such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power of authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-laws of the corporation; and unless the resolution, these By-laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
SECTION 8. MEETINGS. - The newly elected Board of Directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent, in writing, of all the directors.
Unless restricted by the incorporation document or elsewhere in these By-laws, members of the Board of Directors or any committee designated by such Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
Regular meetings of the Board of Directors may be scheduled by a resolution adopted by the Board. The Chairman of the Board or the President or Secretary may call, and if requested by any two directors, must call a special meeting of the Board and give five (5) days notice by mail, or two (2) days notice personally or by telegraph or cable to each director. The Board of Directors may hold an annual meeting, without notice, immediately after the annual meeting of shareholders.
SECTION 9. QUORUM. - A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.
SECTION 10. COMPENSATION. - Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING. - Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, it prior to such action a written consent thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent is filled with the minutes of proceedings of the Board or committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. - The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 4. PRESIDENT. - The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of
Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.
SECTION 6. TREASURER. - The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.
SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by the law or by these By-laws, and in case of his absence or refusal to neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholder, upon whose requisition the meeting is called as provided in these By-laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. - Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. - A certificate of stock, signed by the Chairman or Vice-Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. When such certificates are countersigned (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.
SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificate shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. - (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors.
(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted.
SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conductive to the interests of the corporation.
SECTION 6. SEAL. - The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "Corporate Seal, Nevada, 2005". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
SECTION 8. CHECKS. - All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage, prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.
Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These By-laws may be altered or repealed and By-laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of By-law or By-laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal of Bylaw or By-laws to be made, be contained in the notice of such special meeting.
ARTICLE VII
INDEMNIFICATION
No director shall be liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect to (1) a breach of the director's duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability which may be specifically defined by law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the corporation's directors to the corporation or its stockholders to the fullest extent permitted by law. The corporation shall indemnify to the fullest extent permitted by law each person that such law grants the corporation the power to indemnify.
Exhibit 4.1
Not Valid Unless Countersigned by Transfer Agent Nevada
Number VB Trade, Inc. Shares
Authorized Common Stock: 1000,000,000 Par Value: $.0001
This Certifies that
Is The Record Holder Of
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
Witness, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated
/s/ R. Primack /s/ A. Friedman
---------------------------- -----------------------------
Secretary President
VBTI
CORPORATE
SEAL
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The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT....Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship and not as Act____________
tenants in common (State)
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Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
_______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: ________________________________
* NOTICE SIGNATURE GUARANTEED:
SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK OTHER THAN A SAVINGS BANK OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM.
TRANSFER FEE WILL APPLY
Exhibit 5.1
[LETTERHEAD OF CLARK WILSON LLP]
March 1, 2007
BY FAX
VB Trade Inc.
#2 Egoz Street
P.O. Box 106
Moshav Beni Zion, Israel, 60910
Attention: Mr. Avi Friedman, President
Dear Sirs:
Re: VB Trade Inc. - Registration Statement on Form SB-2 filed March 1, 2007
We have acted as counsel to VB Trade Inc. (the "Company"), a Nevada corporation, in connection with the preparation of a registration statement on Form SB-2 (the "Registration Statement") through which up to 789,920 shares of the Company's common stock (the "Registered Shares"), are being registered pursuant to the SECURITIES ACT OF 1933, for resale by certain selling shareholders named in the Registration Statement as further described in the Registration Statement filed on March 1, 2007.
In connection with this opinion, we have examined the originals or copies of the corporate instruments, certificates and other documents of the Company, including the following documents:
(a) Articles of Incorporation;
(b) Bylaws of the Company;
(c) Resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares;
(d) The Registration Statement; and
(e) The Prospectus (the "Prospectus") constituting a part of the Registration Statement.
We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon statements or certificates of officers or representatives of the Company.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares were duly and validly authorized and issued, as fully paid and non-assessable common shares in the capital of the Company.
We are familiar with the General Corporation Law of the State of Nevada, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus constituting a part of such Registration Statement under the heading "Interest of Named Experts and Counsel". In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Yours truly,
/s/ Clark Wilson LLP
cc: United States Securities and Exchange Commission
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Exhibit 10.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
PRIVATE ISSUER
(Subscribers Resident in British Columbia, Alberta or Overseas)
TO: VB Trade Inc. (the "Company")
Moshav Beni Zion
Zip 60910
Israel
Purchase of Shares
1. SUBSCRIPTION
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from the Company, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, 2000 shares of common stock (the "Shares") US $0.10 per Share (the "Subscription Price"), for the aggregate total purchase price of the undersigned subscriber of US $200.00 (the "Subscription Proceeds").
1.2 The Subscriber acknowledges that the offering of Shares contemplated hereby is part a private placement of Shares having an aggregate subscription level of US $100,000 (the "Offering"). The Offering is not subject to a minimum aggregate subscription level.
1.3 The Offering is only open to residents of British Columbia, Alberta and offshore investors.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian or U.S. chartered bank reasonably acceptable to the Company, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company or its lawyers. If the funds are wired to the Company's lawyers, those lawyers are authorized to immediately deliver the funds to the Company.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber. The Company will only expend the Subscription Proceeds for or in conjunction with an acquisition of a new business for the Company.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company
(a) an executed copy of this Subscription Agreement; and
(b) if the Subscriber is an B.C. Subscriber and an "Accredited Investor", as that term is defined in Multilateral Instrument 45-103 Capital Raising Exemptions ("MI 45-103") adopted by securities regulators in Canada, the form of questionnaire attached as Exhibit A (the "Questionnaire").
3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, and applicable law.
4. CLOSING
4.1 The closing (the "Closing") of the purchase and sale of the Shares, shall occur simultaneously with the acceptance by the Company of the undersigned's subscription, as evidenced by the Company's execution of this Subscription Agreement.
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(g) there is no government or other insurance covering any of the Shares;
(h) there are risks associated with an investment in the Shares;
(i) the Company has advised the B.C. Subscribers that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the SECURITIES ACT (British Columbia) (the "B.C. Act") Alberta, and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. and Alberta Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(k) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(l) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(m) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(n) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(o) for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an
available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(q) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(r) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(s) the securities of the Company cannot be transferred without the previous consent of the board of directors, expressed by resolution of the board, at the sole discretion of the directors;
(t) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(b) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or the Company in the jurisdiction of the Subscriber's residence or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(c) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(e) if the Subscriber is resident in British Columbia or Alberta, and is
not an Accredited Investor, the Subscriber is (CHECK ONE OR MORE OF
THE FOLLOWING BOXES):
(A) a director, officer, employee or control
person of the Company [ ]
(B) a spouse, parent, grandparent, brother, sister
or child of a director, senior officer or control
person of the Company [ ]
(C) a close personal friend of a director, senior
officer or control person of the Company [ ]
4
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(D) a close business associate of a director, senior
officer or control person of the Company [ ]
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(f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(e) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is:
(FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH
YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH).
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(k) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber's own account (except for the circumstances outlined in paragraph 6.1(n)) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(l) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(n) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is adopted by the British Columbia and Alberta Securities Commissions;
(o) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(p) the Subscriber is not aware of any advertisement of any of the Shares; and
(q) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
7. ACKNOWLEDGEMENT AND WAIVER
7.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of available information provided to the Subscriber. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of the Shares.
8. LEGENDING OF SUBJECT SHARES
8.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form:
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT."
8.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.
8.3 Each Subscriber acknowledges that the Shares are subject to resale restrictions in British Columbia and Alberta and may not be traded in British Columbia except as permitted by the B.C. Act and the rules made thereunder. In particular, pursuant to Multilateral Instrument 45-102, as adopted by the
British Columbia Commission, a subsequent trade in any of the Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation, unless certain conditions are met, including the following:
(a) at least four months (the "Canadian Hold Period") shall have elapsed from the date on which the Shares were issued to the Subscribers;
(b) during the currency of the Canadian Hold Period, any certificate representing the Shares is imprinted with a legend (the "Canadian Legend") stating:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE."
(c) the trade is not a control distribution (as defined in Multilateral Instrument 45-102);
(d) no unusual effort is made to prepare the market or to create a demand for the Shares that are the subject of the trade;
(e) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(f) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation.
8.4 By executing and delivering this Agreement, each Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Shares to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Shares during or after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
9. COMMISSION TO THE AGENT
9.1 The Subscriber understands that upon Closing the Company may, in its sole discretion, approve the payment of a commission to an agent or agents, such commission to be calculated on the basis of a percentage of the gross proceeds of the Offering raised from Subscribers introduced to the Company by such agent(s).
10. COSTS
10.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.
11. GOVERNING LAW
11.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the courts of the State of Nevada.
12. SURVIVAL
12.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.
13. ASSIGNMENT
13.1 This Subscription Agreement is not transferable or assignable.
14. SEVERABILITY
14.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
15. ENTIRE AGREEMENT
15.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
16. NOTICES
16.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on the signature page of this Subscription Agreement and notices to the Company shall be directed to it at VB Trade Inc. (the "Company") Moshav Beni Zion, Zip 60910, Israel. Attention: President.
17. COUNTERPARTS AND ELECTRONIC MEANS
17.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.
18. DELIVERY INSTRUCTIONS
18.1 The Subscriber hereby directs the Company to deliver the Share Certificates to:
18.2 The Subscriber hereby directs the Company to cause the Shares to be registered on the books of the Company as follows:
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.
EXHIBIT A
QUESTIONNAIRE
The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements for the registration and prospectus exemptions provided for under MI 45-103, in respect of a proposed private placement of securities by the Company (the "Transaction"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination.
The undersigned Subscriber covenants, represents and warrants to the Company that:
1. the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction and the Subscriber is able to bear the economic risk of loss arising from such Transaction;
2. the Subscriber satisfies one or more of the categories of "accredited investor" (as that term is defined in MI 45-103) indicated below (please check the appropriate box):
[ ] an individual who beneficially owns, or who together with a spouse beneficially own, financial assets (as defined in MI 45-103) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN. $1,000,000;
[ ] an individual whose net income before taxes exceeded CDN.
$200,000 in each of the two more recent years or whose net income
before taxes combined with that of a spouse exceeded $300,000 in
each of those years and who, in either case, has a reasonable
expectation of exceeding the same net income level in the current
year;
[ ] an individual registered or formerly registered under the SECURITIES ACT (British Columbia), or under securities legislation in another jurisdiction of Canada, as a representative of a person or company registered under the SECURITIES ACT (British Columbia), or under securities legislation in another jurisdiction of Canada, as an adviser or dealer;
[ ] a Canadian financial institution as defined in National Instrument 14-101, or an authorized foreign bank listed in Schedule III of the BANK ACT (Canada);
[ ] the Business Development Bank of Canada incorporated under the
BUSINESS DEVELOPMENT BANK ACT (Canada);
[ ] an association under the COOPERATIVE CREDIT ASSOCIATIONS ACT (Canada) located in Canada;
[ ] a subsidiary of any company referred to in any of the foregoing categories, where the company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
[ ] a person or company registered under the SECURITIES ACT (British Columbia), or under securities legislation of another jurisdiction of Canada, as an adviser or dealer;
[ ] a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority;
[ ] an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in any of the foregoing categories in form and function;
[ ] the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province;
[ ] a municipality, public board or commission in Canada;
[ ] a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency thereof;
[ ] a registered charity under the INCOME TAX ACT (Canada);
[ ] a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN. $5,000,000 as reflected on its most recently prepared financial statements;
[ ] a mutual fund or non-redeemable investment fund that, in British Columbia, distributes it securities only to persons or companies that are accredited investors;
[ ] a mutual fund or non-redeemable investment fund that, in British Columbia, distributes its securities under a prospectus for which a receipt has been issued by the executive director of the British Columbia Securities Commission; or
[ ] a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors.
The Subscriber acknowledges and agrees that the Subscriber may be required by the Company to provide such additional documentation as may be reasonably required by the Company and its legal counsel in determining the Subscriber's eligibility.
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ____ day of _______________________ , 2006.
If a Corporation, Partnership If an Individual: or Other Entity: -------------------------------------- -------------------------------------- Print or Type Name of Entity Signature -------------------------------------- -------------------------------------- Signature of Authorized Signatory Print or Type Name -------------------------------------- Type of Entity |
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by the Company.
DATED at Vancouver the 17th day of October, 2006.
VB TRADE, INC.
Ray Primack, director.
Per: Authorized Signatory
Exhibit 10.2
WRITTEN DESCRIPTION OF LEASE AGREEMENT
LEASE AGREEMENT ENTERED BY AVI FRIEDMAN, (HEREINAFTER "LESSOR"), AND BY VB TRADE, INC. (HEREINAFTER THE "LESSEE"), SUBJECT TO THE FOLLOWING RECITALS AND CLAUSES:
1.- LESSOR states that:
1.1 It is the owner of the premises at #2 Egoz Street, P.O. Box 106, Moshav Beni Zion, Israel, 60910
2.- LESSEE states that:
2.1 It is a company incorporated according to the laws of Nevada by means of its articles of incorporation dated July 6, 2005.
3.- Both parties state that:
3.1 They agree to submit themselves to the provisions contained in the following:
C L A U S E S
FIRST.- SUBJECT MATTER OF THE LEASE.- LESSOR leases to LESSEE an area of approximately 300 square feet located at #2 Egoz Street, P.O. Box 106, Moshav Beni Zion, Israel, 60910, to carry out its business.
Likewise, LESSOR grants the access and use to LESSEE to carry out its business, being at LESSEE's sole cost and expense, without any responsibility for LESSOR.
SECOND.- PRICE OF THE LEASE.- LESSEE is not obliged to pay to LESSOR any money per month.
THIRD.- TERM OF THE LEASE.- The term of the lease will be INDEFINITE, any party may terminate the same by giving written notice to the other with 30 days advance notice. The Lease will be effective as of February 1, 2007.
FOURTH.- LESSEE agrees that all permanent works and improvements carried out in the leased premises will remain for the benefit of LESSOR.
FIFTH.- LESSEE is obliged to maintain the leased premises and return them at the conclusion of the lease in good conditions of conservation and maintenance, normal tear and wear excepted. Likewise, LESSEE should deliver the leased premises free of any claim or liability whether of labor, fiscal or administrative nature or obligations against third parties.
SIXTH.- For the interpretation and fulfillment of this agreement, the parties submit themselves to the laws and jurisdiction of Israel.
Exhibit 23.1
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the registrations statement on Form SB2 of VB Trade Inc, of our report dated January 12, 2007 on our audit of the financial statements of VB Trade Inc as of December 31, 2006 and 2005, and the related statements of operations, stockholders' equity and cash flows from inception July 6, 2005 through December 31, 2006 and 2005 and for the years then ended, and the reference to us under the caption "Experts."
/s/ Moore & Associates, Chartered --------------------------------------- Moore & Associates Chartered Las Vegas, Nevada March 1, 2007 |
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7511 Fax (702) 253-7501