SECURITIES
AND EXCHANGE COMMISSION
==================================
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
==================================
ZHONG
SEN INTERNATIONAL TEA COMPANY
(Exact
Name of Small Business Issuer in its Charter)
|
Florida
|
5149
|
26-2091212
|
|
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID No.)
|
2416
Lincoln Street
Hollywood, FL
33020
(206)
888-2585
Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
Great
Ally USA, Inc.
2416
Lincoln Street
Hollywood,
FL 33020
(305)
868-6866
(Name,
Address and Telephone Number of Agent for Service)
Copies of
communications to:
GREGG
E. JACLIN, ESQ.
ANSLOW
& JACLIN, LLP
195
Route 9 South, Suite204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732) 409-1212
FACSIMILE
NO.: (732) 577-1188
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. |X|
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, 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 of 1933, 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 of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. |_|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
|
|
(Do
not check if a smaller reporting company)
|
o
|
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
|
Common
Stock, par value $0.001
|
1,700,000
|
$.01
|
$17,000
|
$1.00
|
The
offering price has been estimated solely for the purpose of computing the amount
of the registration fee in accordance with Rule 457(o). Our common stock is not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined by the price share were sold to our shareholders in a
private placement memorandum. The price of $0.01 is a fixed price at which the
selling security holders may sell their shares until our common stock is quoted
on the OTC Bulletin Board at which time the shares may be sold at prevailing
market prices or privately negotiated prices. There can be no assurance that a
market maker will agree to file the necessary documents with the Financial
Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED JUNE __, 2008
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
|
PAGE
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
11
|
|
|
12
|
|
|
F-1
|
|
|
13
|
|
|
13
|
|
|
15
|
|
|
16
|
|
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Financial Statements, before making an investment decision.
ABOUT
OUR COMPANY
We were
incorporated in the State of Florida in January 2008 under the name Maximum
Consulting, Inc. We were organized for the purpose of providing
marketing and sales of Chinese teas both on a wholesale basis to commercial
clients and, eventually, at retail to the general public. In April 2008, we
changed our name to Zhong Sen International Tea Company to more accurately
reflect the business we are engaged in.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.01 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,” “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception to May 31, 2008
are derived from our audited financial statements.
|
As
of May 31, 2008
|
||||
|
STATEMENT
OF OPERATIONS
|
||||
|
Revenues
|
$
|
0
|
||
|
Total
Operating Expenses
|
$
|
8,570
|
||
|
Earnings
(Loss)
|
$
|
(8,570)
|
||
|
BALANCE
SHEET DATA
|
||||
|
Cash
|
$
|
6,300
|
||
|
Total
Assets
|
$
|
27,300
|
||
|
Total
Liabilities
|
$
|
0
|
||
|
Stockholders’ Equity
(Deficit)
|
$
|
27,300
|
||
WHERE YOU CAN FIND US
Our
principal executive office location and mailing address is 2416 Lincoln Street,
Hollywood, FL 33020. Our telephone number is (206) 888-2585.
1,700,000
SHARES OF
ZHONG
SEN INTERNATIONAL TEA CO.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. Our common stock is presently not
traded on any market or securities exchange and have no voting rights. The
1,700,000 shares of our common stock can be sold by selling security holders at
a fixed price of $0.01 per share until our shares are quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the necessary
documents with the FINRA, which operates the OTC Electronic Bulletin Board, nor
can there be any assurance that such an application for quotation will be
approved. We have agreed to bear the expenses relating to the registration of
the shares for the selling security holders.
The
selling stockholders, and any participating broker-dealers may be deemed to be
“underwriters” within the meaning of the Securities Act of 1933, and any
commissions or discounts given to any such broker-dealer may be regarded as
underwriting commissions or discounts under the Securities Act. The selling
stockholders have informed us that they do not have any agreement or
understanding, directly or indirectly, with any person to distribute their
common stock.
Brokers
or dealers effecting transaction in the shares should confirm the registration
of these securities under the securities laws of the states in which
transactions occur or the existence of our exemption from
registration.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT
INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 7.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
Date of This Prospectus Is: June __, 2008
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Florida in January 2008. We have no significant financial
resources and no revenues to date. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered by a small developing company starting a new
business enterprise and the highly competitive environment in which we will
operate. Since we have a limited operating history, we cannot assure you that
our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated
activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS
PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.
We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. Moreover,
in addition to monies needed to continue operations over the next twelve months,
we anticipate requiring additional funds in order to significantly expand our
operations and acquire the operating entities as set forth in our plan of
operations. No assurance can be given that such funds will be available or, if
available, will be on commercially reasonable terms satisfactory to us. There
can be no assurance that we will be able to obtain financing if and when it is
needed on terms we deem acceptable.
If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms could have a material adverse effect on our
business, operating results, or financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. From inception to May 31,
2008, we have incurred a net loss of $8,570. If we cannot obtain sufficient
funding, we may have to delay the implementation of our business
strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF BRUCE TRULIO. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR
EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Bruce S. Trulio, our only officer. We currently do not
have an employment agreement with Mr. Trulio. The loss of his services could
have a material adverse effect on our business, financial condition or results
of operation.
THE
OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD
NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES.
THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE
COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.01 per share for the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price bears no relationship to
the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can
there be any assurance that such an application for quotation will be approved
or that a regular trading market will develop or that if developed, will be
sustained. In the absence of a trading market, an investor may be unable to
liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). 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 that provides information about penny
stocks and the 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 broker-dealer must also 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
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in our private placement which was completed in April 2008 pursuant to an
exemption under Rule 506 of Regulation D.
The
offering price of the shares of our common stock has been determined arbitrarily
by us and does not necessarily bear any relationship to our book value, assets,
past operating results, financial condition or any other established criteria of
value. The facts considered in determining the offering price were our financial
condition and prospects, our limited operating history and the general condition
of the securities market.
Although
our common stock is not listed on a public exchange, we will be filing to obtain
a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the
filing of this prospectus. In order to be quoted on the Bulletin Board, a market
maker must file an application on our behalf in order to make a market for our
common stock. There can be no assurance that a market maker will agree to file
the necessary documents with FINRA, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
The
shares to be offered by the selling stockholders were issued in private
placement transactions by us, each of which was exempt from the registration
requirements of the Securities Act of 1933. The shares offered hereby are
“restricted” securities under applicable federal and state securities laws and
are being registered under the Securities Act of 1933, as amended (the
“Securities Act”), to give the selling stockholders the opportunity to publicly
sell these shares. This prospectus is part of a registration statement on Form
S-1 filed by us with the Securities and Exchange Commission under the Securities
Act covering the resale of such shares of our common stock from time to time by
the selling stockholders. No estimate can be given as to the amount or
percentage of our common stock that will be held by the selling stockholders
after any sales made pursuant to this prospectus because the selling
stockholders are not required to sell any of the shares being registered under
this prospectus. The following table assumes that the selling stockholders will
sell all of the shares listed in this prospectus.
The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of June 23, 2008 and the number of shares of common stock being offered by
the selling stockholders. The shares being offered hereby are being registered
to permit public secondary trading, and the selling stockholders may offer all
or part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
|
Name
of Selling
Stockholder
|
Shares
of
Common
Stock
Owned
Prior to Offering
|
Shares
of
Common
Stock
to
be Sold
|
Shares
of
Common
Stock
Owned
After Offering
|
Percent
of
Common
Stock
Owned
After Offering
|
|
Maximum
Associates, Inc.
(1)
|
730,000
|
250,000
|
480,000
|
9.60%
|
|
Thornhill
Consulting, Ltd
(2)
|
1,500,000
|
50,000
|
1,450,000
|
29.00%
|
|
Loren
Moore
|
50,000
|
50,000
|
-
|
0.00%
|
|
Joyanne
Moore
|
25,000
|
25,000
|
-
|
0.00%
|
|
Stephen
Moore
|
25,000
|
25,000
|
-
|
0.00%
|
|
Richard
Anslow
|
24,000
|
24,000
|
-
|
0.00%
|
|
Gregg
Jaclin
|
16,000
|
16,000
|
-
|
0.00%
|
|
Martin
Scott
|
30,000
|
30,000
|
-
|
0.00%
|
|
Anthony
Valinoti
|
50,000
|
50,000
|
-
|
0.00%
|
|
Maureen
Gottainer Cooper
|
12,500
|
12,500
|
-
|
0.00%
|
|
Penny
Goldmuntz
|
10,000
|
10,000
|
-
|
0.00%
|
|
Scott
Farquharson
|
10,000
|
10,000
|
-
|
0.00%
|
|
Karen
McGuiness
|
100,000
|
50,000
|
50,000
|
1.00%
|
|
Bruce
McKenzie
|
10,000
|
10,000
|
-
|
0.00%
|
|
F.
David Williams
|
10,000
|
10,000
|
-
|
0.00%
|
|
Sonia
Edelman
|
7,500
|
7,500
|
-
|
0.00%
|
|
Margaret
Reed
|
10,000
|
10,000
|
-
|
0.00%
|
|
Pasadena
Investments, Ltd.
(3)
|
225,000
|
225,000
|
-
|
0.00%
|
|
Mark
Silverman
|
40,000
|
40,000
|
-
|
0.00%
|
|
Linda
Silverman
|
40,000
|
40,000
|
-
|
0.00%
|
|
Amy
Silverman
|
25,000
|
25,000
|
-
|
0.00%
|
|
Stuart
Cooper
|
240,000
|
240,000
|
-
|
0.00%
|
|
Mark
Fromberg
|
10,000
|
10,000
|
-
|
0.00%
|
|
Global
Intermatch, Inc.
(4)
|
1,100,000
|
50,000
|
1,050,000
|
21.00%
|
|
Katherine
Noyce
|
10,000
|
10,000
|
-
|
0.00%
|
|
Joanne
Clements
|
10,000
|
10,000
|
-
|
0.00%
|
|
Gloria
Cooper
|
35,000
|
35,000
|
-
|
0.00%
|
|
Daniel
Perez
|
10,000
|
10,000
|
-
|
0.00%
|
|
Farid
Ajlouni
|
15,000
|
15,000
|
-
|
0.00%
|
|
Violet
Aldecoa
|
10,000
|
10,000
|
-
|
0.00%
|
|
Mitch
Margolies
|
5,000
|
5,000
|
-
|
0.00%
|
|
John
Bradshaw
|
10,000
|
10,000
|
-
|
0.00%
|
|
Stuart
Forrest
|
10,000
|
10,000
|
-
|
0.00%
|
|
Ann
Duva
|
10,000
|
10,000
|
-
|
0.00%
|
|
Twila
Wilson
|
10,000
|
10,000
|
-
|
0.00%
|
|
Alan
Weiner
|
10,000
|
10,000
|
-
|
0.00%
|
|
Kara
Mishoe
|
10,000
|
10,000
|
-
|
0.00%
|
|
Marc
R. Benadi
|
10,000
|
10,000
|
-
|
0.00%
|
|
Favish
Dalfin
|
150,000
|
50,000
|
100,000
|
2.00%
|
|
Loretta
Kenna, Trustee
|
75,000
|
75,000
|
-
|
0.00%
|
|
Ethyl
Cooper
|
100,000
|
50,000
|
50,000
|
1.00%
|
|
Jordan
Cooper
|
100,000
|
50,000
|
50,000
|
1.00%
|
|
Charles
Scheurman
|
15,000
|
15,000
|
-
|
0.00%
|
|
Ida
Stohl
|
20,000
|
20,000
|
-
|
0.00%
|
|
Audrey
Gelen
|
5,000
|
5,000
|
-
|
0.00%
|
|
(1)
|
Bruce
Trulio, our President and sole Director, is the beneficial owner of
Maximum Associates, Inc. and therefore has investment control over their
shares of our common stock.
|
|
(2)
|
Scott
J. Silverman is the beneficial owner of Thornhill Consulting, Ltd. and
therefore has investment control over their shares of our common
stock.
|
|
(3)
|
Mark
Silverman is the managing member of Pasadena Investments, Ltd., and
therefore has investment control over their shares of our common
stock.
|
|
(4)
|
Stuart
Cooper is the beneficial owner of Global Intermatch, Inc. and therefore
has investment control over their shares of our common
stock.
|
To our
knowledge, with the exception of Bruce Trulio and Karen McGuiness, none of the
selling shareholders or their beneficial owners
:
|
-
|
Has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
|
|
-
|
Has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
|
|
-
|
Are
broker-dealers or affiliated with
broker-dealers.
|
Karen
McGuiness is the wife of Bruce Trulio.
The
selling security holders may sell some or all of their shares at a fixed price
of $0.01 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order
to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. However,
sales by selling security holder must be made at the fixed price of $0.01 until
a market develops for the stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, 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:
|
o
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
o
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
|
o
|
through
direct sales to purchasers or sales effected through
agents,
|
|
o
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
|
o
|
any
combination of the foregoing.
|
In
addition, the selling stockholders 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
stockholders. The selling stockholders 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, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders 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). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
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 $25,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
General
Our
authorized capital stock consists of 100,000,000 shares of common stock, $0.001
par value per share and 0 shares of preferred stock. There are no
provisions in our charter or bylaws that would delay, defer or prevent a change
in our control.
Common
Stock
We are
authorized to issue 100,000,000 shares of common stocks, $0.001 par value per
share. Currently, we have 5,000,000 common shares are issued and
outstanding.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
All
shares of common stock now outstanding are fully paid for and non-assessable and
all shares of common stock which are the subject of this private placement, when
issued, will be fully paid and non-assessable.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Preferred
Stock
We are
not authorized to issue preferred stock.
Dividends
To date,
we have paid no dividends on our shares of common stock and have no present
intention of paying any dividends on our shares of common stock in the
foreseeable future. The payment by us of dividends on the shares of
common stock in the future, if any, rests solely within the discretion of our
board of directors and will depend upon, among other things, our earnings,
capital requirements and financial condition, as well as other factors deemed
relevant by our board of directors. Although dividends are not
limited currently by any agreements, it is anticipated that future agreements,
if any, with institutional lenders or others may limit our ability to pay
dividends on our shares of common stock.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
Other
than Richard Anslow and Gregg Jaclin, 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, direct or indirect, in the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee. Richard Anslow and Gregg Jaclin are partners of Anslow
& Jaclin, LLP
The
financial statements included in this prospectus and the registration statement
have been audited by Webb & Co., P.A. to the extent and for the periods set
forth in their report appearing elsewhere herein and 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.
INFORMATION
WITH RESPECT TO THE REGISTRANT
We were
incorporated in January 2008 in the State of Florida. In January 2008, we
issued 70,000 founder shares at par value of $0.001 to, Bruce S. Trulio in
consideration for services provided.
In
February, 2008, we issued 730,000 shares at par value of $0.001 per share to our
President in consideration of services in reliance on Section 4(2) of the Act.
In February 2008, we sold 1,500,000 shares at par value of $0.001 per share to
Thornhill Consulting, Ltd. for $1,500 in reliance on Section 4(2) of the
Act.
In March,
2008 we issued 40,000 shares at a value of $400 ($0.01 per share) to Anslow
& Jaclin for legal services in reliance on Section 4(2) of the Act. In
March, 2008 we issued 30,000 shares at a value of $300 ($0.01 per share) to
Martin Scott CFO Consulting Services, Inc for accounting services in reliance on
Section 4(2) of the Act. In March 2008, we issued 50,000 shares at a value of
$500.00 ($0.01 per share) to Mandalay Stock Transfer, Inc for services rendered
in reliance on Section 4(2) of the Act.
In April
2008, we completed a private offering of 2,580,000 common shares of which we
sold 2,580,000 common shares for $25,800 ($0.01 per share) pursuant to Rule 506
of Regulation D of the Act.
General
Zhong Sen
International Tea Company was incorporated on January 30, 2008, in the state of
Florida. The Company has the principal business objective of providing sales and
marketing services to small to medium sized Chinese tea producing companies who
wish to export and distribute high quality Chinese tea products
worldwide. We intend to commence business activity in the state of
Florida with the hope of extending our business throughout the United
States. The quality and effectiveness of sales and marketing services
provided to small to medium sized exporters varies greatly, but two aspects
remain constant; the cost of these services is high and companies have few
choices of service providers that are effective and affordable, and that cater
directly to the small and medium sized Chinese tea exporter. As yet,
there is no company in Florida providing sales and marketing services for the
small and mid-sized Chinese tea importers; therefore, there is a market gap to
be exploited.
We will
use personal direct contact by reference, internet, cable and print advertising
to provide these sales and marketing services. The sales and
marketing process is a “hands on” process that requires the dedication and
physical presence of the principals to solicit develop and close
transactions. It is the intention that the principals will be the
core of our sales staff. The use of the principals adds credibility
and prestige to the client; both of which are critically important to the
Chinese tea importers.
The
business model is based on a process where the principals directly contact small
to medium sized Chinese tea exporters and solicit the sales and marketing for
their products. The model designed requires the execution of a sales
and marketing Agreement between the Chinese tea importer and our
company. For the performance of these services, our company will
receive a percentage of the Chinese tea exporters’ sales. This
establishes a directly proportional relationship of the effectiveness of the
sales and marketing effort to the remuneration received. We offer our
relationships to advertising mediums, PR firms, outside sales staff and
telemarketing houses as the professional base for its offering of
services. This industry of sales and marketing services is replete
with competition at all levels of expertise and professional
variances. The market has not been explored for a company focused
solely on the needs of small to medium size Chinese tea exporter. By
maintaining a strong commitment to the highest level of courtesy, personal
service and ethical standards, we can gain and maintain a reputation for
integrity and customer loyalty, thereby insuring repeat
business. Additionally, we will spend considerable efforts to develop
customer relationships that insure repeat business and customer referral for the
sales and marketing services offered by us.
Marketing
We will
maintain a website detailing the services we offer with examples of our work,
and establish an office to respond to questions, mail out informational
brochures and schedule appointments. The web site will also serve as
a platform to introduce the marketing effort of the exporters’ tea
product.
We will
establish a brand identity for the imported tea product. The product
will be positioned as a high-end luxury product. The 3,000 year
history of this limited production, highly prized product will be essential in
positioning the product and in differentiating this product from the current
American and European viewpoint of commercially produced
tea. The history, culture and ritual surrounding the production
of the tea leaf and the ritual of the service and presentation of this luxury
item will be exploited and are critical to the positioning of the
product.
The
company will initially focus only on the United States
market. Expansion outside this market is not contemplated in the near
future due to the high risk factors associated with leaving a familiar
market. There is a tremendous density of small to mid-sized
international tea importers which creates a considerable market
opportunity. We will, by maintaining a strong commitment to the
highest level of courtesy, personal service and ethical standards, gain and
maintains a reputation for integrity and customer loyalty, thereby insuring
repeat business. Success in the positioning as a result of the
marketing effort will generate new business and facilitate growth.
Our
business office is located at 2416 Lincoln Street, Hollywood, FL
33020
There are
no legal proceedings pending or threatened against us.
Public Market for Common
Stock:
There is
presently no public market for our shares of Common Stock. We anticipate
applying for trading of our Common Stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms a part. However, we can provide no assurance that our shares of Common
Stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.
Holders of Our Common
Stock:
As of the
date of this registration statement, we had 50 shareholders of our Common
Stock.
Rule 144
Shares:
As of
June 23, 2008 there are no shares of our common stock which are currently
available for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act.
After
August 2008, the 2,230,000 shares of our common stock held by Maximum
Associates, Inc. and Thornhill Consulting, Ltd. will become available for resale
to the public and in accordance with the volume and trading limitations of Rule
144 of the Act.
After
September 2008, the 120,000 shares of our common stock held by the 5
shareholders who were issued their shares for services by us will become
available for resale to the public without limitations of Rule 144 of the
Act. After October 2008, the 1,240,000 shares of our common stock
issued under Regulation D 506 will become available for resale to the public
without limitations of Rule 144 of the Act. After October 2008, the 1,340,000
shares of our common stock held by Stuart Cooper and Global Intermatch, Inc. who
purchased their shares in the Regulation D 506 offering by us will become
available for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act.
Stock Option
Grants:
To date,
we have not granted any stock options.
Registration
Rights:
We have
not granted registration rights to the selling shareholders or to any other
persons.
Transfer Agent and
Registrar:
Mandalay
Stock Transfer, 2000 Bay Drive West, Unit 410, Miami Beach, , FL
33141.
Dividend
Policy:
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future. Payment of dividends in the future will depend upon our earnings,
capital requirements, and other factors, which our Board of Directors may
deem relevant.
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information regarding our common
stock and our company, please review the registration statement, including
exhibits, schedules and reports filed as a part thereof. Statements in this
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
We are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E ,
Washington D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the SEC at prescribed rates. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we file documents electronically with the SEC, you may also obtain
this information by visiting the SEC’s Internet website at
http://www.sec.gov
.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
|
PAGES
|
F-1
|
REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
PAGE
|
F-2
|
BALANCE
SHEET AS OF MAY 31, 2008.
|
|
PAGE
|
F-3
|
STATEMENTS
OF OPERATIONS FOR THE PERIOD FROM JANUARY 30, 2008 (INCEPTION) TO MAY 31,
2008.
|
|
PAGES
|
F-4
|
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JANUARY 30, 2008
(INCEPTION) TO MAY 31, 2008.
|
|
PAGE
|
F-5
|
STATEMENTS
OF CASH FLOWS FOR THE PERIOD FROM JANUARY 30, 2008 (INCEPTION) TO MAY 31,
2008.
|
|
PAGES
|
F-6
- F-8
|
NOTES
TO FINANCIAL STATEMENTS
|
|
Webb
& Company, P.A.
|
|
Certified
Public Accountants
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of: Zhong Sen International Tea Co. (A Development Stage
Company)
We have
audited the accompanying balance sheet of Zhong Sen International Tea Co. (A
Development Stage Company) as of May 31, 2008, and the related statements of
operations, changes in shareholder's equity and cash flows for the period from
January 30, 2008 (inception) to May 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Zhong Sen International Tea Co. (A
Development Stage Company) as of May 31, 2008 and the results of its operations
and its cash flow for the for the period from January 30, 2008 (inception) to
May 31, 2008 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 5 to the financial
statements, the Company is in the development stage with no operations, has a
net loss since inception of $8,570 and used cash in operations of $21,070. This
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 5. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
Webb & Company, P.A.
W EBB
& COMPANY, P.A.
Certified Public
Accountants
Boynton
Beach, Florida
June 24,
2008
1501
Corporate Drive, Suite 150 • Boynton Beach, FL 33426
Telephone:
(561) 752-1721 • Fax: (561) 734-8562
www.c
powebb.com
See Accompanying Notes to
the Financial Statements.
See Accompanying Notes to
the Financial Statements.
|
ZHONG
SEN INTERNATIONAL TEA COMPANY
|
||||||||||||||||||||
|
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||
|
STATEMENT
OF STOCKHOLDERS EQUITY
|
||||||||||||||||||||
|
FOR
THE PERIOD FROM JANUARY 30, 2008 (INCEPTION) TO MAY 31,
2008
|
||||||||||||||||||||
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
Deficit During
Development
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
BALANCE, JANUARY
30, 2008 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Issuance
of founders stock
|
70,000 | 70 | - | - | 70 | |||||||||||||||
|
Sale
of common stock for cash ($.001 per share)
|
1,500,000 | 1,500 | - | - | 1,500 | |||||||||||||||
|
Sale
of common stock for cash ($.01 per share)
|
2,580,000 | 2,580 | 23,220 | - | 25,800 | |||||||||||||||
|
Common
stock issued for services ($.01 per share)
|
730,000 | 730 | 6,570 | - | 7,300 | |||||||||||||||
|
Common
stock issued for professional fees ($.01 per share)
|
120,000 | 120 | 1,080 | - | 1,200 | |||||||||||||||
|
Net
Loss, for the Period January 30, 2008 (Inception) to
|
||||||||||||||||||||
|
May
31, 2008
|
- | - | - | (8,570 | ) | (8,570 | ) | |||||||||||||
|
Balance
May 31, 2008
|
5,000,000 | $ | 5,000 | $ | 30,870 | $ | (8,570 | ) | $ | 27,300 | ||||||||||
See Accompanying Notes to
the Financial Statements.
See Accompanying Notes to
the Financial Statements.
ZHONG
SEN INTERNATIONAL TEA COMPANY
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
As
of May 31, 2008
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
Organization
Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the state of Florida. The Company has the principal business objective of
providing sales and marketing services to small to medium sized Chinese tea
producing companies who wish to export and distribute high quality Chinese tea
products worldwide. The company intends to commence business activity
in the state of Florida with the hope of extending its business throughout the
United States. The Company has not had any significant operations or activities
from inception; accordingly, the Company is deemed to be in the development
stage.
Use of
Estimates:
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual results
could differ from those results.
Revenue
Recognition
The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
Cash and
Cash Equivalents, and Credit Risk:
For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $100,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At May 31, 2008 the Company had $0 in cash that was
uninsured.
Income
Taxes:
|
The
Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement
109”). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates (37.63%) expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. As of
May 31, 2008 the Company has a net operating loss carry forward of $8,570
available to offset future taxable income through 2028. The valuation
allowance at May 31, 2008 was $3,225. The net change in the valuation
allowance for period January 30, 2008 (inception) to May 31, 2008 was an
increase of $3,225.
|
Stock
Compensation
The
Company adopted SFAS No. 123R,
Share-Based
Payment
(“SFAS 123R”), which requires all stock-based payments to
employees, including grants of employee stock options, to be recognized in the
financial statements based on their fair values. The
Company accounts for stock-based compensation arrangements with nonemployees in
accordance with the Emerging Issues Task Force Abstract No. 96-18,
Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services.
The Company
records the expense of such services to employees and non employees based on the
estimated fair value of the equity instrument using the Black-Scholes pricing
model.
ZHONG
SEN INTERNATIONAL TEA COMPANY
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
As
of May 31, 2008
Segments
The
Company operates in one segment and therefore segment information is not
presented.
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s financial instruments including accounts
payable and loans and notes payable approximate fair value due to the relatively
short period to maturity for this instrument.
Earnings
Per Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of May 31, 2008 there were no common share equivalents
outstanding.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “
Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51
”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160 affects
those entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Early adoption is prohibited. The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. The adoption of this statement is not expected
to have a material effect on the Company's financial statements.
NOTE
2 – PREPAID EXPENSES
At May
31, 2008 the Company had prepaid accounting and legal fees of $21,000. The
Company will expense the prepaid as the services are rendered
.
NOTE
3 - RELATED PARTY TRANSACTIONS
On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)
During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).
On April
6, 2008 the Company sold 100,000 shares of common stock to its President
and Sole Director’s wife for $1,000 ($.01)
NOTE 4
-- SHAREHOLDERS' EQUITY
On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)
ZHONG
SEN INTERNATIONAL TEA COMPANY
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
As
of May 31, 2008
During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).
In
February 2008 the Company sold a total of 1,500,000 shares for net proceeds of
$1,500. ($.001 per share) The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
During
the period January 30, 2008 (Inception) to May 31, 2008, the Company undertook a
private placement issuance, Regulation D Rule 506 offering of 2,580,000 shares
of common stock for net proceeds of $25,800 ($.01 per share). The Company
believes this offering is exempt from registration with the US Securities and
Exchange Commission.
During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued
120,000 shares of common stock for legal and consulting services. The
shares were valued at $1,200 or $.01 per share based on a recent cash
offering price.
NOTE
5 - GOING CONCERN
The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage, has an accumulated deficit of $8,570 and used cash in
operations of $21,070 from inception. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management continues
to actively seek additional sources of capital to fund current and future
operations. There is no assurance that the Company will be successful in
continuing to raise additional capital and establish its business model. These
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
We have
begun limited operations, and we require outside capital to implement
our business model.
|
(1)
|
We
believe we can begin to implement our plan to provide marketing and sales
services to our clients.
|
|
(2)
|
All
functions will be coordinated and managed by our founder, including
marketing, finance and operations.
|
|
(3)
|
We
intend to support these marketing efforts through direct marketing,
internet sales and word of mouth
advertising.
|
|
(4)
|
Within
90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate business.
|
In
summary, we should be generating revenues from services within 180 days of the
date of this registration statement.
If we are
unable to market effectively our premium cigars, we may have to suspend or cease
our efforts. If we cease our previously stated efforts, we do not
have plans to pursue other business opportunities.
Limited
Operating History
We have
generated less than two full years of financial information and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing. Our business is subject to risks
inherent in growing an enterprise with limited capital resources.
Future
financing may not be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution
to existing shareholders.
Results
of Operations
For the
period from January 30, 2008 (inception), to May 31, 2008 we had no revenue.
Expenses for the period totaled $8,570 resulting in a loss of $8,570. Expenses
of $8,570 for the period consisted of $7,300 for Officer’s compensation, $70 for
general and administrative expenses and $1,200 for professional
fees.
Capital
Resources and Liquidity
As of May
31, 2008 we had $6,300 in cash.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $100,000. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
executive officer’s and director’s and their respective ages as of June 23, 2008
are as follows:
|
NAME
|
AGE
|
POSITION
|
|
Bruce
Trulio
|
50
|
Founder,
Chairman, CEO and Director
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
BRUCE S. TRULIO
is the
President and owner of Maximum Associates, Inc., a corporation supplying
solution oriented management consulting. Bruce S. Trulio is an
efficiency expert who also provides accounting services including corporate tax
preparation, corporate structure, accounting system design, start-up company
formation and structure, and CFO on contract basis. He is an expert
in business models and cost efficiency modeling. He is currently
engaged as the CFO of three separate corporations. He brings his
knowledge and talents of the private sector having been a multi-unit hotel
manager and developer and as management consultant for over 25
years.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
THE REST
OF THIS PAGE INTENTIONALLY LEFT BLANK
Summary Compensation Table;
Compensation of Executive Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended May 31, 2008 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive Plan
Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||
|
Bruce
Trulio
Founder,
Chairman, and CEO
|
2008
|
$
|
0
|
0
|
$7,300
|
0
|
0
|
0
|
0
|
$
|
7,300
|
|||||||||||||||||
Option
Grants Table
.
There were no individual grants of stock options to purchase our common
stock made to the executive officer named in the Summary Compensation Table
through May 31, 2008.
Aggregated Option Exercises and
Fiscal Year-End Option Value Table.
There were no stock options exercised
during period ending May 31, 2008 by the executive officer named in the Summary
Compensation Table.
Long-Term Incentive Plan (‘LTIP’)
Awards Table.
There were no awards made to a named executive officer in
the last completed fiscal year under any LTIP.
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our officers or
directors.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of June 23, 2008
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class
(1)
|
|
Common
Stock
|
Bruce
Trulio
2416
Lincoln Street
Hollywood,
FL 33020
|
900,000
(2)
|
18%
|
|
Thornhill
Consulting, Ltd.
171
N. Shore Drive
Miami
Beach, FL 33141
|
1,500,000
|
30%
|
|
|
Stuart
Cooper
Global
Intermatch, Inc.
511
NE 94
th
Street
Miami
Shores, FL 33138
|
1,340,000
(3)
|
27%
|
|
|
Common
Stock
|
All
executive officers and directors as a group
|
18%
|
|
(1)
|
Based
on 5,000,000 shares of our common stock issued and outstanding as of June
24, 2008.
|
|
(2)
|
These
shares consist of 70,000 shares owned by our President, Bruce Trulio,
730,000 shares owned by Maximum Associates, Inc, a Corporation
beneficially owned by our President, Bruce Trulio and 100,000 shares owned
by Karen McGuiness, Bruce Trulio’s wife.
|
|
(3)
|
These
shares consist of 240,000 shares owned by Stuart Cooper and 1,100,000
shares owned by Global Intermatch, Inc., a Corporation beneficially owned
by Stuart Cooper.
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
In
January, 2008, we issued 70,000 Restricted Shares of Common Stock to our
President, Bruce Trulio, in consideration for incorporation valued at $70
($0.001 per share). The Shares were issued pursuant to the exemption from
registration contained in Section 4(2) of the Act. No commission was paid to
anyone in connection with the sale of shares to Mr. Trulio.
In
February, 2008, we issued 730,000 Restricted Shares of Common Stock to our
President, Bruce Trulio, in consideration for incorporation and services valued
at $7,300 ($0.01 per share) The Shares were issued pursuant to the exemption
from registration contained in Section 4(2) of the Act. No commission was paid
to anyone in connection with the sale of shares to Mr. Trulio. Such
shares were subsequently transferred to Maximum Associates, Inc, a Corporation
beneficially owned by our President, Bruce Trulio.
In April,
2008, we sold 100,000 Restricted Shares of Common Stock to Karen McGuiness, the
wife of our President, Bruce Trulio for $1,000. The shares were
issued pursuant an exemption from registration provided by Rule 506 of
Regulation D of the Securities Act of 1933.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION
OF
SECURITIES ACT LIABILITIES
Our
director and officer is indemnified as provided by the Florida Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
ZHONG
SEN INTERNATIONAL TEA COMPANY
1,700,000
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
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’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The
Date of This Prospectus Is: June __, 2008
PART II -- INFORMATION NOT REQUIRED
IN THE PROSPECTUS
Other
Expenses Of Issuance And Distribution.
|
Securities
and Exchange Commission registration fee
|
$
|
1
|
||
|
Federal
Taxes
|
$
|
0
|
||
|
State
Taxes and Fees
|
$
|
0
|
||
|
Transfer
Agent Fees
|
$
|
1,424
|
||
|
Accounting
fees and expenses
|
$
|
6,000
|
||
|
Legal
fees and expense
|
$
|
15,400
|
||
|
Blue
Sky fees and expenses
|
$
|
2,175
|
||
|
Miscellaneous
|
$
|
0
|
||
|
Total
|
$
|
25,000
|
All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Indemnification
Of Directors And Officers.
Our
director and officer is indemnified as provided by the Florida Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
Recent
Sales Of Unregistered Securities.
We were
incorporated in the State of Florida in January, 2008 and 70,000 shares were
issued to Bruce Trulio as consideration for our incorporation. These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered.
We did
not undertake an offering in which we sold a high number of shares to a high
number of investors. In addition, Mr. Trulio had the necessary investment intent
as required by Section 4(2) since he agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
In
February 2008 we issued a total 730,000 shares to Bruce Trulio for services
rendered to the Company. Such shares were valued at $0.01 per
share. These shares were issued in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’) and were
issued to these individuals for services rendered to the Company. These shares
of our Common Stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance of shares by us did not involve a public
offering. The offering was not a ‘public offering’ as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Trulio had the necessary investment intent as
required by Section 4(2) since he agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a ‘public
offering.’ Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction. Mr. Trulio subsequently
distributed its 730,000 shares to Maximum Consulting, Inc. These
shares were transferred in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the ‘Act’).
In
February 2008 we sold a total 1,500,000 shares to Thornhill Consulting, Ltd., at
$0.01per share for $1,500. These shares were issued in reliance on the exemption
under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’) and
were issued to these individuals for services rendered to the Company. These
shares of our Common Stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of shares by us did not involve a
public offering. The offering was not a ‘public offering’ as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, this shareholder had the necessary investment intent
as required by Section 4(2) since it agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a ‘public
offering.’ Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
In March
2008 we issued a total of 120,000 shares to the shareholders listed below for
services rendered to the Company. Such shares were valued at $0.01
per share. These shares were issued in reliance on the exemption
under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’) and
were issued to these individuals for services rendered to the Company. These
shares of our Common Stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of shares by us did not involve a
public offering. The offering was not a ‘public offering’ as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, these shareholders had the necessary investment
intent as required by Section 4(2) since they agreed to and received share
certificates bearing a legend stating that such shares are restricted pursuant
to Rule 144 of the 1933 Securities Act. This restriction ensures that these
shares would not be immediately redistributed into the market and therefore not
be part of a ‘public offering.’ Based on an analysis of the above factors, we
have met the requirements to qualify for exemption under Section 4(2) of the
Securities Act of 1933 for this transaction. Anslow & Jaclin, LLP
subsequently distributed its 40,000 shares in the following manner: Richard
Anslow-24,000 shares and Gregg E. Jaclin-16,000 shares. Martin Scott
CFO Consulting Services, Inc. subsequently distributed its 30,000 shares to
Martin Scott, its sole owner and President. These shares were
transferred in reliance on the exemption under Section 4(2) of the Securities
Act of 1933, as amended (the ‘Act’).
|
Martin
Scott CFO Consulting Services, Inc.
|
30,000
|
|
Anslow
& Jaclin, LLP
|
40,000
|
|
Mandalay
Stock Transfer
|
50,000
|
In April
2008, we completed a Regulation D Rule 506 offering in which we sold 2,580,000
shares of common stock to 39 investors, at a price per share of $0.01 per share
for an aggregate offering price of $25,800. The following sets forth the
identity of the class of persons to whom we sold these shares and the amount of
shares for each shareholder:
The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg.
§§230.506:
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in April 2008 were restricted in accordance with Rule 144
of the Securities Act of 1933. In addition, each of these shareholders were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Exhibits
and Financial Statement Schedules.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation and amendment.
|
|
3.2
|
By-Laws.
|
|
5.1
|
Legal
Opinion of Anslow & Jaclin, LLP filed herewith
|
|
23.1
|
Consent
of Webb & Company, P.A. filed herewith.
|
|
24.1
|
Power
of Attorney
|
Undertakings.
(A) The
undersigned Registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
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) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
|
|
(iii)
|
Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
(B) The
issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus
filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A (ss. 230. 430A of this chapter), 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.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Hollywood, Florida on June 26,
2008.
ZHONG SEN INTERNATIONAL TEA
COMPANY
|
By:
|
/s/ Bruce
Trulio
|
|
|
Bruce
Trulio
|
||
|
Chairman
of the Board of Directors, Chief Executive Officer,
Chief
Financial Officer, Controller, Principal Accounting
Officer
|
||
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bruce Trulio and each of them, her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of Zhong Sen
International Tea Company) to sign any or all amendments (including
post-effective amendments) to this registration statement and any and all
additional registration statements pursuant to rule 462(b) of the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the SEC, granting unto each said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed below by the following persons in the
capacities and on the dates stated.
|
By:
|
/s/
Bruce Trulio
|
|
Bruce
Trulio
|
|
|
Chairman
of the Board of Directors, Chief Executive Officer,
Chief
Financial Officer, Controller, Principal Accounting
Officer
|
Date: June
26, 2008
