U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Windstar,
Inc.
(Exact
name of Registrant as specified in its charter)
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NEVADA
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TBA
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(State
or other jurisdic
tion
of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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|
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No
47 Hala Pegoh
,
Taman
Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
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Nevada
Agency and Trust Company
50
West Liberty St, Suite 880
Reno,
NV 89501
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(Name
and address of principal executive offices)
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(Name
and address of agent for service)
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Registrant's
telephone number, including area code:
(014)
327-4470
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this Registration
Statement
.
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) 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.
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If
any of
the securities being registered on the Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box |
X
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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.
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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.
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If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.
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| (1) |
This
price was arbitrarily determined by Windstar,
Inc.
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| (2) |
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
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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 SECTION 8(a),
MAY
DETERMINE.
COPIES
OF COMMUNICATIONS TO:
David
S. Jennings, Esq.
330
Carousel Parkway, Henderson, Nevada 89014
Phone:
(702) 595-5150 / Fax: (800) 731-6120
SUBJECT
TO COMPLETION, Dated October 10, 2007
PROSPECTUS
WINDSTAR,
INC.
950,000
COMMON
STOCK
INITIAL
PUBLIC OFFERING
The
selling shareholders named in this prospectus are offering up to 950,000 shares
of common stock offered through this prospectus. We will not receive any
proceeds from this offering and have not made any arrangements for the sale
of
these securities. We have, however, set an offering price for these securities
of $0.02 per share. This offering will expire on March 31, 2007 unless extended
by the board of directors. The board of directors has discretion to extend
the
offering period for a maximum of an additional 90 days.
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Offering
Price
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Underwriting
Discounts
and
Commissions
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Proceeds
to
Selling
Shareholders
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Per
Share
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$0.02
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None
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$0.02
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Total
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$19,000
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None
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$19,000
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Our
common stock is presently not traded on any market or securities exchange.
The
sales price to the public is fixed at $0.02 per share until such time as the
shares of our common stock are traded on the NASD Over-The-Counter Bulletin
Board. Although we intend to apply for quotation of our common stock on the
NASD
Over-The-Counter Bulletin Board through a market maker, public trading of our
common stock may never materialize. If our common stock becomes traded on the
NASD Over-The-Counter Bulletin Board, then the sale price to the public will
vary according to prevailing market prices or privately negotiated prices by
the
selling shareholders.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled “Risk Factors” starting on page
6.
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
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. The 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:
October
10, 2007
Table
of
Contents
We
were
incorporated as Windstar, Inc. (“Windstar”) in the State of Nevada on September
6, 2007. We are engaged in the business of developing, producing, and marketing
an effective and inexpensive air purification device (the “Product”) for
distribution in the Philippines and other Asian countries.
We
are a
development stage company and have not generated significant sales to date.
As
of September 30, 2007, we had $39,000 in current assets and current liabilities
in the amount of $0. Accordingly, our working capital position as of September
30, 2007 was $39,000. Since our inception through September 30, 2007, we have
incurred a net loss of $4,000. Our current working capital is not sufficient
to
enable us to implement our business plan as set forth in this prospectus. For
these and other reasons, our independent auditors have raised substantial doubt
about our ability to continue as a going concern. Accordingly, we will require
additional financing.
Our
principal offices are located at No 47 Hala Pegoh, 8 Taman Sri Pengkalan 31650
Ipoh, Perak, Malaysia. Our phone number is (014) 327-4470. Our fiscal year
end
is September 30, 2007.
The
Offering
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Securities
Being Offered
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Up
to 950,000 shares of our common stock, which includes all issued
and
outstanding shares with the exception of those held by our officer
and
director, Siew Mee Fam, and our director, Sze Yein
Wong.
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Offering
Price
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The
offering price of the common stock is $0.02 per share. There is no
public
market for our common stock. We cannot give any assurance that the
shares
offered will have a market value, or that they can be resold at the
offered price if and when an active secondary market might develop,
or
that a public market for our securities may be sustained even if
developed. The absence of a public market for our stock will make
it
difficult to sell your shares in our stock.
We
intend to apply to the NASD over-the-counter bulletin board, through
a
market maker that is a licensed broker dealer, to allow the trading
of our
common stock upon our becoming a reporting entity under the Securities
Exchange Act of 1934. If our common stock becomes so traded and a
market
for the stock develops, the actual price of stock will be determined
by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would
thus be
determined by market factors and the independent decisions of the
selling
shareholders.
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Minimum
Number of Shares
To
Be Sold in This Offering
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None
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Securities
Issued and to be Issued
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2,150,000
shares of our common stock are issued and outstanding as of the date
of
this prospectus. Our officer and director, Siew Mee Fam, and our
director,
Sze Yein Wong, own an aggregate of 55.8% of the common shares of
our
company and therefore have substantial control. All of the common
stock to
be sold under this prospectus will be sold by existing shareholders.
There
will be no increase in our issued and outstanding shares as a result
of
this offering.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the common stock by
the
selling shareholders.
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Offering
Period
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The
shares are being offered for a period up to March 31, 2007, unless
extended by us for an additional 90
days.
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Summary
Financial Information
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Balance
Sheet Data
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As
of September 30, 2007 (Unaudited)
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Cash
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$
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35,000
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Total
Assets
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$
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39,000
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Liabilities
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$
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0
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Total
Stockholders’ Equity
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$
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39,000
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Statement
of Operations
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For
the Year Ended September 30, 2007 (Unaudited)
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Revenue
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$
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0
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Loss
for the Period
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$
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4,000
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Risk
Factors
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. Currently, shares of our common stock are not publicly traded.
In the event that shares of our common stock become publicly traded, the trading
price of our common stock could decline due to any of these risks, and you
may
lose all or part of your investment.
Risks
Associated
with Our Financial
Condition
Because
our
auditor has issued a going concern opinion regarding our
company, there is an increased risk associated with an investment in our
company.
We
have
earned limited revenue since our inception, which makes it difficult to evaluate
whether we will operate profitably. Operating expenses for the period from
September 6, 2007 (date of inception) to September 30, 2007, totaled $4,000.
We
have incurred cumulative net losses of $4,000 since September 6, 2007. We have
not attained profitable operations and are dependent upon obtaining financing
or
generating revenue from operations to continue operations for the next twelve
months. As of September 30, 2007, we had cash in the amount of $35,000. Our
future is dependent upon our ability to obtain financing or upon future
profitable operations. We reserve the right to seek additional funds through
private placements of our common stock and/or through debt financing. Our
ability to raise additional financing is unknown. We do not have any formal
commitments or arrangements for the advancement or loan of funds. For these
reasons, our auditors stated in their report that they have substantial doubt
we
will be able to continue as a going concern. As a result, there is an increased
risk that you could lose the entire amount of your investment in our
company.
Because
we
have a limited operating history, it is difficult to
evaluate your investment in our stock.
Evaluation
of our business will be difficult because we have a limited operating
history. We are in the development stage of our business and have not yet
begun to offer our products. To date, revenues are not substantial enough to
maintain us without additional capital injection if we determine to pursue
a
growth strategy before significant revenues are generated. We face a number
of
risks encountered by early-stage companies, including our need to develop
infrastructure to support growth and expansion; our need to obtain long-term
sources of financing; our need to establish our marketing, sales and support
organizations; and our need to manage expanding operations. Our business
strategy may not be successful, and we may not successfully address these risks.
If we are unable to sustain profitable operations, investors may lose their
entire investment in us.
Risks
Associated
with
Our Business Model
Because
we
have not established the Windstar brand name, and our
products and name have little, if any, name recognition, we may be prevented
from generating revenues which will reduce the value of your
investment.
Because
we are a new company with new products and we have not conducted advertising,
there is little or no recognition of our Windstar brand name. As a result,
consumers may purchase products other than ours that have brand recognition
in
the market and we may be unable to generate sufficient revenues to meet our
expenses or meet our business plan objectives, which will reduce the value
of
your investment.
If
the
air purifier market does not experience significant growth or
if our products do not achieve broad acceptance, we will not be able to achieve
revenues
.
We
hope
to achieve revenues from sales of our Product. We cannot accurately predict
future growth rates or the size of the air purifier market. Demand for our
Product may not occur as anticipated, or may decrease, either generally or
in
specific geographic markets, during particular time periods. The expansion
of
air purifier market and the market for our Product depends on a number of
factors, such as:
| § |
the
cost, performance and reliability of our products and products offered
by
our competitors;
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public
perceptions regarding the effectiveness and value of air
purifiers;
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customer
satisfaction with air purifiers; and
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| § |
marketing
efforts and publicity regarding the needs for air purifiers.
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Even
if
air purifiers gain wide market acceptance, our Product may not adequately
address market requirements and may not continue to gain market acceptance.
If
air purifiers generally, or our Product specifically, does not gain wide market
acceptance, we may not be able to achieve our anticipated level of growth,
we
may not achieve revenues and results of operations would suffer.
Because
we
conduct our business through verbal agreements with
consultants and arms-length third parties, there is a substantial risk that
such
persons may not be readily available to us and the implementation of our
business plan could be impaired.
Although
we plan to pursue written agreements with our manufacturers to provide goods
to
us at their respective and customary rates upon request, we currently have
no
such written agreements in place. In addition, we have a verbal agreement with
our accountants to perform requested financial accounting services and our
outside auditors to perform auditing functions. Each of these functions requires
the services of persons in high demand and these persons may not always be
available. The implementation of our business plan and ability to services
our
customers may be impaired if we are not able to secure written agreements with
additional manufacturers, or the parties with whom we have verbal agreements
do
not perform in accordance with our verbal agreements. In addition, it may be
difficult to enforce a verbal agreement in the event that any of these parties
fail to perform.
Because
we
do not have exclusive agreements with the third party
manufacturers that will manufacture our products, we may be unable to
effectively manufacture and distribute our products or distribute them at all,
which would adversely affect our reputation and materially reduce our
revenues.
We
do not
own or operate any manufacturing facilities. We plan to pursue and enter into
written agreements with the third party manufacturers to manufacture our
products and ship them directly to our customers. If we lose the services of
our
third party manufacturers, we may be unable to secure the services of
replacement manufacturers. In addition, because we do not have written
agreements with all of these manufacturers, they could refuse to supply some
or
all of our products, reduce the number of products that they supply or change
the terms and prices under which they normally supply our products. The
occurrence of any such conditions will have a materially negative effect upon
our reputation and our ability to distribute our products, which will cause
a
material reduction in our revenues.
If
we
are unable to gauge trends and react to changing consumer
preferences in a timely manner, our sales will decrease, and our business may
fail.
We
believe our success depends in substantial part on our ability to offer products
and designs that reflect current needs and anticipate, gauge and react to
changing consumer demands in a timely manner. Our business is vulnerable to
changes in consumer preferences. We will attempt to reduce the risks of changing
demands and product acceptance in part by devoting a portion of our available
products and designs to standard products that are not significantly modified
from year to year. Nevertheless, if we misjudge consumer needs for our products,
our ability to generate sales could be impaired resulting in the failure of
our
business. There are no assurances that our future products will be successful,
and in that regard, any unsuccessful products could also adversely affect our
business.
In
the
event that we are unable to successfully compete within the
air purification business, we may not be able to achieve profitable
operations.
We
face
substantial competition in the industry. Due to our small size, it can be
assumed that many of our competitors have significantly greater financial,
technical, marketing and other competitive resources. These competitors
may have completed development of their products and are presently marketing
these to potential customers. Accordingly, these competitors may have already
begun to establish brand-recognition with consumers. We will attempt to compete
against these competitors by developing features that exceed the features
offered by competing products. However, we cannot assure you that our products
will outperform competing products or those competitors will not develop new
products that exceed what we provide. In addition, we may face competition
based
on price. If our competitors lower the prices on their products, then it may
not
be possible for us to market our products at prices that are economically
viable. Increased competition could result in:
| § |
Lower
than projected revenues;
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| § |
Price
reductions and lower profit
margins;
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| § |
The
inability to develop and maintain our products with features and
usability
sought by potential customers.
|
Any
one
of these results could adversely affect our business, financial condition and
results of operations. In addition, our competitors may develop competing
products that achieve greater market acceptance. It is also possible that new
competitors may emerge and acquire significant market share. Our inability
to
achieve sales and revenue due to competition will have an adverse effect on
our
business, financial condition and results of operations.
Because
we
will be forced to rely on third party manufacturers and
raw material suppliers, the occurrence of difficulties outside of our control
could negatively impact our business.
We
do not
have our own fabrication facilities, or assembly or manufacturing operations.
Instead, we intend to rely on others to fabricate, assemble and manufacture
all
of our products. We do not have any long-term supply contracts with any of
these
suppliers. Because we intend to outsource the manufacture of all of our
products, the cost, quality and availability of third-party manufacturing
operations are essential to the successful production and sale of our products.
Our reliance on third-party manufacturers exposes us to a number of risks which
are outside our control, including:
| § |
unexpected
increases in manufacturing costs;
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| § |
interruptions
in shipments if a third-party manufacturer is unable to complete
production in a timely manner;
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| § |
inability
to control quality of finished products;
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| § |
inability
to control delivery schedules;
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| § |
inability
to control production levels and to meet minimum volume commitments
to our
customers;
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| § |
inability
to control manufacturing yield;
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| § |
inability
to maintain adequate manufacturing capacity; and
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| § |
inability
to secure adequate volumes of acceptable components, at suitable
prices or
in a timely manner.
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We
have
not yet located a manufacturer for our products. We may be unable to locate
a
suitable manufacturer for our products on terms acceptable to us, or at all.
The
occurrence of any such conditions discussed herein will have a materially
negative effect upon our reputation and our ability to distribute our products,
which will cause a material reduction in any revenues that we hope to
achieve.
The
complexity
of our Product may lead to errors, defects, and bugs,
which could subject us to significant costs or damages and adversely affect
market acceptance of our Product.
We
have
not undertaken significant testing of our Product and it may contain undetected
errors, weaknesses, defects or bugs when first introduced or as new versions
are
released. If our Product or future products contain production defects,
reliability, quality or compatibility problems that are significant to our
customers, our reputation may be damaged and customers may be reluctant to
continue to buy our products, which could adversely affect our ability to retain
and attract new customers. In addition, these defects or bugs could interrupt
or
delay sales of affected products, which could adversely affect our results
of
operations.
If
defects or bugs are discovered after commencement of commercial production
of
our Product or future products, we may be required to make significant
expenditures of capital and other resources to resolve the problems. This could
result in significant additional development costs and the diversion of
technical and other resources from our other development efforts. We could
also
incur significant costs to repair or replace defective products. These costs
or
damages could have a material adverse effect on our financial condition and
results of operations.
If
we
do not effectively implement measures to sell our product, we
may never achieve revenues and you will lose your entire
investment.
We
are
currently testing and refining our prototype Product, which we have built in
our
facility in the Philippines. When we are satisfied that our Product provides
the
most effective air purification possible for the consumer, we will begin the
manufacture and distribution of the Product to retailers throughout the
Philippines before expanding to mainland China and other Asian countries. We
have not achieved revenues, or taken active steps to develop a sales force
to
attain revenues. We have no experience in providing direct sales and service,
nor do we have distributors of our Product. Moreover, our sales and marketing
efforts may not achieve intended results and therefore may not generate the
revenue we hope to achieve. As a result of our corporate strategies, we have
decided to initially focus our resources in select areas in the Philippines.
We
may change our focus to other markets or applications in the future. There
can
be no assurance that our focus or our near term plans will be successful. If
we
are not able to successfully address markets for our products, we may not be
able to grow our business, compete effectively or achieve
profitability.
If
we
are unable to successfully manage growth, our operations could
be adversely affected.
Our
progress is expected to require the full utilization of our management,
financial and other resources, which to date has occurred with limited working
capital. Our ability to manage growth effectively will depend on our ability
to
improve and expand operations, including our financial and management
information systems, and to recruit, train and manage sales personnel. There
can
be no absolute assurance that management will be able to manage growth
effectively.
If
we do
not properly manage the growth of our business, we may experience significant
strains on our management and operations and disruptions in our business.
Various risks arise when companies and industries grow quickly. If our business
or industry grows too quickly, our ability to
meet
customer demand in a timely and efficient manner could be challenged. We may
also experience development or production delays as we seek to meet increased
demand for our products. Our failure to properly manage the growth that we
or
our industry might experience could negatively impact our ability to execute
on
our operating plan and, accordingly, could have an adverse impact on our
business, our cash flow and results of operations, and our reputation with
our
current or potential customers.
Because
we
intend to offer our Product in the Philippines, China,
and other countries throughout Asia, we are subject to risks associated with
international operations.
Although
we have not commenced manufacturing our Product to consumers, we may rely on
foreign third-party manufacturing, assembly and testing operations. Foreign
operations subject us to a number of risks associated with conducting business
outside of the United States, including the following:
| § |
Unexpected
changes in, or impositions of, legislative or regulatory
requirements;
|
| § |
Delays
resulting from difficulty in obtaining export licenses for certain
technology, tariffs, quotas and other trade barriers and restrictions;
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| § |
Imposition
of additional taxes and penalties;
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| § |
The
burdens of complying with a variety of foreign laws; and
|
| § |
Other
factors beyond our control, including acts of terrorism, which may
delay
the shipment of our products, impair our ability to travel or our
ability
to communicate with foreign locations.
|
In
addition, the laws of certain foreign countries in which our products are or
may
be designed, manufactured or sold may not protect our products or intellectual
property rights to the same extent as the laws of the United States. This
increases the possibility of piracy of our technology and products.
Risks
Associated
with Management and Control
Persons
Because
our
management is inexperienced in operating an air purifier
business, our business plan may fail.
Our
management does not have any specific training in running an
air
purifier
business. With no direct training or experience in this area, our management
may
not be fully aware of many of the specific requirements related to working
within this industry. As a result, our management may lack certain skills that
are advantageous in managing our company. Consequently, our operations,
earnings, and ultimate financial success could suffer irreparable harm due
to
management’s lack of experience in this industry.
Because
our
management has only agreed to provide their services on
a part-time basis, they may not be able or willing to devote a sufficient amount
of time to our business operations, causing our business to
fail.
Siew
Mee
Fam, our officer and director, devotes 10 to 15 hours per week to our business
affairs. We do not have an employment agreement with Siew Mee Fam, nor do we
maintain key life insurance for him. Currently, we do not have any full or
part-time employees. If the demands of our business require the full business
time of our management, it is possible that they may not be able to devote
sufficient time to the management of our business, as and when needed. If our
management is unable to devote a sufficient amount of time to manage our
operations, our business will fail.
If
we
are unable to hire and retain key personnel, we may not be
able to implement our business plan.
Due
to
the specified nature of our business, having certain key personnel is essential
to the development and marketing of the products we plan to sell and thus to
the
entire business itself. Consequently, the loss of any of those individuals
may
have a substantial effect on our future success or failure. We may have to
recruit qualified personnel with competitive compensation packages, equity
participation, and other benefits that may affect the working capital available
for our operations. Management may have to seek to obtain outside independent
professionals to assist them in assessing the merits and risks of any business
proposals as well as assisting in the development and operation of many company
projects. No assurance can be given that we will be able to obtain such needed
assistance on terms acceptable to us. Our failure to attract additional
qualified employees or to retain the services of key personnel could have a
material adverse effect on our operating results and financial
condition.
Because
our
officer and director, Siew Mee Fam, and our director,
Sze Yein Wong, own an aggregate of 55.8% of our outstanding common stock,
investors may find that corporate decisions influenced by Siew Mee Fam and
Sze
Yein Wong are inconsistent with the best interests of other
stockholders.
Siew
Mee
Fam is our officer and a member of our board of directors. Sze Yein Wong is
our
director. Together, they own approximately 55.8% of the outstanding shares
of
our common stock. Accordingly, they will have an overwhelming influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations and the sale of all or substantially all
of
our assets, and also the power to prevent or cause a change in control. While
we
have no current plans with regard to any merger, consolidation or sale of
substantially all of our assets, the interests of Siew Mee Fam and Sze Yein
Wong
may still differ from the interests of the other stockholders.
Because
our
officer and director, Siew Mee Fam, and our director,
Sze Yein Wong, own an aggregate of 55.8% of our outstanding common stock, the
market price of our shares would most likely decline if they were to sell a
substantial number of shares all at once or in large
blocks.
Our
officer and director, Siew Mee Fam owns 600,000 shares of our common stock,
which equates to 27.9% of our outstanding common stock. Our director, Sze Yein
Wong owns 600,000 shares of our common stock, which equates to 27.9% of our
outstanding common stock. There is presently no public market for our common
stock although we plan to apply for quotation of our common stock on the NASD
over-the-counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. If our shares are publicly
traded on the over-the-counter bulletin board, Siew Mee Fam and Sze Yein Wong
will be eligible to sell their shares publicly subject to the volume limitations
in Rule 144. The offer or sale of a large number of shares at any price may
cause the market price to fall. Sales of substantial amounts of common stock
or
the perception that such transactions could occur may materially and adversely
affect prevailing markets prices for our common stock.
Risks
Related
to Legal Uncertainty
If
our
products are found to cause injury, have defects, or fail to
meet industry standards, we will incur substantial litigation, judgment, product
liability, and product recall costs, which will increase our losses and
negatively affect our brand name reputation and product
sales.
Because
our products are intended for use in a home environment, we may be subject
to
liability for any accidents or injury that may occur in connection with the
use
of these products or due to claims of defective design, integrity or durability
of the products. We do not currently maintain liability insurance coverage
for
such claims. If we are unable to obtain such insurance, product liability claims
could adversely affect our brand name reputation, revenues and ultimately lead
to losses. In addition, product defects could result in product recalls and
warranty claims. A product recall could delay or halt the sale of our products
until we are able to remedy the product defects. The occurrence of any claims,
judgments, or product recalls will negatively affect our brand name image and
product sales, as well as lead to additional costs.
Even
though
we are not manufacturing the products ourselves, if any
of the products we sell infringe on the intellectual property rights of others,
we may find ourselves involved in costly litigation, which will negatively
affect the financial results of our business operations.
Although
we have not received notices of any alleged infringement, we cannot be certain
that our Products do not infringe on issued trademarks and/or copyright rights
of others. We may be subject to legal proceedings and claims from time to time
in our ordinary course of business arising out of intellectual property rights
of others. These legal proceedings can be very costly, and thus can negatively
affect the results of our operations.
New
legislation,
including the Sarbanes-Oxley Act of 2002, may make
it more difficult for us to retain or attract officers and
directors.
The
Sarbanes-Oxley
Act of 2002 was enacted in response to public concerns regarding corporate
accountability in connection with recent accounting scandals. The stated goals
of the
Sarbanes-Oxley
Act are to increase corporate responsibility, to provide for enhanced penalties
for accounting and auditing improprieties at publicly traded companies, and
to
protect investors by improving the
accuracy
and reliability of corporate disclosures pursuant to the securities laws. The
Sarbanes-Oxley Act generally applies to all companies that file or are required
to file periodic reports with the SEC, under the Securities Exchange Act of
1934. Upon becoming a public company, we will be required to comply with the
Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted
in a series of rules and regulations by the SEC that increase responsibilities
and liabilities of directors and executive officers. The perceived increased
personal risk associated with these recent changes may deter qualified
individuals from accepting these roles. As a result, it may be more difficult
for us to attract and retain qualified persons to serve on our board of
directors or as executive officers. We continue to evaluate and monitor
developments with respect to these rules, and we cannot predict or estimate
the
amount of additional costs we may incur or the timing of such costs.
Risks
Related
to Our Securities
If
a
market for our common stock does not develop, shareholders may
be unable to sell their shares.
A
market
for our common stock may never develop. We intend to contact an authorized
OTC
Bulletin Board market-maker for sponsorship of our securities on the OTC
Bulletin Board upon the effectiveness of the registration statement of which
this prospectus forms a part. However, our shares may never be traded on the
bulletin board, or, if traded, a public market may not materialize. If our
common stock is not traded on the bulletin board or if a public market for
our
common stock does not develop, investors may not be able to re-sell the shares
of our common stock that they have purchased and may lose all of their
investment.
If
the
selling shareholders sell a large number of shares all at
once or in blocks, the market price of our shares would most likely
decline.
The
selling shareholders are offering 950,000 shares of our common stock through
this prospectus. The outstanding shares of common stock covered by this
prospectus represent approximately 44.2% of the common shares outstanding as
of
the date of this prospectus. Our common stock is presently not traded on any
market or securities exchange, but should a market develop, shares sold at
a
price below the current market price at which the common stock is trading will
cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall.
If
we
issue shares of preferred stock with superior rights than the
common stock registered in this prospectus, it could result in a decrease in
the
value of our common stock and delay or prevent a change in control of
us.
Our
board
of directors is authorized to issue up to 10,000,000 shares of preferred stock.
Our board of directors has the power to establish the dividend rates,
liquidation preferences, voting rights, redemption and conversion terms and
privileges with respect to any series of preferred stock. The issuance of any
shares of preferred stock having rights superior to those of the common stock
may result in a decrease in the value or market price of the common stock.
Holders of preferred stock may have the right to receive dividends, certain
preferences in liquidation and conversion rights.
The
issuance of preferred stock could, under certain circumstances, have the effect
of delaying, deferring or preventing a change in control of us without further
vote or action by the stockholders and may adversely affect the voting and
other
rights of the holders of common stock.
If
our
common stock is quoted on the over-the-counter bulletin board
or traded and a public market for our common stock develops, short selling
could
increase the volatility of our stock price.
Short
selling occurs when a person sells shares of stock which the person does not
yet
own and promises to buy stock in the future to cover the sale. The general
objective of the person selling the shares short is to make a profit by buying
the shares later, at a lower price, to cover the sale. Significant amounts
of
short selling, or the perception that a significant amount of short sales could
occur, could depress the market price of our common stock. In contrast,
purchases to cover a short position may have the effect of preventing or
retarding a decline in the market price of our common stock, and together with
the imposition of the penalty bid, may stabilize, maintain or otherwise affect
the market price of our common stock. As a result, the price of our common
stock
may be higher than the price that otherwise might exist in the open market.
If
these activities are commenced, they may be discontinued at any time. These
transactions may be effected on over-the-counter bulletin board or any other
available markets or exchanges. Such short selling if it were to occur could
impact the value of our stock in an extreme and volatile manner to the detriment
of our shareholders.
Because
we
do not expect to pay dividends for the foreseeable
future, investors seeking cash dividends should not purchase our common
stock.
We
have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future. Our payment of any future dividends will be at the
discretion of our board of directors after taking into account various factors,
including but not limited to our financial condition, operating results, cash
needs, growth plans and the terms of any credit agreements that we may be a
party to at the time. Accordingly, investors must rely on sales of their own
common stock after price appreciation, which may never occur, as the only way
to
realize their investment. Investors seeking cash dividends should not purchase
our common stock.
Because
we
will be subject to the “Penny Stock” rules once our
shares are quoted on the over-the-counter bulletin board, the level of trading
activity in our stock may be reduced.
Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted
on
Nasdaq). 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 that 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, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer’s presumed control
over the market, and monthly account statements showing the market value of
each
penny stock held in the customer’s account. In addition, broker-dealers who sell
these securities to persons other than established customers and “accredited
investors” 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. Consequently, these requirements may have the
effect of reducing the level of trading activity, if any, in the secondary
market for a security subject to the penny stock rules, and investors in our
common stock may find it difficult to sell their shares.
If
our
shares are quoted on the over-the-counter bulletin board, we
will be required to remain current in our filings with the SEC and our
securities will not be eligible for quotation if we are not current in our
filings with the SEC.
In
the
event that our shares are quoted on the over-the-counter bulletin
board,
we
will
be required order to remain current in our filings with the SEC in order for
shares of our common stock to be eligible for quotation on the over-the-counter
bulletin board. In the event that we become delinquent in our required filings
with the SEC, quotation of our common stock will be terminated following a
30
day grace period if we do not make our required filing during that time. If
our
shares are not eligible for quotation on the over-the-counter bulletin board,
investors in our common stock may find it difficult to sell their shares.
Forward
-Looking
Statements
This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.
The
actual results could differ materially from our forward-looking statements.
Our
actual results are most likely to differ materially from those anticipated
in
these forward-looking statements for many reasons, including the risks faced
by
us described in this Risk Factors section and elsewhere in this
prospectus.
We
will
not receive any proceeds from the sale of the common stock offered through
this
prospectus by the selling shareholders.
Determination
of
Offering Price
The
$0.02
per share offering price of our common stock was arbitrarily chosen using the
last sales price of our stock from our most recent private offering of common
stock. There is no relationship between this price and our assets, earnings,
book value or any other objective criteria of value.
We
intend
to apply to the NASD over-the-counter bulletin board for the quotation of our
common stock upon our becoming a reporting entity under the Securities Exchange
Act of 1934. We intend to file a registration statement under the Exchange
Act
concurrently with the effectiveness of the registration statement of which
this
prospectus forms a part. If our common stock becomes so
traded
and a market for the stock develops, the actual price of stock will be
determined by prevailing market prices at the time of sale or by private
transactions negotiated by the selling shareholders. The offering price would
thus be determined by market factors and the independent decisions of the
selling shareholders.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to
our
existing shareholders.
Selling
Shareholders
The
selling shareholders named in this prospectus are offering all of the 950,000
shares of common stock offered through this prospectus. These shares were
acquired from us in an offering that was exempt from Registration under
Regulation S of the Securities Act of 1933, as amended, and completed on
September 6, 2007.
The
following table provides information regarding the beneficial ownership of
our
common stock held by each of the selling shareholders as of October 1, 2007,
including:
| 1. |
the
number of shares owned by each prior to this
offering;
|
| 2. |
the
total number of shares that are to be offered by
each;
|
| 3. |
the
total number of shares that will be owned by each upon completion
of the
offering;
|
| 4. |
the
percentage owned by each upon completion of the offering;
and
|
| 5. |
the
identity of the beneficial holder of any entity that owns the
shares.
|
The
named
parties beneficially own and have sole voting and investment power over all
shares or rights to the shares, unless otherwise shown in the table. The numbers
in this table assume that none of the selling shareholders sells shares of
common stock not being offered in this prospectus or purchases additional shares
of common stock, and assumes that all shares offered are sold. The percentages
are based on 2,150,000 shares of common stock outstanding on October 1,
2007.
|
Name
and Address of
Selling
Shareholder
|
Shares
Owned Prior
to
This Offering
|
Total
Number of Shares
to
be Offered for
Selling
Shareholder Account
|
Total
Shares to be
Owned
Upon
Completion
of this Offering
|
Percent
Owned Upon Completion of this Offering
|
|
Noryati
Binti Embong
No.5,
Jalan Melor 5h, Desa Melor,
48200
Serendah, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Kanaga
Durga A/P Bakthvathsulu
Z-2,
Taman Banboo Jalan Terolak 3,
Batu
4 ¼, Jalan Ipoh, 51200 Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Mohd
Rasidi Bin Mustafa
No.317,
Jalan Puyuh, Batu 9 ½,
Jalan
Cheras 43200 Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Cheong
Poh Yoke
No.
1493, Jalan Jiran 8, Happy Garden,
58200
Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Mohd
Shahbini Bin Selamat
No.48,
Jalan Kasturi 40, Seksyen Bb8, Bandar Baru Bukit Beruntung, 48300
Rawang
Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Ahmad
Daud Bin Alwi
No.3,
Jalan Ros 2a/7, Seksyen Bs 5,
Bukit
Sentosa, 48300 Rawang Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Mohamed
Noor Hisham Bin Osman
No.
14, Jalan Suadamai 4/1a, Bandar Tun Hussein Onn, 43200 Batu 9 Cheras,
Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Zulkiflee
Bin Mohd Rani
No.32,
Jalan 7/17, Bandar Tasik Puteri,
48020
Rawang Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Norhayati
Binti Mohammad
Lot
5002, Batu 5 1/2, Jalan Meru,
Kalang
41050 Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Diharno
Bin Johari
Blok
C-2-13 Aparment Mawar, Jalan Bunga Raya 2, Taman Bunga Raya, Bukit
Beruntung
48300
Rawang Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Ainel
Daina Binti Mohd Jonid
No.9,
Jalan Desa 2/3, Country Homes,
Rawang
48000, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Norazmi
Binti Mohd Jonid
Batu
9, Jalan Klang Lama, Peti Surat 6503,
Seri
Setia, Petaling Jaya 47307 Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Abdul
Khalim Bin Jumli
No.128,
Jalan 4, Taman Desa Damai,
28700
Bentong, Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Ros
Timah Binti Mat Yunan
Kampung
Pamah Rawas, Ulu Dong 27600
Raub,
Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Amin
Bin Ibrahim
No.1,
Jalan Ss 17/3c, 47500
Subang
Jaya, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Lim
Chew Ting
No.4,
Jalan 1, Kampung Baru,
Sungai
Chua, 43000 Kajang, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Stonton
Morse Anak Jerry Rumpang
No.1,
Morse's Residence, Jalan Airport,
95000
Sri Aman, Sarawak
|
25,000
|
25,000
|
0
|
0
|
|
Abdul
Rauf Bin Jamaludin
No.141,
Jalan Abdul Rahman, Perumahan Melayu, Kampung Baru, 28700 Bentong,
Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Ahmad
Daud Bin Mohd Noor
No.282,
Jalan Utama, Taman Desa Damai,
28700
Bentong, Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Mohamad
Nazar Bin Zakaria
Km
4 1/2, Kampung Pangsenam,
28000
Temerloh, Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Pragalath
Kumar A/L Kumaran
No.16,
Jalan 4a, Desa Sri Jenaris,
43000
Kajang, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Sin
Yew Hoong
No.31,
Jalan Usj 2/5e, Uep Subang Jaya,
47600
Subang Jaya, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Lim
Mei Ee
No.5b-1004,
Blok B, Emeral Hill Condo,
Bukit
Indah, 68000 Ampang, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Chai
Pei Shen
No.55,
Jalan Wangsa 1/1, Taman Wangsa Permai, Kepong 52100 Kuala
Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Wee
Joo Han
355-D,
Jalan Temenggong,
15000
Kota Bharu, Kelantan
|
25,000
|
25,000
|
0
|
0
|
|
Romle
Bin Jamran
No.101,
Perumahan Lknp, Kampung Muhibbah,
Benus,
28700 Bentong, Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Mohamad
Azmi Bin Rahmat
Lot
2058, Jalan Tengah, Kampung Sri Pantai,
86800
Mersing, Johor
|
25,000
|
25,000
|
0
|
0
|
|
Hooi
Kin Kok
No.23,
Jalan Tokong, Jelapang,
30020
Ipoh, Perak
|
25,000
|
25,000
|
0
|
0
|
|
Norhazilah
Binti Ahmad
No.243,
Taman Long Jaffar Fasa 3/12,
34000
Taiping, Perak
|
25,000
|
25,000
|
0
|
0
|
|
Khor
Kin Leong
No.31,
Jalan Sri Melati 16, Taman Sri Melati,
68100
Batu Caves, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Low
Kah Soon
No.13,
Jalan Tekukor, Off Jalan Ipoh Batu 3,
51200
Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Wong
Kong Fong
No.4,
Jalan Angsana 2/2g, Sri Damansara,
Kepong,
52100 Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Lau
Eng Bok
No.43,
Jalan 12/18a, Taman Mastiara, Batu 6,
Jalan
Ipoh, 51200 Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Chin
Pui Kwong
No.23,
Jalan 2/37b, Taman Bukit Maluri, Kepong,
52100
Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
|
Francis
A/L Moses
No.9,
Jalan Indah 5, Taman Medan Indah,
27600
Raub, Pahang
|
25,000
|
25,000
|
0
|
0
|
|
Lee
Wan Yuen
No.39,
Jalan Mewah 2/1, Pandan Mewah,
68000
Ampang, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Siow
Chun Leng
No.39,
Cp 7/66, Taman Cheras Paerdana,
43200
Batu 9 Cheras, Selangor
|
25,000
|
25,000
|
0
|
0
|
|
Pong
Wai Ling
No.695-24-05,
Desa Kiara Condo,
Jalan
Damansara, 60000 Kuala Lumpur
|
25,000
|
25,000
|
0
|
0
|
None
of
the selling shareholders; (1) has had a material relationship with us other
than
as a shareholder at any time within the past three years; (2) has been one
of
our officers or directors; or (3) are broker-dealers or affiliate of
broker-dealers.
The
selling shareholders and any broker/dealers who act in connection with the
sale
of the shares may be deemed to be “underwriters” within the meaning of the
Securities Acts of 1933, and any commissions received by them and any profit
on
any resale of the shares as a principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
Plan
of
Distribution
The
selling shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
| 1. |
on
such public markets or exchanges as the common stock may from time
to time
be trading;
|
| 2. |
in
privately negotiated transactions;
|
| 3. |
through
the writing of options on the common
stock;
|
| 4. |
in
short sales, or;
|
| 5. |
in
any combination of these methods of
distribution.
|
We
intend
to contact an authorized Over-The-Counter Bulletin Board market-maker for
sponsorship of our securities on the Over-The-Counter Bulletin Board. Currently,
we or anyone acting on our behalf has requested or encouraged any broker-dealer
to act as a market-maker for our securities. The sales price to the public
is
fixed at $0.02 per share until such time as the shares of our common stock
become quoted on the NASD Over-The-Counter Bulletin Board or another exchange.
Although we intend to apply for quotation of our common stock on the NASD
Over-The-Counter Bulletin Board, public trading of our common stock may never
materialize. If our common stock becomes traded on the NASD Over-The-Counter
Bulletin Board, or another exchange, then the sales price to the public will
vary according to the selling decisions of each selling shareholder and the
market for our stock at the time of resale. In these circumstances, the sales
price to the public may be:
| 1. |
the
market price of our common stock prevailing at the time of
sale;
|
| 2. |
a
price related to such prevailing market price of our common stock,
or;
|
| 3. |
such
other price as the selling shareholders determine from time to
time.
|
The
shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The
selling shareholders may also sell their shares directly to market makers acting
as agents in unsolicited brokerage transactions. Any broker or dealer
participating in such transactions as an agent may receive a commission from
the
selling shareholders or from such purchaser if they act as agent for the
purchaser. If applicable, the selling shareholders may distribute shares to
one
or more of their partners who are unaffiliated with us. Such partners may,
in
turn, distribute such shares as described above.
We
are
bearing all costs relating to the registration of the common stock. The selling
shareholders, however, will pay any commissions or other fees payable to brokers
or dealers in connection with any sale of the common stock.
The
selling shareholders must comply with the requirements of the Securities Act
of
1933 and the Securities Exchange Act in the offer and sale of the common stock.
In particular, during such times as the selling shareholders may be deemed
to be
engaged in a distribution of the common stock, and therefore be considered
to be
an underwriter, they must comply with applicable law and may, among other
things:
| 1. |
not
engage in any stabilization activities in connection with our common
stock;
|
| 2. |
furnish
each broker or dealer through which common stock may be offered,
such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
and;
|
| 3. |
not
bid for or purchase any of our securities or attempt to induce any
person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
|
Legal
Proceedings
We
are
not currently a party to any legal proceedings.
Directors
,
Executive Officers, Promoters and Control
Persons
Our
executive officers and directors and their respective ages as of October 1,
2007
are as follows:
|
Name
|
Age
|
Position
Held with the Company
|
|
Siew
Mee Fam
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
25
|
President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer
and
Director
|
|
Sze
Yein Wong
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
25
|
Director
|
Set
forth
below is a brief description of the background and business experience of our
sole executive officer and director.
Siew
Mee Fam
is our
President, Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and Director.
Siew Mee Fam obtained a Bachelor of Arts from HELP University College in Pusat
Bandar Damansara, Malaysia in March of 2002, and has worked as a Public
Relations Specialist for Salient Synergy Sdn. Bhd. since 2002.
Sze
Yein Wong
is one
of our directors. Siew Mee Fam obtained a Bachelor of Science Degree from
Universiti Putra Malaysia (UPM), Serdang in April of 2002, and has worked as
an
Engineer for General Electric, Inc. since 2002.
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.
Significant
Employees
We
do not
currently have any significant employees aside from Siew Mee Fam and Sze Yein
Wong.
We
conduct our business through agreements with consultants and arms-length third
parties. Current arrangements in place include the following:
| 1. |
Verbal
agreements with our accountants to perform requested financial accounting
services.
|
| 2. |
Verbal
agreements with auditors to perform audit functions at their respective
normal and customary rates.
|
We
understand that enforcing verbal relationships is difficult and less preferred
than having written agreements where the terms and conditions are set forth
clearly. At this stage of our existence, however, we choose not to draft
documents to memorialize some of our arrangements, since we cannot afford
involving counsel at expensive rates. We do and will use written arrangements
and counsel advice to the extent financially permissible.
Involvement
in Certain Legal Proceedings
To
the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer,
or
employee: (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 offenses); (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 or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Security
Ownership
of Certain Beneficial Owners and
Management
The
following table sets forth, as of October 1, 2007, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
|
Name
and Address of Beneficial Owners of Common Stock
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership
1
|
%
of Common Stock
2
|
|
Siew
Mee Fam
No
47 Hala Pegoh,
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
Common
Stock
|
600,000
|
27.9%
|
|
Sze
Yein Wong
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
Common
Stock
|
600,000
|
27.9%
|
|
DIRECTORS
AND OFFICERS - TOTAL
|
1,200,000
|
55.8%
|
|
|
5%
SHAREHOLDERS
|
|||
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
| 1. |
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such
date.
|
| 2. |
The
percentage shown is based on denominator of 2,150,000 shares of common
stock issued and outstanding for the company as of October 1,
2007.
|
Description
of
Securities
Our
authorized capital stock consists of 90,000,000 shares of common stock, with
a
par value of $0.001 per share, and 10,000,000 shares of preferred stock, with
a
par value of $0.001 per share. As of October 1, 2007, there were 2,150,000
shares of our common stock issued and outstanding. Our shares are held by forty
(40) stockholders of record. We have not issued any shares of preferred
stock.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to
a
vote of the stockholders, including the election of directors. Except as
otherwise required by law or provided in any resolution adopted by our board
of
directors with respect to any series of preferred stock, the holders of our
common stock will possess all voting power. Generally, all matters to be voted
on by stockholders must be approved by a majority (or, in the case of election
of directors, by a plurality) of the votes entitled to be cast by all shares
of
our common stock that are present in person or represented by proxy, subject
to
any voting rights granted to holders of any preferred stock. Holders of our
common stock representing fifty percent (50%) of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote
by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation. Our Articles of Incorporation do
not
provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our common
stock will be entitled to such cash dividends as may be declared from time
to
time by our board of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution
or
winding up, the holders of shares of
our
common stock will be entitled to receive pro rata all assets available for
distribution to such holders.
In
the
event of any merger or consolidation with or into another company in connection
with which shares of our common stock are converted into or exchangeable for
shares of stock, other securities or property (including cash), all holders
of
our common stock will be entitled to receive the same kind and amount of shares
of stock and other securities and property (including cash). Holders of our
common stock have no pre-emptive rights, no conversion rights and there are
no
redemption provisions applicable to our common stock.
Preferred
Stock
Our
board
of directors is authorized by our articles of incorporation to divide the
authorized shares of our preferred stock into one or more series, each of which
must be so designated as to distinguish the shares of each series of preferred
stock from the shares of all other series and classes. Our board of directors
is
authorized, within any limitations prescribed by law and our articles of
incorporation, to fix and determine the designations, rights, qualifications,
preferences, limitations and terms of the shares of any series of preferred
stock including, but not limited to, the following:
| 1. |
The
number of shares constituting that series and the distinctive designation
of that series
,
which may be by distinguishing number, letter or title
;
|
| 2. |
The
dividend rate on the shares of that series, whether dividends will
be
cumulative, and if so, from which date(s), and the relative rights
of
priority, if any, of payment of dividends on shares of that
series;
|
| 3. |
Whether
that series will have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
|
| 4. |
Whether
that series will have conversion privileges, and, if so, the terms
and
conditions of such conversion, including provision for adjustment
of the
conversion rate in such events as the Board of Directors
determines;
|
| 5. |
Whether
or not the shares of that series will be redeemable, and, if so,
the terms
and conditions of such redemption, including the date or date upon
or
after which they are redeemable, and the amount per share payable
in case
of redemption, which amount may vary under different conditions and
at
different redemption dates;
|
| 6. |
Whether
that series will have a sinking fund for the redemption or purchase
of
shares of that series, and, if so, the terms and amount of such sinking
fund;
|
| 7. |
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
and
the relative rights of priority, if any, of payment of shares of
that
series;
|
| 8. |
Any
other relative rights, preferences and limitations of that
series.
|
Provisions
in Our Articles of Incorporation and By-Laws That Would Delay, Defer or
Prevent
a Change in Control
Our
articles of incorporation authorize our board of directors to issue a class
of
preferred stock commonly known as a "blank check" preferred stock. Specifically,
the preferred stock may be issued from time to time by the board of directors
as
shares of one (1) or more classes or series. Our board of directors, subject
to
the provisions of our Articles of Incorporation and limitations imposed by
law,
is authorized to adopt resolutions; to issue the shares; to fix the number
of
shares; to change the number of shares constituting any series; and to provide
for or change the following: the voting powers; designations; preferences;
and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions, including the following: dividend rights, including
whether dividends are cumulative; dividend rates; terms of redemption, including
sinking fund provisions; redemption prices; conversion rights and liquidation
preferences of the shares constituting any class or series of the preferred
stock.
In
each
such case, we will not need any further action or vote by our shareholders.
One
of the effects of undesignated preferred stock may be to enable the board of
directors to render more difficult or to discourage an attempt to obtain control
of us by means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of our management. The issuance of shares
of
preferred stock pursuant to the board of director's authority described above
may adversely affect the rights of holders of common stock. For example,
preferred stock issued by us may rank prior to the common stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of common stock. Accordingly, the issuance
of
shares of preferred stock may discourage bids for the common stock at a premium
or may otherwise adversely affect the market price of the common
stock.
Dividend
Policy
We
have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share
Purchase Warrants
We
have
not issued and do not have outstanding any warrants to purchase shares of our
common stock.
Options
We
have
not issued and do not have outstanding any options to purchase shares of our
common stock.
Convertible
Securities
We
have
not issued and do not have outstanding any securities convertible into shares
of
our common stock or any rights convertible or exchangeable into shares of our
common stock.
Nevada
Anti-Takeover Laws
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the
acquisition of a controlling interest in certain Nevada corporations unless
the
articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates
a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the state of Nevada and that
have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in the State of Nevada
directly or through an affiliated corporation. Because of these conditions,
the
statute currently does not apply to our company.
Interests
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, 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.
David
S.
Jennings, Esq., our independent legal counsel, has provided an opinion on the
validity of our common stock.
Maddox
Ungar Silberstein, PLLC, has audited our financial statements included in this
prospectus and registration statement to the extent and for the periods set
forth in his audit report. Maddox Ungar Silberstein, PLLC has presented his
report with respect to our audited financial statements. The report of Maddox
Ungar Silberstein, PLLC is included in reliance upon his authority as an expert
in accounting and auditing.
Disclosure
of
Commission Position of Indemnification for Securities
Act Liabilities
Our
articles of incorporation provide that we will indemnify an officer, director,
or former officer or director, to the full extent permitted by law. We have
been
advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act of 1933 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 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.
Organization
within
the Last Five Years
We
were
incorporated as “Windstar, Inc.” in the State of Nevada on September 6, 2007. We
are engaged in the business of developing, producing, and marketing an effective
and inexpensive air purification device.
Our
principal executive offices are located at 50 West Liberty Street, Suite 880,
Reno, NV 89501. Our telephone number is (014) 327-4470. Our operations office
is
located at No. 47 Hala Pegoh, 8 Taman Sri Pengkalan 31650, Ipoh, Perak,
Malaysia. Siew Mee Fam, our officer and director, and Sze Yein Wong, our
director, are persons that may be described as “promoters” as defined in Rule
405 of the Securities Act by virtue of their roles in founding and organizing
our company.
Our
fiscal year end is September 30, 2007. Siew Mee Fam, our officer and director,
and Sze Yein Wong, our director, may be described as a “promoters” as defined in
Rule 405 of the Securities Act by virtue of his role in founding and organizing
our company.
Description
of
Business
Company
Overview
We
were
incorporated as “Windstar, Inc.” in the State of Nevada on September 6, 2007. We
are engaged in the business of developing, producing, and marketing an effective
and inexpensive air purification device.
Our
goal
is to produce an improved air purification device (our “Product”) specifically
for removing the impurities produced while cooking, and for recycling and
redistributing the cleansed air back into the kitchen. Our intention is to
manufacture and distribute our Product to residential consumers in the
Philippines and other Asian countries for everyday use in their
homes.
We
are a
development stage company and have not generated any sales to date. Our product
is still in the development stage and is not yet ready for commercial sale.
We
plan to complete the development of our product in the next six to twelve
months, and begin recognizing revenue from the distribution of our product
by
April, 2009.
The
Market for our Product
In
many
Asian countries, the standard of living has been steadily increasing for the
average citizen as a result of recent economic and political stability. As
a
result, more families are enjoying the benefits of single residence homes,
many
of which include a separate kitchen area for food preparation. Although the
standard of living has been rising, most Asian families still rely on
traditional dietary staples (fried rice, vegetables and various cuts of meat)
to
feed their families. The preparation of these popular dietary choices
historically involves the ingredients being fried in some type of cooking oil,
either in a wok or a skillet, over a large stove-top flame.
The
preparation of a typical Asian meal, particularly on a hot stove, produces
an
exorbitant amount of harsh airborne by-products that can adversely affect the
air quality in the surrounding space, specifically the kitchen. Once infiltrated
by these impurities, the kitchen air may contain large amounts of
particulate-laden steam, smoke, fats, oils, noxious odors and other
chemicals.
We
have
reviewed current air purification systems available in Asia markets, with the
exception of Japan, in which we do not intend to operate. Most Asian kitchens
are equipped with a single fan, usually stationed above the stove area, to
remove any smoke and impurities created in the cooking process. These fans,
however, are largely ineffective and do little more than recirculate the
polluted air. Fans are not effective at improving the overall air quality in
the
room, nor do they reduce any distasteful odors that may be produced while
cooking. Most specialized air purification systems available in Asia require
the
installation of expensive systems of fans, vents, and filters throughout the
kitchen, which is inconvenient and impractical for residential consumers. Other
self-contained purification products similar to ours are only effective at
removing one or two contaminants from the air, and do not address the wide
variety of impurities and odors created by cooking. Our product uses a myriad
of
filters and methods for removing particulate matter, reducing odors, and
cleansing the air.
Air
Purification Methods
There
are
two main methods for disposing of the impurities that commonly infiltrate the
air during cooking. The first type of system simply removes the impure air
from
the kitchen and transports it through vents for release into the atmosphere.
However, venting the impure air to the outside requires the installation of
an
expensive and cumbersome system of filters and vents, which is not a practical
solution for most residential kitchens. Additionally, it is believed that
releasing the impure air to the atmosphere can decrease air quality in the
immediate vicinity, which is inconvenient and may even be restricted in some
areas.
The
second type of air purification system suctions the impure air, cleanses it,
and
then returns it to the kitchen in a cyclical process. This system only requires
the installation of a single, self-contained air purification device in the
kitchen area, where the air is most likely to be affected by cooking
by-products. We have focused the development of our Product on this system
because it is simple, practical, and cost-effective for the residential
consumer.
Among
the
systems that cleanse and recycle the air, several different processes of varying
effectiveness can be used for air purification. Most of the processes are
effective at cleansing the air of a particular contaminant. The most commonly
used processes are:
| 1) |
Filter-based
.
A
filter based purification system suctions the impure air and forces
it
through a filter to physically trap airborne particles. Most filters
are
effective at trapping all particulates that are larger than a particular
size. For example, HEPA (High Efficiency Particulate Air) filters
are most
effective at trapping particles that are 0.3 micrometers in size
or
larger. Some more advance HEPA filters may even trap particles as
small as
0.01 micrometers.
|
| 2) |
Activated
Carbon.
Activated
carbon is a highly porous material that can absorb volatile chemicals
on a
molecular basis, and is effective at removing volatile organic compounds,
chemicals and strong odors from the air. Activated carbon can be
used
alone or in conjunction with other filter technology.
|
| 3) |
Ionization.
Ionizer purifiers use charged electrical surfaces to generate electrically
charged ions. These ions attach to airborne particles which are then
electrostatically attracted to a charged collector plate, thus removing
the pollutants from the air.
|
Our
Product
We
are in
the process of developing an air purification device that is both easily
manufactured and very effective at cleansing the impure air that results from
cooking in home kitchens. Our product is particularly useful for cleansing
the
air of odors, smoke, particulates, and other by-products of Asian-style cooking
techniques employed with stoves, ovens, or indoor grilles.
Our
Product is a self-contained air purification system that utilizes a four-stage
process to remove particulate matter, decrease smoke vapors, and cut down on
noxious odors created by common Asian cooking methods. Our Product differs
from
others currently available in the market because the four-stage process allows
for the optimum removal of an array of contaminants, including particulate
matter, heavy smoke, and odors, as follows:
| 1) |
Air
initially passes through the first stage of our air purification
system,
which is a filter net, designed to trap particulate matter as small
as 0.3
micrometers, in much the same way and to a similar degree as a HEPA
filter. Our system uses an updraft vent to collect the impure air
and
force it into our filtration device. We are currently investigating
the
incorporation of a fan to draw the impure air into our Product. We
will
assess the advantages, such as increased volume and efficiency, and
disadvantages, such as increased noise, required power to operate,
and
expense to manufacture, before deciding if a fan-based system is
warranted.
|
| 2) |
In
the second stage of our system filtered air is passed through an
ionization unit. Here the air will be further purified of particulate
matter by using electrically charged ions to attract airborne particles
and trap them on a charged electrical
surface.
|
| 3) |
The
third stage of our system is an oil collection device, which removes
heavy
grease and oil particles that are produced by cooking fatty foods
over
high flames, and collects the substances in a special collection
tray,
which can be easily removed, cleaned, or replaced as
necessary.
|
| 4) |
The
fourth and final stage of our system is an activated carbon filter,
which
rids the air of odors by absorbing any remaining volatile compounds
on a
molecular level.
|
As
air
flows through our Product, it is filtered and purified multiple times, using
a
variety of methods to remove as many contaminants as possible before
recirculating the recycled air back into the kitchen.
A
distinct benefit of our Product is that the filters essential to each stage
of
purification are contained separately within the unit in special filtration
“drawers,” which are easy to access. This gives the consumer the ability to
remove the filtration units individually to clean or replace them without
needing to remove or replace the entire unit. The diagram below illustrates
the
Product and its component pieces.
Diagram
1
1.
Case
2.
Filter
Unit
3.
Ionization
Unit
4.
Oil
Collectors
5.
Activated
Carbon Unit
6.
Power
Supply
7.
Air
Inlet
Port
8.
Air
Outlet (Exhaust) Port
9.
Smoke
Pipe Connectors
Competition
We
face
some competition in the development, production, and marketing of air filtration
devices. Other companies in this field are established manufacturers who sell
air filtration devices in many countries around the world. These companies
enjoy
brand recognition which exceeds that of our brand name. We compete with several
manufacturers, importers and distributors who have significantly greater
financial, distribution, advertising and marketing resources than we do. We
intend to compete primarily on the basis of quality, brand name recognition
and
price. Also, we are developing our Product specifically for homeowners in the
Philippines and other Asian countries
We
believe that our success will depend upon our ability to remain competitive
in
our product area. The failure to compete successfully in the future could result
in a material deterioration of customer loyalty and our image and could have
a
material adverse effect on our business.
Intellectual
Property
We
intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws in the Philippines and the Asian countries in
which
we plan to do business to protect our intellectual property, including product
formulas, proprietary manufacturing processes and technologies, product research
and concepts and recognized trademarks. These rights are protected through
the
acquisition of patents and trademark registrations, the maintenance of trade
secrets, the development of trade dress, and, where appropriate, litigation
against those who are, in our opinion, infringing these rights.
Brand
Recognition
We
have
selected the name of our company in an attempt to establish our brand name.
Although our name and logo are not trademarked at this time, we anticipate
the
necessity of a trademark upon successful commercialization of our Product in
order to protect our brand integrity.
Patents
We
are in
the process of researching patent rights, and at present we are not aware of
anyone in Asia or the Phillipines having any patents, trademarks and/or
copyright protection for this or any similar product. Upon successful completion
of the development of our Product, we plan to apply for patent protection and/or
copyright protection in the Phillipines, and other jurisdictions in which we
conduct business and distribute our product.
Government
Regulation and Supervision
We
are
subject to the laws and regulations of those jurisdictions in which we plan
to
sell our product, which are generally applicable to business operations, such
as
business licensing requirements, income taxes and payroll taxes. In general,
the
sale of our product in the Philippines is not subject to special regulatory
and/or supervisory requirements.
Employees
We
have
no other employees other than our officers and directors. If finances permit,
however, we intend on employing sales representatives in the Philippines when
our product is ready for production and shipping.
Description
of Property
Our
operations office is located at No. 47 Hala Pegoh, 8 Taman Sri Pengkalan 31650,
Ipoh, Perak, Malaysia. We do not lease or own any real property. Our offices
are
provided free of charge by Siew Mee Fam, our officer and director.
Plan
of Operation
This
prospectus contains forward-looking statements that involve risks and
uncertainties. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date that they are made.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
The
following discussion should be read in conjunction with the consolidated
financial statements and notes thereto included in this prospectus.
Plan
of Operation in the Next Twelve Months
Product
Development
Our
company’s goal is to produce an air purification device that is available to the
public at a price of $20 per unit, so as not to create a financial hardship
on
families who would like cleaner kitchen air. We will achieve this goal by
continuing to develop our product using the best materials and methods available
to achieve the highest quality product at the lowest possible production cost.
We
intend
to continue to test and refine the design of the prototype of our Product over
the coming months. While we feel that our Product in its current form could
compete effectively in the marketplace, we plan to improve the design of our
Product to improve its filtration efficiency and reduce its production cost
as
much as possible. Specifically, we are looking to achieve the
following:
| · |
Creating
the most effective purification system using the least amount of
space;
|
| · |
Making
our product quieter and more energy efficient, to reduce consumer
cost;
|
| · |
Selecting
the best materials available at the lowest cost
possible
|
Depending
upon the success of our initial product, in the future we intend to add
additional components to give consumers more options and increase demand for
our
products.
We
expect
to incur roughly $10,000 on product development in the next twelve
months.
Production
and Distribution
We
do not
currently have any manufacturing facilities. Our directors have contacted
several general manufacturers in the Philippines, and have begun negotiations
for the manufacture of our product on a contract basis. We are currently
negotiating price, payment, customer guarantee, shipping, inventory, delivery
schedule and returns. Production of our Product doesn’t require any facilities
or equipment beyond what is available at any general manufacturer. We could
contract with any general manufacturer to manufacture our product by following
our instructions. Most manufacturers already utilize the same materials we
use
to create our Product, we simply need to provide the design and manufacturing
instructions. We do not anticipate renting a warehouse at this stage of our
business. The manufacturer we select to work with us will provide packaging,
storage, and shipping services for us as part of our agreement.
We
intend
to sell our product in wholesale orders to large kitchen, home appliance, and
residential construction companies. Upon receiving a wholesale order, we will
arrange for manufacture and shipment of the Product to the customer at
pre-negotiated prices from the manufacturer. We anticipate wholesale orders
will
be fulfilled within five business days of placing the order to the manufacturer.
Our Product will arrive at the customer fully assembled, with easy-to-follow
instructions for installation and use. As a result, production of our air
purifiers will not require us to procure any special facilities or equipment.
Marketing
Strategy
The
goal
of our company is for our air purification system to become the leading air
purification product in Asia. In order to achieve our goal, we intend to
complete the development of our initial product and introduce our product to
the
kitchen and home appliance industries within the next twelve months. To increase
consumer awareness of our product among our potential customers, specifically
major kitchen retailers, we intend to specifically engage in the
following:
| · |
Attending
National and Regional Kitchen and Home Appliance Promotions, Events
and
Conferences
:
These are events and conferences managed by regional and central
home
appliance organizations to promote new kitchen products and technology.
We
plan to introduce our products to the home appliance merchants, retailers
and wholesalers in attendance at these events. These events will
also
include trade meetings and promotional events and related seminars
and
conferences.
|
| · |
Developing
Direct Marketing Programs to Attract Retailers
:
We intend to market directly to retailers by conducting seminars,
through
the use of online advertisements, and through traditional media outlets
such as newspapers and trade publications.
|
| · |
Special
Promotions
:
Initially, we intend to offer special promotions to a few major home
appliance retailers by supplying them with a limited amount of our
Product
for sale or distribution to their general customers. Based on customer
feedback, we anticipate these retailers will begin placing regular,
wholesale orders with our company.
|
| · |
Product
Demonstrations:
We
intend to send members of our sale team to various kitchen and home
appliance supply stores and retailers to conduct live demonstrations
of
our product, including assembly, installation, and effectiveness.
|
We
anticipate that the costs associated with our initial marketing program will
be
approximately $6,000. Additional Travel expenses associated with the
development, production, and marketing of our Product are expected to be
approximately $4,000.
Management
Expansion
We
intend
to expand our current management team to retain directors, officers and
employees with experience relevant to our business focus. Our current officers
are highly skilled in technical areas such as research and product development,
and we are looking to add officers who have experience in marketing and business
management to expand our company more effectively.
Sales
Personnel
In
the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan
to
employ salespersons in the Philippines, and other Asian countries to promote
and
sell our Product. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory.
Expenses
We
estimate the costs to implement our business strategy over the following twelve
months to be:
| · |
Travel
and Related expenses, which will consist primarily of our executive
officers and directors visiting home appliance merchants, retailers
and
wholesalers in their sales efforts. We estimate travel and related
expenses for the next twelve months will be approximately
$4,000;
|
| · |
Initial
Marketing, which will consist of the marketing efforts discussed
above,
including direct marketing and attendance at trade shows. We estimate
initial marketing expenses for the next twelve months will be
approximately $6,000;
|
| · |
Research
and Development costs consist of developing and testing our Product
and
determining the best combination of materials and suppliers for
production. We estimate that research and development costs for the
next
twelve months will be approximately
$10,000.
|
We
intend
to obtain business capital through the use of private equity fundraising or
shareholder loans. We anticipate that, in time, the primary source of revenues
for our business model will be the sale of our Product.
Off
Balance Sheet Transactions
We
have
had no off balance sheet transactions.
Significant
Equipment
We
do not
intend to purchase any significant equipment for the next twelve
months.
Results
of Operations for the Period from September 6, 2007 (Date of Inception) until
September 30, 2007
We
generated no revenue for the period from September 6, 2007 (Date of Inception)
until September 30, 2007. Our Operating Expenses during this period equaled
$4,000, consisting entirely of Professional Fees. We, therefore, recorded a
net
loss of $4,000 for the period from September 6, 2007 (Date of Inception) until
September 30, 2007. Our operating expenses are wholly attributable to
professional fees associated with the initial development of our business,
legal
expenses, and consulting fees.
We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan, and the professional fees to be incurred in connection with the filing
of
a registration statement with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our ongoing operating expenses will also
increase once we become a reporting company under the Securities Exchange Act
of
1934.
Liquidity
and Capital Resources
As
of
September 30, 2007, we had total current assets of $39,000, consisting of Cash
in the amount of $35,000 and Prepaid Expenses in the amount of $4,000. We had
no
current liabilities as of September 30, 2007. Thus, we have working capital
of
$39,000 as of September 30, 2007.
Operating
activities used $8,000 in cash for the period from September 6, 2007 (Date
of
Inception) until September 30, 2007. Our net loss of $4,000 represented half
our
negative operating cash flow while our Prepaid Expenses of $4,000 represented
the other half. Financing Activities during the period from September 6, 2007
(Date of Inception) until September 30, 2007 generated $43,000 in cash during
the period.
As
demonstrated above, we expect to spend approximately $20,000 to implement our
business plan over the coming year. Our accounting, legal and administrative
expenses for the next twelve months are anticipated to be $30,000. As of
September 30, 2007, we had $35,000 in cash.
As
of
October 1, 2007, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months
is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient
to
fund our capital expenditures, working capital, or other cash requirements.
We
do not have any formal commitments or arrangements for the sales of stock or
the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.
Going
Concern
We
have
limited working capital and have not yet received revenues from sales of
products. These factors have caused our accountants to express substantial
doubt
about our ability to continue as a going concern. The financial statements
do not include any adjustment that might be necessary if we are unable to
continue as a going concern.
Our
ability to continue as a going concern is dependent on our generating cash
from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful
in
these efforts.
Off
Balance Sheet Arrangements
As
of
September 30, 2007, there were no off balance sheet arrangements.
Certain
Relationships
and Related Transactions
None
of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
| · |
Any
of our directors or officers;
|
| · |
Any
person proposed as a nominee for election as a
director;
|
| · |
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
| · |
Any
of our promoters;
|
| · |
Any
relative or spouse of any of the foregoing persons who has the same
house
address as such person.
|
Market
for
Common Equity and Related Stockholder
Matters
No
Public Market for Common Stock
There
is
presently no public market for our common stock. We anticipate making an
application for trading of our common stock on the NASD over the counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. We can provide no assurance that our shares will
be traded on the bulletin board, or if traded, that a public market will
materialize.
The
Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally 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, provided that current price and volume information with
respect
to
transactions in such securities is provided by the exchange or system. The
penny
stock rules require a broker-dealer, prior to a transaction in a penny stock,
to
deliver a standardized risk disclosure document prepared by the Commission,
that: (a) contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;(b) contains
a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for
penny
stocks and the significance of the spread between the bid and ask price;(d)
contains a toll-free telephone number for inquiries on disciplinary actions;(e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and;(f) contains such other information and is in
such
form, including language, type, size and format, as the Commission shall require
by rule or regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with; (a) bid and offer quotations for the penny stock;(b)
the compensation of the broker-dealer and its salesperson in the transaction;(c)
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and (d) a monthly account statements showing the market value of each penny
stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity
in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common Stock
Currently,
we have forty (40) holders of record of our common stock.
Rule
144 Shares
None
of
our common stock is currently available for resale to the public under Rule
144.
Of
the
shares being registered, 950,000 shares held by thirty-eight (38) shareholders
will be available for resale in September of 2008, depending on exactly when
they purchased their shares, all in accordance with the volume and trading
limitations of Rule 144 of the Securities Act of 1933.
Siew
Mee
Fam and Sze Yein Wong, as affiliates, will be able to sell their shares, in
accordance with the volume and trading limitations of Rule 144 of the Securities
Act of 1933, starting in September of 2008.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled
to
sell within any three month period a number of shares that does not exceed
the
greater of:
| 1. |
one
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 9,500 shares
as
of the date of this prospectus, or;
|
| 2. |
the
average weekly trading volume of the company's common stock during
the
four calendar weeks preceding the filing of a notice on form 144
with
respect to the sale.
|
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under
Rule 144(k), a person who is not one of the company's affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
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.
We
are
paying the expenses of the offering because we seek to: (i) become a reporting
company with the Commission under the Securities Exchange Act of 1934; and
(ii)
enable our common stock to be traded on the NASD over-the-counter bulletin
board. We plan to file a Form 8-A registration statement with the Commission
prior to the effectiveness of the Form SB-2 registration statement. The filing
of the Form 8-A registration statement will cause us to become a reporting
company with the Commission under the 1934 Act concurrently with the
effectiveness of the Form SB-2 registration statement. We must be a reporting
company under the 1934 Act in order that our common stock is eligible for
trading on the NASD over-the-counter bulletin board. We believe that the
registration of the resale of shares on behalf of existing shareholders may
facilitate the development of a public market in our common stock if our common
stock is approved for trading on a recognized market for the trading of
securities in the United States.
We
consider that the development of a public market for our common stock will
make
an investment in our common stock more attractive to future investors. We
believe that obtaining reporting company status under the 1934 Act and trading
on the OTCBB should increase our ability to raise these additional funds from
investors.
Dividends
There
are
no restrictions in our articles of incorporation or bylaws that prevent us
from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where after giving effect to the distribution of the
dividend:
| 1. |
we
would not be able to pay our debts as they become due in the usual
course
of business, or;
|
| 2. |
our
total assets would be less than the sum of our total liabilities
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the
distribution.
|
We
have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Executive
Compensation
Summary
Compensation Table
The
table
below summarizes all compensation awarded to, earned by, or paid to our sole
executive officer for all services rendered in all capacities to us for the
period from inception (September 6, 2007) through September 30,
2007.
|
SUMMARY
COMPENSATION TABLE
|
||||||||
|
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
I
ncentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Siew
Mee Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to Summary Compensation Table
Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future. Our decision to compensate officers
depends on the availability of our cash resources with respect to the need
for
cash to further business purposes.
Outstanding
Equity Awards at Fiscal Year-End
The
table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of September 30,
2007.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Siew
Mee Fam
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
There were no grants of stock options since inception to date of this Prospectus.
Director
Compensation
The
table
below summarizes all compensation awarded to, earned by, or paid to our
directors for all services rendered in all capacities to us for the period
from
inception (September 6, 2007) through September 30, 2007.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Siew
Mee Fam
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Sze
Yein Wong
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
We
do not
intend on compensating our directors for their services.
Financial
Statements
Index
to
Financial Statements:
Audited
financial statements for the period from September 6, 2007 (Date of Inception)
through September 30, 2007:
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To
the
Board of Directors of
Windstar,
Inc.
Reno,
Nevada
We
have
audited the accompanying balance sheet of Windstar, Inc. as of September
30,
2007, and the related statements of operations, stockholders’ equity, and cash
flows for September 6, 2007 (date of inception) through September 30, 2007.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements
based
on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement
.
The
Company has determined that it is not required to have, nor were we engaged
to
perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting
as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit 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 Windstar, Inc. as of September
30,
2007, and the results of its operations and cash flows for the period then
ended, in conformity with U.S. generally accepted accounting
principles.
The
accompanying consolidated financial statements have been prepared assuming
that
the Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has limited working capital, has received
limited revenue from sales of its products, and has incurred losses from
operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans with regard to these matters are
described in Note 4. The accompanying financial statements do not include
any
adjustments that might result from the outcome of this uncertainty.
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
October
3, 2007
WINDSTAR
,
INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
As
of September 30, 2007
|
ASSETS
|
||
|
Current
Assets
|
||
|
Cash
and equivalents
|
$
|
35,000
|
|
Prepaid
expenses
|
4,000
|
|
|
TOTAL
ASSETS
|
$
|
39,000
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
|
Current
Liabilities
|
$
|
-0-
|
|
Stockholders’
Deficit
|
||
|
Common
Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
shares
issued and outstanding
|
2,150
|
|
|
Additional
paid-in capital
|
40,850
|
|
|
Deficit
accumulated during the development stage
|
(4,000)
|
|
|
Total
stockholders’ equity
|
39,000
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
39,000
|
See
accompanying notes to financial statements.
WINDSTAR
,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF OPERATIONS
Period
from September 6, 2007(Inception) to September 30, 2007
|
Period
from
September
6, 2007
(Inception)
to
September
30,
2007
|
||
|
Revenues
|
$
|
-0-
|
|
Expenses
:
|
||
|
Professional
fees
|
4,000
|
|
|
Net
Loss
|
$
|
(4,000)
|
|
Net
loss per share:
|
||
|
Basic
and diluted
|
$
|
(0.01)
|
|
Weighted
average shares outstanding:
Basic and diluted
|
2,150,000
|
|
See
accompanying notes to financial statements.
WINDSTAR
,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY
Period
from September 6, 2007 (Inception) to September 30,
2007
|
|
|
Common
stock
|
|
Additional
paid-in
|
Deficit
accumulated during the development
|
|||||||||
|
|
|
Shares
|
|
|
Amount
|
|
capital
|
|
stage
|
Total
|
||||
|
Issuance
of common stock
for
cash @$.001
|
2,150,000
|
$
|
2,150
|
$
|
40,850
|
$
|
-
|
$
|
43,000
|
|||||
|
Net
loss for the period
|
-
|
-
|
-
|
(4,000)
|
|
(4,000)
|
||||||||
|
Balance,
September 30, 2007
|
2,150,000
|
$
|
2,150
|
$
|
40,850
|
$
|
(4,000)
|
|
$
|
39,000
|
||||
See
accompanying notes to financial statements.
WINDSTAR
,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CASH FLOWS
Period
from September 6, 2007 (Inception) to September 30, 2007
|
Period
From
September 6,
2007
(Inception)
to
September 30,
2007
|
||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||
|
Net
loss
|
$
|
(4,000)
|
| Change in non-cash working capital items | ||
|
Prepaid
expenses
|
(
4,000)
|
|
|
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
(8,000)
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||
|
Proceeds
from sales of common stock
|
43,000
|
|
|
NET
INCREASE IN CASH
|
35,000
|
|
|
Cash,
beginning of period
|
-0-
|
|
|
Cash,
end of period
|
$
|
35,000
|
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||
|
Interest
paid
|
$
|
-0-
|
|
Income
taxes paid
|
$
|
-0-
|
See
accompanying notes to financial statements.
WINDSTAR
,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2007
NOTE
1 -
SUMMARY OF ACCOUNTING POLICIES
Nature
of
Business
Windstar,
Inc. (“Windstar”) is a development stage company and was incorporated in Nevada
on September 6, 2007. The Company is developing a cooking smoke purifier.
Windstar operates out of office space owned by a director and stockholder
of the
Company. The facilities are provided at no charge. There can be no assurances
that the facilities will continue to be provided at no charge in the
future.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”. A development-stage enterprise is one in which
planned principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Cash
and
Cash Equivalents
Windstar
considers all highly liquid investments with maturities of three months or
less
to be cash equivalents. At September 30, 2007 the Company had $35,000 of
unrestricted cash that was being held in an escrow account by its outside
attorneys, to be used for future business operations.
Fair
Value of Financial Instruments
Windstar’s
financial instruments consist of cash and cash equivalents. The carrying
amount
of these financial instruments approximates fair value due either to length
of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset
and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of
assets
and liabilities and are measured using the currently enacted tax rates and
laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
WINDSTAR,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2007
NOTE
1 -
SUMMARY OF ACCOUNTING POLICIES (continued)
Use
of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles 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 the financial statements and
the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
Accounting Pronouncements
Windstar
does not expect the adoption of recently issued accounting pronouncements
to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE
2 -
PREPAID EXPENSES
Prepaid
expenses at September 30, 2007 consisted of an advance retainer paid to the
firms outside independent auditors for services to be rendered for periods
after
September 30, 2007.
NOTE
3 -
INCOME TAXES
For
the
period ended September 30, 2007, Windstar has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated by
the
loss carry-forward has been fully reserved. The cumulative net operating
loss
carry-forward is approximately $4,000 at September 30, 2007, and will expire
in
the year 2027.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2007
|
||
|
Deferred
tax asset attributable to:
|
||
|
Net
operating loss carryover
|
$
|
1,360
|
|
Valuation
allowance
|
(1,360)
|
|
|
Net
deferred tax asset
|
$
|
-
|
WINDSTAR,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2007
NOTE
4 -
LIQUIDITY AND GOING CONCERN
Windstar
has limited working capital and has not yet received revenues from sales
of
products or services. These factors create substantial doubt about the Company’s
ability to continue as a going concern. The financial statements do not include
any adjustment that might be necessary if the Company is unable to continue
as a
going concern.
The
ability of Windstar to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s plans include
selling its equity securities and obtaining debt financing to fund its capital
requirement and ongoing operations; however, there can be no assurance the
Company will be successful in these efforts.
Changes
In
and Disagreements with Accountants
We
have
had no changes in or disagreements with our accountants.
Available
Information
We
have
filed a registration statement on form SB-2 under the Securities Act of 1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is filed as a
part
of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made
in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F. Street, N.E. Washington, D.C. 20549. Please
Call
the Commission at 1-800-SEC-0330 for further information on the operation of
the
public reference rooms. The Securities and Exchange Commission also maintains
a
Web Site at http://www.sec.gov that contains reports, proxy Statements and
information regarding registrants that files electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on
this
site.
If
we are
not required to provide an annual report to our security holders, we intend
to
still voluntarily do so when otherwise due, and will attach audited financial
statements with such report.
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 dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part
II
Information
Not Required In the Prospectus
Item
24. Indemnification of Directors and Officers
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under
the
governing Nevada statutes, director immunity from liability to a company or
its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's articles of incorporation. Our articles
of
incorporation do not contain any limiting language regarding director immunity
from liability. Excepted from this immunity are:
| 1. |
a
willful failure to deal fairly with the company or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
| 2. |
a
violation of criminal law (unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful);
|
| 3. |
a
transaction from which the director derived an improper personal
profit;
and
|
| 4. |
willful
misconduct.
|
Our
bylaws provide that we will indemnify our directors and officers to the fullest
extent not prohibited by Nevada law; provided, however, that we may modify
the
extent of such indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required to indemnify
any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless:
| 1. |
such
indemnification is expressly required to be made by
law;
|
| 2. |
the
proceeding was authorized by our Board of
Directors;
|
| 3. |
such
indemnification is provided by us, in our sole discretion, pursuant
to the
powers vested us under Nevada law;
or;
|
| 4. |
such
indemnification is required to be made pursuant to the
bylaws.
|
Our
bylaws provide that we will advance to 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,
by
reason of the fact that he is or was a director or officer, of the company,
or
is or was serving at the request of the company as a director or executive
officer
of
another company, partnership, joint venture, trust or other enterprise, prior
to
the final disposition of the proceeding, promptly following request therefore,
all expenses incurred by any
director
or officer in connection with such proceeding upon receipt of an undertaking
by
or on behalf of such person to repay said amounts if it should be determined
ultimately that such person is not entitled to be indemnified under our bylaws
or otherwise.
Our
bylaws provide that no advance shall be made by us to an officer of the company,
except by reason of the fact that such officer is or was a director of the
company in which event this paragraph shall not apply, in any action, suit
or
proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors
by
a majority vote of a quorum consisting of directors who were not parties to
the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a
quorum of disinterested directors so directs, by independent legal counsel
in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed to the best interests of the company.
Item
25. Other Expenses of Issuance and Distribution
The
estimated costs of this offering are as follows:
|
Securities
and Exchange Commission registration fee
|
$
|
1
|
|
Federal
Taxes
|
$
|
0
|
|
State
Taxes and Fees
|
$
|
0
|
|
Listing
Fees
|
$
|
0
|
|
Printing
and Engraving Fees
|
$
|
1,000
|
|
Transfer
Agent Fees
|
$
|
1,000
|
|
Accounting
fees and expenses
|
$
|
15,000
|
|
Legal
fees and expenses
|
$
|
10,000
|
|
Total
|
$
|
27,001
|
All
amounts are estimates.
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.
Item
26. Recent Sales of Unregistered Securities
We
issued
600,000 shares of common stock on September 6, 2007, to Siew Mee Fam, our
officer and director. These shares were issued pursuant to Regulation S of
the
Securities Act of 1933 (the "Securities Act") at a price of $0.02 per share,
for
total proceeds of $12,000. The 600,000 shares of common stock are restricted
shares as defined in the Securities Act.
We
issued
600,000 shares of common stock on September 6, 2007, to Sze Yein Wong, our
director. These shares were issued pursuant to Regulation S of the Securities
Act of 1933 (the "Securities Act") at a price of $0.02 per share, for total
proceeds of $12,000. The 600,000 shares of common stock are restricted shares
as
defined in the Securities Act.
We
completed a private placement of 950,000 shares of our common stock pursuant
to
Regulation S of the 1933 Act on September 6, 2007. All shares were issued at
a
price of $0.02 per share. We received proceeds of $19,000 from the offering.
Each purchaser represented to us that the purchaser was a Non-US Person as
defined in Regulation S. We did not engage in a distribution of this offering
in
the United States. Each purchaser represented their intention to acquire the
securities for investment only and not with a view toward distribution. All
purchasers were given adequate access to sufficient information about us to
make
an informed investment decision. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved. The selling stockholders named in this prospectus include all of
the
purchasers who purchased shares pursuant to this Regulation S
offering.
Item
27. Exhibits
|
Exhibit
Number
|
Description
|
|
24.1
|
Power
of Attorney (see attached signature
page)
|
Item
28. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act to any
purchaser,
(a)
If
the Company is relying on Rule 430B:
i.
Each
prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed
to be
part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
ii.
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating to
the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; 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 effective
date, 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 effective date; or
(b)
If
the Company is subject to Rule 430C:
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of securities: The
undersigned registrant undertakes that in a primary offering of securities
of
the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer and sell such securities to the
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating
to
the offering containing material information about the undersigned registrant
or
its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6)
Insofar as Indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel 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 as expressed in the Act and will be governed by the final
adjudication of such issue.
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 SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned,
in
the
City of Reno, Nevada on October 18, 2007
.
Windstar,
Inc.
By:
/s/ Siew Mee Fam
Siew
Mee
Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jennie Slade 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 U.S. 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.
Windstar,
Inc.
By:
/s/ Siew Mee Fam
Siew
Mee
Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
By:
/s/ Sze Yein Wong
Sze
Yein
Wong
Director
October
18, 2007