As filed with the Securities and Exchange Commission on October 30, 2007
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
IVPSA CORPORATION
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(Name of small business issuer in its charter)
NEVADA 3841 41-2242019
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(State or other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification
Number)
2235 E. Flamingo, Suite 114, Las Vegas, NV 89119
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(Address of Principal Executive Offices) (Zip Code)
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
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(Name, address and telephone number of agent for service)
Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
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Fax: (702) 221-1963
Approximate date of proposed commencement of sale to the public: As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
Calculation of Registration Fee
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED RESISTERED SHARE(1) PRICE(1) FEE
Common stock
$0.001 par value 6,873,750(1) $0.02(2) $137,475.00 $ 4.22
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TOTAL 6,873,750 N/A $137,475.00 $ 4.22
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(1) Represents common shares currently outstanding to be sold by the selling security holders.
(2) There is no current market for the securities and the price at which the shares held by the selling security holders will be sold is unknown. Although the registrant's common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock, in good faith and for purposes of the registration fee, based on $0.02 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2007
IVPSA Corporation
6,873,750 shares of common stock held by stockholders
This prospectus relates to the resale by certain selling security holders of the Company of up to 6,873,750 shares of common stock, referred to as selling securityholders throughout this document. Upon the effectiveness of this prospectus: the Selling Shareholders may sell the shares as detailed in the section entitled "Plan of Distribution."
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.
Each of the selling stockholders may be deemed to be an "underwriter," as such term is defined in the Securities Act of 1933.
There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. As of October 25, 2007, we have 10,873,750 common shares issued and outstanding. Our common stock is not traded on any exchange or in the over-the-counter market. After this Registration statement becomes effective, we expect to have a broker dealer file an application with the National Association of Securities Dealers, Inc. for our common stock to eligible for trading on the OTC Bulletin Board. Until our common stock is quoted on the OTC-BB, the offering will be made at $0.02 per share.
The purchase of the securities offered through this prospectus involves a high degree of risk.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus Is: [date]
PAGE
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Part I
PROSPECTUS SUMMARY...................................................... 3
THE OFFERING. .......................................................... 3
SUMMARY FINANCIAL INFORMATION........................................... 4
RISK FACTORS............................................................ 5
RISK FACTORS RELATING TO OUR COMPANY.................................... 5
RISK FACTORS RELATING TO OUR COMMON SHARES..............................14
CAPITALIZATION .........................................................18
FORWARD-LOOKING STATEMENTS..............................................19
OFFERING INFORMATION....................................................19
USE OF PROCEEDS.........................................................19
DETERMINATIN OF THE OFFERING PRICE......................................19
DILUTION................................................................19
DESCRIPTION OF BUSINESS.................................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............27
LEGAL PROCEEDINGS.......................................................30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............30
EXECUTIVE COMPENSATION..................................................32
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........34
CERTAIN RELATINSHIPS AND RELATED TRANSACTIONS...........................36
PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS...........................37
DIVIDEND POLICY.........................................................43
SHARE CAPITAL ..........................................................44
LEGAL MATTERS...........................................................46
EXPERTS.................................................................47
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................47
WHERE YOU CAN FIND MORE INFORMATION.....................................48
FINANCIAL STATEMENTS....................................................49
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...........................II-2
RECENT SALES OF UNREGISTERED SECURITIES...............................II-2
EXHIBITS..............................................................II-3
UNDERTAKINGS..........................................................II-4
POWER OF ATTORNEY.....................................................II-6
SIGNATURES............................................................II-6
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The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
Corporate Background
The Company was organized August 14, 2006 (Date of Inception) under the laws of the State of Nevada, as IVPSA Corporation. The Company was incorporated as a subsidiary of Eaton Laboratories, Inc., ("Eaton"), a Nevada corporation.
Eaton Laboratories. IVPSA's parent corporation set October 30, 2006 to spin off its wholly-owned subsidiary, IVPSA Corporation.
On November 1, 2006, the record shareholders of Eaton received one (1) unregistered common share, par value $0.001, of IVPSA Corporation common stock for every share of Eaton Laboratories common stock owned. All shares issued by the Company were issued under Section 4(2) of the Securities Act of 1933. The IVPSA Corporation stock dividend was be based on 10,873,750 shares of Eaton common stock that were issued and outstanding as of the record date.
Eaton retained no ownership in IVPSA Corporation following the spin off. Further, IVPSA Corporation is no longer a subsidiary of Eaton. At the time of spin off, all of the medical device operations of Eaton Laboratories were transferred into IVPSA Corporation.
Securities Being Offered Up to 6,873,750 shares of our common stock.
Offering Price The offering price of the common stock is $0.02
per share. We intend to apply to the NASD Over-the-
Counter Bulletin Board electronic quotation service
to allow the trading of our common stock after this
prospectus is declared effective by the U. S.
Securities and Exchange Commission. If our common
stock becomes so traded and at the time of sale or
by private transaction negotiated by the selling
shareholders. The offering price would thus be
determined by market factors and the independent
decisions of the selling shareholders.
Securities Issued 10,873,750 shares of our common stock are issued
and outstanding as of the date of this prospectus.
All of the common stock to be sold under this
prospectus will be sold by existing shareholders and
thus there will be no increase in our issued and
outstanding shares as a result of this offering.
3
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Distribution Ratio Eaton distributed to Eaton stockholders an
aggregate of approximately 10,873,750 shares of
Common Stock of IVPSA, based on 10,873,750
Eaton shares outstanding on the record date.
Therefore, for every one share of Eaton common
stock that you owned of record on October 30, 2006,
you received one share of IVPSA Corporation
Common Stock.
Use of proceeds We will not receive any proceeds from the sale of
The common stock by the selling shareholders.
Risk Factors See "Risk Factors" and the other information in this
prospectus for a discussion of the factors you
should consider before deciding to invest in our
common shares.
OTC/BB symbol Not applicable
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For The Period
August 14, 2006
(Inception) to
August 31, 2007
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Statement of Operations Data:
Revenues $ -
Net Loss $(36,430)
Net Loss Per Common Share - Basic and Diluted $ (0.00)
Weighted Average Common Shares Outstanding - 10,873,750
Basic and Diluted
Balance sheet data:
August 31, 2007
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Working Capital $ -
Total Assets $ -
Stockholders' Equity $ -
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All parties and individuals reviewing this Form SB-2 and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this registration statement should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.
YOU SHOULD READ THE FOLLOWING RISK FACTORS CAREFULLY BEFORE PURCHASING OUR
COMMON STOCK.
1. Since we are a development stage medical device company, we have generated no revenues, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plan.
Our company was incorporated on August 14, 2006, we are a spin off of Eaton Laboratories, which was incorporated February 2, 2000; we have realized no revenues. We have no solid operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, there are no assurances that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this distribution.
2. If our business plan is not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.
As discussed in the Notes to Financial Statements included in this registration statement, at August 31, 2007 we had no working capital. We had a net loss of approximately $(36,430) for the period August 14, 2006 (inception) to August 31, 2007.
These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period August 14, 2006 (inception) to August 31, 2007. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business plans may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.
3. We expect losses in the future because we have little revenue.
We have generated no revenues , we are expect losses over the next twelve (12) months since we have no revenues to offset the expenses associated in executing our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations as a going concern. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
4. IVPSA has no operating history as an independent public company and may be unable to operate profitably as a stand-alone company.
Although Eaton Laboratories has operated as a reporting public company since 2005 and has been working on the development of generic pharmaceutical formulations, IVPSA Corporation does not have an operating history as an independent public company. Eaton Laboratories had no revenues up to the time of the spin off. Historically, since the businesses that comprise each of IVPSA and Eaton have been under one ultimate parent, they have been able to rely, to some degree, on the earnings, assets, and cash flow of each other for capital requirements. After the Distribution, IVPSA Corporation will be an independent company, unable to rely on Eaton Laboratories. Following the Distribution, IVPSA Corporation will maintain its own credit and banking relationships and perform its own financial and investor relations functions. IVPSA may not be able to successfully put in place the financial, administrative and managerial structure necessary to operate as fully reporting independent public company, and the development of such structure will require a significant amount of management's time and other resources.
5. Since our officer works or consults for other companies, his other activities could slow down our operations.
T. J. Jesky, our sole officer does not devote all of his time to our operations. He is semi-retired and devotes his time to his family and personal activities. Therefore, it is possible that a conflict of interest with regard to his time may arise based on his involvement in other activities. His other activities will prevent him from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations.
T. J. Jesky, the President and Director of the company, currently devotes approximately 5-10 hours per week to company matters. The responsibility of developing the company's business, the distribution of the shares through this prospectus and fulfilling the reporting requirements of a public company all fall upon Mr. Jesky. Mr. Jesky was the former President of Eaton Laboratories, the Company that spun off IVPSA Corporation. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. Mr. Jesky intends to limit his role in his other activities and devote more of his time to IVPSA Corporation after we attain a sufficient level of revenue and are able to provide sufficient officers' salaries per our business plan. In the event he is unable to fulfill any aspect of her duties to the company we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.
6. Our sole officer, Mr. T. J. Jesky, has no prior experience in running a medical device company.
Our sole executive officer has no experience in operating a medical device company prior to IVPSA Corporation Mr. Jesky did serve as President of Eaton Laboratories from February 2, 2000 (inception) until March 2007. Due to his lack of experience in running a medical device company, our executive officer may make wrong decisions and choices regarding key decisions on behalf of the Company. Consequently, our Company may suffer irreparable harm due to management's lack of experience in this industry.
7. If we are unable to obtain additional funding, our business operations will be harmed. Even if we do obtain additional financing our then existing shareholders may suffer substantial dilution.
As of August 31, 2007, we had no working cash nor equivalents. We need at least five hundred dollars ($500,000) in order to obtain FDA (Food and Drug Administration) approval to market our potential medical device. We determined that $500,000 is needed for: 1) engineering design and specifications of the medical device; 2) production of the medical devise; 3) FDA application process; 4) conducting the necessary FDA studies; and 5) producing a working inventory of the medical device.
The company has yet to find sourcing for this endeavor. The Company has initial plans to develop a catheter medical device. The regulatory requirements of the FDA will be capital intensive, this project will also require a larger working capital basis to maintain adequate inventories of the approved product. This need for additional funds will be derived from future stock offerings. These future offerings could significantly dilute the value of any previous investor's investment. If and when FDA approval can be obtained for this product, the Company will be required to produce product for distribution. The company anticipates that its budge for $500,000 will include retail inventory of the medical device.
There are no guarantees given that the Company will be able to find the necessary financing or the necessary financing will be available, if required or if available, will be on terms and conditions satisfactory to management. The above outlined capital problems which could significantly affect the value of any Common Shares and could result in the loss of an investor's entire investment.
8. We may not be able to raise sufficient capital or generate adequate revenue to meet our obligations and fund our operating expenses.
Failure to raise adequate capital and generate adequate sales revenues to meet our obligations and develop and sustain our operations could result in reducing or ceasing our operations. Additionally, even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. Our independent auditors currently included an explanatory paragraph in their report on our financial statements regarding concerns about our ability to continue as a going concern.
9. We may not be able to compete with larger medical device companies, the majority of whom have greater resources and experience than we do.
The Company has no way of knowing that other companies may be working on bringing the same medical device into the market. In order to obtain FDA approval to market a medical device, it can take almost a twelve (12) to eighteen (18) months to obtain approval from the FDA. And, there is no way to know if someone else has submitted similar paperwork beforehand. Therefore, there is always a possibility that similar medical device may enter the market before our licensed product.
Many of the Company's competitors are significantly larger and have substantially greater financial, distribution, marketing and other resources and have achieved better recognition for their brand names for product lines or certain products than the Company. There is no assurance that the Company will be able to compete successfully against present or future competitors or that competitive pressures faced by the Company will not have a material adverse effect on the Company.
10. If we receive regulatory approval we will also be subject to ongoing FDA obligation and continued regulatory review.
Any regulatory approvals that we receive for our products may also be subject to limitations on the indicated uses for which the product may be marketed or contain requirements for potentially costly post-marketing follow-up studies. In addition we or our third party manufacturers may be required to undergo a pre-approval inspection of manufacturing facilities by the FDA and foreign authorities before obtaining marketing approval and will be subject to periodic inspection by the FDA and corresponding foreign regulatory authorities under reciprocal agreements with the FDA. Such inspections may result in compliance issues that could prevent or delay marketing approval or require the expenditure of money or other resources to correct noncompliance.
If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, our collaborators, or us, including requiring withdrawal of the product from the market. Our product candidates will also be subject to ongoing FDA requirements for the labeling, packaging, storage, advertising, promotion, record-keeping, and submission of safety and other post-market information on the drug. If our product candidates fail to comply with applicable regulatory requirements, a regulatory agency may:
o issue warning letters;
o impose civil or criminal penalties;
o withdraw regulatory approval;
o suspend any ongoing clinical trials;
o refuse to approve pending applications or supplements to approved applications filed by us or our collaborators;
o impose restrictions on operations, including costly new manufacturing requirements; or
o seize or detain products or require a product recall.
If we fail to comply with applicable domestic regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, and criminal prosecution.
11. We face the risk of not being able to comply with each of the steps in the FDA pre-marketing approval process.
If we are successfully in raising the required funds to develop our first medical device, there are no assurances that we can comply with the required steps in the FDA pre-marketing approval process. This includes compiling studies accepted by FDA to their satisfaction. Failure to do so, would result in compiling new studies at an added expense to the Company. We may not have the required funds to repeat FDA compliance studies. This would mean we would either need to seek more funding or close our business operations.
12. To be successful, medical device(s) must be accepted by health care professionals, who can be very slow to adopt or unreceptive to new technologies and products.
Our future medical devices, if approved for marketing, may not achieve market acceptance since hospitals, physicians, patients or the medical community in general may decide to not accept and utilize these products. The product candidates that we are attempting to develop represent substantial departures from established treatment methods and will compete with a number of more conventional drugs and therapies manufactured and marketed by major medical device companies. The degree of market acceptance of any of our developed products will depend on a number of factors, including:
o our establishment and demonstration to the medical community of the clinical efficacy and safety of our product candidates;
o our ability to create products that are superior to alternatives currently on the market, including in terms of pricing and cost-effectiveness, relative convenience, and ease of administration;
o the prevalence and severity of adverse side effects; and
o our ability to establish in the medical community the potential advantage of our treatments over alternative treatment methods.
If the health care community does not accept our products for any of the foregoing reasons, our revenues from the sale of any approved product would be significantly reduced.
13. If we are unable to obtain and maintain patent and other intellectual property ownership rights relating to the development medical devices, then we may not be able to sell any medical devices, which would have a material adverse impact on our results of operations and the price of our common stock.
We currently do not own any right, title or interest in any patent application for any medical device. If in the future we do file a patent application, there are no assurances that it will not be successfully challenged or circumvented by competitors or others. We have no assurance that the United States Patent and Trademark Office will issue the Patent or that the scope of any claims granted in an issued patent will provide broad protection or a competitive advantage to us. If the Patent fails to issue in sufficient scope or at all, or if the patent issues but we fail to maintain and enforce our rights in the issued patent, or if we fail to maintain and protect our rights in our other intellectual property, including our know- how, trade secrets and trademarks, such failures, individually and in the aggregate, could have a material adverse effect upon our business prospects, financial condition and results of operations. If such patents issue, they will be presumed valid, but there is no assurance that they will not be successfully challenged or circumvented by competitors or others.
We also rely upon trade secrets and other unpatented proprietary technology. No assurance can be given that we can meaningfully protect our rights with regard to such unpatented proprietary technology or that competitors will not duplicate or independently develop substantially equivalent technology.
14. The reimbursement status of newly approved healthcare products and treatments is no established and failure to obtain adequate reimbursement could limit our ability to market any products we may develop.
Our ability to commercialize our product candidates in domestic markets successfully will depend in part on the extent to which governmental authorities, private health insurers, managed care programs, and other organizations establish appropriate coverage and reimbursement levels for the cost of our products and related treatments. There is significant uncertainty related to the reimbursement of newly approved medical devices. Third party payors are increasingly attempting to contain healthcare costs and challenging the prices charged for medical products and services, both by limiting coverage and by reducing the level of reimbursement for medical devices. For example, the trend toward managed health care in the United States, which could significantly influence the purchase of health care services and products, as well as legislative proposals to reform health care or reduce government insurance programs, may result in lower prices for our product candidates or exclusion of our product candidates from coverage and reimbursement programs. If third parties fail to provide adequate reimbursement for our products, consumers and health care providers may choose not to use our products, which could significantly reduce our revenues from the sale of any approved product and prevent us from realizing an acceptable return on our investment in product development.
15. We have no commercial production capability and we may encounter production problems or delays, which could result in lower revenues.
To date, we have not produced any product. To achieve anticipated customer demand levels we will need to find suppliers who can contract manufacturer the products for us and provide us with adequate levels of inventory. Our contract manufacturers may not be able to maintain acceptable quality standards. If we cannot achieve the required level and quality of production, we may need to outsource production or rely on licensing and other arrangements with third parties. We may not be able to successfully outsource our production or enter into licensing or other arrangements under acceptable terms with these third parties, which could adversely affect our business. Our inability to identify potential manufacturers, or to enter into or maintain agreements with them on acceptable terms, could delay or prevent the commercialization of our products, which would adversely affect our ability to generate revenues and could prevent us from achieving or maintaining profitability. In addition reliance on third-party manufacturers could reduce our gross margins and expose us to the risks inherent in relying on others. We may also encounter problems with production yields, shortages of qualified personnel, production costs, and the development of advanced manufacturing techniques and process controls.
16. We will be required to comply with Good Manufacturing Requirements, and our failure to do so may subject us to fines and other penalties.
We, or our other third party manufacturers of our products must comply with current good manufacturing practice, or cGMP, requirements demanded by customers and enforced by the FDA through its facilities inspection program.
These requirements include quality control, quality assurance, and the maintenance of records and documentation. We, our collaborators, or other third party manufacturers of our products may be unable to comply with these cGMP requirements and with other FDA, state, and foreign regulatory requirements. These requirements may change over time and we, or third party manufacturers, may be unable to comply with the revised requirements. A failure to comply with these requirements may result in fines and civil penalties, suspension of production, suspension or delay in product approval, product seizure or recall, or withdrawal of product approval. If the safety of any quantities supplied by third-parties is compromised due to their failure to adhere to applicable laws or for other reasons, we may not be able to obtain regulatory approval for, or successfully commercialize, product candidates that we may develop.
17. We may incur substantial liabilities from any product liability claims, including claims made against third parties we have agreed to indemnify.
We face an inherent risk of product liability exposure related to the testing of our product candidates in human clinical trials, and will face an even greater risk if we sell our product candidates commercially. An individual may bring a liability claim against us if one of our product candidates causes, or merely appears to have caused, an adverse effect or injury. These risks will exist even for products developed that may be cleared for commercial sale. If we cannot successfully defend ourselves against any product liability claims, we may incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in any one or a combination of the following:
o injury to our reputation;
o withdrawal of clinical trial participants;
o costs of related litigation;
o substantial monetary awards to patients or other claimants;
o decreased demand for our product candidates;
o loss of revenues; and
o the inability to commercialize our product candidates.
We intend to secure limited product liability insurance coverage, but we may not be able to obtain such insurance on acceptable terms with adequate coverage, or at reasonable or affordable costs. The amount of insurance coverage we obtain may not be adequate to protect us from all liabilities. We may not have sufficient resources to pay for any liabilities resulting from a claim beyond the limit of, or excluded from, our insurance coverage.
18. Our exclusive option agreement with the Cleveland Clinic is scheduled to expire on March 26, 2008.
We have entered into an exclusive option agreement with the Cleveland Clinic to develop a medical device. This option agreement is due to expire on March 26, 2008. If we are unable to renew this agreement, we would have no rights to any technology to develop products. This is a substantial risk to the Company. If the Cleveland Clinic fails to renew this agreement with us, and we were unable to find another medical device opportunity, we would be unable to continue with our business operations.
19. Our sole officer/director and largest shareholder own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.
Our sole officer/director and our second largest stockholder, in the aggregate, beneficially own approximately or have the right to vote approximately 68.9% of our outstanding common stock. As a result, these two stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director and executive officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
20. Our Exclusive Option Agreement with the Cleveland Clinic to explore the development of a specialized catheter medical device will expire on March 20, 2008.
We signed an Exclusive Option Agreement with the Cleveland Clinic to explore the development of a specialized catheter medical device. This option is not automatically renewable. If at the termination of this Agreement, the Cleveland Clinic does not allow us to renew this option agreement or covert this agreement into a licensing agreement, we will lose our total investment and the time devoted to the development of the catheter developed by a physician at the Cleveland Clinic. Unless we have a replacement product(s) or other business strategy, this could put us out of business.
21. We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of common stock and 5,000,000 preferred shares. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
22. Our common shares are subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(a) that a broker or dealer approve a person's account for transactions in
penny stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
23. Our stock is subject Blue Sky restrictions, which means you may may offer and sell the Shares covered by this prospectus only in States in the United States where exemptions from registration under State securities laws are available.
The selling shareholders named in this prospectus may offer and sell the
Shares covered by this prospectus only in States in the United States where
exemptions from registration under State securities laws are available. We
anticipate obtaining an exemption, known as the "manual exemption," in
certain States where such exemption is available. Generally, the manual
exemption is available to issuers that maintain an up-to-date listing that
includes certain information about the issuer in a recognized securities
manual. Some of the States that provide the manual exemption include:
Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Guam, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine,
Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina,
North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode
Island, South Carolina, South Dakota, Texas, U.S. Virgin Islands, Utah,
Washington, West Virginia, and Wyoming. Each State's law is different. Some
of the States provide a general exemption for issuers' securities that are
listed in a "recognized securities manual" (or similar language) while other
States have provisions that name the recognized securities manuals that
qualify an issuer for the exemption in that State. Investors and securities
professionals are advised to check each State's securities laws and
regulations (known as "Blue Sky" laws)
24. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.
There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to apply for admission to quotation of our securities on the NASD OTC Bulletin Board after this prospectus is declared effective by the SEC. If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. As of the date of this filing, there have been no discussions or understandings between IVPSA Corporation or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this distribution. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
The Company's common stock could be subject to wide fluctuations in response to variations in quarterly results of operations, announcements of technological innovations or new solutions by the Company or its competitors, general conditions in medical device industry, and other events or factors, many of which are beyond the Company's control. In addition, the stock market has experienced price and volume fluctuations, which have affected the market price for many companies in industries similar or related to that of the Company, which have been unrelated to the operating performance of these companies. These market fluctuations may have a material adverse eject on the market price of the Company's common stock if it ever becomes tradable.
25. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
26. We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
27. We will incur ongoing costs and expenses for SEC reporting and compliance, without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
We plan to contact a market maker immediately following the effectiveness of our Registration Statement and have them file an application on our behalf to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
The following table sets forth, as of August 31, 2007, the capitalization of the Company on an actual basis. This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.
August 31, 2007
------------------
Actual
-----------
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, 10,873,750 shares
issued and outstanding as of 8/31/07 10,873
Additional paid-in capital 25,557
(Deficit) accumulated during development
stage (36,430)
-------------
$ -
=============
|
This Prospectus contains forward-looking statements, including statements concerning possible or assumed results of exploration and/or operations of IVPSA Corporation, and those proceeded by, followed by or that include the words "may," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms and other comparable terminology. Investors should understand that the factors described below, in addition to those discussed elsewhere in this document could affect IVPSA's future results and could cause those results to differ materially from those expressed in such forward looking statements.
This prospectus relates to the following:
The resale by certain selling security holders of the Company of up to 6,873,750 share of common stock in connection with the resale of shares of common stock issued by us in private placements transactions were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act promulgated thereunder as a transaction involving a public offering. The selling shareholders may sell their shares of our common stock at a fixed price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. We will not receive any proceeds from the resale of common shares by the selling security holders.
USE OF PROCEEDS
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 determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the Over-the-Counter Bulletin Board electronic quotation service for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934 (the "Exchange Act"). 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 named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.
DILUTION
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.
The Company was organized August 14, 2006 (Date of Inception) under the laws of the State of Nevada, as IVPSA Corporation. The Company was incorporated as a subsidiary of Eaton Laboratories, Inc., ("Eaton"), a Nevada corporation.
On November 1, 2007, the record shareholders of Eaton received one (1) unregistered common share, par value $0.001, of IVPSA Corporation common stock for every share of Eaton Laboratories common stock owned. The IVPSA Corporation stock dividend was be based on 10,873,750 shares of Eaton common stock that were issued and outstanding as of the record date. Eaton retained no ownership in IVPSA Corporation following the spin off. Further, IVPSA Corporation is no longer a subsidiary of Eaton. Eaton had received offers to explore the development of medical devices. This included the exclusive option agreement from the Cleveland Clinic for a medical device, which IVPSA subsequently entered into. Since management believed medical devices and pharmaceutical development were not compatible, and each entity needed its own funding to proceed, management decided to spin off IVPSA, whereby IVPSA would take over the medical device operations of Eaton Laboratories.
IVPSA Corporation is a developmental medical device company which plans to produce medical devices, utilizing the services contract manufacturing facilities. The company plans to distribute its product(s) into the marketplace through medical supply wholesalers, hospitals and health maintenance organizations.
IVPSA entered into an "Exclusive Option Agreement" with the Cleveland Clinic, Cleveland, Ohio to investigate and conduct due diligence with respect to the commercial viability of the licensable technology prior to executing a formal License Agreement. The technology consists of a central line catheter with the ability to access the jugular bulb. The jugular bulb is part of the internal jugular vein that collects the blood from the brain, from the superficial parts of the face, and from the neck. This catheter was invented by a physician at the Cleveland Clinic. The Company paid the Cleveland Clinic, a nonrefundable fee of $36,000 for this exclusive option agreement. The agreement terminates in March, 2008, or it can terminate upon a material breach of either party, whereby the defaulting party has 30 days to cure to avoid the breach. Further, either party may terminate this agreement at any time prior to the expiration of the option period, by providing thirty (30) days written notice of same to the non-terminating party. Prior to the termination of this agreement, IVPSA must either renew this option agreement or enter into a licensing agreement with the Cleveland Clinic. Failure to do so, will result in a loss of this Exclusive Option Agreement, and a loss of time, money, and resources expended on this project.
Most patients in the neuro critical care setting as well as patients undergoing neurovascular procedures receive a central line catheter. Jugular bulb oxygen saturation monitoring is a well established method used in neurosurgical intensive care, particularly in context of head injury. Jugular Bulb Saturation measures the efficiency of oxygen use by the brain.
Currently, catheters for measuring jugular venous oxygen saturation are inserted into the jugular vein in a cephalad (toward the head) direction, with an catheter accessing the jugular bulb. The cephalad method is complex, time- consuming and could lead to complications. Traditionally, anesthesiologists and critical care physicians use caudad (toward the feet) catheter insertion to access the central venous system. The fear of complications with introducing a catheter towards the brain has discouraged the clinicians in using this monitoring method.
A potential benefit that might be achieved after the development of this catheter will provide anesthesiologists a method for double catheterization (inserting both caudad and cephalad catheters) all within one catheter. It other words, this design provides for one catheter to monitor a patient's vital signs, as compared to using two catheters for the same meansurements.
This proposed catheter will give access to the blood exiting the brain that can also give information about brain metabolism and its byproducts. Such information is important to neuro-critical care units and intracranial vascular surgical procedures. This method has also been suggested for monitoring the brain in cardiac surgical procedures.
An investigational device exemption ("IDE") allows the investigational device to be used in a clinical study in order to collect safety and effectiveness data required to support a Premarket Approval ("PMA") application or a Premarket Notification submission to Food and Drug Administration ("FDA"). Clinical studies are most often conducted to support a PMA. Investigational use also includes clinical evaluation of certain modifications or new intended uses of legally marketed devices. All clinical evaluations of investigational devices, unless exempt, must have an approved IDE before the study is initiated.
Clinical evaluation of devices that have not been cleared for marketing requires:
o an IDE approved by an institutional review board (IRB). If the study involves a significant risk device, the IDE must also be approved by FDA;
o informed consent from all patients;
o labeling for investigational use only
o monitoring of the study and;
o required records and reports.
In order to conduct a significant risk device study, we must:
o submit a complete IDE application to FDA for review and obtain FDA approval of the IDE;
o submit the investigational plan and report of prior investigations and to the IRB at each institution where the investigation is to be conducted for review and approval; and
o select qualified investigators, provide them with all necessary information on the investigational plan and report of prior investigations, and obtain signed investigator agreements from them.
Once an IDE application is approved, the following requirements must be met in order to conduct the investigation in compliance with the IDE regulation:
o Labeling - The device must be labeled in accordance with the labeling provisions of the IDE regulation and must bear the statement "CAUTION Investigational Device. Limited by Federal (or United States) law to investigational use."
o Distribution - Investigational devices can only be distributed to qualified investigators.
o Informed Consent - Each subject must be provided with and sign an informed consent form before being enrolled in the study.
o Monitoring - All investigations must be properly monitored to protect the human subjects and assure compliance with approved protocols.
o Commercialization, promotion, and misrepresentation of an investigational device and prolongation of the study are prohibited.
o Records and Reports - Sponsors and investigators are required to maintain specified records and make reports to investigators, IRBs, and FDA.
IVPSA does not have the required capital or funding to complete this initial project. Management anticipates IVPSA will require at least $500,000 to complete to perform the required FDA studies and produce inventory. The Company has yet to source this funding.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
The medical device industry is highly competitive. Factors contributing to the industry's increasingly competitive market include regulatory changes, product substitution, technological advances, and the entrance of new competitors.
Most all of our competitors have significantly greater financial, marketing, other resources, and larger customer bases than we have and are more financially leveraged than we are. As a result, these competitors may be able to adapt changes in customer requirements more quickly; introduce new and more innovative products more quickly; better adapt to downturns in the economy or other decreases in sales; better withstand pressure for cancelled services, take advantage of acquisition and other opportunities more readily; devote greater resources to the marketing and sale of their products; and adapt more aggressive pricing policies. All of which may contribute to intensifying competition and may affect our future revenue growth.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
The Cleveland Clinic has patent application process for the above mentioned catheter (US Patent Application # 60/797,433 entitled "Intra-jugular Catheter"). According to our Exclusive Option Agreement, title to all licensable technology, remain in the name of the Cleveland Clinic Foundation. We will assess the need for any copyright, trademark or patent applications on an ongoing basis as we obtain the rights to purchase technologies.
Overview. The development and commercialization of our products will be subject to extensive regulation in the United States by a number of regulatory authorities, including the United States Food and Drug Administration, and by comparable regulatory authorities in foreign countries. These regulatory authorities and other federal, state and local entities will regulate, among other things, the preclinical and clinical testing, safety, effectiveness, approval, manufacturing, labeling, packaging, export, storage, recordkeeping, adverse event reporting, and promotion and advertising of our products. We will require FDA approval of our products, including a review of the manufacturing processes and facilities used to produce our products, before we may market the products in the United States.
Medical Device Approval Process. Medical devices are regulated by the FDA according to their classification. The FDA classifies a medical device into one of three categories based on the device's risk and what is known about the device. The three categories are as follows:
o Class I devices are generally lower risk products for which sufficient information exists establishing that general regulatory controls provide reasonable assurance of safety and effectiveness. Most class I devices are exempt from the requirement for premarket notification. FDA clearance of a premarket notification is necessary prior to marketing a non-exempt class I device in the United States.
o Class II devices are devices for which general regulatory controls are insufficient to provide a reasonable assurance of safety and effectiveness and for which there is sufficient information to establish special controls, such as guidance documents or performance standards, to provide a reasonable assurance of safety and effectiveness.
o Class III devices are devices for which there is insufficient information demonstrating that general and special controls will provide a reasonable assurance of safety and effectiveness and which are life-sustaining, life-supporting or implantable devices, or devices posing substantial risk. Unless a device is a preamendments device that is not subject to a regulation requiring a Premarket Approval (PMA), the FDA generally must approve a PMA prior to the marketing of a class III device in the United States.
Management believes our potential catheter will be classified as a "Class-II" device, since it involves, a surgical procedure, performed by anesthesiologists to utilize. The PMA process is expensive and uncertain. A PMA must be supported by valid scientific evidence which typically includes extensive data, including pre-clinical data and clinical data from well- controlled or partially controlled clinical trials, to demonstrate the safety and effectiveness of the device.
Product and manufacturing and controls specifications and information must also be provided. Obtaining approval can take several years and approval may be conditioned on, among other things, the conduct of post-market clinical studies. Any subsequent change to an approved PMA that affects the safety or effectiveness of the device will require approval of a supplemental PMA. We cannot be sure that approval of a PMA or PMA supplement will be granted on a timely basis, if at all, or that the FDA's approval process will not involve costs and delays that will adversely affect our ability to commercialize our products.
Whether or not a product is required to be approved before marketing, we must comply with strict FDA requirements applicable to devices, including quality system requirements pertaining to all aspects of our product design and manufacturing process, such as requirements for packaging, labeling, record keeping, including complaint files, and corrective and preventive action related to product or process deficiencies. The FDA enforces its quality system requirements through periodic inspections of medical device manufacturing facilities. In addition, Medical Device Reports must be submitted to the FDA to report an event or information that reasonably suggests that a device may have caused or contributed to a death or serious injury; or has malfunctioned and that the device or a similar device marketed by the same manufacturer would be likely to cause or contribute to a death or serious injury if the malfunction were to recur. Similar to adverse event reports applicable to drugs, medical device reports can result in agency action such as inspections, recalls, and patient/physician notifications, and are often the basis for agency enforcement actions. Because the reports are publicly available, they can also become the basis for private tort suits, including class actions.
Labeling and Advertising. The nature of marketing claims that the FDA will permit us to make in the labeling and advertising of our biologics and medical devices will be limited to those specified in an FDA approval and claims exceeding those that are approved will constitute a violation of the Federal Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug, and Cosmetics Act, Public Health Service Act, or regulatory requirements at any time during the product development process, approval process, or after approval may result in agency enforcement actions, including voluntary or mandatory recall, license suspension or revocation, premarket approval withdrawal, seizure of products, fines, injunctions, and/or civil or criminal penalties. Any agency enforcement action could have a material adverse effect on us.
The advertising of our products will also be subject to regulation by the Federal Trade Commission, under the FTC Act. The FTC Act prohibits unfair methods of competition and unfair or deceptive acts in or affecting commerce. Violations of the FTC Act, such as failure to have substantiation for product claims, would subject us to a variety of enforcement actions, including compulsory process, cease and desist orders, and injunctions. FTC enforcement can result in orders requiring, among other things, limits on advertising, corrective advertising, consumer redress, and restitution. Violations of FTC enforcement orders can result in substantial fines or other penalties.
We have no employees other than Mr. Jesky, our President. He plans to devote 5-10 hours per week of his time to our business. All functions including development, strategy, negotiations and clerical work is being provided by our sole officer/director on a voluntary basis, without compensation.
Our offices are currently located at 2235 E. Flamingo, Suite 114, Las Vegas, NV 89119. The office space is provided to the Company by our sole officer at no cost to the Company. This space consists of a unit within a larger commercial office building that is also used by unrelated businesses. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard. Our officer will not seek reimbursement for past office expenses.
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of IVPSA and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Overview
We are focused on becoming a medical device company, that licenses, develops, markets and sells medical device products through drug wholesalers, hospitals, clinic, and health maintenance organizations. We are developing these products by hiring the services outside contract manufacturing and testing facilities.
Results of Operations for Period Ending August 31, 2007
We earned no revenues since our inception on August 14, 2006 through August 31, 2007. We do not anticipate earning any significant revenues until such time as we can bring to the market a medical device product. We are presently in the development stage of our business and we can provide no assurance that we will be successful in developing any medical device products.
For the period inception through August 31, 2007 we generated no income. Since our inception on August 14, 2006 we experienced a net loss of $(36,430). Our loss was attributed to organizational expenses and entering into a exclusive option agreement for a medical device. We anticipate our operating expenses will increase as we enhance our operations. The increase will be attributed to 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.
Revenues
We generated no revenues for the period from August 14, 2006 (inception) through August 31, 2007. We do not anticipate generating any revenues for at least 28 months.
Liquidity and Capital Resources
Our balance sheet as of August 31, 2007 reflects $0 assets and $ 0 liabilities. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.
Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. We anticipate we will require additional capital up to approximately $500,000 and we would have to issue debt or equity or enter into a strategic arrangement with a third party. We intend to try and raise capital through a private offering after this registration statement is declared effective and our shares are quoted on the Over the Counter Bulletin Board. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
Our sole officer/director has agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds donated.
Plan of Operations
Our plan of operations for the next twelve months is to build a to develop and produce medical devices, utilizing the services outside contract manufacturing facilities.
It is our goal to develop and produce medical devices that we can distribute into the marketplace through medical supply wholesalers, hospitals and health maintenance organizations.
Listed below in chronological order are the events which in management's opinion should occur or the milestone's which in the management's opinion should reach in order for the Company to become profitable.
Expected manner
of occurrence or
method of Number of
achievement and months needed
Event or Milestone estimated expense to accomplish
--------------------------------------------------------------------------
1. Identify Seek agreements One is already
potential medical with inventors identified
devices
2. Business funded Completion of offering Following OTC-BB
($500,000) listing
3. Develop Funds from offering Within 3 mos. of
prototype ($25,000) funding
3. Evaluate Funds from offering Within 5 mos. of
prototype ($10,000) funding
4. Produce Funds from offering Within 8 mos. of
working medical ($120,000) funding
device model
5. Complete testing Through consultants Within 11 months
for FDA familiar with FDA of funding
submission ($200,000)
6. FDA Approval Product clears FDA Estimated to be
Regulations 10-12 months
7 Produce Outsourcing to 2 months after
inventory contract manufacturers FDA approval
($30,000)
8. Market Product Build a customer base 4 months after
to medical ($50,000) FDA approval
community
|
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our exploration and development activities.
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.
Our executive officers and directors and their respective ages as of June 14, 2007 are as follows:
Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.
Name Age Positions and Offices Held --------------- --- -------------------------- T. J. Jesky 60 President, Secretary and Director |
The business address for our officer/director is: c/o IVPSA Corporation, 2235 E. Flamingo, Suite 114, Las Vegas, NV 89119.
Set forth below is a brief description of the background and business experience of our sole officer/director.
The Company is managed by T. J. Jesky, who has 22-years experience in the pharmaceutical industry. He is a former Division Manager for Procter & Gamble Pharmaceuticals. He began his pharmaceutical career in 1973 with Norwich Pharmacal, whose headquarters were based in Norwich, New York. This company subsequently changed its name to Norwich Eaton, and in 1981 it was purchased by Procter & Gamble. Norwich Eaton subsequently changed its name to Procter & Gamble Pharmaceuticals. Mr. Jesky held various positions in the company, including but not limited to: District Manager, Key Account Manager, Hospital Manager, Region Manager, Division Manager for U.S., Canada and Puerto Rico. He resigned from Procter & Gamble in 1995. He became President, CEO and sole stockholder of Studebaker's, Inc. a restaurant/nightclub and real estate holding company in Arizona. He privately sold this business in 1997. In 1997 through 1998, he owned and operated a restaurant consulting business, named Ionosphere, Inc. In 1998, he resigned from the Company when it was acquired by Axonyx, Inc. which is currently trading on the NASDAQ National Market. From 1996 through 1999 he was President and Chairman of the Board of Boppers Holdings, Inc., a Nevada Corporation real estate business; he resigned from the Company when it was acquired by e-Smart Technologies, Inc. which is currently listed on the Pink Sheets. In August, 1998, Mr. Jesky founded Barrington Laboratories, Inc., he resigned from the Company when it was acquired by ModernGroove Entertainment, in January, 2001 and subsequently acquired by Immediatek, Inc. Immediatek is currently traded on the OTC-BB. From February, 2000 to March, 2007, he has held the position as President/Director of Eaton Laboratories, Inc. Eaton Laboratories is currently traded on OTC-BB under the stock symbol ETLB. From August 14, 2006 (inception) to present, he has held the position as President/Director of IVPSA Corporation. IVPSA Corporation was a subsidiary of Eaton Laboratories.
Bachelor of Arts Degree in Marketing and Retailing from Bradley University,
Peoria, IL, Graduated, May, 1969.
Universidad Nacional Autonoma de Mexico, Mexico City, Mexico, Licenciado en
Derecho, 1970.
Associations: Foro Profecional de Abogados de Saltillo, A.C., Coahuila, Mexico;
Colegio de Abogados de Laguna, A. C., Coahuila, Mexico.
Our sole director, executive officer and control persons has not been involved in any of the following events during the past five years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
We presently do not pay our officer/director any salary or consulting fee. We do not anticipate paying compensation to officers/directors until our Company can generate a profit on a regular basis.
We do not have any employment agreements with our officers/directors. We do not maintain key-man life insurance for any our executive officers/directors. We do not have any long-term compensation plans or stock option plans.
As a result of our the Company's current limited available cash, no officer or director received compensation since August 14, 2006 (inception) of the company through October 25, 2007. IVPSA has no intention of paying any salaries at this time. IVPSA intends to pay salaries when cash flow permits.
We did not grant any stock options to the executive officers or directors from inception through October 25, 2007.
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.
We do not pay to our directors any compensation for serving as a director on our board of directors. We do not pay to our director or officer any salary or consulting fee.
The Company currently does not have employment agreements with its executive officer. The executive officer/director of the Company has agreed to take no salary until the Company can generate enough revenues to support salaries on a regular basis. The officer will not be compensated for services previously provided. He will receive no accrued remuneration.
We have not adopted an equity incentive plan, and no stock options or similar instruments have been granted to any of our officers or directors.
We do not have an audit committee financial expert nor do we have an audit committee established at this time.
Our principal independent accountant is Moore & Associates, Chartered. We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officer. We do not have an audit committee or nominating committee. Mr. T. J. Jesky is the board's financial expert member.
We are not aware of any current or potential conflicts of interest with any of our sole officer/director.
The following table lists, as of October 25, 2007, the number of shares of Common Stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the U. S. Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the U. S. Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 10,873,750 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
The percentages below are calculated based on 10,873,750 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
----------------------------------------------------------------------------
Common T. J. Jesky (2) Pres./Director 4,000,000 36.7%
Common Mark DeStefano (3) Shareholder 3,500,000 32.2%
---------------------------------------------------------------------------
All Executive Officers, Directors
as a Group (1 person) 4,000,000 36.7%
(1) The percentages listed in the Percent of Class column are based upon
10,873,750 issued and outstanding shares of Common Stock.
(2) T. J. Jesky, 2235 E. Flamingo, Suite 114, Las Vegas, NV 89119.
(3) Mark DeStefano, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107.
|
We are not aware of any arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
The company's sole officer/director has contributed office space for our use for all periods presented. There is no charge to us for the space. Our officer will not seek reimbursement for past office expenses.
Our officer/director can be considered a promoter of IVPSA Corporation in consideration of his participation and managing of the business of the company.
Through a Board Resolution, the Company hired the professional services of Moore & Associates, Chartered, Certified Public Accountants, to perform audited financials for the Company. Moore & Associates, Chartered own no stock in the Company. The company has no formal contracts with its accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception, or proposed transactions, to which we were or are to be a party, in which any of the following persons had or is to have a direct or indirect material interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in the above.
The selling shareholders named in this prospectus are offering all of the 6,873,750 shares of common stock offered through this prospectus. The selling shareholders acquired the 6,873,750 shares of common stock offered through a spin-off stock dividend from Eaton Laboratories. We will not receive any proceeds from the resale of common stock by the selling stockholders. None of the selling stockholders are broker-dealers or affiliates of broker-dealers.
The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, 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.
Total Total
Number of Shares
Shares to to be Percent
Common Be Owned Owned
Shares Offered for Upon upon
Owned Prior Selling Completion completion
To this Shareholder of this of this
Name of Selling Stockholder Offering Account(1) Offering Offering(2)
--------------------------- ----------- ----------- -------- ------------
Alpine Securities Corp. 100 100 100 Nil
Ameritrade, Inc. 100 100 100 Nil
Anderson, Dana 100 100 100 Nil
Anderson, Eileen 100 100 100 Nil
Barker, Bradford J. 100 100 100 Nil
Berteyk, Bruce 100 100 100 Nil
Berteyk, Jojo 100 100 100 Nil
Bishop, Jacquelyn 100 100 100 Nil
Bishop, Jamie 100 100 100 Nil
Bolea, Alex 50 50 50 Nil
Bolsa S.A. (3) 56,000 56,000 56,000 Nil
Burch, Jeff T. 100 100 100 Nil
Carlson, Daniel 100 100 100 Nil
Casanovas, Ralph & Linald 750 750 750 Nil
Cede & Co. 6,100 6,100 6,100 Nil
Charles M & Annette M. 100 100 100 Nil
Ferrall TTEE
Charles Schwab & Co., Inc. 200 200 200 Nil
37
|
Chavez, Thomas 100 100 100 Nil
Cigliano, Carol A. 100 100 100 Nil
Citigroup Global Markets Inc. 100 100 100 Nil
Clark, Mary A. & 250 250 250 Nil
Gillins, Michael L.
Colello, Anthony 100 100 100 Nil
Deede, Brian 100 100 100 Nil
DeStefano, Mark 3,500,000 3,500,000 3,500,000 32.19%
Dillon, Raymond 100 100 100 Nil
Dolores Estrada TTEE Rev. Trust 1,000 1,000 1,000 Nil
Eiden, Daniel M. 100 100 100 Nil
E*Trade Clearing LLC 750 750 750 Nil
Finkel, Bobbee 100 100 100 Nil
First Clearing, LLC 5,000 5,000 5,000 Nil
Gaeghty, Joseph 125 125 125 Nil
Green, Esther 100 100 100 Nil
Green, Lamont 100 100 100 Nil
Greenfelder, Cassi 100 100 100 Nil
Greenfelder, Glen E. 100 100 100 Nil
J. Gregorio Valencia Guitierrez 500,000 500,000 500,000 4.60%
Reynalda Gutierrez Ruiz 500,000 500,000 500,000 4.60%
Hale, Bernard F. 100 100 100 Nil
Harper, John Dean 100 100 100 Nil
Hegerty, Patrick D. 100 100 100 Nil
Hehr, Amy 100 100 100 Nil
Homes, Richard 100 100 100 Nil
Jarvela, Keith 100 100 100 Nil
Jesky, Joan 100 100 100 Nil
Jesky, Richee 100 100 100 Nil
Jesky, Rick 100 100 100 Nil
Jimenez, Edward & Laura 1,000 1,000 1,000 Nil
Joyce, Patrick 100 100 100 Nil
Kennedy, Jennifer J. 100 100 100 Nil
King, Mike 100 100 100 Nil
Kirk, Rose M. 100 100 100 Nil
Kudrewicz, Richard 2,500 2,500 2,500 Nil
Luna, Marcus A. 500,000 500,000 500,000 4.60%
Luna, Maria E. 500,000 500,000 500,000 4.60%
Luna, Moises R. 500,000 500,000 500,000 4.60%
Macaraeg, Antonio 100 100 100 Nil
Macaraeg, Constance 100 100 100 Nil
Martin S. Wilner TTE 2,500 2,500 2,500 Nil
McGrath, Sherrie A. 100 100 100 Nil
Mongan, Brenton 100 100 100 Nil
Mongan, Sharon 100 100 100 Nil
Moody, Jon T. 100 100 100 Nil
Morales, Dennis 100 100 100 Nil
Moroney, Brendan F. 100 100 100 Nil
Mura, Marion 100 100 100 Nil
38
|
Narcross, David C. 100 100 100 Nil National Investor Services Corp. 475 475 475 Nil Natko, Peter M. 100 100 100 Nil Ortiz, Maurice 2,500 2,500 2,500 Nil Palacio, Gene 100 100 100 Nil Pavlowski, Laura 100 100 100 Nil Pegram, Billy M. 100 100 100 Nil Pegram, Howard E. 100 100 100 Nil Penson Financial Services, Inc. 40,150 40,150 40,150 Nil Petas, R. S. 100 100 100 Nil Pike, Branden 100 100 100 Nil Pike, Linda 100 100 100 Nil Rogers, Danyella 100 100 100 Nil Roth, Shannon 100 100 100 Nil San Nicholas, Inc. (4) 222,250 222,250 222,250 2.04% Scottrade, Inc. 1,050 1,050 1,050 Nil Soehnlein, Mark 100 100 100 Nil Sutherland, Mary Ann 5,000 5,000 5,000 Nil Trachtman, George 100 100 100 Nil Triax Capital Management, Inc. 17,500 17,500 17,500 Nil UBS Securities LLC 500 500 500 Nil Valencia, Elda M. 500,000 500,000 500,000 4.60% Watkins, Angela 100 100 100 Nil Westenfield, Brian J. 100 100 100 Nil Williams, Carl 100 100 100 Nil Williams, Laura S. 100 100 100 Nil Woolsey, Burke S. 1,250 1,250 1,250 Nil Wright, Douglas 100 100 100 Nil Zimmerman, Doreen E. 100 100 100 Nil Zimmerman, Edward C. III 250 250 250 Nil Zimmerman, Edward C. Jr. 100 100 100 Nil Totals: 6,873,750 6,873,750 6,873,750 |
1) This table assumes that each shareholder will sell all of his/her shares available for sale during the effectiveness of the registration statement that includes this prospectus. Shareholders are not required to sell their shares.
2) The percentage is based on 10,873,750 common shares outstanding as of October 25, 2007.
3) Bolsa, S.A., David Gonzalez is the beneficial owner of this entity.
4) San Nicholas, Inc., Eva Esparza is the beneficial owner of this entity.
The named party beneficially owns and has sole voting and investment power over all shares or rights to these 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.
All of the selling shareholders:
1. have no had a material relationship with us other than as a shareholder at
any time since our inception; or
2. has ever been one of our officers or directors.
The 6,873,750 remaining shares offered by the selling stockholders pursuant to this Prospectus may be sold by one or more of the following methods, without limitation:
o ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
o an exchange distribution in accordance with the rules of the applicable exchange;
o privately-negotiated transactions;
o broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this Prospectus.
We currently lack a public market for our common stock. Selling shareholders will sell at a price of $0.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
The offering price of the shares has been arbitrarily determined by us based on estimates of the price that purchasers of speculative securities, such as the shares offered herein, will be willing to pay considering the nature and capital structure of our Company, the experience of the officers and Director, and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to the assets, earnings or book value of our Company, or any other objective standard of value. The Company is not selling any shares pursuant to this Registration Statement and is only registering the re-sale of securities previously purchased from us.
There is currently no market for any of our shares, and we cannot give any assurance that our shares will have any market value. 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 Over-the-Counter Bulletin Board electronic quotation service. Although we intend to apply for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize. In addition, if a market for our stock does materialize, we cannot give any assurances that a public market for our securities may be sustained. If our common stock becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, 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.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus.
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 named in this prospectus must comply with the requirements of the U. S. Securities Act and the Exchange Act in the offer and sale of the common stock.
The Selling Security Holders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. Therefore, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
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 Exchange Act.
Blue Sky Restrictions on Resale
If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales. Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.
When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.
Expenses of Issuance and Distribution
We have agreed to pay all expenses incident to the distribution to the public of the shares being registered other than any commissions and discounts of underwriters, dealers or agents and any transfer taxes, which shall be borne by the selling security holders. The expenses which we are paying are set forth in the following table.
Nature of Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 7
Legal fees and miscellaneous expenses* $1,500
Audit Fees $1,000
Printing* $ 293
------
Total $2,800
======
*Estimated Expenses.
|
We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.
Transfer Agent
We are currently utilizing the services of Empire Stock Transfer, Inc., 2470 St. Rose Pkwy, Suite 304, Henderson, NV 89074, Telephone: 702-818-5898. Empire serves in the capacity as our transfer agent to have us track and facilitate the transfer of our stock.
Admission to Quotation on the OTC Bulletin Board
We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever be qualified for quotation on the OTC Bulletin Board. We expect the application process will not be approved until we receive a notice of effectiveness for this Registration Statement. We currently have no market maker who is willing to list quotations for our securities.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 70,000,000 shares of common stock, with a par value of $0.001 per share. At October 25, 2007, there were 10,873,750 common shares outstanding which were held by approximately one hundred (100) stockholders of record. There are 5,000,000 preferred shares authorized and none issued.
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, 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 of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. 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 By-laws do not provide for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We have not issued and do not have outstanding any options to purchase shares Of our common stock.
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.
As of October 25, 2007, a total of 7,500,000 shares of our common stock will be available for resale to the public, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
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 108,737 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.
As of the date of this prospectus, persons who are our affiliates hold 100% of the total shares that may be sold, at least partially, pursuant to Rule 144 after September 30, 2008.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 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 does not apply to our company.
Law Offices of Thomas C. Cook has opined on the validity of the shares of common stock being offered hereby.
The financial statements included in this prospectus and in the registration statement have been audited by Moore & Associates, Chartered, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Our officers/directors can be considered promoters of BioSecurity Technologies in consideration of her participation and managing of the business of the company since its incorporation.
Our Articles and By-laws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Reports to Security Holders
At this time, we are not required to provide annual reports to security holders. However, shareholders and the general public may view and download copies of all of our filings with the SEC, including annual reports, quarterly reports, and all other reports required under the Securities Exchange Act of 1934, by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings. We intend to file with the Securities and Exchange Commission a Form 8-A to register our common stock pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as soon as practicable after this registration statement is declared effective by the Securities and Exchange Commission. Thereafter, annual reports will be delivered to security holders as required or they will be available online.
We have filed a registration statement on Form SB-2 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.
FINANCIAL STATEMENTS
IVPSA Corporation
FINANCIAL STATEMENTS
August 31, 2007
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
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To the Board of Directors
IVPSA Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of IVPSA Corporation (A Development Stage Company) as of August 31, 2007, and the related statements of operations, stockholders' equity and cash flows through August 31, 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 audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IVPSA Corporation (A Development Stage Company) as of August 31, 2007 and the results of its operations and its cash flows through August 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred operating losses since inception and has not established operations which raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
September 26, 2007
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2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
IVPSA Corporation
(A Development Stage Company)
Balance Sheets
August 31, 2007 and August 31, 2006
Balance Sheets
August 31, August 31,
2007 2006
---------- -------------
Assets
Current assets:
Cash and equivalents $ - $ -
----------- -------------
Total current assets -
$ - $ -
=========== =============
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized,
none issued - -
Common stock, $0.001 par value, 70,000,000
shares authorized, 10,873,750 shares and
and 10,873,750 issued and outstanding
as of 8/31/07 and 8/31/06 respectfully 10,873 10,873
Additional paid-in capital 25,557 (10,443)
(Deficit) accumulated during development
stage (36,430) (430)
----------- -------------
- $ -
=========== =============
|
The accompanying notes are an integral part of these financial statements.
IVPSA Corporation
(A Development Stage Company)
Statement of Operations
For the years ended August 31, 2007 and August 31, 2006 For the Period from August 14, 2006 (Inception) to August 31, 2007
Statement of Operations
August 14,
For the years 2006
ended August 31, (inception) to
--------------------- August 31,
2007 2006 2007
----------- ----------- --------------
Revenue $ - $ - $ -
----------- ----------- --------------
Expenses:
Option Contract 36,000 36,000
Incorporating Expenses 430 430
--------------
Total expenses 36,430
----------- ----------- --------------
Net income (loss) (430) (36,000) $ (36,430)
=========== ============ ==============
Weighted average number of
common shares outstanding 10,873,750 10,873,750
=========== ==========
Net income (loss) per share $ (0.00) $ (0.00)
=========== ==========
|
The accompanying notes are an integral part of these financial statements.
IVPSA Corporation
(A Development Stage Company)
Statements of Changes in Stockholders' Equity For the period August 14, 2006 (Date of Inception) to August 31, 2007
Statements of Changes in Stockholders' Equity
(Deficit)
Accumulated
Common Stock Additional During Total
------------------ Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- -------- ---------- --------------
August 14, 2006
Stock issued as
a dividend from
Eaton Laboratories 10,873,750 10,873 (10,443) (430) -
---------- ------ ------ ------- --------------
Balance,
August 31, 2007 10,873,750 10,873 (10,443) (430) -
========== ======= ======== ========== ===============
Donated capital 36,000 36,000
Net income (loss) for
the period ended
August 31, 2007 (36,000) (36,000)
---------- ------- -------- ---------- ---------------
Balance,
August 31, 2007 10,873,750 10,873 25,557 (36,430) -
========== ======= ======== ========== ===============
|
The accompanying notes are an integral part of these financial statements.
IVPSA Corporation
(A Development Stage Company)
Statement of Cash Flow
For the years ended August 31, 2007 and August 31, 2006 For the Period from August 14, 2006 (Inception) to August 31, 2007
Statement of Cash Flows
August 14,
For the years 2006
ended August 31, (inception) to
--------------------- August 31,
2007 2006 2007
----------- ----------- --------------
Cash flows from operating activities:
Net (loss) $ (430) $ (36,000) $ (36,430)
---------- ---------- -------------
Net cash provided by operating
activities (430) (36,000) (36,430)
---------- ---------- -------------
Cash flows from financing activities:
Donated capital 430 36,000 36,430
---------- ---------- -------------
Net cash provided by financing
activities 430 36,000 36,430
---------- ---------- -------------
Net increase (decrease) in cash -
Cash - beginning -
---------- ---------- -------------
Cash - ending $ - $ - $ -
========== ========== =============
Supplemental disclosures:
Interest paid $ - $ - $ -
========== ========== =============
Income taxes paid $ - $ - $ -
========== ========== =============
|
The accompanying notes are an integral part of these financial statements.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
The Company was organized August 14, 2006 (Date of Inception) under the laws of the State of Nevada, as IVPSA Corporation. The Company was incorporated as a wholly owned subsidiary of Eaton Laboratories, Inc., a Nevada corporation.
The directors of Eaton Laboratories approved a spin off its IVPSA subsidiary in the form of a stock dividend as of November 1, 2006 (the "Record Date"). The record shareholders of Eaton received one (1) unregistered common share, par value $0.001, of IVPSA Corporation common stock for every share of Eaton Laboratories common stock owned. The IVPSA Corporation stock dividend was based on 10,873,750 shares of Eaton common stock that were issued and outstanding as of the record date. Since IVPSA's business is related to developing medical devices and Eaton's business was related to developing generic pharmaceutical products, the Eaton directors decided it was in the best interest of Eaton and IVPSA's shareholders to spin off IVPSA to minimize any potential of conflict of interest, in accessing funding.
The spin-off transaction was accomplished by the distribution of certain intellectual property, representing industry contacts, a third party relationships and trade secrets. It did not include the transfer of any hard assets or liabilities.
Eaton retained no ownership in IVPSA Corporation following the spin off. IVPSA Corporation is no longer a subsidiary of Eaton Laboratories.
The Company is a development stage enterprise in accordance with Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises". The Company plans to develop and market medical devices.
NOTE 2. Summary of Significant Accounting Practices
The Company has no cash assets or liabilities as of August 31, 2007. The relevant accounting policies are listed below.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
The Company has not issued any options or warrants or similar securities since inception.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
NOTE 3 - Going concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. As shown in the accompanying financial statements, the Company is a development stage company with no history of operations, limited assets, and has incurred operating losses since inception. These factors, among others, raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional operating capital, commence operations, provide competitive services, and ultimately to attain profitability. The Company intends to acquire additional operating capital through equity offerings. There is no assurance that the Company will be successful in raising additional funds.
NOTE 4 - Stockholders' equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.
The Company was a subsidiary of Eaton Laboratories, Inc. On November 1, 2006, the record shareholders of Eaton received a spin off dividend of one (1) common share, par value $0.001, of IVPSA Corporation common stock for every share of Eaton Laboratories common stock owned.
As of August 31, 2007, IVPSA Corporation has 10,873,750 of its common stock issued and outstanding and none of its preferred stock issued nor outstanding.
There have been no other issuances of common stock.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office space is being provided by the Company's director on a rent free basis. The amount is not considered material to the financial statements. The Company believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard
The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
The sole officer and director of the Company is not compensated for his services. The Company does not anticipate paying compensation to any officer/director until the Company can generate a profit on a regular basis. Further, the executive officer/director of the Company has agreed to take no salary until the Company can generate a profit on a regular basis. There are no Employment Agreements in place, and the sole officer/director will not be compensated for services previously provided. He will receive no accrued remuneration.
The sole officer/director has agreed to donate funds to the operations of the Company, in order to keep it fully reporting and operational for the next twelve (12) months, without seeking reimbursement for funds donated. Since inception on August 14, 2006 through August 31, 2007, the officer/director of the Company has donated $36,430 to the Company.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which requires use of the liability method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 6. Provision for Income Taxes (Continued)
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. Operating Leases and Other Commitments
|
The Company has no lease or other obligations.
NOTE 8. Option Agreement
On March 15, 2007, the Company paid a nonrefundable fee of $36,000 to enter into an Exclusive Option Agreement with the Cleveland Clinic, Cleveland, Ohio for twelve (12) months to investigate and conduct due diligence with respect to the commercial viability of a medical device prior to executing a formal License Agreement. This medical device consists of a central line catheter with the ability to access the jugular bulb. The nonrefundable fee of $36,000 was paid with donated funds from the Company by its sole officer. At the end of twelve months, this Exclusive Option Agreement can either be cancelled, extended or the Company can convert the Option Agreement to a License Agreement for a total not less than $75,000 nor more than $100,000; and the Company shall be required to remit royalty payments to the Cleveland Clinic on a quarterly basis based on a percentage of net sales of this medical device subject to the license agreement of not less than 7.5% nor more than 15%.
NOTE 9. Recent Pronouncements
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company does not believe adopting this new standard will have a significant impact to its financial statements.
IVPSA Corporation
(A Development Stage Company)
Notes to Financial Statements
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws. Under the Nevada Revised 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
specifically limit our directors' immunity. Excepted from that immunity are:
(a) a willful failure to deal fairly with the company or its stockholders in
connection with a matter in which the director has a material conflict of
interest; (b) 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; (c) a transaction from which
the director derived an improper personal profit; and (d) willful misconduct.
Our Articles and 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 such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.
Our Articles and bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees.
Our directors cause us to purchase and maintain insurance for the benefit of a person who is or was serving as our director, officer, employee or agent, or as a director, officer, employee or agent or our subsidiaries, and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
II-1
The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.
Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 7
Legal fees and miscellaneous expenses* $1,500
Audit Fees $1,000
Printing* $ 293
------
Total $2,800
======
*Estimated expenses
|
IVPSA Corporation was a wholly-owned subsidiary of Eaton Laboratories. The shares of IVPSA Corporation were issued to each of Eaton's shareholders as a spin-off dividend of Eaton Laboratories, Inc. There have been no other issuances of stock.
II-2
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
-------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
-------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
-------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
-------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
-------------------------------------------------------------------------
10.1 Exclusive Option Agreement between This filing
IVPSA Corporation and the Cleveland
Clinic, dated March 15, 2007
-------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered May 22, 2007
audit
-------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
-------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
-------------------------------------------------------------------------
|
II-3
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this 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 and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of distribution.
2. For determining liability under the Securities Act, treat each post- effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering
3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
4. For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
II-4
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person 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 to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
6. For determining any liability under the Securities Act, we shall treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that the offering of the securities at that time as the initial bona fide offering of those securities.
II-5
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gallagher, her true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for her and in her 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 sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amended registration statement has been signed by the following persons in the capacities and on the dates indicated.
Date: October 29, 2007 By: /s/ T. J. Jesky
--------------- -------------------------------------------
T. J. Jesky
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
|
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 this Form SB-2 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Henderson, Nevada on October 29, 2007.
IVPSA CORPORATION
By: /s/ T. J. Jesky
---------------------------------------
T. J. Jesky
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
|
II-6
EXHIBIT INDEX
-------------
-------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
-------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
-------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
-------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
-------------------------------------------------------------------------
10.1 Exclusive Option Agreement between This filing
IVPSA Corporation and the Cleveland
Clinic, dated March 15, 2007
-------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered September 26, 2007
audit
-------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
-------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
-------------------------------------------------------------------------
|
Exhibit 3.1
Entity # E0613282006-3 Document Number:
20060522875-77
Date Filed
8/14/2006 6:26:47 AM
In the office of
/s/ Dean Heller Dean Heller Secretary of State |
DEAN HELLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
------------------------
/ Articles of /
/ Incorporation /
|
1. Name of Corporation: IVPSA Corporation
--------------------
2. Resident Agent Name and T. J. Jesky
Street Address: --------------------------------------------
(must be a Nevada address Name
where process may be
served) 1515 E. Tropicana, Suite 710-U Las Vegas
------------------------- --------------------------------------------
Street Address City
NEVADA 89119
----------
Zip Code
3. Shares: Number of shares 70,000,000 Common
(number of shares with par value: 5,000,000 Preferred
corporation ----------
authorized to issue)
-------------------- Par Value per share: $0.001
------
Number of shares
without par value: None.
--------
4. Names, Addresses,
Number of Board of
Directors/Trustees:
-------------------
1. T. J. Jesky
-----------------------------------------
Name
500 N. Rainbow, Suite 300
-----------------------------------------
Street Address
Las Vegas NV 89107
----------------- ------ --------------
City State Zip Code
|
6. Names, Address Eaton Laboratories, Inc. /s/ T. J. Jesky and Signature of ------------------------ Its: Pres/CEO Incorporator: Name ---------------- (attach additional page Signature if there is more than 1 500 N. Rainbow, Suite 300 incorporator) -------------------------------------------- ----------------------- Address |
Las Vegas NV 89107
------------------- ------ ---------------
City State Zip Code
7. Certificate of I, hereby accept appointment as Resident
Acceptance of Agent for the above named corporation.
Appointment of
Resident Agent: /s/ T. J. Jesky 8/5/2006
--------------- ----------------------------------- ----------
Authorized Signature of R.A. or Date
On Behalf of R.A. Company
|
This form must be accompanied by the appropriate fees.
Exhibit 3.2
BY-LAWS OF IVPSA CORPORATION
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las Vegas, State of Nevada. The corporation may have such other offices within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the first Monday in April of every other year commencing with the year 2007 at the hour of 10:00 a.m. for the purpose of electing directors and officers and for the transaction of other business that may come up before the meeting. If the day fixed for the annual meeting shall be declared a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called by the directors, or by the President. Special meetings shall be called any time upon the request of the stockholders owning not less than fifty percent (50%) of the outstanding stock of the corporation entitled to vote at such meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at the principal office of the corporation in the City of North Las Vegas, State of Nevada or at such other place as shall be determined from time to time by the Board of Directors. If the place of the meeting is not at the principal offices of the corporation, the place of such meeting shall be stated in the call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual
meeting of stockholders shall be given by mailing written notice of the
meeting at least ten (10) days prior to the meeting to each stockholder of
record of the corporation entitled to vote at such meeting, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon. The notice of the time and place of
special meetings shall be given by written notice or by personal notice five
(5) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting.
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the stockholders entitled to notice of or entitled to vote at any regular meeting of stockholders or any special meeting, or of determining the stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Directors of the corporation shall provide that the stock transfer books be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books are to be closed for or the purpose of determining stockholders entitled to noticed of a special meeting or of the annual meeting of stockholders, such book shall be closed for at least fourteen (14) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in the case of a meeting of shareholders, not less than (10) days prior to the date on which a particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at the meeting of shareholders, or shareholders entitled to received payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be record date for such determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer books for the corporation shall prepare before each meeting of stockholders a complete list of stockholders entitled to vote at the meeting arranged in alphabetical order with the address of and number of shares held by each person. The list shall be prepared five (5) days prior to the stockholders' meeting and shall be keep on file at the principal office of the corporation and subject to inspection during normal business hours by any stockholder. The list shall also be produced and kept open at the stockholders' meeting and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder shall consist of stockholders representing, capital stock of the corporation entitled to vote at such meetings, except as otherwise specifically provided by law or in the Articles of Incorporation. If a quorum is not present at a properly called stockholders' meeting, the meeting shall be adjourned by then present and an additional and further notice sent to all stockholders notifying them of the adjournment of the meeting and the date and time and place of the adjourned meeting. At such adjourned meeting. At such adjourned meeting, at which a quorum is present or represented, business may be transacted which might have been transacted at the meeting as originally notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by their duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.
9. VOTING OF SHARES. Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such into her name. Shares standing the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into her name. Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into her name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of it own stock belonging to the Corporation shall be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in the Nevada Corporate Law, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, and unless the unanimous written consent of all shareholders has been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors consisting of not less than one or more than nine directors. The Board of Directors shall be elected for a term of two years and shall hold office until the successors are elected and qualified. Directors need not be stockholders. In addition to the power and authority granted by the By-Laws and the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things that are not forbidden by statute, Articles of Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused by resignation, death of otherwise, may be filled by a majority vote of the remaining director or directors, even though they constitute less than a quorum, or by a majority vote of the stockholders. This may be accomplished at any special or regular meeting of the Board of Directors or by the stockholders at any regular or special meeting. A director thus elected to fill any vacancies shall hold office for the unexpired term of their predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held at the same time as the annual meeting of stockholders. No notice of the regular meeting of the Board of Directors shall be sent. The directors may provide by resolution the time and place for the holding of additional regular meetings other than the meeting at the annual meeting of stockholders, by giving notice under their same provisions as that notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President, or in her absence, by the Vice President, or by any two directors, to be held at the time and place designated in notice of special meeting. The notice of special meeting shall be in the same form and done in the same manner as the notice given for stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two
(2) days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.
7. QUORUM. The majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting shall be adjourned. Any resolution adopted in writing and executed and signed by a majority of the Board of Directors, accompanied with a showing that the resolution had been presented to all directors, shall constitute and be a valid resolution as if the resolution had been adopted at a meeting at which all directors shall in all respects bind the corporation and constitute full and complete authority for the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote of the stockholders or by a majority vote of the Board of Directors. Any director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors and the President or the Secretary or the corporation. The resignation shall be effective upon receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.
12. COMPENSATION. No compensation shall be paid to directors as such for their services but the Board of Directors by resolution can fix a sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving a compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director may be a party to or may be interested in any contract or transaction of this Corporation , and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
14. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designated from among its members an executive committee and such other committees, and alternative members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at a meeting of the Board of Directors at which action on any corporate matter has been taken, will be presumed to have assented to the action taken unless their dissent is entered in the minutes of the meeting or unless they had filed their written dissent to such action with the person acting as the Secretary at the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President, Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if needed), each of whom shall be elected by the Board of Directors. Such officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more officers may be held by the same person. Officers may be directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be elected annually at the regular meeting of the Board of Directors. Each officer shall hold office for one year or until their successor shall have been duly elected and qualified. They can resign by giving written noticed to any member of the Board of Directors of the corporation. The resignation shall take effect upon receipt thereof and the acceptance shall not be necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment, the best interests of the corporation would be served by such removal. Such removal shall be without prejudice to the contractual rights, if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer, shall generally supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of stockholders and of directors. she shall sign with the Secretary, Certificates for share of Common Stock. The President shall also sign deeds, mortgages, bonds, contracts of any other instrument which the directors have authorized to be executed by the President. The President shall be responsible for the Corporate Books, unless this is delegated to another officer. The President in general shall perform all the duties incident to the office of President and such other during as may be prescribed by she directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of a death, inability or refusal to act, the Vice-President shall perform the duties of the President. When they are so acting, they shall have all the powers of and by subject to all the restrictions of the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The Vice-President shall serve in equal capacity.
8. SECRETARY. The secretary shall keep the minutes of the stockholders and of the directors meetings and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall issue the notices for all meetings except that a notice of a special meeting of the directors called at the request of two directors may be issued by those directors. The secretary shall keep a register of the post office address of each stockholder and shall have general charge of the stock transfer books unless this duty is given to a Transfer Agent. The secretary shall make reports and perform such other duties as are incident to their office or are properly required of them by the Board of Directors or the President.
9. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He/she shall receive monies due to the corporation and give receipts therefore and shall disperse the funds of the corporation in payment of the demands against the corporation as directed by the officers and the Board of Directors. He/she shall perform all duties incident to this office of as properly required of him/her by the officers or the Board of Directors. If required by the directors, the treasurer shall give a bond for faithful discharge of his/her duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officers shall be prevented from receiving such salary by reason of the fact the he/she is also a director of the Corporation. Salaries of all officers of the corporation shall be fixed by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer of the corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors my authorize.
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers and employees as follows:
Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall be in a form designated by the directors. Such certificates shall be signed by the President and Secretary. All certificates for shares shall be consecutively numbered. The name and address of the stockholder, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until, the former certificate for a like number of share has been surrendered and canceled. The exception is the case of a lost or destroyed or mutilated certificate and in such case a new one may be issued when the person claiming that certificate is lost or destroyed or mutilated certifies to the corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the transfer books of the corporation kept at the office of the corporation or of the corporation or so elected held at a Transfer Agent office. Only registered stockholders in the transfer books of the corporation shall be entitled to be treated by the corporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or other claims to or any interest in any share of stock which is not recorded upon the transfer books of the corporation in a manner prescribed by these By-Laws except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
FISCAL YEAR
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st day of September in each year and end on the 31 day of August.
ARTICLE IX
DIVIDENDS
1. DIVIDENDS. The directors may from time to time declare and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by these By-Laws.
ARTICLE X
SEAL
1. SEAL. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon, the name IVPSA Corporation, State of Nevada, 2006, and the words "corporate seal."
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or after the time stated thereon, shall be deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote of at least fifty-one percent of the stockholders in any duly called special or regular meeting or by a majority of the Board of Directors at any duly called regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 15th day of August, 2006 and revised on July 15, 2007.
/s/ T. J. Jesky
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T. J. Jesky
Corporate Secretary
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Exhibit 5.1 Legal Opinion
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1963
October 29, 2007
To: Board of Directors, IVPSA Corporation
Re: Registration Statement of Form SB-2 (the "Registration Statement")
Gentlemen:
We have acted as your counsel in connection with the proposed issue and sale by IVPSA CORPORATION, a Nevada corporation (the "Company") in connection with the preparation of the Registration Statement on Form SB-2 (the "Registration Statement"), as to which this opinion is a part, filed with the U. S. Securities and Exchange Commission (the "Commission") for the distribution by spin-off of up to 6,873,750 shares of common stock, $0.001 par value, of the Company (the "Shares").
In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.
Based on the Foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under the laws of the State of Nevada.
2. The Shares to be issued as covered by the Registration Statement and registered by the Company, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
Law Offices of Thomas C. Cook
/s/ Thomas C. Cook
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Thomas C. Cook, Esq.
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Exhibit 10.1
06011-001
EXCLUSIVE OPTION AGREEMENT
This Exclusive Option Agreement (hereinafter called "Agreement"), to be effective as of the 15th day of March, 2007 (hereinafter called "Effective Date"), is by and among The Cleveland Clinic Foundation (hereinafter, "CCF") with its principal location at 9500 Euclid Ave., Cleveland, Ohio 44195 and IVPSA, with its principal location at 500 N. Rainbow, Suite 300, Las Vegas, NV 89107 (hereinafter, "OPTIONEE"). Collectively, both entities may hereinafter be referenced to as "Party" or "Parties."
Whereas, CCF owns the Licensable Technology as defined below;
Whereas, OPTIONEE specializes in developing technology and bringing new technologies to market;
Whereas, OPTIONEE desires to investigate and conduct due diligence with respect to the commercial viability of the Licensable Technology prior to executing the License Agreement;
NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto expressly agree as fellows:
A. "Affiliates" means any corporation or other business entity which controls, is controlled by or is under common control with OPTIONEE. For purposes of this Section 1.1, "control" shall mean direct or indirect ownership of (i) at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors, or (ii) in any country where the local law shall not permit foreign equity participation of at least fifty percent (50%) then the maximum percentage of such outstanding stock or voting rights permitted by local law.
B. "Confidential Information" means any confidential or proprietary information furnished by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, provided that such information is specifically designated as confidential. Confidential Information shall include, but not be limited to, the following when specifically designated as confidential: business information, trade secrets, technical information, know-how, engineering process, intellectual property, business plans and strategies, business operations and systems, marketing techniques, material pricing policies, information concerning employees, customers, licensees and/or vendors, patent applications, patent prosecution, inventions, ideas, procedures, formulae or data, The term Confidential Information shall not be deemed to include information which (a) is now, or hereafter becomes, through no act or failure of the Receiving Party, in the public domain; (b) is known by the Receiving Party at the time of receipt of such information; (c) is hereafter furnished to the Receiving Party by a. third party, who is not subject to any restriction on disclosure at the time of disclosure to the Receiving Party; or (d) has been developed by the Receiving Party completely independent of the delivery of Confidential Information hereunder.
C. "Field" shall mean clinical use as a catheter for insertion into the vascular system of a patient to direct fluid flow, sampling of fluids and oxygenation monitoring.
D. "Licensable Know How" shall mean any and all information, including but not limited to, confidential, proprietary and trade secret information owned, controlled, originated, conceived, reduced to practice, developed or otherwise in the possession of CCF as of the Effective Date necessary to practice Licensable Patents, including without limitation, all methods, processes, processing techniques, products, compositions, formulas, test data, and designs.
E. "Licensable Patents" shall refer to and mean US Patent Application # 60/797,433 entitled "Intra-jugular Catheter" and any U.S. or foreign patent applications, reissues, extensions, renewals, reexaminations, certificates of invention, substitutions, divisions, continuations, and continuations-in-part thereof having the Principal Investigator as an inventor and having the same priority date as the parent applications.
G. "Licensable Technology" shall mean Licensable Patents and Licensable Know How,
H. "Principal Investigator" shall mean Dr. Rafi Avitsian while an employee of CCF.
The license agreement shall include at least the following provisions. license fees, royalty payments, required terms for granting sublicenses (if any), a commitment by OPTIONEE and any sublicensee to exert their best efforts to introduce the licensed material into public use as rapidly as practicable, the right of CCF to terminate the license should OPTIONEE not meet specified due-diligence milestones, and indemnity and insurance provisions satisfactory to CCF. Provided other terms of a license agreement negotiated by the Parties upon OPTIONEE's exercise of the Option generally conform with CCF's standard practices and license terms, such license agreement shall include financial terms to be negotiated within the following ranges: (i) OPTIONEE shall pay CCF a License Fee in amounts that total not less than seventy-five thousand dollars ($75,000) nor more than one hundred thousand dollars ($100,000); and (ii) OPTIONEE shall remit royalties to CCF on a quarterly basis based on a percentage of net sales of the products subject to the license agreement of not less than 7.5% nor more than 15%.
3.1 Option Fee. Within fifteen (l5) days of the Effective Date of this Agreement, OPTIONEE shall pay CCF a nonrefundable fee equal to thirty-six thousand dollars ($36,000).
3.2 Patent Prosecution and Maintenance. CCF shall notify OPTIONEE of any and all costs associated with prosecuting and maintaining the Licensable Patents throughout the Option Period, and OPTIONEE shall reimburse CCF up to $2,500 any and all reasonable costs associated therewith, reimbursement payments shall be due within 15 days of receiving invoices from CCF. If OPTIONEE fails to make such reimbursement payments, it shall automatically relinquish all rights under this Agreement.
Title to all Licensable Technology (including but not limited to prototypes developed by the OPTIONEE) shall remain in CCF. Any materials developed by OPTIONEE shall be returned to CCF at the end of the Option Period.
(a) This Agreement shall be terminable upon the material breach of either party. In the event of a material breach by a party ("Defaulting Party") the other party ("Non-Defaulting Party") shall give the Defaulting Party written notice of the default and its termination of this Agreement, subject to a thirty (30) day right to cure. If the Defaulting Party (i) fails to cure the breach within thirty (30) days after receipt of notice from the Non-Defaulting Party, or (ii) fails to provide a written explanation satisfactory to the Non-Defaulting Party for the cure or other resolution of the default, then this Agreement shall be terminated as of the date of the notice. All termination rights shall be in addition to and not in substitution for any other remedies that may be available to the Non- Defaulting Party.
(b) Termination pursuant to this section shall not relieve the Defaulting Party from liability and damages to the Non-Defaulting Party for default. Waiver by either party of a single default or a succession of defaults shall not deprive such party of any right to terminate this Agreement arising by reason of a subsequent default
this Agreement prior to the termination. Upon expiration of this Agreement, the obligations set forth in Sections 8, 9.2, 9.3, 9.7 and 9.13, 9.14 shall survive.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective assigns and successors in interest. The Agreement may not be assigned by either Party without the consent in writing of the other Party.
All notices, reports or other required, material communications pursuant
to this Agreement shall be sent to such Party via (i) United States Postal
Service certified mail, return receipt requested, postage prepaid, (ii)
overnight courier, charges prepaid or (iii) facsimile transmission, addressed
to it at its address set forth below or as it shall designate by written
notice given to the other Parties. Notice shall be sufficiently made or given
(a) on the date of mailing, (b) when deposited with the overnight courier, or
(c) when facsimile printer reflects receipt.
CCF:
CCF Innovations - Mailstop D20
The Cleveland Clinic Foundation
500 Euclid Avenue
Cleveland, OH 44195
Attn: Neil Veloso
Facsimile No. 216-445-6514
With copy to:
Office of General Counsel - Mailstop
Attn: Karen Shanahan, Esq.
Facsimile No. 216-297-7005
OPTIONEE:
IVPSA
500 N. Rainbow, Suite 300,
Las Vegas NV _89107
8.1 Except in the event that a party shall reasonably determine that it must seek a preliminary injunction, temporary restraining order or other provisional relief; upon the occurrence of a dispute between parties, including, without limitation, any breach of this Agreement or any obligation relating thereto, the matter shall be referred first to authorized officers of CCF and OPTIONEE, or their designees. The authorized officers or their designees as the CCF may be, shall negotiate in good faith to resolve such dispute in a mutually satisfactory manner for thirty (30) days. If such efforts do not result in mutually satisfactory resolution of the dispute, the matter shall be handled by arbitration in accordance with Section 8.2.
8.2 Any arbitration shall be conducted in Cleveland, Ohio in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and in the English language. The arbitrators shall include one nominee of CCF and one nominee of OPTIONEE, and a third person selected by said nominees. The parties agree that any arbitration panel shall include members knowledgeable as to evaluation of the biotechnology industry. Judgment upon the award rendered may be entered in the highest court or forum, state or federal, having jurisdiction; provided however that the provisions of this Section 8 (Dispute Resolution) shall not apply to any dispute or controversy as to which any treaty or law prohibits such arbitration,
8.3 Notwithstanding the foregoing, nothing in this Section 8 shall be construed to waive any rights or timely performance of any obligations existing under this Agreement.
regulations, the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation. In the event the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement without penalty upon thirty (30) days written notice to the other party.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in multiple originals by their duly authorized officers and representatives on the respective dates shown below, hut effective as of the Agreement Date.
IVPSA THE CLEVELAND CLINIC FOUNDATION
By: /s/ T. J. Jesky By: /s/ Michael P. O'Boyle
--------------- ----------------------
Name: T. J. Jesky Name: Michael P. O'Boyle
--------------- ----------------------
Title: President/CEO Title: Chief Operating Officer
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Date: March 20, 2007 Date: 3-27, 2007
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APPROVED AS TO FORM
CCF-OFFICE OF
GENERAL COUNSEL
BY KDS
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DATE 3/26/07
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CMSI#
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Exhibit 23.1
We consent to the use, in the registrations statement on Form SB2 of IVPSA Corporation, of our report dated September 26, 2007 on our audit of the financial statements of IVPSA Corporation as of August 31, 2007, and the related statements of operations, stockholders' equity and cash flows from inception August 14, 2006 through August 31, 2007 and for the period then ended, and the reference to us under the caption "Experts."
/s/ Moore & Associates, Chartered
---------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
October 26, 2007
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2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702)253-7511 Fax (702)253-7501