As filed with the Securities and Exchange Commission on June 22, 2010
File No. _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Innovative Product Opportunities Inc.
(Name of small business issuer in its charter)
Delaware 7389 42-1770123
(State of other (Primary Standard Industrial (IRS Employer
jurisdiction Classification Code Number) Identification Number)
of incorporation)
730 Gana Court
Mississauga, Ontario
Canada L5S 1P1
(347) 789-7131
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Doug Clark, President
730 Gana Court
Mississauga, Ontario
Canada L5S 1P1
(347) 789-7131
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of communications to:
Peter J. Gennuso, Esq.
Gersten Savage LLP
600 Lexington Avenue, 9th Floor
New York, NY 10022
phone (212) 752-9700 x 9437
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the 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. []
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [] Accelerated filer []
Non-accelerated filer [] Smaller Reporting Company [x]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of each| Amount of | Proposed maximum| Proposed maximum| Amount of class of | shares to be | offering price | Aggregate | registration securities to| registered(1)| per share (2) | offering price | fee
be registered| | | | ------------------------------------------------------------------------------- Common stock,| | | | to be sold by| | | | existing | 10,000,000 | $0.10 | $1,000,000 | $71.30 shareholders | | | | ------------------------------------------------------------------------------- Common Stock,| | | | held in | | | | trust, to be | | | | distributed | | | | to Metro One | 1,000,000 | n/a | n/a | n/a Development, | | | | Inc. | | | | shareholders | | | | ------------------------------------------------------------------------------- |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. There is no current market for the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o).
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.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND THESE SECURITIES MAY NOT BE SOLD UNTIL THAT REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION June __, 2010
INNOVATIVE PRODUCT OPPORTUNITIES, INC.
OFFERING UP TO 11,000,000 COMMON SHARES
This prospectus relates to the sale or distribution of up to 11,000,000 shares of our common Stock. 10,000,000 shares may be sold by several selling stockholders. 1,000,000 shares will also be distributed, without receipt of payment, pursuant to a trust held for the benefit of shareholders of Metro One Development, Inc. after the registration statement filed with the Securities and Exchange Commission is declared effective and the shares list on the Over-the-Counter Bulletin Board. All costs associated with this registration will be borne by us.
The shares of our common stock are not currently traded.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The selling stockholders will sell at a price of $0.10 per share until our shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We intend to seek a listing on the Over-the-Counter Bulletin Board but we may not be successful.
THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. BEFORE PURCHASING ANY OF THE COMMON SHARES COVERED BY THIS PROSPECTUS, CAREFULLY READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 7. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN THE LOSS OF THEIR ENTIRE INVESTMENT. THERE IS CURRENTLY NO PUBLIC TRADING MARKET FOR THE SECURITIES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC"), NOR ANY STATE SECURITIES COMMISSION, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dealer Prospectus Delivery Obligation
Until [90 days from the date of effectiveness], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments.
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. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, the date of this Prospectus is June 22, 2010.
TABLE OF CONTENTS
TABLE OF CONTENTS
Page
Prospectus Summary............................................................6
Risk Factors..................................................................7
Cautionary Statement Concerning Forward-Looking Statements...................14
Use of Proceeds..............................................................14
Dilution.....................................................................14
Determination of Offering Price..............................................14
Selling Security Holders.....................................................15
Plan of Distribution.........................................................17
Description of Securities to be Registered...................................18
Interests of Named Experts and Counsel.......................................19
Description of Business......................................................19
Description of Property......................................................21
Legal Proceedings............................................................21
Market Price of and Dividends on Common Equity
and Related Stockholder Matters............................................22
Financial Statements...................................................F1 - F11
Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................23
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................................25
Quantitative and Qualitative Disclosures About Market Risk...................25
Directors, Executive Officers, Promoters and Control Persons.................25
Executive Compensation.......................................................26
Security Ownership of Certain Beneficial Owners and Management...............27
Transactions with Related Persons, Promoters and Certain Control Persons.....28
Director Independence........................................................28
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.................................................29
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INNOVATIVE PRODUCT OPPORTUNITIES INC.
PROSPECTUS SUMMARY
The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements.
ABOUT US
We are a development stage enterprise incorporated under the laws of the State of Delaware on April 3, 2009. Our headquarters are located at 730 Gana Court Mississauga, Ontario Canada L5S 1P1. Our phone number is 347-789-7131. Our website can be found at www.innovativeproductopportunities.com. The information on our website is not a part of this prospectus.
Our business plan is to provide a full-service product development firm to meet the needs of new and emerging product ideas available for sale today and in the future. Our Certified Engineering Technicians can be involved with every step of a project, from hand sketches and design through prototyping, construction and project management of production products. We believe that we will be able to deliver a complete solution and platform to startup and development stage companies and their new products.
This is our initial public offering. There is not currently a market for our common stock. We intend for our shares to be listed on the Over-the-Counter Bulletin Board but our stock has not been approved for trading on the Over-the-Counter Bulletin Board as of the date of this prospectus. We cannot determine if an active market will develop for our common stock. Additionally, we cannot determine or predict the price at which our common stock will initially trade. The selling stockholders will sell at a price of $0.10 per share until our shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. 1,000,000 shares will also be distributed, without receipt of payment, pursuant to a trust held for the benefit of shareholders of Metro One Development, Inc. after the registration statement filed with the Securities and Exchange Commission is declared effective and our common stock is traded on the Over-the-Counter Bulletin Board.
SALES BY OUR SELLING STOCKHOLDERS
This prospectus relates to the sale of up to 11,000,000 shares of our common stock. 10,000,000 shares may be sold by several selling stockholders. 1,000,000 shares will also be distributed, without receipt of payment, pursuant to a trust held for the benefit of shareholders of Metro One Development, Inc. after the registration statement filed with the Securities and Exchange Commission is declared effective and our common stock is traded on the Over-the-Counter Bulletin Board.
The Offering
Common stock outstanding as 31,000,000 shares,
of June 18, 2010 par value $0.0001 per share
Common stock offered 11,000,000 shares
Use of proceeds We will not receive any proceeds from the
sale by the selling stockholders of our
common stock or shares distributed by the
trust.
Symbol for our common stock Our common stock is not currently traded.
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SUMMARY OF SELECTED FINANCIAL INFORMATION
The following table sets forth summary financial data derived from Innovative Product's audited financial statements. The data should be read in conjunction with the financial statements and the related notes thereto, as well as the "Management's Discussion and Plan of Operations" included elsewhere in this prospectus.
Financial Data Summary
From inception
(April 3, 2009)
through
March 31, 2010
Statements of Operations Data
Total Revenues $ 0
-------------
Organizational and Professional Expenses 2,000
=============
Total Expenses 2,000
-------------
Net Income (Loss) $ (2,000)
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Weighted average number of shares outstanding 20,000,000
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Net Income (Loss) per Share $ 0.00
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Balance Sheet Data March 31, 2010
--------------
Working Capital $ 0
=============
Total Assets $ 0
=============
Total Liabilities $ 0
=============
Shareholders' Equity $ 0
=============
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information included in this prospectus. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected and you may lose some or all of your investment.
RISKS RELATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE ENTERPRISE THAT LACKS ANY OPERATING HISTORY OR REVENUES AND WE MAY NEVER GENERATE REVENUES OR BECOME PROFITABLE.
We are a development stage enterprise without financial resources and an operating history on which an investor can base its assessment of our business plan. We expect to incur losses in the foreseeable future due to significant costs associated with our business startup and development, including costs associated with our on-going operations. Our operations may never generate sufficient revenues to fund our continuing operations and we may never generate positive cash flow from our operations. Further, we may not attain or sustain profitability in any future period. If we do not successfully develop our business, you may lose all or part of your investment.
IF WE FAIL TO SUCCESSFULLY MANAGE OUR NEW PRODUCT DEVELOPMENT OR NEW PRODUCT MARKET EXPANSION, OR IF WE FAIL TO ANTICIPATE THE ISSUES ASSOCIATED WITH SUCH DEVELOPMENT OR EXPANSION, OUR BUSINESS MAY SUFFER.
We have not completed development on our first product. Our ability to anticipate and manage a variety of issues associated with new product development and market expansion, such as:
* difficulties faced in manufacturing;
* market acceptance;
* effective management of inventory levels in line with anticipated product demand; and
* quality problems or other defects in the early stages of product introduction that were not anticipated in the design of those products.
Our business may suffer if we fail to successfully anticipate and manage these issues associated with product development and market expansion and you may lose all or part of your investment.
OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Currently, we do not have any material assets, nor do we have operations or a source of revenue sufficient to cover our operational costs and allow us to continue as a going concern. Since our inception on April 3, 2009, we have accumulated a deficit of $2,000. We will depend upon the raising of additional capital through placement of our common stock in order to implement our business plan. We are currently funding our initial operations by way of loans from our Chief Executive Officer and through the issuance of common stock in exchange for services. Accordingly, these factors raise substantial doubt as to our ability to continue as a going concern.
CURRENT DECLINING GENERAL ECONOMIC OR BUSINESS CONDITIONS MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS.
Our current and future business plans depend, in large part, on the overall state of the economy. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectations for the global economy and expectations of slower global economic growth going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated a global economic slowdown. If the economic climate does not improve or continues to deteriorate, it could have a material adverse effect on our ability to implement our business plan.
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO FULFILL OUR BUSINESS PLAN.
We require substantial funds to further develop and implement our business plan. To meet our future obligations, from time to time, we may need to issue debt or shares of our common stock or other equity instruments such as warrants. However, we may not be able to obtain additional financing when needed, or if available, such financing may not be on commercially reasonable terms. If we are unable to obtain financing when needed, we may be forced to curtail our planned development, which would negatively affect the value of your investment.
WE CURRENTLY DO NOT HAVE ANY CUSTOMERS AND IF WE CANNOT ATTRACT CUSTOMERS WE WILL NOT GENERATE REVENUES AND OUR BUSINESS WILL FAIL.
As of June 18, 2010, we do not have any customers. We may not be able to successfully attract customers and in the event that we do attract customers, we may not be able to maintain such customers and as a result, we will not generate revenues and our business will fail. If our business fails, you will lose all or part of your investment.
OUR ORIGINAL SHAREHOLDERS HAVE CONTROL OVER OUR POLICIES AND AFFAIRS AND THEY MAY TAKE CORPORATE ACTIONS THAT COULD NEGATIVELY IMPACT OUR BUSINESS AND STOCK PRICE.
Our original shareholders own approximately 64.5% of our voting securities. The original shareholders will control our policies and affairs and all corporate actions requiring shareholder approval, including the election of directors. Additionally, these holdings may delay, deter or prevent transactions, such as mergers or tender offers, that would otherwise benefit investors.
WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN INCREASING COSTS AS WELL AS A DECREASE IN OUR STOCK PRICE.
We intend to expand our customer base and develop new products.
To manage our anticipated growth, we must continue to improve our operational
and financial systems and expand, train, retain and manage our employee base
to meet new opportunities. Because of the registration of our securities, we
are subject to reporting and disclosure obligations, and we anticipate that
we will hire additional finance and administrative personnel to address these
obligations. In addition, the anticipated growth of our business will place a
significant strain on our existing managerial and financial resources. If we
cannot effectively manage our growth, our business may be harmed.
IF WE LOSE THE RESEARCH AND DEVELOPMENT SKILLS AND MANUFACTURING CAPABILITIES OF OUR FOUNDER, OUR ABILITY TO ATTAIN PROFITABILITY MAY BE IMPEDED AND IF WE DO NOT ATTAIN PROFITABILITY, OUR STOCK PRICE MAY DECREASE AND YOU COULD LOSE
PART OR ALL OF YOUR INVESTMENT.
Doug Clark founded our Company. He invested the necessary start-up costs from his personal finances and he is our Certified Engineering Technician. In addition, Mr. Clark has relationships with key suppliers. These relationships with suppliers afford us access to valuable resources that help ensure product availability on time that is competitively priced. Our success depends in large part upon Mr. Clark 's contacts in this industry. If we were to lose the benefit of his services, our ability to obtain materials at an affordable price would be adversely effected which would have a negative impact on our operations. We presently have no employment agreement with Mr. Clark.
WE WILL INCUR INCREASED COSTS AND DEMANDS UPON MANAGEMENT AS A RESULT OF COMPLYING WITH THE LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES, WHICH COULD HARM OUR OPERATING RESULTS.
As a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission ("SEC"). The expenses incurred by reporting companies for reporting and corporate governance purposes have increased dramatically in recent years. We expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are unable to currently estimate these costs with any degree of certainty. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage previously available. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. Currently we do not have a system of checks and balances in place covering our financial operations and investors will bear the economic risk associated with the lack of such oversight.
BECAUSE WE DO NOT HAVE AN AUDIT COMMITTEE, SHAREHOLDERS WILL HAVE TO RELY ON THE DIRECTORS, WHO ARE NOT INDEPENDENT, TO PERFORM THESE FUNCTIONS.
We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. The members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the board members are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.
TO DATE WE HAVE NOT GENERATED REVENUES FROM OPERATIONS AND WE MAY HAVE ADDITIONAL CAPITAL REQUIREMENTS TO CONTINUE OUR OPERATIONS BUT THEY MIGHT NOT BE AVAILABLE TO US ON FAVORABLE TERMS OR AT ALL, AND IF UNAVAILABLE OUR ABILITY TO RUN OUR BUSINESS WILL BE IMPAIRED.
We have limited working capital. As a result, it may be impossible to expand our operations. If we are unable to generate sufficient revenues to cover operating expenses or raise additional funds after the twelve months or during the twelve months should we determine to undertake additional projects, outside of our current business plan, we will be unlikely to expand our business operations. We currently have no other plans or arrangements to raise capital for our business except for this Offering.
RISKS RELATED TO THIS OFFERING AND OUR STOCK
A TRADING MARKET MAY NOT DEVELOP FOR OUR COMMON STOCK AND YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO SELL YOUR SHARES FOR THE FORESEEABLE FUTURE.
Our common stock does not currently trade in any market or exchange. As of June 18, 2010, we had only 12 shareholders. This number of shareholders will not be sufficient to build a trading market and we may not sufficiently expand our number of shareholders for the foreseeable future. We intend to list our shares on the Over-the-Counter Bulletin Board but we may not be successful in making that listing. If a trading market does not develop for our common stock, you may find it difficult or impossible to sell your shares.
"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT WHICH MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO BUY AND SELL OUR SHARES.
Trading in our securities is subject to the SEC's "penny stock" rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.
IF OUR STOCK DOES TRADE IN A MARKET OR EXCHANGE, OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL SHARES OF OUR COMMON STOCK AT OR ABOVE THE PRICE YOU PAID.
Prior to this offering, our common stock has not been traded in a public market. We cannot predict the extent to which a trading market will develop or how liquid that market might become. Additionally, we are not selling shares in this offering. The selling stockholders will sell their shares at such prices and such times as they determine. It is possible that they may not sell their shares at all. The selling stockholders will sell at a price of $0.10 per share until the shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We intend to seek a listing on the Over-the-Counter Bulletin Board but we may not be successful. The trading price of our common stock following this offering is therefore likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include:
- Quarterly variations in our results of operations or those of our competitors.
- Announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments.
- The emergence of new sales channels in which we are unable to compete effectively.
- Our ability to develop and market new and enhanced products on a timely basis.
- Commencement of, or our involvement in, litigation.
- Any major change in our board or management.
- General economic conditions and slow or negative growth of related markets.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.
AS A RESULT OF BEING A PUBLIC COMPANY, WE WILL INCUR INCREASED COSTS THAT MAY MAKE IT MORE DIFFICULT TO IMPLEMENT OUR BUSINESS PLAN.
As a public company, we will incur significant legal, accounting and other expenses associated with public company reporting requirements that we did not incur as a private company. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the Securities and Exchange Commission. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. We anticipate that the costs that we will incur as a result of being a public company will adversely affect our already limited liquidity, making it difficult for us to proceed with our business development plans. We may never become profitable. You may lose your entire investment.
WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WOULD REDUCE INVESTORS' PERCENTAGE OF OWNERSHIP, DECREASE THE VALUE OF INVESTORS' INVESTMENT AND MAY DILUTE OUR SHARE VALUE.
Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock and 1,000,000 shares of preferred stock. In the past, we have been able to pay for some of the services we require through the issuance of our common stock. We may continue to compensate our consultants and other staff with common stock in order to preserve our cash for other uses. The future issuance of authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common stock held by our investors, may decrease the value of our investors' investment and might have an adverse effect on any trading market for our common stock, if one ever exists.
WE DO NOT PLAN TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, AND, AS A RESULT, STOCKHOLDERS WILL NEED TO SELL SHARES TO REALIZE A RETURN ON THEIR INVESTMENT.
We have not declared or paid any cash dividends on its capital stock since inception. We intend to retain any future earnings to finance the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future. As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any. If no market develops for the common shares in the future investors would lose their entire investment.
YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY BECAUSE THERE IS NO
PUBLIC MARKET FOR OUR STOCK.
There is no public market for our common stock. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We intend to apply for quotation to the Over-the-Counter Bulletin Board. Assuming that we are successful in finding a market maker to submit for quotation of our stock, of which there can be no assurance, our securities will likely be subject to the penny stock rules, which apply generally to equity securities with a price of less than $5.00 per share, other than securities registered on certain national exchanges or quoted on the NASDAQ system. The penny stock rules reduce the level of trading activity and the secondary market for a security that becomes subject to the penny stock rules. Therefore, investors in this Offering may find it more difficult to sell their Shares.
THERE IS CURRENTLY NO MARKET FOR OUR COMMON STOCK, BUT IF A MARKET FOR OUR COMMON STOCK DOES DEVELOP, OUR STOCK PRICE MAY BE VOLATILE.
There is currently no market for our common stock and there is no assurance that a market will develop. If a market develops, it is anticipated that the market price of our common stock will be subject to wide fluctuations in response to several factors including:
- The ability to generate revenues from sales;
- The ability to generate brand recognition of our products and services and acceptance by consumers;
- Increased competition from competitors who offer competing services;
- The Company's financial condition and results of operations; and
- The ability to continue to generate or otherwise acquire new concepts and develop those assets into viable commercial projects.
Furthermore, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to our operating performance, may affect the market price of our stock.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our "Risk Factor" section and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and sold from time to time by certain selling stockholders. We will not receive proceeds from the sale of shares of common stock in this offering.
DILUTION
We are not issuing new common shares in this offering, therefore existing stockholders' ownership will not be diluted. If we raise money by means of an offering of our common stock at a later time, each of our stockholders' ownership interest in our Company would be proportionately reduced. None of our stockholders have any pre-emptive rights to acquire additional shares of our common stock or other securities.
DETERMINATION OF OFFERING PRICE
The shares of common stock are being offered for sale by the selling stockholders at a price of $0.10 per share until the shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
SELLING SECURITY HOLDERS
Based upon information available to us as of June 18, 2010, the following table sets forth the names of the selling stockholders, the number of shares owned, the number of shares registered by this prospectus and the number and percent of outstanding shares that the selling stockholders will own after the sale of the registered shares, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling stockholders. The selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. As used in this prospectus, "selling stockholder" includes donees, pledgees, transferees or other successors-in-interest selling shares received from the named selling stockholder as a gift, pledge, distribution or other non-sale related transfer.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.
Name and Address Ownership Number of Number of Shares Percentage
of Beneficial Owner Before Shares Owned After Owned After
Offering Offered Offering(1) Offering (2)
------------------------------------------------------------------------------
Nadav Elituv (3) 1,000,000 1,000,000 -0- 0%
53 Theodore Pl.
Thornhill, Ontario
Canada L4J 8E4
The Cellular 1,000,000 1,000,000 -0- 0%
Connection Ltd. (4)
P.O. Box 562
Richmond Hill, Ontario
Canada L4B 4R6
Bradley Southam (5) 1,000,000 1,000,000 -0- 0%
139 Bayne Cresent
Cambridge Ontario
Canada N1T 1K5
Evan Schwartzberg (6) 1,000,000 1,000,000 -0- 0%
85 Corstate Ave
unit #1
Concord, Ontario
Canada L4K 4Y2
Brett W. Gold (7) 1,000,000 1,000,000 -0- 0%
60 Sutton Place SP #6DN
New York, NY 10022
Al Kau (8) 1,000,000 1,000,000 -0- 0%
33671 Chula Vista
Monarch Beach,
|
CA 92629
Larry Burke (9) 1,000,000 1,000,000 -0- 0%
126 Rose Park Drive
Toronto, Ontario
Canada M4T 1R5
Aaron Shrira (10) 1,000,000 1,000,000 -0- 0%
226 North Wetherly Drive
Beverily Hills Ca. 90211
Danielle Goose (11) 1,000,000 1,000,000 -0- 0%
62 Castlewood Road
North York Ontario
Canada M5M 2L2
William Reil (12) 1,000,000 1,000,000 -0- 0%
23 Nassau Dr
Grimsby, ON
L3M 3A3
---------- ----------
Total 10,000,000 10,000,000
|
(1) These numbers assume the selling stockholders sell all of their shares prior to the completion of the offering.
(2) Based on 31,000,000 shares outstanding as of June 18, 2010.
(3) We are registering 1,000,000 shares of common stock that we issued to Nadav Elituv on May 14, 2010 in exchange for software development services valued at $10,000.
(4) We are registering 1,000,000 shares of common stock that we issued to The Cellular Connection, Ltd. on May 14, 2010 in exchange for business development services valued at $10,000. Stuart Turk, as the principal owner of The Cellular Connection, Ltd., has voting and dispositive control over these shares.
(5) We are registering 1,000,000 shares of common stock that we issued to Bradley Southam on May 14, 2010 in exchange for graphic arts development services valued at $10,000
(6) We are registering 1,000,000 shares of common stock that we issued to Evan Schwartzberg on May 14, 2010 in exchange for accounting and financial services valued at $10,000.
(7) We are registering 1,000,000 shares of common stock that we issued to Brett W. Gold on May 14, 2010 in exchange for business development services valued at $10,000
(8) We are registering 1,000,000 shares of common stock that we issued to Al Kau on May 14, 2010 in exchange for business development services valued at $10,000
(9) We are registering 1,000,000 shares of common stock that we issued to Larry Burke on May 14, 2010 in exchange for design and technical services valued at $10,000.
(10) We are registering 1,000,000 shares of common stock that we issued to Aaron Shrira on May 14, 2010 in exchange for business development services valued at $10,000
(11) We are registering 1,000,000 shares of common stock that we issued to Danielle Goose on May 14, 2010 in exchange for business development services valued at $10,000
(12) We are registering 1,000,000 shares of common stock that we issued to William Reil on May 14, 2010 in exchange for business development services valued at $10,000
PLAN OF DISTRIBUTION
The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell the shares from time to time:
- in transactions on the Pink Sheets, the Over-the-Counter Bulletin Board or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;
- in private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;
- at a price of $0.10 per share for the duration of the offering or until our shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices;
- in negotiated transactions;
- in a combination of such methods of sale; or
- any other method permitted by law.
The selling stockholders may effect such transactions by offering and selling the shares directly to or through securities broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of the shares for whom such broker-dealers may act as agent or to whom the selling stockholders may sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.
On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling stockholders that they and any securities broker-dealers or others who may be deemed to be statutory underwriters will be governed by the prospectus delivery requirements under the Securities Act. Under applicable rules and regulations under the Securities Exchange Act, any person engaged in a distribution of any of the shares may not simultaneously engage in market activities with respect to the common stock for the applicable period under Regulation M prior to the commencement of such distribution. In addition and without limiting the foregoing, the selling security owners will be governed by the applicable provisions of the Securities and Exchange Act, and the rules and regulations thereunder, including without limitation Rules 10b-5 and Regulation M, which provisions may limit the timing of purchases and sales of any of the shares by the selling stockholders. All of the foregoing may affect the marketability of our securities.
On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling stockholders that the anti-manipulation rules under the Securities Exchange Act may apply to sales of shares in the market and to the activities of the selling security owners and any of their affiliates. We have informed the selling stockholders that they may not:
- engage in any stabilization activity in connection with any of the shares;
- bid for or purchase any of the shares or any rights to acquire the shares,
- attempt to induce any person to purchase any of the shares or rights to acquire the shares other than as permitted under the Securities Exchange Act; or
- effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution.
We have informed the selling stockholders that they must affect all sales of shares in broker's transactions, through broker-dealers acting as agents, in transactions directly with market makers, or in privately negotiated transactions where no broker or other third party, other than the purchaser, is involved. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers, and any profits received on the resale of shares, may be deemed to be underwriting discounts and commissions under the Securities Act if the broker-dealers purchase shares as principal. In the absence of the registration statement to which this prospectus is a part, certain of the selling stockholders would be able to sell their shares only pursuant to the limitations of Rule 144 promulgated under the Securities Act.
1,000,000 shares will also be distributed, without receipt of payment, pursuant to a trust held for the benefit of shareholders of Metro One Development, Inc. Pursuant to the terms of the trust, distribution of the shares by the Trustee is conditioned upon the Securities and Exchange Commission declaring this registration statement effective, and the shares becoming free trading. The trust shall cease to exist upon the distribution of the shares to the shareholders of Metro One Development, Inc. These beneficiaries shall receive distributions consistent with their pro rata ownership of Metro One Development, Inc. common stock as of the date our shares are traded on the Over-the-Counter Bulletin Board.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Articles of Incorporation authorize us to issue 500,000,000 shares of common stock, par value $0.0001 per share.
Miscellaneous Rights and Provisions. There are no preemptive rights, subscription rights, or redemption provisions relating to the shares and none of the shares carries any liability for further calls.
Dividends. Holders of shares are entitled to receive dividends in cash, property or shares when and if the Board of Directors declares dividends out of funds legally available therefore.
Voting. A quorum for any meeting of shareholders is a majority of shares then issued and outstanding and entitled to be voted at the meeting. Holders of shares are entitled to one vote, either in person or by proxy, per share.
Liquidation, dissolution, winding up. Upon our liquidation, dissolution or winding up, any assets will be distributed to the holders of shares after payment or provision for payment of all our debts, obligations or liabilities.
INTEREST OF NAMED EXPERTS AND COUNSEL
Gersten Savage LLP has issued an opinion on the validity of the shares offered by this prospectus, which has been filed as an Exhibit to this prospectus with Gersten Savage LLP's consent.
DeJoya Griffith & Company, LLC of Henderson, NV, have audited our financial statements for the periods ended December 31, 2009, March 31, 2010 and since inception (April 3, 2009) to March 31, 2010, and presented its audit report dated June 17, 2010, regarding such audit which is included with this prospectus with DeJoya Griffith & Company's consent as experts in accounting and auditing.
No expert or counsel within the meaning of those terms under Item 509 of Regulation S-B will receive a direct or indirect interest in our Company or was a promoter, underwriter, voting trustee, director, officer, or employee of our Company. Nor does any such expert have any contingent based agreement with us or any other interest in or connection to us.
DESCRIPTION OF BUSINESS
HISTORY
We incorporated in the State of Delaware on April 3, 2009 and commenced business, as Innovative Product Opportunities Inc.
OUR BUSINESS
Our business is to provide a full-service product development firm to meet the needs of new and immerging product ideas available for sale today and in the future. Our Certified Engineering Technicians can be involved with every step of a project, from hand sketches and design through prototyping, construction and project management of production products. We believe that we will be able to deliver a complete solution to startup and development stage companies.
RESEARCH AND DEVELOPMENT
We have not spent any funds on research and development activities since our inception on April 3, 2009.
EMPLOYEES
As of June 18, 2010, we had three employees. All three employees are part-time. We believe that our relations with our employees are good.
CUSTOMERS
We market our services to the inventors and businesses via trade and industry publications. In general, the clients to whom we market our products also can design and produce their products themselves or direct through our contacts.
Many products developed are new and innovative that require public recognition to realize potential. Innovative Product Opportunities intends to provide a platform and vehicle for that public recognition. Our customers will ultimately be our customers customers.
WHOLESALE OPERATIONS
We currently do not have any wholesale operations but intend too as we develop new products. We have wholesale contacts in North America and the Orient. We will develop these contacts as suits clients requirments.
COMPETITION
We compete with other manufacturers and distributors who offer one or more products competitive with the products we intend to sell. Our principal means of competition are our quality, reliability, and value-added services, including delivery and service alternatives.
The product development industry is competitive, characterized by the frequent introduction of new products and includes numerous domestic and foreign competitors, some of which are substantially larger and have greater financial and other resources than we do. We compete principally on the basis of offering quality products at competitive prices and providing high quality customer service. Our competition includes:
* Ross + Doell
* Lore Product Design
* SZID Design
* C3 Design
PRODUCT DEVELOPMENT
We have retained the services of Metro One Development Inc. and expect to investigate synergies of product ideas over the next several months. Other than the first product we do not intend to further develop any new products until we raise additional funding.
MANUFACTURING AND PRODUCT SOURCING
Most supplies used in the manufacturing process are readily available from any number of local and international suppliers, at competitive prices. Delivery of product will vary depending on source and quantity required.
We rely on the performance and cooperation of independent suppliers and vendors of raw materials whose services are and will be a material part of our products. We rely on these subcontractors to manufacture the components of our products that are all based on purchase orders, which the subcontractors can accept or reject.
REPORTS TO SECURITY HOLDERS
This registration statement, including all exhibits, and other materials we file with the Securities and Exchange Commission, may be inspected without charge, and copies of these materials may also be obtained upon the payment of prescribed fees, at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. Copies of all of our filings with the Commission may be viewed on the SEC's Internet web site at http://www.sec.gov.
For so long as we are a reporting company, we will be required to file annual reports with the SEC, containing audited financial statements. However, unless we register our common stock under Section 12(g) of the Exchange Act, we will not be required to deliver an annual report containing audited financial statements to security holders. We currently have no plans to register our common stock under Section 12(g) of the Exchange Act. If we are not required to deliver an annual report to security holders, we do not intend to voluntarily deliver annual reports to security holders containing audited financial statements.
DESCRIPTION OF PROPERTY
On July 1, 2010 we intend to move into a shared office in Mississauga, Ontario. The premises are being rented on a month to month basis at a rental rate of $250 per month.
LEGAL PROCEEDINGS
We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
As of the date of this prospectus, no established public trading market exists for our securities. We have issued 31,000,000 shares of common stock since our inception on April 3, 2009. All of these shares were restricted when issued. We intend to register 11,000,000 of these shares in this registration statement for sale by the selling security holders. We have no common equity subject to outstanding purchase options or warrants.
We cannot guarantee that a trading market for our common stock will ever develop or, if a market does develop, that it will continue.
NUMBER OF STOCKHOLDERS
The number of record holders of our common stock as of June 18, 2010 was approximately 12, not including nominees of beneficial owners.
DIVIDEND POLICY
We have not paid dividends on our common stock and we do not anticipate paying dividends on our common stock in the foreseeable future. We intend to retain our future earnings, if any, to finance the growth of our business.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have not adopted any compensation plan under which equity securities are authorized for issuance.
FINANCIAL STATEMENTS
DE JOYA GRIFFITH & COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders
Innovative Product Opportunities, Inc.
Henderson, NV 89052
We have audited the accompanying balance sheets of Innovative Product Opportunities, Inc. (A Development Stage Company) as of March 31, 2010 and December 31, 2009, and the related statements of operations, stockholders' deficit, and cash flows for the three months ended March 31, 2010, from inception (April 3, 2009) through December 31, 2009, and from inception (April 3, 2009) through March 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Innovative Product Opportunities, Inc. (A Development Stage Company) as of March 31, 2010 and December 31, 2009, and the related statements of operations, stockholders' deficit, and cash flows for the three months ended March 31, 2010, from inception (April 3, 2009) through December 31, 2009, and from inception (April 3, 2009) through March 31, 2010, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC Henderson, Nevada June 17, 2010 |
Innovative Product Opportunities, Inc.
(A Development Stage Enterprise)
BALANCE SHEETS
March 31, December 31,
2010 2009
(audited) (audited)
------------ ------------
ASSETS
Current assets
Cash $ -- $ --
------------ ------------
Total current assets -- --
------------ ------------
Total assets $ -- $ --
============ ============
|
LIABILITIES AND STOCKHOLDER DEFICIT
Current liabilities
Accounts payable and accrued expenses $ -- $ --
Due to related party -- --
------------ ------------
Total current liabilities -- --
------------ ------------
Total liabilities -- --
------------ ------------
Stockholder deficit
Preferred stock; $0.001 par value;
1,000,000 shares authorized,
-0- issued and outstanding -- --
Common stock; $0.0001 par value;
500,000,000 shares authorized,
20,000,000 issued and outstanding 2,000 2,000
Deficit accumulated during
development stage (2,000) (2,000)
------------ ------------
Total stockholder deficit -- --
------------ ------------
Total liabilities and stockholder deficit $ -- $ --
============ ============
|
The accompanying footnotes are an integral part of these financial statements.
Innovative Product Opportunities, Inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Audited)
From From
Inception inception
(April 3, (April 3,
For the three 2009) 2009)
months ended through through
March 31, December 31, March 31,
2010 2009 2010
------------ ------------ ------------
Sales $ -- $ -- $ --
Cost of sales -- -- --
------------ ------------ ------------
Gross profit -- -- --
------------ ------------ ------------
Operating expenses
General and administrative -- 2,000 2,000
------------ ------------ ------------
Total expenses -- 2,000 2,000
------------ ------------ ------------
Net loss $ -- $ (2,000) $ (2,000)
============ ============ ============
Basic net loss
per common share $ (0.00) $ (0.00)
============ ============
Weighted average number
of common shares outstanding
- basic and diluted 20,000,000 20,000,000
============ ============
|
The accompanying footnotes are an integral part of these financial statements.
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
From Inception (April 3, 2009)to March 31, 2010
(Audited)
Deficit
Accumulated
Additional During Total
Preferred Stock Common Stock Paid-in Development Stockholders
Shares Amount Shares Amount Capital Stage Equity
---------- ---------- ---------- --------- --------- --------- ----------
Balance,
April 3, 2009 -- $ -- -- $ -- $ -- $ -- $ --
Common stock issued
to founder, $0.0001
per share,
April 3, 2009 -- -- 20,000,000 2,000 -- -- 2,000
Net loss -- -- -- -- -- (2,000) (2,000)
--------- --------- ----------- --------- --------- ---------- -----------
Balance
December 31, 2009
-- -- 20,000,000 2,000 -- (2,000) --
Net loss -- -- -- -- -- -- --
--------- --------- ----------- --------- --------- --------- -----------
Balance
March 31, 2010 -- $ -- 20,000,000 $ 2,000 $ -- $ (2,000) $ --
========= ======== =========== ========= ========= ========== ==========
|
The accompanying footnotes are an integral part of these financial statements.
Innovative Product Opportunities, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Audited)
From From
Inception inception
(April 3, (April 3,
2009) 2009)
For the three
months ended through through
March 31, December 31, March 31,
2010 2009 2010
----------- ----------- ------------
Cash flows from operating activities
Net loss $ -- $ (2,000) $ (2,000)
Adjustments to reconcile net loss
to cash used in operating activities
Shares issued to founder -- 2,000 2,000
------------ ----------- ------------
Net cash used in operating
activities -- -- --
------------ ----------- ------------
Cash flow from financing activities -- -- --
------------ ----------- ------------
Cash flow from investing activities -- -- --
------------ ----------- ------------
Net change in cash -- -- --
Cash, beginning of the period -- -- --
------------ ---------- ------------
Cash, end of the period $ -- $ -- $ --
============ =========== ============
|
The accompanying footnotes are an integral part of these financial statements.
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
(Audited)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Innovative Product Opportunities, Inc. (the "Company" or "Innovative") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31. The Company is a development stage enterprise organized to provide product development to meet the needs of new and immerging product ideas available for sale today. The Company is currently in the development stage as defined in Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC")915. All activities of the Company to date relate to its organization and share issuances.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has a deficit accumulated during development stage at December 31, 2009 and March 31, 2010 of $2,000. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Officer. The Company's officers and directors have committed to advancing certain operating costs of the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
INCOME TAXES
The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
STOCK-BASED COMPENSATION
The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period.
The Company also grants awards to non-employees and determines the fair value of such stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed.
The Company has not adopted a stock option plan and has not granted any stock options.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures, and FASB ASC 825, Financial Instruments, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 167, -Amendments to FASB Interpretation No. 46(R) (SFAS 167) (codified within ASC 810-Consolidation). SFAS 167 amends the consolidation guidance applicable to variable interest entities and affects the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective for fiscal years beginning after November 15, 2009. The adoption of SFAS 167 did not have a material impact on our financial position, results of operations or cash flows.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, "Measuring Liabilities at Fair Value" (codified within ASC 820 - Fair Value Measurements and Disclosures). ASU 2009-05 amends the fair value and measurement topic to provide guidance on the fair value measurement of liabilities. ASU 2009-05 is effective for interim and annual periods beginning after August 26, 2009. The adoption of ASU 2009-05 did not have a material impact on our financial position, results of operations or cash flows.
In October 2009, the FASB issued ASU No. 2009-13, "Multiple Deliverable Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force" (codified within ASC Topic 605). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13 did not have a material impact on our financial position, results of operations or cash flows.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In October 2009, the FASB issued ASU 2009-15, "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing". ASU 2009-15 amends the accounting and reporting guidance for debt (and certain preferred stock) with specific conversion features or other options. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009. The adoption of ASU 2009-15 did not have a material impact on our financial position, results of operations or cash flows.
In December 2009, the FASB issued ASU 2009-17, "Consolidations (Topic 810)
- Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities". ASU 2009-17 changes how a reporting entity determines
when an entity that is insufficiently capitalized or is not controller
through voting (or similar rights) should be consolidated. ASU 2009-17
also requires a reporting entity to provide additional disclosures about
its involvement with variable interest entities and any significant changes
in risk exposure due to that involvement. ASU 2009-17 is effective at the
start of a reporting entity's first fiscal year beginning after
November 15, 2009, or January 1, 2010, for a calendar year entity. Early
adoption is not permitted. The adoption of ASU 2009-17 did not have a
material impact on our financial position, results of operations or cash
flows.
In January 2010, the FASB issued ASU 2010-01, "Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash". ASU 2010-01 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a potential limitation on the amount of cash that all shareholders can elect to receive is considered a share issuance. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. The adoption of ASU 2010-01 did not have a material impact on our financial position, results of operations or cash flows.
In January 2010, the FASB issued ASU 2010-02, "Consolidation (Topic 810)
- Accounting and Reporting for Decreases in Ownership of a Subsidiary - A
Scope Clarification". ASU 2010-02 clarifies the scope of the decrease in
ownership provisions of Subtopic 810 and expands the disclosure requirements
about deconsolidation of a subsidiary or de-recognition of a group of assets
. ASU 2010-02 is effective beginning in the first interim of annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
must be applied retrospectively to the first period that an entity adopted
SFAS 160. The adoption of ASU 2010-02 did not have a material impact on our
financial position, results of operations or cash flows.
In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures about Fair Value Measurements" (codified within ASC 820 -Fair Value Measurements and Disclosures). ASU 2010-06 improves disclosures originally required under SFAS No. 157. ASU 2010-16 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those years. The adoption of ASU 2010-06 did not have a material impact on our financial position, results of operations or cash flows.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.
In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.
NOTE 3 - RELATED PARTY TRANSACTION
On April 3, 2009, the Company issued 20,000,000 shares of its common stock to its founder and Chief Executive Officer at $0.0001 per share to reimburse $459 of incorporation costs and to pay $1,541 for services.
NOTE 4 - INCOME TAXES
At March 31, 2010 and December 31, 2009, the Company had available a net-operating loss carry-forward for Federal tax purposes of approximately $2,000, which may be applied against future taxable income, if any, at various times through 2029. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards. At March 31, 2010 and December 31, 2009, the Company has a deferred tax asset of approximately $700 representing the benefit of its net operating loss carry-forward. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal Statutory Rate of 34% and the Company's effective tax rate of 0% is due to an increase in the valuation allowance of approximately $700 for the period ended December 31, 2009.
NOTE 5 - STOCKHOLDERS' DEFICIT
The Company is authorized to issue an aggregate of 500,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. No preferred shares have been issued.
NOTE 6 - SUBSEQUENT EVENT
The Company issued 1,000,000 shares of common stock to Nadav Elituv on May 14, 2010 in exchange for software development services valued at $10,000.
The Company issued 1,000,000 shares of common stock that to The Cellular Connection, Ltd. on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Bradley Southam on May 14, 2010 in exchange for graphic arts development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Evan Schwartzberg on May 14, 2010 in exchange for accounting and financial services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Brett W. Gold on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Al Kau on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Larry Burke on May 14, 2010 in exchange for design and technical services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Aaron Shrira on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to Danielle Goose on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock to William Reil on May 14, 2010 in exchange for business development services valued at $10,000.
The Company issued 1,000,000 shares of common stock in trust to benefit Metro One Development, Inc. shareholders on May 14, 2010 in exchange for product development services valued at $10,000.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following is a discussion of our financial condition and results of operations. To the extent that our analysis contains statements that are not of a historical nature, these statements are forward-looking statements, which involve risks and uncertainties. The following should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus.
BUSINESS OVERVIEW
We incorporated on April 3, 2009 as Innovative Product Opportunities Inc. under the laws of the State of Delaware. We are currently in the development stage. Additionally, we have not completed development of our first product. We expect to incur losses in the foreseeable future due to significant costs associated with our business startup, developing our business and costs associated with on-going operations. Our business plan is to provide a full-service product development firm to meet the needs of new and immerging product ideas available for sale today. Our Certified Engineering Technicians can be involved with every step of a project, such as creation, promotion, distribution or other value added services.
MANAGEMENT'S STRATEGIC VISION
Our overall business strategy primarily rests on our ability to secure additional capital through financing activities. As we secure these funds, we plan to further develop products. In addition to increasing our product offerings, we intend to increase our distribution channels, increase client list making our products more widely available in additional markets.
Results of Operations for the three months ended March 31, 2010 and the period from inception (April 3, 2009) to December 31, 2009.
REVENUES
For the three months ended March 31, 2010, and the period ended December 31, 2009, we generated no revenue. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer and through the advancement of certain operating costs from our officers and directors.
COSTS OF GOODS SOLD
We did not incur cost of sales for the three months ended March 31, 2010 or the period ended December 31, 2009.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expense of $2,000 for the period ended December 31, 2009 can be primarily be attributed to our need to pay for incorporation costs and filing fees.
NET INCOME/LOSS
Our expenses for the period ended December 31, 2009 were $2,000. This is due to costs associated with our incorporation as described above. We did not incur expenses for the three months ended March 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
We expect to be able to secure capital through advances from our Chief Executive Officer in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.
The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.
OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS
We are currently funding our initial operations by way of issuing 20,000,000 shares of our common stock valued at $0.0001 per share to our Chief Executive Officer. Our executive officers and directors have committed to advancing certain operating costs in order to start implementing our business plan. As such, our operating capital is currently limited to the personal resources of our Chief Executive Officer. The loans from our Chief Executive Officer are unsecured and non-interest bearing and have no set terms of repayment. We anticipate receiving additional capital once we are able to have our securities listed on a public exchange.
OFF-BALANCE SHEET TRANSACTIONS
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, age, positions, and offices or employments for the past five years as of June 18, 2010, of our executive officers and directors. Members of the board are elected and serve for one year terms or until their successors are elected and qualified. All of the officers serve at the pleasure of our Board of Directors.
Name Age Position
-----------------------------------------------------------------------------
Doug Clark 45 President, Chairman, Chief
Executive Officer and Director
Robert McLean 41 Chief Financial Officer
Grant Stummer 44 Director
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BOARD OF DIRECTORS
Our board of directors consists of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.
The following is information on the business experience of our directors and executive officers:
BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS
Doug Clark has been our Chief Executive Officer and Chairman of the Board since April 2009. Mr. Clark devotes a minimum of 40% of his working time to the affairs of our Company. Mr. Clark graduated top of his class in Engineering Tool Design at George Brown College and is a current member of OACETT. Mr Clark worked for several plastic tool shops before starting his own Plastic Design company 14 years ago where he has worked on numerous automotive, medical, office and consumer projects from concept to production.
Robert McLean has been our Chief Financial Officer since April 2009. Mr. McLean devotes a minimum of 25% of his working time to the affairs of our Company. Mr. McLean graduated with an honors degree from University of Toronto in 1995, and shortly thereafter started to work for a brokerage firm where he had multiple roles as VP of Operations, compliance and also managed his own book of business since 1996. He completed his PDO (Partners, Directors and Senior Officers Qualifying exam) shortly thereafter. Mr. MacLean now runs his own international product development firm and also oversees a nationally known brand of outdoor living products.
Grant Stummer, CEO of a custom Plastics molder since 1992 has worked his way from engineering manager to co-owner of the Mississauga based company. This niche ISO9001 certified plastics company produces complex components that are used worldwide in many industries. In the last 15 years he has tripled his sales and has implemented systems that have increased his profitability as a lean manufacturer.
EXECUTIVE COMPENSATION
Summary Compensation Table
Principal Ended Salary of Total
Position December Compensation
31, 2009 for the
Covered
Fiscal
Year
$ $ $
(a) (b) (c) (d) (j)
--------------------------------------------
Doug Clark,
President,
Chairman,
Chief
Executive
Officer
and
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Director 2009 -0- -0- -0-
As of June 18, 2010, we have not paid any compensation to, or entered into any written employment agreements with our Principal Executive Officer, or any other employee. We have, however, verbally agreed with Mr. Clark that employment compensation with base salary and bonuses will be negotiated and determined once our operations begin.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
No equity awards were granted during the fiscal year ended December 31, 2009 to our named executive officer.
We do not have any qualified or non-qualified defined benefit plans or nonqualified defined contribution plans or other deferred compensation plans. There are no contracts, agreements, plans or arrangements that provide for payment to our named executive officer following or in connection with the resignation, retirement or termination of the named executive officer, a change in control of our Company, or a change in the named executive officer's responsibilities following a change in control.
DIRECTOR COMPENSATION
During the fiscal year ended December 31, 2009, we did not pay compensation to any of our directors for serving on our board. At the present time, there are no verbal or written contracts, agreements, plans or arrangements to compensate our directors for their services on our board of directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 2009, Doug Clark and Grant Stummer served as our directors. We do not have a separately standing compensation committee and our board of directors did not perform similar functions as there was no executive compensation paid from our inception on April 3, 2009 through the end of our most recently completed fiscal year ended December 31, 2009. Our board of directors performs the functions of a compensation committee, however as of June 18, 2010, the board of directors has not set any compensation.
During the fiscal year ended December 31, 2009, none of our executive officers:
* served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors;
* served as a director of another entity, one of whose executive officers served as a member of our board of directors; or
* served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 18, 2010, as to shares of our common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our common stock, (2) our named executive officer listed in the summary compensation table, (3) each of our directors and (4) all of our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
Name and Address of Common Shares Percent
of Beneficial Owner (1) Beneficially of Class (2)
Owned
----------------------- ---------------- ------------
Doug Clark 20,000,000 64.5 %
Robert McLean 0 -0-
Grant Stummer 0 -0-
Directors and executive officers
as a group (3 persons) 20,000,000 64.5 %
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(1) The address of all individual directors and executive officers is c/o Innovative Product Opportunities Inc., 730 Gana Court Mississauga, Ontario Canada L5S 1P1.
(2) The number of shares of common stock issued and outstanding on June 18, 2010 was 31,000,000 shares.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons in accordance with the provisions contained in our Certificate of Incorporation and By-laws, Delaware law or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us 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 controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and we will follow the court's determination.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
As of March 31, 2010 and December 31, 2009, we received advances from our Chief Executive Officer, President, Chairman of the Board and founder, Doug Clark, totaling $ 0 and $2,000,respectively, to pay for incorporation costs and services. These advances were repaid with 20,000,000 shares of our common stock on April 3, 2009.
Our policy with regard to transactions with related persons or entities is that such transactions must be on terms no less favorable than could be obtained from non-related persons. The above-described transactions were conducted at arms length and on terms no less favorable than those that could be obtained from non-related person.
The above related party transactions are not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with an independent party. The terms of these transactions were more favorable than would have been attained if the transactions were negotiated at arm's length.
DIRECTOR INDEPENDENCE
As of June 18, 2010, Doug Clark, and Grant Stummer serve as our directors. Grant Stummer is an "independent" director, as defined under the standards of independence set forth in the NASDAQ Marketplace Rules. We intend to apply to have our common stock traded on the Over-the-Counter Bulletin Board, or OTCBB. The OTCBB does not require that a majority of our board of directors be independent.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation and our By-laws provide that members of our Board of Directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except for liability:
- for any breach of the director's duty of loyalty to the corporation or its stockholders;
- for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
- under Section 174 of the General Corporation Law of the State of Delaware (relating to distributions by insolvent corporations); or
- for any transaction from which the director derived an improper personal benefit.
Our Certificate of Incorporation and By-laws also provide that we may indemnify our directors and officers to the fullest extent permitted by Delaware law. A right of indemnification shall continue as to a person who has ceased to be a director or officer and will inure to the benefit of the heirs and personal representatives of such a person. The indemnification provided by our Certificate of Incorporation and By-laws will not be deemed exclusive of any other rights that may be provided now or in the future under any provision currently in effect or hereafter adopted by our Certificate of Incorporation or By-laws, by any agreement, by vote of our stockholders, by resolution of our directors, by provision of law or otherwise.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the issuance and distribution of the securities registered under this prospectus are denoted below. Please note that all amounts are estimates other than the Commission's registration fee.
Amount to Be paid
SEC Registration Fee $ 17
Printing and Edgarizing expenses $ 1,500
Legal fees and expenses $ 16,000
Accounting fees and expenses $ 5,000
Transfer agent $ 500
Stock certificates $ 300
Miscellaneous $ 800
Total $ 24,117
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We will pay all expenses of the offering listed above from cash advanced by our executive officers. No portion of these expenses will be borne by the selling stockholders.
RECENT SALES OF UNREGISTERED SECURITIES
On April 3, 2009, we issued 20,000,000 shares of our common stock to our founder, Doug Clark, for incorporation costs and services totaling $2,000.
We issued 1,000,000 shares of common stock to Nadav Elituv on May 14, 2010 in exchange for software development services valued at $10,000.
We issued 1,000,000 shares of common stock that to The Cellular Connection, Ltd. on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock to Bradley Southam on May 14, 2010 in exchange for graphic arts development services valued at $10,000.
We issued 1,000,000 shares of common stock to Evan Schwartzberg on May 14, 2010 in exchange for accounting and financial services valued at $10,000.
We issued 1,000,000 shares of common stock to Brett W. Gold on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock to Al Kau on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock to Larry Burke on May 14, 2010 in exchange for design and technical services valued at $10,000.
We issued 1,000,000 shares of common stock to Aaron Shrira on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock to Danielle Goose on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock to William Reil on May 14, 2010 in exchange for business development services valued at $10,000.
We issued 1,000,000 shares of common stock in trust to benefit Metro One Development, Inc. shareholders on May 14, 2010 in exchange for product development services valued at $10,000.
The securities issued in the foregoing transactions were undertaken under Rule 506 of Regulation D under the Securities Act of 1933, as amended, by the fact that:
- the sale was made to a sophisticated or accredited investor, as defined in Rule 502;
- we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
- at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2;
- neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising; and
- we exercised reasonable care to assure that the purchaser of the securities is not an underwriter within the meaning of Section 2(11) of the Securities Act of 1933 in compliance with Rule 502(d).
Exhibit
Number Description
3.1 Certificate of Incorporation, dated April 3, 2009 (filed herewith).
3.2 Bylaws, dated April 3, 2009 (filed herewith).
4.1 Specimen Stock Certificate (filed herewith).
5.1 Legal opinion of Gersten Savage LLP (filed herewith)
10.1 Innovative Product Opportunities Inc. Trust Agreement (filed herewith)
23.1 Consent of De Joya Griffith & Company, LLC, independent registered
public accounting firm (filed herewith).
23.2 Consent of Gersten Savage LLP(incorporated in Exhibit 5.1).
____________
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Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purposes of determining liability under the Securities Act of 1933 to any purchaser:
(i)(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (Section 230.424(b)(3) of this chapter) shall be deemed to be part of the registration as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) (Section230.424(b)(2), (b)(5), or (b)(7) of
this chapter) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) (Section230.415(a) (1)(i),
(vii), or (x) of this chapter) for the purpose of providing
the information required by section 10(a) of the Securities Act
of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering
described in this prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that that is part
of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such
effective date.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Mississauga, Province of Ontario, Canada, on June 22 2010.
Innovative Product Opportunities Inc.
By: /s/ Doug Clark
---------------------
Doug Clark
Principal Executive Officer,
President and Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Signature Title Date
/s/ Doug Clark 6/22/10
--------------------- ---------------
Doug Clark Principal Executive Officer,
President and Chairman of the Board
/s/ Robert McLean 6/22/10
--------------------- ---------------
Robert McLean Chief Financial Officer, Principal
Accounting Officer
/s/ Grant Stummer 6/22/10
--------------------- ---------------
Grant Stummer Director
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
Innovative Product Opportunities Inc.
FIRST: The name of the corporation shall be Innovative Product Opportunities
Inc.
SECOND: Its registered office in the State of Delaware is located 3500 S.
Dupont Highway, In the city of Dover, County of Kent, Zip Code 19900
and its registered agent at such address is: Incorporating Services,
Ltd.
THIRD: The purpose or purposes of the corporation shall be to engage in any
lawful act or activity for which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH: The total number of shares which the corporation shall have
authorize to issue is: 500,000,000 shares of Common with a par value
of $.0001 and 1,000,000 shares of blank check preferred with a par
value of $0.001.
FIFTH: The name address of the incorporator is Doug C. Clark, P.O.
Box 88077, 7235 Bellshire Gate, Mississauga, Canada L5N 8M1
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal
by by-laws.
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SEVENTH:.No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by
such director as a director. Notwithstanding the foregoing sentence,
a director shall be liable to the extent provided by applicable law,
(i) for breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article
Seventh shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such
amendment.
EIGHTH: The Corporation shall have the right to Indemnify any and all directors and officers to the fullest extent permitted by the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 3rd day of April, 2009
BY:/s/ Doug C. Clark
----------------------------
Doug C. Clark
Incorporator
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EXHIBIT 3.2
BY-LAWS
OF
Innovative Product Opportunities Inc.
(Delaware)
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
Section 1 - Annual Meetings:
The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date to be fixed by the Board of Directors or the President (which date shall not be a legal holiday in the place where the meeting is to be held) at the time and place to be fixed by the Board of Directors or the President and stated in the notice of the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-Laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.
Section 2 - Special Meetings:
Special meetings of stockholders may be called at any time by the President or by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Section 3 - Place of Meetings:
All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.
Section 4 - Notice of Meetings:
Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.
The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present.
Section 5 - Quorum:
Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the "Certificate of Incorporation"), at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
Section 6 - Voting:
(a) When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-Laws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.
(b) Except as otherwise provided herein, or by the statute or by the Certificate of Incorporation or by any Certificate of Designations, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.
Section 7 - Action Without Meeting:
Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the Delaware General Corporation Law (the "Corporation Law") or the Certificate of Incorporation or of these By-Laws, the meeting and vote of shareholders may be dispensed with, if the majority of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be as determined by resolution of the Board of Directors.
(b) Except as may otherwise be provided herein, in the Certificate of Incorporation or in the Corporation Law, the members of the Board of Directors of the Corporation need not be stockholders. Except as otherwise provided in the Certificate of Incorporation or in the Corporation Law, the directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election.
(c) Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the stockholders.
Section 3 - Regular Meetings:
Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.
Section 4 - Special Meetings:
(a) Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the directors, at such time and place as may be specified in respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of special meeting shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio, telecopier, facsimile transmission or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
Section 5 - Telecommunication Meetings Permitted:
Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this By-Law shall constitute presence in person at such meeting.
Section 6 - Chairman:
At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the directors shall preside.
Section 7 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.
(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
Section 8 - Manner of Acting:
(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
Section 9 - Vacancies:
Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.
Section 10 - Resignation:
Any director may resign at any time by giving written notice to the Board of Directors, 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 such officer, and the acceptance of such resignation shall not be necessary to make it effective.
Section 11 - Removal:
Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the Board.
Section 12 - Salary:
No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 13 - Contracts:
(a) 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 any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no director 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,
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 interested director)
of a majority of a quorum, notwithstanding the presence of
any such director at the meeting at which such action is
taken. If there be no disinterested director, the
stockholders of the Company may authorize, approve or ratify
such contract or transaction by the vote of a majority of a
quorum. 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 or 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.
Section 14 - Committees:
The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the Corporation Law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.
Section 2 - 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.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.
Section 6 - Sureties and Bonds:
In 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 duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other Corporation, any rights or power of the Corporation as such stockholder (including the attendance, acting and voting at stockholders' 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 may authorize.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.
(d) Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.
Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty days, nor less than ten days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine.
ARTICLE VII - CHECKS
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.
ARTICLE X - AMENDMENTS
Section 1 - By Stockholders:
All By-Laws of the Corporation shall be subject to alteration or repeal, and new By-Laws may be made, by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.
Section 2 - By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, By-Laws of the Corporation; provided, however, that the stockholders entitled to vote with respect thereto as in this Article X Section 1 above-provided may alter, amend or repeal By-Laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors, or to change any provisions of the By-Laws with respect to the removal of directors or the filing of vacancies in the Board resulting from the removal by the stockholders. If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made.
ARTICLE XI - INDEMNITY
The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee or agent of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee or agent at the request of the Corporation or any predecessor of the Corporation.
ARTICLE XII - CONFLICTS OF INTEREST
Any conflicts of interest that may arise between the Corporation and the interests of its officers and directors will be resolved in a fair manner which will protect the interest of the Corporation pursuant to Delaware law. No contract or other transaction between the Corporation and any of its directors or any other entity in which one or more of the Corporation's directors are directors or officers, or are financially or otherwise interested, will be invalidated because of such relationship if (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested director, (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and the stockholders authorize, approve or ratify the contract or transaction; or (iii) the contract or transaction is fair and reasonable to the Corporation.
EXHIBIT 4.1
SPECIMEN STOCK CERTIFICATE
Document is copied.
NUMBER SHARES
Innovative Product Opportunities Inc.
INCORPORATED UNDER THE LAWS OF DELAWARE
SEE REVERSE FOR
CERTAIN DEFINITIONS
COMMON STOCK CUSIP
[SPECIMEN]
[NOT NEGOTIABLE]
This Certifies That:
is owner of:
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001PAR VALUE EACH OF
Innovative Product Opportunities Inc.
transferrable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This Certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATED:
COUNTERSIGNED:
Continental Stock Transfer & Trust Co.
17 Battery Place 8th Flr.
New York, NY 10004
BY:
AUTHORIZED SIGNATURE
[CORPORATE SEAL]
/s/ Doug Clark /s/ Doug Clark SECRETARY PRESIDENT |
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors right of survivorship Act and not as tenants in ----------------- common (State) |
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Dated _______________
Exhibit 5.1
GS Letterhead
June 21, 2010
Innovative Product Opportunities Inc.
730 Gana Court
Mississauga, Ontario Canada L5S 1P1
Gentlemen:
We have acted as counsel to Innovative Product Opportunities Inc. (the "Company") in connection with its filing of a registration statement on Form S-1 (Registration No. ________, the "Registration Statement") covering 11,000,000 shares of common stock $.0001 par value (the "Common Stock") to be sold by a selling security holder ("Selling Security Holders").
In our capacity as counsel to the Company, a Delaware corporation, we have examined the Company's Certificate of Incorporation and By-laws, as amended to date, and the minutes and other corporate proceedings of the Company.
With respect to factual matters, we have relied upon statements and certificates of officers of the Company. We have also reviewed such other matters of law and examined and relied upon such other documents, records and certificates as we have deemed relevant hereto. In all such examinations we have assumed conformity with the original documents of all documents submitted to us as conformed or photostatic copies, the authenticity of all documents submitted to us as originals and the genuineness of all signatures on all documents submitted to us.
On the basis of the foregoing, we are of the opinion that:
The shares of Common Stock covered by this Registration Statement have been validly authorized and will when sold as contemplated by the Registration Statement, be legally issued, fully paid and non-assessable.
This opinion opines upon Delaware corporate law, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption "Legal Matters" in the prospectus constituting the Registration Statement.
Very truly yours,
/s/ GS
------------------
Gersten Savage LLP
|
EXHIBIT 10.1
Innovative Product Opportunities Inc.
TRUST AGREEMENT
On this 14th day of May, 2010 (the "Effective Date"), Innovative Product Opportunities Inc. (as Grantor) hereby transfers, conveys and assigns to Grant Stummer (as the "Trustee") the shares of common stock of Innovative Product Opportunities Inc, to be held in trust for the Beneficiaries and upon the uses and purposes hereinafter set forth. The trust shall hereafter be known as INNOVATIVE PRODUCT OPPORTUNITIES INC. TRUST.
W I T N E S S E T H:
WHEREAS the Grantor is desirous of creating a trust for the purposes and upon the terms hereinafter set forth;
WHEREAS the Grantor hereby transfers and delivers unto the Trustee 1,000,000 shares of Innovative Product Opportunities Inc. common stock; and
WHEREAS the Trustee is willing to serve as trustee and hold and administer such stock in trust, pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, the parties agree as follows:
ARTICLE 1
INTERPRETATION:
1.1. Definitions. Whenever used in this Agreement, the following terms shall have the following respective meanings:
(a) "Agreement" means this agreement and all amendments made hereto and thereto by written agreement between the parties;
(b) "Beneficiaries" means the person or entities to receive the Distributions set forth in this Agreement;
(c) "Distribution" means the distribution of the Trust Corpus to the Beneficiaries;
(d) "Shares" shall mean all shares of common stock of Innovative Product Opportunities Inc.;
(e) "Stock Certificate" shall refer to the stock certificate evidencing the existence of the Innovative Product Opportunities Inc. common stock.
(f) "Trust" shall mean the Innovative Product Opportunities Inc. Trust;
(g) "Trust Corpus" shall mean the trust property which consists solely of the Shares to be described to the Beneficiaries under the terms of this Agreement
1.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the Trust and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof except as set forth in this Agreement.
1.3. Headings. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
1.4. Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.
1.5. Arbitration of Disputes. Any controversy, claim or dispute between the Grantor or Beneficiaries and the Trustee arising out of or related to this Agreement or the breach hereof, which cannot be resolved by mutual agreement, shall be submitted for binding arbitration in accordance with the provisions contained herein and in accordance with the commercial arbitration rules of the American Arbitration Association ("Rules"); provided, however, that notwithstanding any provisions of such Rules, the parties shall have the right to take depositions and obtain discovery in accordance with the Civil Practice Law and Rules of the State of New York regarding the subject matter of the arbitration, and further provided that the arbitration shall not be consummated as an American Arbitration Association sanctioned arbitration except with the consent of all parties thereto. Judgment of any arbitration award may be entered in any court having jurisdiction. The arbitrators shall determine all questions of fact and law relating to any controversy, claim or dispute hereunder, including but not limited to whether or not any such controversy, claim or dispute is subject to the arbitration provisions contained herein.
1.6. Commencement of Proceeding. Any party desiring arbitration shall serve on the other party its notice of intent to arbitrate ("notice"). A single arbitrator shall be selected by the American Arbitration Association. The arbitration proceedings provided hereunder are hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration.
1.7. Cost of Arbitration. If the arbitrators find decisively in favor of one of the parties, the losing party shall pay the entire cost of the arbitration, and also shall pay the prevailing party's reasonable attorneys' fees incurred in connection with the arbitration. If the arbitrators instead settle the dispute by awarding each party a material part of what it was seeking, then the costs of arbitration shall be borne equally and each party shall bear its own attorneys' fees incurred in connection with the arbitration.
1.8. Location. All arbitration proceedings shall be held in the State of New York.
1.9. Filing deadlines. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.
ARTICLE 2
DELIVERY OF TRUST CORPUS
AND DISTRIBUTIONS TO BENEFICIARIES
2.1. Delivery of Trust Corpus. On or before the Effective Date of this Agreement, the Grantor shall deliver the Stock Certificates of the Shares to the Trustee on or before the Effective Date of this Agreement.
2.2. Distribution of Trust Corpus to Beneficiaries. Upon Innovative Product Opportunities Inc. becoming effective, as designated by the Securities and Exchange Commission, and its Shares becoming free trading, the Trustee shall distribute the Shares to the Beneficiaries described in Article 3 below. Grantor is hereby responsible for any and all costs associated with such Distribution and shall reimburse Trustee for any costs incurred as related to the Distribution. The trust contemplated by this Agreement shall cease to exist upon the distribution of Shares to the Beneficiaries. The Beneficiaries shall receive distributions consistent with their pro rata ownership of Metro One Development, Inc. common stock as of the date the shares are traded on the over the counter bulletin board.
ARTICLE 3
TRUST BENEFICIARIES
The beneficiaries shall be the named shareholders of Metro One Development, Inc. as of the date the shares are traded on the over the counter bulletin board
ARTICLE 4
TRUSTEE POWERS
4.1. Powers of the Trustee. The Trustee shall have the following powers and rights:
* to retain the assets of the trust;
* to distribute assets of the trust as set forth in this Trust Agreement;
* to deposit stock with any protective or other similar committee;
* to appoint an ancillary trustee or agent to facilitate management of assets located in another state or foreign country;
* Determine at any time that the corpus of the trust is insufficient to implement the intent of the trust, and upon this determination by the Trustee, terminate the trust by distribution of the trust to the current income beneficiary or beneficiaries of the trust or their legal representatives; and
* To vote the shares at any annual or special meeting of shareholders.
4.2. Limitations. The powers and duties of the Trustee are subject to the following terms and conditions:
(a) The Grantor acknowledges and agrees that the Trustee (i) shall be
obligated only for the performance of such duties that are
specifically assumed by the Trustee pursuant to this Agreement;
(ii) may rely on and shall be protected in acting or refraining
from acting upon any written notice, instruction, instrument,
statement, request or document furnished to it hereunder and
believed by the Trustee in good faith to be genuine and to have
been signed or presented by the proper person or party, without
being required to determine the authenticity or correctness of
any fact stated therein or the validity or service thereof;
(iii) may assume that any person believed by the Trustee in
good faith to be authorized to give notice or make any statement
or execute any document in connection with the provisions hereof
is so authorized; (iv) shall not be under any duty to give the
Trust Corpus held by the Trustee any greater degree of care than
the Trustee gives its own similar property; and (v) may consult
counsel satisfactory to the Trustee, the opinion of such counsel
to be full and complete authorization and protection in respect
of any action taken, suffered or omitted by the Trustee hereunder
in good faith and in accordance with the opinion of such counsel.
(b) The Grantor acknowledges that the Trustee is acting solely as Trustee at their request and that the Trustee shall not be liable for any action taken by Trustee in good faith and believed by the Trustee to be authorized or within the rights or powers conferred upon the Trustee by this Agreement. The Grantor agrees to indemnify and hold harmless the Trustee and any of the Trustees partners, employees, agents and representatives for any action taken or omitted to be taken by the Trustee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Trustee's part committed in its capacity as trustee under this Agreement. The Trustee shall own a duty only to the Grantor and Beneficiaries under this Agreement and to no other person.
(c) The Grantor agrees to reimburse the Trustee for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.
(d) The Trustee may at any time resign as Trustee hereunder by giving five (5) days prior written notice of resignation to the Grantor. Prior to the effective date of resignation as specified in such notice, the Trustee will deliver the Stock Certificates to the Grantor.
(e) This Agreement sets forth exclusively the duties of the Trustee with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.
(f) The provisions of this 4.2. shall survive the resignation of the Trustee or the termination of this Agreement.
ARTICLE 5
GENERAL MATTERS
5.1. Termination. This Agreement shall terminate upon the distribution of the Trust Corpus to the Beneficiaries or the return of the Trust Corpus to the Grantor upon the Trustee's resignation or at any other time upon the agreement in writing of the Grantor and the Trustee.
5.2. Indemnification. The Grantor hereby agrees to indemnify the Trustee for any claims, including those by third parties, losses, costs, fees, liabilities or damages incurred by Trustee arising out of Trustees administration of her duties under this Agreement and/or Grantor's breach of this Agreement.
5.3. Trustee Fee. In consideration for her services as Trustee as set forth in this Agreement, Grantor shall pay Trustee a fee of $500 upon distribution of the shares.
5.4. Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier
services with charges prepaid, or (iv) transmitted by hand deliver,
telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or
(b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:
(a) If to the Grantor, to:
Innovative Product Opportunities Inc.
Doug Clark, President
730 Gana Court
Mississauga, Ontario
Canada L5S 1P1
(347) 789-7131
(b) If to the Trustee, to:
Grant Stummer
7235-88077 Belshire Gate
Mississauga, Ontario
L5N 8M1
Or to such other address as either party shall give to the other by notice made pursuant to this section 5.2.
5.5. Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.
5.6. Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.
5.7. Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.
5.8. Agreement. Each of the undersigned states that he or she has read the foregoing Innovative Product Opportunities Inc. Trust Agreement and understands and agrees to it.
"GRANTOR"
Innovative Product Opportunities Inc.
/s/ Doug Clark
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By: Doug Clark
June 1, 2010
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"TRUSTEE"
/s/ Grant Stummer
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Grant Stummer
June 1, 2010
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Exhibit 23.1
June 21, 2010
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
U.S. Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We hereby consent to the incorporation and use in this Registration Statement of INNOVATIVE PRODUCT OPPORTUNITIES, INC. on Form S-1 of our audit report, dated June 17, 2010, relating to the accompanying audited financial statements (and related statements included there in) as of December 31, 2009 and March 31, 2010 which appears in such Registration Statement.
We also consent to the reference to our Firm under the title "Interests of Named Experts and Counsel" in the Registration Statement S-1 and this Prospectus.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC ----------------------------------- Henderson, NV June 21, 2010 |