Florida
|
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5812
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47-3170676
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(State or Other Jurisdiction of Incorporation or Organization)
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(Primary Standard Industrial Classification Code Number)
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(IRS Employer Identification No.)
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Title of each class of
securities to be registered
|
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Amount to be registered
|
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Proposed offering price per share(2)
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Proposed maximum aggregate offering price(4)
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Amount of registration fee(3)
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||||
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Common Stock (1)
|
|
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1,000,000
|
|
$
|
0.375 per share
|
|
$
|
375,000
|
|
$37.76
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
1,000,000
|
|
$
|
0.375 per share
|
|
$
|
375,000
|
|
$37.76
|
|
|
(1)
|
1,000,000 shares of common stock offered by the Company
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|
(2)
|
There is no current market for the securities. Although the Registrant’s common stock has a par value of $0.001, the Registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the Registrant has valued the common stock, in good faith and for purposes of the registration fee. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
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(3)
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Registration Fee has been paid via Fedwire.
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(4)
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Estimated Solely for the purpose of calculating the registration fee pursuant to Rule 457.
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PRELIMINARY PROSPECTUS
|
Subject to Completion dated __, 2016
|
|
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Offering
Price ($)
|
|
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Offering
Expenses ($)(1)
|
|
|
Net Proceeds
to Us if 25% of
Shares Sold
(250,000 Shares) ($)
|
|
|
Net Proceeds
to Us if 50% of
Shares Sold
(500,000 Shares) ($)
|
|
|
Net Proceeds
to Us if 75% of
Shares Sold
(750,000 Shares) ($)
|
|
|
Net Proceeds
to Us if 100% of
Shares Sold
(1,000,000 Shares) ($)
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||||||
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|
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|
|
|
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|
|
|
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Per Share
|
|
|
0.375
|
|
|
|
|
|
|
0.375
|
|
|
|
0.375
|
|
|
|
0.375
|
|
|
|
0.375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (2)
|
|
|
375,000
|
|
|
|
7,000
|
(3)
|
|
|
93,750
|
|
|
|
187,500
|
|
|
|
281,250
|
|
|
|
375,000
|
|
(1) | The total amount of offering expenses is estimated to be $7,000. See “Use of Proceeds” for additional information. |
(2) | There are no underwriting discounts or commissions being paid in connection with this offering. Our officers and directors will not receive any compensation for their role in offering or selling the shares in this offering. |
(3) | Net Proceeds includes the deduction of offering expenses estimated to be $7,000. |
PAGE
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|
3 | |
6 | |
8 | |
9 | |
10 | |
19 | |
20 | |
22 | |
22 | |
23 | |
23 | |
24 | |
25 | |
27 | |
27 | |
29 | |
29 | |
29 | |
30 | |
35 | |
36 | |
37 | |
39 | |
41 | |
42 | |
|
|
F-1
|
|
|
|
63 | |
63 | |
63 | |
64 | |
65 | |
65 | |
67 |
•
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
|
|
•
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
|
|
•
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
|
|
•
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
Financial Summary
|
September 30,
2015
|
December 31,
2014
|
||||||
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,191
|
$
|
2,420
|
||||
Fixed assets
|
$
|
93,105
|
$
|
43,884
|
||||
Total Assets
|
$
|
117,003
|
$
|
64,176
|
||||
Total Liabilities and stockholders’ equity
|
$
|
117,003
|
$
|
64,176
|
Statement of Operations
|
Nine Months
Ended
September 30,
2015
|
Accumulated From February 24, 2014 (Inception) to September 30, 2014
($)
|
||||||
|
|
|
||||||
Revenues
|
$
|
33,114
|
$
|
-
|
||||
Cost of Revenues
|
14,078
|
-
|
||||||
Total Expenses
|
$
|
83,479
|
$
|
36,179
|
||||
Net loss for the Period
|
$
|
(64,443
|
)
|
$
|
(36,179
|
)
|
•
|
our failure to produce products or services that compete favorably against other products or services on the basis of cost, quality, and performance;
|
|
|
•
|
any limitations or perceived inefficiencies;
|
|
•
|
the willingness of the target population to try our services or products and whether or not customers will accept our services or products; and
|
|
•
|
the strength of marketing, service and product support and timing of market introduction.
|
•
|
that a broker or dealer approve a person’s account for transactions in penny stocks; and
|
|
|
•
|
that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
•
|
obtain financial information and investment experience objectives of the person; and
|
|
|
•
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
•
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
|
|
•
|
confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
•
|
variations in quarterly operating results;
|
•
|
our announcements of the acquisition of assets and achievement of milestones, or the inability to so acquire assets or achieve milestones;
|
•
|
our relationships with other companies or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
sales of capital stock or termination of stock transfer restrictions;
|
•
|
changes in financial estimates by securities analysts, if any; and
|
•
|
fluctuations in stock market price and volume.
|
•
|
trends affecting the Company’s financial condition, results of operations or future prospects
|
||||||||||||
•
|
the Company’s business and growth strategies
|
||||||||||||
•
|
the Company’s financing plans and forecasts
|
||||||||||||
•
|
the factors that management expects to contribute to its success and the Company’s ability to be successful in the future
|
||||||||||||
•
|
the Company’s business model and strategy for realizing positive results when sales begin
|
||||||||||||
•
|
competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;
|
||||||||||||
•
|
expenses
|
||||||||||||
•
|
the Company’s expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on its financial results
|
||||||||||||
•
|
the Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects
|
||||||||||||
•
|
the Company’s ability to pay dividends or to pay any specific rate of dividends, if declared
|
||||||||||||
•
|
the impact of new accounting pronouncements on its financial statements
|
||||||||||||
•
|
that the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months
|
||||||||||||
•
|
the Company’s market risk exposure and efforts to minimize risk
|
||||||||||||
•
|
development opportunities and its ability to successfully take advantage of such opportunities
|
||||||||||||
•
|
regulations, including anticipated taxes, tax credits or tax refunds expected
|
||||||||||||
•
|
the outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements
|
||||||||||||
•
|
the Company’s overall outlook including all statements under
Management’s Discussion and Analysis or Plan of Operation
|
||||||||||||
•
|
that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results, and
|
||||||||||||
•
|
expectations, plans, beliefs, hopes or intentions regarding the future.
|
•
|
the Company’s inability to raise additional funds to support operations if required
|
||||||||
•
|
the Company’s inability to effectively manage its growth
|
||||||||
•
|
the Company’s inability to achieve greater and broader market acceptance in existing and new market segments
|
||||||||
•
|
the Company’s inability to successfully compete against existing and future competitors
|
||||||||
•
|
the effects of intense competition that exists in the industry
|
||||||||
•
|
the effects of an economic downturn and its effect on consumer spending
|
||||||||
•
|
the risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to the Company’s business or lack of growth in the business, may result in significant write-downs or impairments in future periods
|
||||||||
•
|
the effects of events adversely impacting the economy or the effects of the current economic recession, war, terrorist or similar activity or disasters
|
||||||||
•
|
financial community perceptions of the Company and the effect of economic, credit and capital market conditions on the economy and,
|
||||||||
•
|
other factors described elsewhere in this Prospectus, or other reasons.
|
Shares Offered
(% Sold)
|
1,000,000
Shares Sold
(100%)
|
750,000
Shares Sold
(75%)
|
500,000
Shares Sold
(50%)
|
250,000
Shares Sold
(25%)
|
Gross Offering Proceeds
|
$375,000
|
$281,250
|
$187,500
|
$93,750
|
Approximate Offering Expenses
|
$5,500
|
$5,500
|
$5,500
|
$5,500
|
SEC Filings
|
$500
|
$500
|
$500
|
$500
|
Transfer Agent
|
$1,000
|
$1,000
|
$1,000
|
$1,000
|
Misc. Expenses
|
-0-
|
-0-
|
-0-
|
-0-
|
Legal and Accounting
|
-0-
|
-0-
|
-0-
|
-0-
|
Total Offering Expenses
|
$7,000
|
$7,000
|
$7,000
|
$7,000
|
Total Net Offering Proceeds
|
$368,000
|
$274,250
|
$180,500
|
$86,750
|
Principal Uses of Net Proceeds (1)
|
|
|
|
|
Open 2
nd
Location
|
$166,500
|
$119,625
|
$145,500
|
$0
|
Open 3rd Location
|
$166,500
|
$119,625
|
$0
|
$0
|
Public Reporting Expenses
|
$35,000
|
$35,000
|
$35,000
|
$35,000
|
General Working Capital
|
$0
|
$0
|
$0
|
$51,750
|
Total Principal Uses of Net Proceeds
|
$368,000
|
$274,250
|
$180,500
|
$86,750
|
Amount Unallocated
|
-0-
|
-0-
|
-0-
|
-0-
|
(1) Any line item amounts not expended completely shall be held in reserve as general working capital and subject to reallocation to other line item expenditures as required for ongoing operations.
|
|
|
100% of offered Shares are sold
|
75% of offered Shares are sold
|
50% of offered Shares are sold
|
25% of offered Shares are sold
|
Offering Price
|
$.375 per share
|
$.375 per share
|
$.375 per share
|
$.375 per share
|
Net tangible book value at 9/30/15
|
$(0.0055) per share
|
$(0.0055) per share
|
$(0.0055) per share
|
$(0.0055) per share
|
Net tangible book value after giving effect to the Offering
|
$0.0520per share
|
$0.0390 per share
|
$0.0250 per share
|
$0.010 per share
|
Increase in net tangible book value per share attributable to cash payments made by new investors
|
$0.0575 per share
|
$0.0445 per share
|
$0.0305 per share
|
$0.0153 per share
|
Per Share Dilution to New Investors
|
$0.323 per share
|
$0.336 per share
|
$0.35 per share
|
$0.3650 per share
|
Percent Dilution to New Investors
|
86.1%
|
89.6%
|
93.3%
|
97.3%
|
|
Total Price Per Share
|
Number of Shares Held
|
Percent of Ownership
|
Consideration Paid
|
Our Officer and Director
|
$*
|
5,500,000
|
84.6%
|
$*
|
Investors in This Offering
|
$ .375
|
1,000,000
|
15.3%
|
$375,000
|
* | Ms. Lopera obtained 5,000,000 shares of our common stock pursuant to the Share Exchange Agreement, and 500,000 shares for services rendered in the formation of the Company valued in the aggregate at $500 or $0.001 per share. |
a.
|
Its officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and,
|
b.
|
Its officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
|
c.
|
Its officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and
|
d.
|
Its officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
|
a. | On January 4, 2016, Cutler & Co., LLC (“Cutler”) resigned as the Company’s registered independent public accountant. On January 4, 2016, the Company engaged Pritchett, Siler & Hardy PC (“Pritchett”) as its new registered independent public accountant. |
b. | For the period from February 24, 2014 (“Inception”) to December 31, 2014, Cutler’s report did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to audit scope or accounting principles, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern. |
c. | The decision to engage Pritchett was approved by the Company’s board of directors. |
d. | Through the period covered by the financial audit from February 24, 2014 (“Inception”) to ended December 31, 2014 there have been no disagreements with Cutler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Cutler would have caused them to make reference thereto in their report on the financial statements. For the interim period through January 6, 2016 (the date of notification of resignation), there have been no disagreements with Cutler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Cutler would have caused them to make reference thereto in their report on the financial statements. |
e. | We have authorized Cutler to respond fully to any inquiries of Pritchett. |
f. | During the period from February 24, 2014 (“Inception”) to December 31, 2014 and the interim period through January 6, 2016, there have been no reportable events between the Company and Cutler as set forth in Item 304(a)(1)(v) of Regulation S-K. |
g. | The Company provided a copy of the foregoing disclosures to Cutler prior to the date of the filing of this report and requested that Cutler furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this report. A copy of this letter is filed as Exhibit 16.1 to this Form S1. |
a. | On January 6, 2016, the Company engaged Pritchett, Siler & Hardy PC, as its new registered independent public accountant. During the period from February 24, 2014 (“Inception”) to December 31, 2014 and prior to January 6, 2016 (the date of the new engagement), we did not consult with Pritchett regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Pritchett, in either case where written or oral advice provided by Pritchett would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively). |
a.
|
contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
|
|
b.
|
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
|
|
c.
|
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;
|
|
d.
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
|
e.
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
f.
|
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
|
1)
|
the bid and offer quotations for the penny stock;
|
|
2)
|
the compensation of the broker-dealer and its salesperson in the transaction;
|
|
3)
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
|
|
4)
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
□ |
Use the Balboa location to offer Cold Press juices along with daily dishes to customers who commit to a 30 day diet program.
|
|
□ |
Locate and start construction of the second location in Costa del Este, Panama.
|
|
□ |
Locate and start construction of the “Hub & Spoke” location which will produce and bottle the juices and smoothies then deliver to the restaurants and other outlets throughout Panama such as local gyms and Health Food stores.
|
|
□ |
Develop the online ordering system for deliveries through the website.
|
|
|
Months 1-3
|
Months 4 - 6
|
Months 7-9
|
Months 10-12
|
Total 12 months
|
|||||||||||||||
Rent
|
$
|
14,400
|
$
|
14,400
|
$
|
14,400
|
$
|
28,800
|
$
|
72,000
|
||||||||||
Payroll
|
$
|
36,000
|
$
|
36,000
|
$
|
36,000
|
$
|
72,000
|
$
|
180,000
|
||||||||||
Loans
|
$
|
10,000
|
$
|
10,000
|
$
|
15000
|
$
|
25,000
|
$
|
60,000
|
||||||||||
Supplies
|
$
|
24,000
|
$
|
24,000
|
$
|
24,000
|
$
|
48,000
|
$
|
120,000
|
||||||||||
Utilities
|
$
|
3,000
|
$
|
3000
|
$
|
3,000
|
$
|
6,000
|
$
|
15,000
|
||||||||||
Accounting
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
$
|
18,000
|
||||||||||
Legal
|
$
|
6,000
|
$
|
6,000
|
$
|
6,000
|
$
|
6,000
|
$
|
24,000
|
||||||||||
Auditing
|
$
|
5,000
|
$
|
5,000
|
$
|
5,000
|
$
|
15,000
|
$
|
30,000
|
||||||||||
CFO
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
$
|
18,000
|
||||||||||
Advertising
|
$
|
3,000
|
$
|
3,000
|
$
|
3,000
|
$
|
4,500
|
$
|
13,500
|
||||||||||
Investor Relations
|
$
|
15,000
|
$
|
15,000
|
$
|
15,000
|
$
|
15,000
|
$
|
60,000
|
||||||||||
Total Expenditures
|
$
|
125,400
|
$
|
125,400
|
$
|
130,400
|
$
|
229,300
|
$
|
610,500
|
O
|
Prove out the Hip Cuisine restaurant concept
|
|
O
|
Enter into deliveries and monthly diet programs
|
|
O
|
Complete Trademark registration to protect our business names, logos and slogans
|
|
O
|
Enter contract with second restaurant and Hub & Spoke location for processing facility
|
|
O
|
Complete the construction of the second restaurant location.
|
|
O
|
Complete the construction of the “Hub & Spoke” Cold Press processing facility.
|
|
O
|
Launch new website to handle online deliveries and POS processing.
|
|
Nine Months Ended
September 30, 2015(unaudited)
|
From February 24, 2014 to December 31, 2014
|
||||||
Statement of Operations Data:
|
||||||||
Revenue
|
$
|
33,114
|
$
|
-
|
||||
Cost of Goods Sold
|
14,078
|
-
|
||||||
Gross Profit
|
19,036
|
-
|
||||||
Operating Expenses
|
83,479
|
46,169
|
||||||
Loss From Operations
|
(64,443
|
)
|
(46,169
|
)
|
||||
Net Loss
|
(64,443
|
)
|
$
|
(46,169
|
)
|
Name
|
Age
|
Position
|
Director Since
|
Natalia Lopera
|
29
|
President, CEO and Director
|
March 24, 2014
|
Douglas W. Samuelson
|
56
|
Chief Financial Officer
|
September 1, 2015
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive
Plan Compensation
($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Natalia Lopera, President, Chief Executive Officer, Treasurer, and Director
|
|
2014
|
|
0
|
|
0
|
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||
Douglas W. Samuelson, Chief Financial Officer
|
|
2014
|
|
0
|
|
0
|
|
0
|
0
|
0
|
0
|
0
|
0
|
OPTION AWARDS
|
|
STOCK AWARDS
|
||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable
|
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock that have not Vested (#)
|
|
|
Market Value of Shares or Units of Stock that have not Vested
($)
|
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested
($)
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested
($)
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
None
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
0
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
Beneficial
Name of Owner
|
No. of Shares
Before Offering
|
No. of Shares
After Offering
|
Percentage of Ownership
Before Offering
(1)
|
Percentage of Ownership
After Offering
|
Natalia Lopera
|
5,500,000
|
5,500,000
|
99.63%
|
84.35%
|
Our Officer and Director as a Group
|
5,500,000
|
5,500,000
|
99.63%
|
84.35%
|
September 30, 2015
|
December 31, 2014
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
9,191
|
$
|
2,420
|
||||
Refundable sales taxes
|
2,922
|
444
|
||||||
Prepaid and deposits
|
11,785
|
17,428
|
||||||
Total Current Assets
|
23,898
|
20,292
|
||||||
Equipment, net
|
93,105
|
43,884
|
||||||
TOTAL ASSETS
|
117,003
|
64,176
|
||||||
LIABILITIES AND STOCKHOLDER'S EQUITY/ (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
6,792
|
$
|
30,023
|
||||
Due to related party
|
140,501
|
-
|
||||||
TOTAL LIABILITIES
|
147,293
|
30,023
|
||||||
STOCKHOLDER'S EQUITY / (DEFICIT)
|
||||||||
0 shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $0.001 par value, 100,000,000 shares authorized;
|
||||||||
5,500,000 shares issued and outstanding
|
5,500
|
5,500
|
||||||
Additional paid-in capital
|
74,822
|
74,822
|
||||||
Accumulated Deficit
|
(110,612
|
)
|
(46,169
|
)
|
||||
TOTAL STOCKHOLDER'S EQUITY / (DEFICIT)
|
(30,290
|
)
|
34,153
|
|||||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY / (DEFICIT)
|
$
|
117,003
|
$
|
64,176
|
February 24, 2014
|
||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
(Inception) to
|
||||||||||||||
September 30,
|
September 30,
|
September 30,
|
||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
REVENUES
|
$
|
33,114
|
$
|
-
|
$
|
33,114
|
$
|
-
|
||||||||
COST OF GOODS SOLD
|
14,078
|
-
|
14,078
|
-
|
||||||||||||
GROSS PROFIT
|
19,036
|
-
|
19,036
|
-
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Direct cost
|
-
|
-
|
-
|
|||||||||||||
Depreciation
|
6,472
|
-
|
6,472
|
-
|
||||||||||||
General and administrative
|
29,190
|
3,647
|
58,678
|
12,078
|
||||||||||||
Professional fees
|
5,375
|
1,304
|
18,015
|
24,101
|
||||||||||||
Salary and wages
|
7,757
|
-
|
7,757
|
-
|
||||||||||||
Total Operating Expenses
|
48,794
|
4,951
|
90,922
|
36,179
|
||||||||||||
INCOME FROM OPERATIONS
|
(29,758
|
)
|
(4,951
|
)
|
(71,886
|
)
|
(36,179
|
)
|
||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||||
Advances forgiveness
|
-
|
-
|
7,443
|
-
|
||||||||||||
Total Other Income (Expense)
|
-
|
-
|
7,443
|
-
|
||||||||||||
LOSS BEFORE INCOME TAXES
|
(29,758
|
)
|
(4,951
|
)
|
(64,443
|
)
|
(36,179
|
)
|
||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS
|
$
|
(29,758
|
)
|
$
|
(4,951
|
)
|
$
|
(64,443
|
)
|
$
|
(36,179
|
)
|
||||
Basic and Diluted Income per Common Share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
||||
Basic and Diluted Weighted Average Common Shares Outstanding
|
5,500,000
|
500,000
|
5,500,000
|
500,000
|
February 24, 2014
|
||||||||
Nine Months Ended
|
(Inception) to
|
|||||||
September 30,
|
September 30,
|
|||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
NET LOSS
|
$
|
(64,443
|
)
|
$
|
(36,179
|
)
|
||
Adjustments to reconcile net loss to net cash from operating activities:
|
||||||||
Depreciation
|
6,472
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Refundable sales taxes
|
(2,478
|
)
|
(432
|
)
|
||||
Prepaid expenses
|
5,643
|
(15,428
|
)
|
|||||
Accounts payable and accrued liabilities
|
(23,231
|
)
|
1,671
|
|||||
Net cash provided by operating activities
|
(78,037
|
)
|
(50,368
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of fixed assets
|
(55,693
|
)
|
(36,402
|
)
|
||||
Net cash used in investing activities
|
(55,693
|
)
|
(36,402
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Advances from shareholder
|
140,501
|
76,720
|
||||||
Proceeds from issuance of common stock
|
-
|
10,050
|
||||||
Net cash provided by financing activities
|
140,501
|
86,770
|
||||||
Net increase in cash and cash equivalents
|
6,771
|
-
|
||||||
Cash and cash equivalents - beginning of period
|
2,420
|
-
|
||||||
Cash and cash equivalents - end of period
|
$
|
9,191
|
$
|
-
|
||||
Supplemental Cash Flow Disclosures
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash Financing and Investing Activities
|
||||||||
Advances forgiveness by prior officer
|
$
|
7,443
|
$
|
-
|
||||
Loan forgiveness by shareholder
|
$
|
-
|
$
|
69,822
|
September 30, 2015
|
December 31, 2014
|
|||||||
Equipment
|
$
|
45,331
|
$
|
15,190
|
||||
Furniture
|
9,459
|
-
|
||||||
Construction in progress
|
44,787
|
28,694
|
||||||
Less accumulated depreciation
|
(6,472
|
)
|
-
|
|||||
$
|
93,105
|
$
|
43,884
|
Page
|
|
F-9 | |
F-10 | |
F-11 | |
F-12 | |
F-13 | |
F-14 |
|
|
Wheat Ridge, Colorado
August 29, 2015
|
|
9605 West 49
th
Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com
|
For the Period from
|
||||
February 24, 2014
|
||||
(Inception) to
|
||||
December 31, 2014
|
||||
Revenue
|
$
|
-
|
||
Operating Expenses
|
||||
General & administrative
|
19,568
|
|||
Professional fees
|
26,601
|
|||
Total operating expenses
|
46,169
|
|||
Loss before income tax
|
(46,169
|
)
|
||
Income tax provision
|
-
|
|||
Net loss
|
$
|
(46,169
|
)
|
|
Basic and Diluted Loss per Common Share
|
$
|
(0.02
|
)
|
|
Basic and Diluted Weighted Average Number
|
||||
Of Common Shares Outstanding
|
2,114,583
|
Additional
|
Total
|
|||||||||||||||||||
Common Shares
|
Paid-In
|
Accumulated
|
Stockholder's
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance – February 24, 2014 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Common shares issued for cash at $0.001 per share
|
500,000
|
500
|
-
|
-
|
500
|
|||||||||||||||
Common shares issued to acquire shares in
Hip Cuisine, Inc. Panama
|
5,000,000
|
5,000
|
5,000
|
-
|
10,000
|
|||||||||||||||
Debt forgiveness from shareholder
|
-
|
-
|
69,822
|
-
|
69,822
|
|||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
(46,169
|
)
|
(46,169
|
)
|
|||||||||||||
Balance – December 31, 2014
|
5,500,000
|
$
|
5,500
|
$
|
74,822
|
$
|
(46,169
|
)
|
$
|
34,153
|
For the Period from
|
||||
February 24,
|
||||
(Inception) to
|
||||
December 31, 2014
|
||||
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(46,169
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Changes in operating assets and liabilities:
|
||||
Refundable sales taxes
|
(444
|
)
|
||
Prepaid and deposits
|
(17,428
|
)
|
||
Accounts payable and accrued liabilities
|
30,023
|
|||
Net cash used in Operating Activities
|
(34,018
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Purchases of fixed assets
|
(43,884
|
)
|
||
Net cash used in Investing Activities
|
(43,884
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Advances from shareholder
|
79,822
|
|||
Proceeds from issuance of common stock
|
500
|
|||
Net cash provided by Financing Activities
|
80,322
|
|||
Net increase in cash
|
2,420
|
|||
Cash at the beginning of period
|
-
|
|||
Cash at the end of period
|
$
|
2,420
|
||
Supplemental Cash Flow Disclosure:
|
||||
Interest paid
|
$
|
-
|
||
Taxes paid
|
$
|
-
|
||
Non-cash Financing and Investing Activities
|
||||
Loan forgiveness by shareholder
|
$
|
69,822
|
i) | Assets and liabilities at the rate of exchange in effect at the balance sheet date. |
ii) | Equities at historical rate |
iii) | Revenue and expense items at the average rate of exchange prevailing during the period. |
i) | Persuasive evidence for an agreement exists; |
ii) | Service has been provided; |
iii) | The fee is fixed or determinable; and, |
iv) | Collection is reasonably assured. |
|
December 31, 2014
|
|||
Equipment
|
$
|
15,190
|
||
Construction in progress
|
28,694
|
|||
Depreciation
|
-
|
|||
|
$
|
43,884
|
February 24
, 2014
|
||||
(inception) through
|
||||
|
December 31, 2014
|
|||
Income tax expense at statutory rate
|
$
|
15,697
|
||
Change in valuation allowance
|
(15,697
|
)
|
||
Income tax expense
|
$
|
-
|
|
December 31, 2014
|
|||
Net operating loss
|
$
|
15,697
|
||
Valuation allowance
|
(15,697
|
)
|
||
Net deferred tax asset
|
$
|
-
|
Transfer Agent
|
$
|
1,000
|
||
Legal and Accounting
|
6,000
|
|||
Total Offering Expenses
|
$
|
7,000
|
Exhibit
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
5.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
99.1
|
|
Hip Cuisine, Inc.
|
|
|
|
|
|
|
|
By
|
/s/ Natalia Lopera
|
|
|
|
Natalia Lopera
|
|
|
|
Chief Executive Officer,
Principal Executive Officer
|
|
|
By
|
/
s/ Douglas W. Samuelson
|
|
|
|
Douglas W. Samuelson
Chief Financial Officer
Principal Accounting Officer
|
|
|
|
/s/ Natalia Lopera
|
|
Chief Executive Officer
|
|
February 2, 2016
|
|
|
Natalia Lopera
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/ Natalia Lopera
|
|
Principal Executive Officer
|
|
February 2, 2016
|
|
|
Natalia Lopera
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/ Natalia Lopera
|
|
Director
|
|
February 2, 2016
|
|
|
Natalia Lopera
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/ Douglas W. Samuelson
|
|
Chief Financial Officer
|
|
February 2, 2016
|
|
|
Douglas W. Samuelson
|
|
Title
|
|
Date
|
|
/s/ Douglas W. Samuelson | Principal Accounting Officer | February 2, 2016 | ||||
Douglas W. Samuelson | Title | Date |
(d) | A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman. |
O’NEAL LAW OFFICE
|
9605 West 49
th
Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com
|
1.
|
Investment:
|
2.
|
Investor information:
|
|
|
|
||
Name (type or print)
|
SSN/EIN/Taxpayer I.D.
|
|
||
E-Mail address:
|
|
|
||
|
|
|
Address
|
|
|
|
|
||
|
|
|
||
Joint Name (type or print)
|
SSN/EIN/Taxpayer I.D
|
|
||
|
|
|
|
|
E-Mail address:
|
|
|
|
||||
|
|
Address (If different from above)
|
|||||
|
|
|
|||||
Mailing Address (if different from above):
|
|
|
|
||||
|
Street
|
City/State
|
Zip
|
||||
|
|
|
|
|
|
|
|
Business Phone:
|
( )
|
|
Home Phone:
|
( )
|
|
|
|
|
|
|
|
3.
|
Type of ownership:
(You must check one box)
|
Individual
|
|
Custodian for
|
|
|
Tenants in Common
|
|
Uniform Gifts to Minors Act of the State of:
|
||
Joint Tenants with rights of Survivorship
|
|
Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
|
||
Trust
|
|
|
|
|
Community Property
|
|
Other (please explain)
|
|
|
|
|
|
|
|
4.
|
Further Representations, Warrants and Covenants
.
Buyer hereby represents warrants, covenants and agrees as follows:
|
|
|
|
|
|
(a)
|
Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.
|
|
|
|
|
(b)
|
Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.
|
|
(c)
|
Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.
|
5.
|
Acceptance of Subscription.
|
|
|
|
|
|
(a)
|
It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.
|
6.
|
Governing Law.
|
|
|
|
|
|
(a)
|
This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida without giving effect to any conflict of laws or choice of law rules.
|
|
|
INVESTOR SUBSCRIPTION ACCEPTED AS OF
|
||||
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|
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day of
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,
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Signature of Buyer
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HIP CUISINE, INC.
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Printed Name
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2250 NW 114
th
Ave. Unit 1P, PTY 11020,
Miami, FL 33172-3652
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Date
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By:
/s/ Natalia Lopera
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Natalia Lopera, President
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HIP CUISINE, INC.
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2250 NW 114
th
Ave. Unit 1P, PTY 11020,
Miami, FL 33172-3652
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