Gene Nelson, CEO and Director of All Soft Gels, Inc., has been a competitive bodybuilder for over 30 years. He is known as “The Greatest Natural Bodybuilder in the World” and is a former “Mr. Natural USA.” Having taken various natural supplements over the years, when Mr. Nelson was introduced to Kre-Alkalyn creatine he began using it over the classic creatine monohydrate formulas. Later, he learned of a product which formulated the Kre-Alkalyn into a soft gel capsule requires and believed a better version of the product be successful. The All Soft Gels Kre-Alkalyn Soft Gel capsule contains soybean oil, creatine, gelatin, glycerin, L-glutamic Acid, yellow beeswax, purified water, L-leucine, L-arginine and lecithin. It provides faster and improved strength and muscle gains than other creatine supplements, with up to 100% absorption by the body. It does not have the side effects usually associated with creatine powders such loading, cramping and water retention. The gels will be manufactured by an unaffiliated outside provider, Soft Gel Technologies, Inc. (SGTI).
In November of 2013, Gene Nelson founded All Soft Gels, Inc., located at 3904 West 3930 South, Salt Lake City, Utah 84120.
The Company has not patented the specifications for its soft gel capsule.
We have established a two prong sales approach, which utilizes direct sales through Gene Nelson who plans to market the soft gel capsule through direct sales and via sales on ALL Soft Gel Inc.’s internet website.
We intend to derive income from these sales and our goal is to establish brand recognition. Over the next twelve months, All Soft Gels, Inc. plans to build out and establish its reputation and network of clients and advisors in the soft gel capsule business for sale to the general public.
There are numerous companies and individuals who are engaged in the creatine supplement business, and such business is intensely competitive. We believe the highly specialized nature of our corporate focus, utilizing the Kre-Alkalyn combined with certain amino acids in a soft gel capsule, enables us to be a better long-term partner for our clients than if we were organized as a traditional creatine supplement company. Most competitor companies that offer soft-gels in-fact send you what turns out to be regular capsules when they arrive. We have found one or two other companies that truly offer Kre-Alkalyn in a liquid gel form. Our research shows it very hard to figure out the correct way to put this product in a true liquid gel form as Kre-Alkalyn tends to break down when mixed with water or any other liquid. All Soft Gels, Inc. has truly found the right combination to make an easy-to-use Kre-Alkalyn liquid gel capsule that enhances the benefits of taking Kre-Alkalyn creatine.
The Company believes that by offering only its quality Kre-Alkalyn soft gel capsule and superior service its customers, then it will have more customers. Nevertheless, many of our competitors have significantly greater financial and other resources as well as greater managerial capabilities than we do and are therefore, in certain respects, in a better position than we are to provide soft gel capsules. We believe our ability to compete will depend upon many factors both within and outside our control, including, but not limited to: pricing; the timing and market acceptance of soft gel caps and services. We will face direct competition from several privately-held companies, both online and direct marketing companies.
Current Business Focus:
The Company’s business focus is to market Kre-Alkalyn soft gel capsules to customers in the Salt Lake City, Utah area along with, at a reasonable price, to the largest percentage of the target market population as possible. The Company believes that the ability to deliver a quality product that few other companies and/or individuals produces is the main factor in generating a customer base and fostering repeat customers.
Advantages of Competitors over us:
Many of our existing and potential competitors, which will include online creatine supplements businesses are focusing more closely on internet based sales, these companies have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we will. Furthermore, there is the risk that larger financial companies which offer internet and direct sales may decide to use extremely low pricing rates in the creatine supplement market to acquire and accumulate customer accounts and additional self-space at stores. We do not plan to offer extremely low pricing; therefore, such pricing techniques, should they become common in our industry, could have a material, adverse effect on our results of operations, financial condition and business model.
Generally, competitors may be able to respond more quickly to new or emerging changes in customer requirements or to devote greater resources to the development, promotion and sale of their products and services than we will.
There can be no assurance that our potential competitors will not develop products and services comparable or superior to those that will be developed and offered by us or adapt more quickly than us to changing customer requirements, or that we will be able to timely and adequately complete the implementation, and appropriately maintain and enhance the operation, of our business model. Increased competition could result in price reductions, reduced margins, failure to obtain any significant market share, or loss of market share, any of which could materially adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current or future competitors, or that competitive pressures faced by us will not have a material adverse effect on our business, financial condition and results of operations.
There can be no assurance that we will be able to compete against other creatine supplement businesses.
Customer Base:
Presently the Company does not have an established regular customer base.
COMPETITIVE ADVANTAGES:
Experienced Management:
The Company believes that it has experienced management. Our sole Director and executive officer Mr. Nelson has over 30 years of experience in fitness and bodybuilding industries and as such is very knowledgeable about fitness and energy supplements. The Company believes that the knowledge, relationships, reputation and successful track record of its management will help it to build and maintain its client base.
PERFORMANCE
The Company believes that its ability to provide quality soft gel capsule will be one of its key advantages. Through a quality product, the Company will develop a customer base, a repeat customer base and reputation.
NICHE INDUSTRY
All Soft Gels, Inc.’s product sets it apart from any other companies in the industry as no companies and/or individuals produce for sale to the public, that All Soft Gels, Inc. is aware, on the internet or otherwise, soft gel capsule.
RESEARCH AND DEVELOPMENT
The Company is not currently conducting any research and development activities. However, if research and development is required in the future, we intend to rely on third party service providers.
EMPLOYEES
Gene Nelson is the sole Director, Chief Executive Officer, President, and Principal Executive Officer and Principal Financial Officer of All Soft Gels, Inc. At this time, we only have one employee, Gene Nelson.
The Company plans to employ individuals on an as needed basis. The Company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.
Gene Nelson does not receive a salary or benefits in any form. Presently the Company does not have any plans to begin paying salaries, cash or otherwise, or offering any form of benefits to our Board of Directors, Officer and employees.
Gene Nelson currently devotes approximately 10 hours per week to the affairs of the Company. Once the Company raises $75,000 in capital through debt instruments such as bank loans, or private financing, Mr. Nelson will devote 40 hours per week to the Company or more, and draw a salary of $2,000 per month.
ADDITIONAL PRODUCTS:
The Company does not intend to market any other products.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
The following table sets forth the name and age of officer and director as of December 31, 2015. Our Executive officer is elected annually by our board of director. Our executive officer hold his offices until he resigns, is removed by the Board, or his and/or his successor is elected and qualified.
NAME | | AGE | | POSITION/INITIAL ELECTION | | APPOINTMENT DATE |
| | 51 | | Chief Executive Officer, President, Chief Financial Officer, Secretary | | |
Executive Officer
The Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, sole Director and the selling security holder Gene Nelson is the "Promoter” within the meaning of Rule 405 of Regulation C.
Board of Directors
Gene Nelson.
The Directors will hold office until the next annual meeting of the security holders following their election and until their successors have been elected and qualified. The Board of Directors appoints Officers. Officers hold office until the next annual meeting of our Board of Directors following their appointment and until successors have been appointed and qualified.
Set forth below is a description of the recent employment and business experience of the Company’s Director and Executive Officer:
Gene Nelson; Chief Executive Officer, President, Chief Financial Officer
Mr. Gene Nelson founded All Soft Gels, Inc. in 2013 as President and CEO, to provide his professional experience, expertise gained over the past three decades as a champion bodybuilder.
Mr. Nelson is considered an expert in his field, and is known as the “Greatest Natural Bodybuilder in the World.” Mr. Nelson has been associated with some of the most recognized companies in natural supplement industries involved in health, fitness, and bodybuilding, including Youngevity International, of which he is a product ambassador and a member of the Youngevity Athletic Advisor Board which such noted former pro stars as Mike Glenn (NBA), Theo Ratliff (NBA) and Drew Pearson (NFL). In 2005, and at the age of 41, Mr. Nelson placed second in one of the most competitive Natural Bodybuilding contest in the world, "The Musclemania World Championships". He has won the overall titles in more than 10 shows including the Natural USA, Western Musclemania Championships, Mr. Utah, Natural Colorado, and many others. Gene Nelson is known as a leader in the field of Natural Bodybuilding and has always been open to helping others reach their health and fitness goals.
AUDIT COMMITTEE
The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
COMPENSATION COMMITTEE
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
INDEPENDENT DIRECTOR/CORPORATE GOVERNANCE COMMITTEE
Our Board of Directors currently consists of only Gene Nelson. We are not a “listed company” under SEC rules and therefore are not required to have separate committees comprise of independent directors. We do not have independent director(s) at this time.
The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.
The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.
NOMINATING COMMITTEE
The Company does not have a Nominating Committee and the full Board acts in such capacity.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our securities by: (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) the Company’s director and executive officer. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, our address is: 3904 West 3930 South, Salt Lake City, Utah 84120. The Company's telephone number is: 801-707-9026.
As of December 31, 2015, there were Ten Million (10,000,000) shares of common stock issued and outstanding.
(1) This table is based on Ten Million (10,000,000) shares of common stock outstanding.
As of the date of this prospectus, we had the following security holder holding greater than 5%:
Title of Class | | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Owner | | | Percent of Class (1) | |
| | | | | | | | |
| | Gene Nelson Chief executive officer and director | | | | | | | | |
| | | | | | | | | | |
REMUNERATION OF OUR DIRECTOR AND OFFICER
All Soft Gels, Inc. has made no provisions for paying cash or non-cash compensation to its officer and sole director. No salaries are being paid at the present time, and none will be paid unless and until our developmental stage operations generate sufficient cash flow.
The following table sets forth all the remuneration of our Director and Officer for the period from inception on November 18, 2013, through to the end of the period on December 31, 2015:
NAME OF INDIVIDUAL | | CAPACITIES IN WHICH REMUNERATION WAS RECEIVED | | AGGREGATE CASH REMUNERATION | |
| | | | | |
| | Chief Executive Officer, President, Chief Financial Officer, Secretary | | | | |
| | | | | | |
EMPLOYMENT AGREEMENTS
To date, the Company has no employment agreements in effect with its Principal Executive Officer. We do not pay compensation to our Director for attendance at meetings. We will reimburse Directors for reasonable expenses incurred during the course of their performance.
The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officer below. The following table summarizes all compensation for the years ended December 31, 2015 and 2014.
SUMMARY COMPENSATION TABLE
| | | | OTHER ANNUAL COMPENSATION REMUNERATION | |
NAME PRINCIPAL OTHER | | CAPACITIES IN WHICH REMUNERATION WAS RECEIVED | | YEAR | | SALARY $ | | | BONUS $ | |
| | | | | | | | | | |
| | Chief Executive Officer, President, Chief Financial Officer, Secretary | | | | | | | | | | |
| | | | | | | | | | | | |
COMPENSATION OF DIRECTORS
The Company sole Director do not currently receive compensation for their services as directors, but we plan to reimburse him for expenses incurred in attending board meetings.
At present, we do not have a stock incentive plan in place. We have not granted any options to the Company’s director and/or officer.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
At present, we do not have employment agreements with our Principal Executive officer and the Company does not intend to enter into an employment agreement with Mr. Nelson.
PRINCIPAL STOCKHOLDER
a) Security Ownership of Management - the number and percentage of shares of common stock of the Company owned of record and beneficially, by the Company’s one officer and director of the Company is as follows.
Unless otherwise stated, our address is: 3904 West 3930 South, Salt Lake City, Utah 84120. The Company's telephone number is (801) 707-9026.
Name | | Shares Beneficially Owned prior to Offering | | | Shares to be Offered | | | Shares Beneficially Owned after Offering | | | Percent Beneficially Owned after Offering | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Officer, Director and Significant Shareholder | | | | | | | | | | | | | | | | |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
As of the date of this prospectus, apart from an advance of $50 by Mr. Gene Nelson to the Company, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following:
| * | A director or officer; |
| * | Any nominee for election as a director; |
| * | Any principal security holder identified in the preceding “Security Ownership of Selling Shareholder and Management" section; or |
| * | Any relative or spouse, or relative of such spouse, of the above referenced person . |
TRANSFER AGENT AND REGISTRAR
Transfer Agent and Registrar: The Company acts as its own transfer agent at this time. When this registration statement becomes effective the Company will use for our common stock the services of ISLAND STOCK TRANSFER INC., 100 Second Avenue South, Suite 705S St Petersburg, FL 33701, Telephone (727) 459-7378 Facsimile 727-290-3961,
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the offering, we will have outstanding Ten Million (10,000,000) shares of common stock. Of these shares, the Four Million (4,000,000) shares to be sold in the offering, will be freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The remaining shares of common stock outstanding upon completion of the offering will be "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration, such as the exemption afforded by Rule 144.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company's bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).
These indemnification provisions may be sufficiently broad to permit indemnification of the registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by our director and executive officer.
Our bylaws and applicable Nevada law provide for the indemnification of our director, officer, future employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officer, future employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, 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 a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
We are authorized to issue an aggregate number of 50,000,000 shares of capital stock.
Common Stock
The Company issued to the founder Ten Million 10,000,000 common shares of stock for $10,000. As of December 31, 2015, there are Ten Million (10,000,000) shares issued and outstanding at a value of $0.001 per share.
The securities being offered by the selling security holder are shares of our Common stock.
We are authorized to issue 50,000,000 shares of common stock, $0.001 par value per share. Currently, we have 10,000,000 shares of common stock issued and outstanding.
Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the board of directors.
Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There is no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
We have no preferred stock authorized, issued or outstanding as of December 31, 2015.
Dividends
We have not paid any cash dividends to our shareholder. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no outstanding stock options to purchase our securities.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
AUDITOR: The financial statements included in this prospectus and the registration statement have been audited by KLJ & Associates, LLP to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.
We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto.
You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, in our files in the Commission's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, N.E., Room 1580 Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.
REPORTS TO SECURITY HOLDER
As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our security holder with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and stockholders’ of All Soft Gels, Inc.
We have audited the accompanying balance sheet of All Soft Gels, Inc. (the “Company”) as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2015 and 2014. All Soft Gels, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of All Soft Gels, Inc. as of December 31, 2015 and 2014 and the results of its operations and its cash flows for the years ended December 31, 2015 and 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered net losses and has had negative cash flows from operating activities during the year ended December 31, 2015.These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
/s/ KLJ & Associates, LLP |
Edina, MN |
February 1, | |
5201 Eden Avenue
Suite 300
Edina, MN 55436
630.277.2330
ALL SOFT GELS, INC.
BALANCE SHEETS
| | December 31, | | | December 31, | |
| | 2015 | | | 2014 | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total current liabilities | | | | | | | | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Stockholders' equity (deficit) | | | | | | | | |
| | | | | | | | |
Common stock, $0.001 par value, 50,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2015 and 2014 | | | | | | | | |
Additional paid-in capital | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total deficiency in stockholders' equity | | | | | | | | |
| | | | | | | | |
Total liabilities and deficiency in stockholders' equity | | | | | | | | |
See Accompanying Notes to Financial Statements.
ALL SOFT GELS, INC.
STATEMENTS OF OPERATIONS
| | For the | | | For the | |
| | Year Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2015 | | | 2014 | |
| | | | | | |
Revenue | | $ | - | | | $ | - | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
General and administrative | | | 50 | | | | - | |
| | | | | | | | |
Total operating expenses | | | 50 | | | | - | |
| | | | | | | | |
Net operating loss | | | (50 | ) | | | - | |
| | | | | | | | |
Loss before provision for income taxes | | | (50 | ) | | | - | |
| | | | | | | | |
Provision for income taxes | | | - | | | | - | |
| | | | | | | | |
Net loss | | $ | (50 | ) | | $ | - | |
| | | | | | | | |
Net loss per share - basic | | $ | (0.00 | ) | | $ | - | |
| | | | | | | | |
Net loss per share - diluted | | $ | (0.00 | ) | | $ | - | |
| | | | | | | | |
Weighted average shares outstanding - basic | | | 10,000,000 | | | | 10,000,000 | |
| | | | | | | | |
Weighted average shares outstanding - diluted | | | 10,000,000 | | | | 10,000,000 | |
See Accompanying Notes to Financial Statements.
ALL SOFT GELS, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
| | | | | | | | | | | Common | | | | | | Total | |
| | | | | | | | Additional | | | Stock | | | | | | Stockholders' | |
| | Common Stock | | | Paid-In | | | Subscriptions | | | Accumulated | | | Equity | |
| | Shares | | | Amount | | | Capital | | | Receivable | | | (Deficit) | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | |
Balance, November 18, 2013 (Inception) | | | 10,000,000 | | | $ | 10,000 | | | $ | - | | | $ | (10,000 | ) | | $ | - | | | $ | - | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Balance, December 31, 2013 | | | 10,000,000 | | | | 10,000 | | | | - | | | | (10,000 | ) | | | - | | | | - | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Balance, December 31, 2014 | | | 10,000,000 | | | | 10,000 | | | | - | | | | (10,000 | ) | | | - | | | | - | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (50 | ) | | | (50 | ) |
Balance, November 30, 2015 | | | 10,000,000 | | | | 10,000 | | | | - | | | | (10,000 | ) | | | (50 | ) | | | (50 | ) |
See Accompanying Notes to Financial Statements.
ALL SOFT GELS, INC.
STATEMENTS OF CASH FLOWS
| | For the | | | For the | |
| | Year Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2015 | | | 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
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Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Changes in assets and liabilities: | | | | | | | | |
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Net cash provided by operating activities | | | | | | | | |
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CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from related party advances | | | | | | | | |
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Net cash provided by financing activities | | | | | | | | |
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Net increase in cash and cash equivalents | | | | | | | | |
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Cash and cash equivalents at beginning of period | | | | | | | | |
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Cash and cash equivalents at end of period | | | | | | | | |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | |
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See Accompanying Notes to Financial Statements.
ALL SOFT GELS, INC.
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
All Soft Gels, Inc. (“The Company”) was incorporated in the state of Nevada on November 18, 2013 to market a soft gel Kre-Alkalyn capsule.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
The Company has adopted a fiscal year end of December 31st.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company did not have any cash equivalents at December 31, 2015 and 2014.
Advertising and Promotion
All costs associated with advertising and promoting products are expensed as incurred.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income.
Segment Reporting
Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.
ALL SOFT GELS, INC.
Notes to Financial Statements
Revenue Recognition
For revenue from product sales, the Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
The Company has not generated revenues to date.
Basic and Diluted Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.
Stock-Based Compensation
The Company adopted FASB guidance on stock based compensation upon inception on November 18, 2013. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company did not issue any stock and stock options for services and compensation for the years ended December 31, 2015 and 2014.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers. ASU No. 2014-09 amends ASC 605, by outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 will be effective for the Company for interim and annual periods beginning after December 15, 2017. The Company is evaluating the impact that this ASU may have on its financial statements, if any.
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities, which eliminates the concept of a development stage entity ("DSE"), in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirement. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to early adopt the provisions of ASU No. 2014-10 in these financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern, which requires management to assess an entity's ability to continue as a going concern every reporting period, and provide certain disclosures if management has substantial doubt about the entity's ability to operate as a going concern, or an express statement if not, by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods within annual periods beginning thereafter. Early application is permitted. The Company is in process of evaluating this guidance and determining the expected effect on its financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest, which states the discount or premium resulting from the determination of the present value in cash or non-cash transactions, is not an asset or liability separable from the note that gives rise to it. Therefore, the discount or premium shall be reported in the balance sheet as a direct deduction from or addition to the face amount of the note. Similarly, debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the face amount of that note. The discount, premium, or debt issuance costs shall not be classified as a deferred charge or deferred credit. Early application is permitted. The Company elected to early adopt the provisions of ASU No. 2015-03 in these financial statements.
ALL SOFT GELS, INC.
Notes to Financial Statements
Note 2 – Going Concern
As shown in the accompanying financial statements, the Company has a limited operating history, has an accumulated deficit of $50, has no revenues, and $50 cash on hand as of December 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Related Party
On December 22, 2015, the Company’s CEO, Gene Nelson provided an advance of $50 in cash, which was recorded as a current liability as of December 31, 2015. The advance was non-interest bearing and due on demand.
On November 18, 2013, the Company issued 10,000,000 founder’s shares of common stock at the par value of $0.001 to the Company’s CEO, Gene Nelson in exchange for a subscription receivable in the amount of $10,000.
Note 4 – Income Taxes
The Company’s provision for income taxes was $-0- for the fiscal years ended December 31, 2015 and 2014 since the Company incurred net operating losses which have a full valuation allowance at December 31, 2015 and 2014.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $50 and $0 for the years ended December 31, 2015 and 2014. The total valuation allowance is equal to the total deferred tax asset.
The tax effects of significant items comprising the Company's net deferred taxes as of December 31, 2015 and 2014 were as follows:
| | December 31, | | | December 31, | |
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Net operating loss carry forwards | | | | | | | | |
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ALL SOFT GELS, INC.
Notes to Financial Statements
Note 5 – Stockholder’s Equity
The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. The Company has 10,000,000 common shares issued and outstanding as of December 31, 2015 and 2014.
On November 18, 2013, the Company issued 10,000,000 founder’s shares of common stock at the par value of $0.001 to the Company’s CEO, Gene Nelson, in exchange for a subscription receivable in the amount of $10,000.
Note 6 – Subsequent Events
On January 21, 2016, the Company received $10,000 from the Company’s CEO, Gene Nelson, as payment for the subscription receivable.
There have been no subsequent events to report in accordance with ASC 855-10.
DEALER PROSPECTUS DELIVERY OBLIGATION
Until __________________ (90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the securities being registered are as follows:
Securities and Exchange Commission Registration Fee approximate.
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Costs of Offering | | | |
Legal Fees | | $ | 10,000.00 | * |
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Audit Costs | | $ | 4,000.00 | * |
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CPA Fees | | $ | 3,500.00 | * |
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Office and Miscellaneous Expenses | | $ | 2,500.00 | * |
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Total | | $ | 20,000.00 | * |
* Estimated amount
ITEM 14. RECENT SALES OF UNREGISTERED SECURITIES
ISSUANCE TO THE COMPANY’S SOLE SHAREHOLDER, OFFICER AND DIRECTOR
On November 18, 2013, the Company issued 10,000,000 founder’s shares at the par value of $0.001 in exchange for a subscription receivable in the amount of $10,000.
The Company has no stock option plan, warrants or other dilutive securities.
These shares were issued pursuant to Section 4(2) of the Securities Act. The Ten Million (10,000,000) shares of common stock are restricted shares as defined in the Securities Act. These issuances were made to Gene Nelson, the founder of the Company, who is a sophisticated individual. Since our inception, the founders are in a position of access to relevant and material information regarding our operations. The selling security holder is the "underwriter” within the meaning of the Securities Act of 1933, as amended with respect to all other shares being offered hereby.
ITEM 15. EXHIBITS
The following exhibits are included as part of this Form S-1 or are incorporated by reference to our previous filings. Consent of counsel has been filed as an exhibit to the registration statement. Consent is included in counsel’s opinion that is filed as an exhibit to the registration statement:
Exhibit No. | | Description |
3.1 | | |
3.2 | | |
5.1 | | |
23.1 | | |
ITEM 16. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denomination and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to director, officer 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(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;
(4) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) 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.
(6) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned; thereunto duly authorized, in Salt Lake City, Utah, on this 29 1stth day of February,March, 2016.
| ALL SOFT GELS, INC. |
| |
| By: /s/ Gene Nelson |
| Gene Nelson |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
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/s/ Gene Nelson | | President, Chief Executive Officer and Director (Principal Executive Officer) | | February 1,March 29 , 2016 |
Gene Nelson | | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
EXHIBIT INDEX
Exhibit No. | | Description |
3.1 | | |
3.2 | | |
5.1 | | Consent of counsel has been filed as an exhibit to the registration statement. Consent is included in counsel’s opinion that is filed as an exhibit to the registration statement. |
23.1 | | |