UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
NURSORI, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
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| Primary Standard Industrial Classification Code Number |
| 3670 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeff Evans
Chief Executive Officer
Nursori, Inc.
13702 B. Street
Omaha, NE 68144
(402) 599-3339
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Frank J. Hariton, Attorney-at-Law
1065 Dobbs Ferry Road
White Plains, New York 10607
914-674-4373; (fax) 914-693-2963
PRELIMINARY OFFERING CIRCULAR
An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the United States Securities and Exchange Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
5,400,000 SHARES OF COMMON STOCK
Nursori, Inc.
Common Stock
This is the initial public offering of securities of Nursori, Inc., a Nevada corporation (the “Company,” “Nursori,” “we,” “our” and “us”). We are offering for sale a total of 5,000,000 shares of its common stock at a fixed price of $1.50 per share in a “Tier 2 Offering” under Regulation A (the “Offering”). The selling shareholders identified in this offering circular are offering an additional 400,000 shares of common stock. We will not receive any proceeds from sales by the selling shareholders. Selling shareholders will sell at a fixed price of $1.50 per share. The Offering will terminate at the earlier of: (1) the date at which 5,400,000 Shares have been sold (including 400,000 shares of selling shareholders), (2) the date which is one year after this Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion (the “Termination Date”). This Offering is being conducted on a “best efforts” basis without any minimum offering amount pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings. The Company may undertake one or more closings on a rolling basis; however, it intends to complete one closing. Until we complete a closing, the proceeds for the Offering will be kept in an escrow account. At a closing, the proceeds will be distributed to the Company and the associated Shares will be issued to the investors in such Shares. If there are no closings or if funds remain in the escrow account upon termination of this Offering without any corresponding closing, the investments for this Offering will be promptly returned to investors, without deduction and generally without interest. Frank J. Hariton will serve as the escrow agent. There is no minimum purchase requirement for an investor.
Intelligent Crowd, LLC has agreed to act as our exclusive, lead managing agent to offer the Shares to prospective investors on a “best efforts” basis. In addition, Intelligent Crowd may engage one or more sub-selling agents or selected dealers. Intelligent Crowd is not purchasing the Shares and is not required to sell any specific number or dollar amount of the Shares in the Offering.
We expect to commence the offer and sale of the Shares as of the date on which the offering statement of which this Offering Circular is a part (the “Offering Statement”) is qualified by the SEC. Prior to this Offering, there has been no public market for our Common Stock. We intend to apply to list our Common Stock on the OTCQB. A market maker has agreed to file Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) to obtain a trade symbol for our common stock. Such efforts may not be successful, and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. In any event, our common stock will not be quoted on the OTCQB Marketplace, until after the termination of this Offering.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this Offering Circular and future filings after this Offering.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE __.
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| Maximum Number of Shares | Offering Price | Intelligent Crowd Commissions | Net Proceeds to the Company before expenses |
Per Share | 1 | $1.50 | $0.1125 | $1.3875 |
Total | 5,000,000 | $7,500,000 | $562,500 | $6,937,500 |
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THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The date of this offering circular is September__, 2017
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TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION19
THE COMPANY VISION AND PURPOSE21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS29
DESCRIPTION OF CAPITAL STOCK30
WHERE YOU CAN FIND MORE INFORMATION36
INDEX TO FINANCIAL STATEMENTSF-1
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About Nursori, Inc.
The Company was incorporated in Nevada as Nursori, Inc. (“Nursori” or the “Company”) on June 1, 2017. The founders are Jeff and Mollie Evans who provided exclusive licenses to the Company to use the technology they had developed over the previous few years.
Nursori was founded to develop and market products and technology to help parents create a safe environment for their babies.
There is a need to have affordable sensors that connect video, audio and vitals data. These sensors must be capable of communicating with smart phones, tablets and other computer devices wirelessly and remotely. These devices must be enabled to send accurate and timely alerts to the parents regarding life threatening or dangerous situations.
The technology that has been licensed exclusively to Nursori was used in its early stages by Jeff and Mollie Evansto develop the technology for sensors that are needed for Nursori’s planned products. They also developed an initial product line of Smart Baby Sensors which was ready for market in 2016. They sold 10,000 of these units.
In June 2017, they decided to incorporate Nursori to use and expand the technology they had developed as well as the marketing contacts they had developed in selling their initial products. The plan is to develop Nursori’s connected baby nursery product line in two significant directions. Additional hardware products and sensors will be launched to include Smart/Connected Baby Thermometers, Smart/Connected Scales and Smart/Connected Baby Humidifiers.
In addition, Nursori plans to launch data services through its app that will provide baby sleep analysis, baby movement or cry alerts and expanded services related to baby oxygen and heart rate analysis. This will enableNursori to deliver and sell monitoring devices, sensors and services directly to consumers.
This planned Nursori platform will collect video, vitals and voice data then mines the data to alert caregivers when their babies’ pattern deviates or is in a potential emergency situation.
We cannot predict the likelihood or timing of the successful achievement of any of the foregoing operating plans.
Shares of common stock offered by us | A maximum of 5,000,000 shares. There is no minimum number of shares that must be sold by us for the offering to close. |
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Use of proceeds | Nursori will apply the proceeds from the offering to pay for projects and product development underway, professional fees and other general expenses of the offering. |
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Termination of the offering | The Offering will terminate at the earlier of: (1) the date at which 5,400,000 Shares (including selling shareholders’ shares) has been sold, (2) the date which is one year after this Offering being qualified by the SEC or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion. |
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Risk factors | The purchase of our common stock involves a high degree of risk. The common stock offered in this offering circular is for investment purposes only and currently no market for our common stock exists nor may ever exist.
Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in this stock. |
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Trading Market
| None. While a market maker has agreed to file a Rule 211 application with FINRA to obtain a trade symbol for our common stock, such efforts may not be successful and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require.
Even if Nursori’s common stock is quoted or granted listing, a market for the common shares may not develop. |
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Implications of Being an Emerging Growth Company
As a company with less than $1.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in theJOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:
a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
an exemption to provide less than five years of selected financial data in an initial public offering registration statement;
an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting;
an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
reduced disclosure about the emerging growth company’s executive compensation arrangements; and
be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd–Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
As an emerging growth company, we are also exempt from:
Section 404(b) of Sarbanes Oxley which requires that the registered accounting firm shall attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require shareholder approval of executive compensation and golden parachutes.
We would cease to be an emerging growth company upon the earliest of:
the first fiscal year following the fifth anniversary of this offering,
the first fiscal year after our annual gross revenues are $1 billion or more,
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or
as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.
Nursori was incorporated on June 1, 2017 and has had no operating data through June 30, 2017.
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You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this offering circular, before you decide to invest in shares of our common stock.
If any of the following risks were to develop, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.
Risks Related to the Business
1.Nursori is an early stage company and has limited financial resources.
Nursori is an early stage company with a business plan and designed products but limited financial resources. Revenue producing activities have commenced. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended June 30, 2017 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.
Nursori is and will continue to be completely dependent on the services of our CEO, Jeff Evans, and our President,Mollie Evans, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.
Nursori’s operations and business strategy are completely dependent upon the knowledge and business connections of Jeff Evans and Mollie Evans. If they should choose to leave us for any reason or if one or both become ill and unable to work for an extended period of time before we have hired additional personnel, our operations will likely stagnate or fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this Form 1-A. We will fail without the services of Jeff Evans and Mollie Evans or an appropriate replacement(s).
We intend to acquire key-man life insurance on the life of Jeff Evans and Mollie Evans naming Nursori as the beneficiary when and if we obtain the resources to do so and if they are insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.
2.The level of demand for our newly-introduced products cannot be predicted.
Our products are relatively new to the marketplace. We are unable to predict the likely demand, if any, for a newly-introduced product. In addition, we cannot predict the likelihood of potential competitors introducing technologically more advanced or better accepted products in our marketplace.
Many of our likely competitors have significantly greater financial and marketing resources than do we. Many of these competitors have sophisticated management, are in a position to purchase inventory at the lowest prices and have the ability to advertise in a wide variety of media, including television. Their products are also already well known in the marketplace. There are no assurances that our brand will be successful.
Jeff Evans has no significant experience managing a public company and no meaningful financial reporting education or experience. He is and will be heavily dependent on engaging and dealing with outside professional advisors, primarily lawyers and financial advisors/accountants who are and will not be affiliated with our independent auditors. We have no formal arrangements with professionals to help Mr. Evans and cannot provide any assurances that we will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to us.
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5.We will have a commitment to pay monthly license fees of $22,475.
6.We will become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which requires us to incur accounting and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to fund our operations and may prevent us from meeting our normal business obligations.
We will become subject to file periodic reporting requirements of the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these regulations, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel or other professional has to review and assist in the preparation of such reports. The future costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys.
Risks Related to Our Common Stock
The Offering is on a “best efforts” basis and does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our growth opportunities may be materially adversely affected. This could increase the likelihood that an investor may lose their entire investment.
9.You will experience immediate and substantial dilution as a result of this Offering.
You will incur immediate and substantial dilution as a result of this Offering. Purchasers may be diluted by more than __% of their purchase value depending on how many shares are sold.
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We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations or to acquire rights to or licenses for films or other products. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders may further dilute common stock book value, and that dilution may be material.
Two of our executive officers and directors own a significant majority of outstanding shares. In addition, our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Although transactions, other than those described in this offering circular, are not currently being contemplated or discussed, our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company or participate in other transactions, including entering into possible business combinations, without the support of other shareholders.
Our two principal officers hold preferred shares that give them the right to 51% in all shareholder votes. Therefore, they effectively control all corporate activities and can approve transactions, including possible mergers, issuance of shares and compensation levels, without the approval of other shareholders. Their decisions may not be consistent with or in the best interests of other shareholders.
Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.”
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 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 our activities, 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.
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Prior to the date of this offering circular, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB or Pinksheets commencing upon the effectiveness of our registration statement of which this offering circular is a part and the subsequent closing of this offering. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require or that any buying of our shares will ever take place.
It is possible that our shares may become considered a “penny stock” in the future. Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification will severely and adversely affect any market liquidity for our common stock.
Our articles of incorporation, as amended, allow us to issue shares of preferred stock without any vote or further action by our stockholders.
Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. Thus, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Our executive officers and directors will beneficially own preferred stock that grants them a 51% vote in all shareholder elections. Because of this beneficial stock ownership, they will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval, including potential mergers or business changes, and determine our policies. The interests of our executive officers and directors may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The other shareholders would have no way of overriding decisions made by our executive officers and directors. This level of control may also have an adverse impact on the market value of our shares because our three executive officers may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.
A significant portion of the presently outstanding shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six months if purchased from a reporting issuer or 12 months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his/her shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock each three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
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19.We do not expect to pay cash dividends in the foreseeable future.
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and NYSE Market and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
We do not currently have independent audit or compensation committees. As a result, our president and other two officers have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
If we become able to have our shares of common stock quoted on the OTCQB or Pinksheets, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company (“DTC”) to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCQB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCQB, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.
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Upon the completion of this Offering, we expect to elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
taking advantage of extensions of time to comply with certain new or revised financial accounting standards;
being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million before that time, we would cease to be an emerging growth company.
If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for emerging growth companies under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. If we elect not to become a public reporting company our Common Stock will not be permitted to trade on a national securities exchange such as the NYSE MKT.
In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our stockholders would receive less information than they might expect to receive from more mature public companies.
We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.
Because the JOBS Act has only recently been enacted, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
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We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we are no longer an “emerging growth company” as defined in the JOBS Act.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
As an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
For all of the foregoing reasons and others set forth herein, an investment in the Company’s securities in any market which may develop in the future involves a high degree of risk.
Nursori will apply the proceeds from the offering as follows:
Research and development of new technologies to enhance our business;
Purchase of materials needed for the development of products;
General working capital, including license fees until, if ever, funds from operations are sufficient to pay these fees.
Nursori will not undertake projects requiring cash outlays until and unless revenues are sufficient to cover such outlays,
Our plans may be modified depending on the factors set forth in the paragraph above.
We will not receive any proceeds from sales by the selling shareholders.
We will not receive any proceeds from sales of 400,000 shares by the selling shareholders.
Nursori is offering a total of 5,000,000 shares of common stock for sale at a fixed price of $1.50 per share. There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold.
Engagement Agreement with Intelligent Crowd Crowdfunding, Inc. (“Intelligent Crowd”)
We are currently party to an engagement agreement (the “Agreement”) with Intelligent Crowd. The Agreement will remain in effect for 12 months. The parties to the Agreement may terminate it at any time by written consent. The Agreement will automatically renew after 12 months if it has not been terminated.
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Nursori agreed to solicit non-binding indications of interest under Rule 255 for its proposed Offering using the online platform provided by Intelligent Crowd for a Testing of the Waters.
Offering Expenses.
We are responsible for all Offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the production of Offering documents, including design, printing, photograph, and written material procurement costs; (iii) all filing fees, including those charged by the Financial Industry Regulatory Authority (“FINRA”); (iv) all of the legal fees related to FINRA clearance; and (v) our transportation, accommodation, and other roadshow expenses). We have agreed to reimburse Intelligent Crowd for its reasonable and documented due diligence and legal costs.
Intelligent Crowd Fees
Intelligent Crowd will receive a fee equal to 7.5% of the total funds raised plus reimbursement of $10,000 in expenses.
Exchange Listing
The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this offering circular is for investment purposes only, and currently no market for our common stock exists. While a market maker has agreed to file a Rule 211 application with FINRA in order to apply for the inclusion of our common stock in the OTCQB or on the Pinksheets, such efforts may not be successful, and our shares may never be quoted and owners of our common stock may not have a market in which to sell the shares. Also, no estimate may be given as to the time that this application process will require.
If we become able to have our shares of common stock quoted on the OTCQB or Pinksheets, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCQB). What this means is that while DTC-eligibility is not a requirement to trade on the OTCQB or Pinksheets, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.
Pricing of the Offering
Prior to the Offering, there has been no public market for the Shares. The offering price of the common stock has been arbitrarily determined based on discussions between us and Intelligent Crowd and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.
Investment Limitations
As set forth in Title IV of the JOBS Act, there are no limits on how many shares an investor may purchase if the Offering results in a listing of our Common Stock on the NYSE MKT or other national securities exchange. The following apply to us since it is likely that our shares will initially trade on a platform of the OTC Markets.
Generally, in the case of trading on the over-the-counter markets, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see underHow to calculate your net worth elsewhere in this offering circular). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
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Because this is a Tier 2, Regulation A offering, most investors in the case of trading on the over-the-counter markets must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:
You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below underHow to calculate your net worth);
You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;
You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
You are a trust with total assets in excess of $5,000,000, your purchase of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or
You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.
Offering Period and Expiration Date
This Offering will start on or after the date that the Offering is qualified by the SEC and will terminate at the earlier of: (1) the date at which 5,400,000 Shares (including shares of selling shareholders) have been sold, (2) the date which is one year after this Offering being qualified by the SEC, or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion.
Procedures for Subscribing
U.S. investors may participate in this Offering by opening an account with Intelligent Crowd, an online equity crowdfunding platform. The Intelligent Crowd website may be found at www.Intelligent Crowd.com. Intelligent Crowd is open to qualified U.S. investors and accepts individual, joint, corporate or IRA accounts.
To invest individuals first need to login to their Intelligent Crowd account or create one. This involves going to www.growthfountain.com/login to login. They must then complete all fields (email and password) and then click “Sign In.”
If a person does not have an account, the account can be created at: www.Intelligent Crowd.com/signup. After creating an account, the user will be logged in. Users will know they are signed in if they see their name appear in the upper right-hand corner of the webpage.
Once users are logged in, they may click on the company’s campaign that they are interested in and then click on the green “Invest Now” button located on the right-hand side, below the reservation statistics. They will then be asked to sign and complete a series of forms. Upon completion and transfer of the appropriate funds, their investment will be processed.
U.S. investors who participate in this Offering other than through Intelligent Crowd, including through selected dealers, will be required to deposit their funds in an escrow account held by Frank J. Hariton.; any such funds shall be held in escrow until the applicable closing of the Offering or such other time as mutually agreed between the Company and Intelligent Crowd, and then used to complete securities purchases, or returned if this Offering fails to close.
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Non-U.S. investors may participate in this Offering by depositing their funds in the escrow account held Frank J. Hariton; any such funds shall be held in escrow until the applicable closing of the Offering or such other time as mutually agreed between the Company and Intelligent Crowd, and then used to complete securities purchases, or returned if this Offering fails to close.
Right to Reject Subscriptions.
After we receive your complete, executed subscription agreement (forms of which are attached to the Offering Statement as Exhibits 4.1 and 4.2) and the funds required under the subscription agreement have been transferred to the escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions.
Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.
Under Rule 251 of Regulation A, if our Common Stock will not trade on a national securities exchange, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). If our Common Stock will not trade on a national securities exchange, a non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).
How to Calculate Net Worth:
For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.
In order to purchase the Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.
SELLING STOCKHOLDERS
At August 23, 2017 we had six common shareholders.
Nursori issued 7,500,000 common shares to six shareholders upon incorporating in Nevada in June 2017. These shares were issued for services and the business plan that will be used by Nursori. These stockholders had an opportunity to ask questions of and receive answers from our executive officers and were provided with access to our documents and records in order to verify the information provided. Each of these six shareholders who was not an accredited investor represented that he/she had such knowledge and experience in financial and business matters that he/she was capable of evaluating the merits and risks of the investment, and we had grounds to reasonably believe immediately prior to making any sale that such purchaser comes within this description. All transactions were negotiated in face-to-face or telephone discussions between our executives and the individual purchaser, each of whom indicated that they met the standards for participation in a non-public offering under Section 4(2) of the Securities Act of 1933, as amended. Nursori has made a determination that such investors are “sophisticated investors” meaning that each is an investor who has sufficient knowledge and experience with investing that he/she is able to evaluate the merits of an investment. Because of sophistication of each investor as well as, education, business acumen, financial resources and position, each such investor had an equal or superior bargaining position in its dealings with Nursori. In addition to providing proof that each shareholder paid for their shares as indicated in their respective investment letters, signed investment letters also verify that each shareholder was told prior to and at the time of his or her investment, that he/she would be required to act independently with regard to the disposition of shares owned by them and each shareholder agreed to act independently. Each investor signed the same form of Investment Letter.
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No underwriter participated in the foregoing transactions (although all selling stockholders may be considered to be underwriters for purposes of this offering), and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The securities bear a restrictive legend, and stop transfer instructions are noted on our stock transfer records. In addition, neither Nursori nor Mr. Evans has had any negotiations or discussions with any entity concerning an acquisition or merger and has no current intentions to seek out any such entities for such purposes.
All shares offered under this offering circular may be sold from time to time for the account of the selling stockholders named in the following table. The table also contains information regarding each selling stockholder’s beneficial ownership of shares of our common stock as of August 23 2017.
Name |
Number of Shares |
Relation to Company |
Bill Donges |
100,000 |
Shareholder |
Gary B. Wolff |
100,000 |
Shareholder |
RJ Corporate Holdings, Inc. |
100,000 |
Shareholder |
GCND, Inc. |
100,000 |
Shareholder |
|
|
|
Total |
400,000 |
|
Selling Shareholders will sell at $1.50 per share until our stock is quoted on the OTCQB or the Pinksheets and thereafter at prevailing market prices, or privately negotiated prices. None of the Selling Stockholders are broker/dealers or affiliates of broker/dealers.
“Dilution” represents the difference between the offering price of the shares of common stock hereby being offered and the net book value per share of common stock immediately after completion of this Offering. “Net book value” is the amount that results from subtracting total liabilities from total assets. In this Offering, the level of dilution is increased as a result of the relatively low net book value of our issued and outstanding common stock. Assuming all of the shares of common stock offered by the Company herein are sold, the purchasers in this Offering will lose a 60% portion of the value of their shares purchased.
The following table illustrates the dilution to the purchasers of the common stock offered in this offering:
| Assuming the sale of: | |
|
|
|
|
|
|
Offering Price Per Share |
| $1.50 |
|
|
|
Book Value Per Share Before the Offering |
| $0.00 |
|
|
|
Book Value Per Share After the Offering |
| $0.60 |
|
|
|
Net Increase to Original Shareholders |
| $0.60 |
|
|
|
Decrease in Investment to New Shareholders |
| ($0.90) |
|
|
|
Dilution to New Shareholders (%) |
| 60% |
We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.
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There is no established public market for our common stock, and a public market may never develop. A market maker has filed an application with FINRA so as to be able to quote the shares of our common stock on the OTCQB maintained or on the Pinksheets commencing as soon as possible after the effectiveness of our offering circular and the subsequent closing of this offering. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether:
any market for our shares will develop;
the prices at which our common stock will trade; or
the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
If we become able to have our shares of common stock quoted on the OTCQB or on the Pinksheets, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCQB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCQB, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to inRisk Factors, investor perception of Nursori and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCQB or on the Pinksheets. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
Because of the possible future low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock may become subject to the penny stock restrictions in the future.
Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is possible that our shares may be considered to be penny stocks in the future notwithstanding the initial offering price. This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
the basis on which the broker or dealer made the suitability determination, and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities.
There is no Nursori common equity subject to outstanding options or warrants to purchase or securities convertible into our common equity. In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.
If we had been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.
The number of shares sold by such person within any three-month period cannot exceed the greater of:
1% of the total number of our common shares then outstanding; or
The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on a recognized exchange.
Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.
All of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.
At the present time, the currently outstanding shares of our common stock may be sold subject to the rules and limitations of Rule 144 one year from the date of issuance provided that we are current in all of our Reporting Requirements at that date.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Note Regarding Forward-Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:
our future operating results,
our business prospects,
our contractual arrangements and relationships with third parties,
the dependence of our future success on the general economy and its impact on the industries in which we may be involved,
the adequacy of our cash resources and working capital, and
other factors identified in our filings with the SEC, press releases, if any and other public communications.
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These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this offering circular and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to financial statements, which are included in this offering circular.
This management’s discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company included elsewhere in this offering circular. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
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.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of
i.the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,
Operations
Nursori was incorporated on June 1, 2017 to utilize the business plan, technology and marketing contacts developed by its founders, Jeff and Mollie Evans. As of June 30, 2017 operations had not yet commenced.
Liquidity
Nursori has no committed sources of funds and will be dependent on funds provided by Jeff and Mollie Evans until other sources of funds are obtained. Jeff and Mollie Evans’ ability to provide funds is very limited.
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We will have a commitment to pay monthly license fees of $22,475 for exclusive use of the technology underlying our planned products. These fees will be paid to a Company controlled by our principal officers and directors. We cannot predict when the cash flow from operations will be sufficient to meet these commitments.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.
Critical Accounting Policies
The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included in the offering circular, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Seasonality
We do not expect a lot of seasonality affecting our business.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined in Item 303(a) (4) (ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.
The Company Vision and Purpose
The Company was incorporated in Nevada as Nursori, Inc. (“Nursori” or the “Company”) on June 1, 2017. The founders are Jeff and Mollie Evans who provided exclusive licenses to the Company to use the technology they had developed over the previous few years.
Mollie Evans became involved in this area because of her experiences with her own children. Nursori was founded to develop products and technology to help parents create a safe environment for their babies.
There is a need to have affordable sensors that connect video, audio and vitals data. These sensors must be capable of communicating with smart phones, tablets and other computer devices wirelessly and remotely. These devices must be enabled to send accurate and timely alerts to the parents regarding life threatening or dangerous situations.
The technology that has been licensed exclusively to Nursori was used in its early stages by Jeff and Mollie Evansto develop the technology for sensors that are needed for Nursori’s planned products. They also developed an initial product line of Smart Baby Sensors. Their first product was ready for market in 2016. The Evans sold 10,000 Smart Baby Sensors in 2016in retail stores.
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In June 2017, they decided to incorporate Nursori to use and expand the technology they had developed as well as the marketing contacts they had developed in selling the Baby Vida products. The plan is to develop Nursori’s connected baby nursery product line in two significant directions. Additional hardware products and sensors will be launched to include Smart/Connected Baby Thermometers, Smart/Connected Scales and Smart/Connected Baby Humidifiers.
In addition, Nursori plans to launch data services through its app that will provide baby sleep analysis, baby movement or cry alerts and expanded services related to baby oxygen and heart rate analysis. This will enableNursori to deliver and sell monitoring devices, sensors and services directly to consumers.
This planned Nursori platform will collect video, vitals and voice data then mines the data to alert caregivers when their babies’ pattern deviates or is in a potential emergency situation.
The Problem
Caregivers cannot be with children every second of every day. However, they need to know if their baby is ok. Parents know that in the U.S. today:
SIDS is the leading cause of infant death
Over 4,000 Babies Die Each Year from SIDS.
SIDS fear drives parents to purchase products that are cumbersome and generate excessive false alarms.
There is a need to have affordable sensors that connect video, audio and vitals data. These sensors must be capable of communicating with smart phones, tablets and other computer devices wirelessly and remotely. These devices must be enabled to send accurate and timely alerts to the parents regarding life threatening or dangerous situations.
Nursori’s Plans
Nursori’s plans bring the power of the wearable oxygen / heart rate monitor and real time video and audio solutions to the baby nursery. Competing contact sensors are often expensive, cumbersome, generate false alarms and are not connected to video or audio sensors.
From inception Nursori will work on developing and improving oxygen baby monitors to give parents peace of mind. Specifically, the objective is to help a mother:
know if her baby is breathing properly;
know instantly if her baby’s breathing has stopped;
see and hear her baby from her device;
be alerted if baby needs help.
Prior to incorporating Nursori, Jeff and Mollie Evans worked with contractors to develop the technology for the sensors that will be needed for Nursori’s planned products. They developed an initial product line under the name Baby Vida.
Their first product was ready for market in 2016. They sold 10,000 of these sensors within a few months at a typical unit price of $82.55. These sensor units were manufactured by a contractor.
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The Smart Baby Sensor was wireless, portable and affordable. The Smart Sensors were designed to fit over a baby’s foot, while wirelessly providing real-time feedback via Apple or Android smart devices for a mother’s convenience. The Smart Sensor:
Monitors oxygen level and heart rate in real-time
Alarms to readings outside predetermined range
The monitor weighs 23 ounces. The caregiver receives alerts from the sock to an App on his/her phone if the baby’s heart rate or oxygen level drops below a certain level.
The initial research and planning efforts were financed in large part by a loan of $528,000 from the Small Business Administration. The $800,000 in sales revenue has been used to pay expenses and to develop the technology for the next generation of product. There are patents pending covering key aspects of the technology to be used in the next generation of product. The patents are in the names of Jeff and Mollie Evans who have issued a license granting the Company the exclusive right to the technology.
Next Generation of Product
Nursori’s intends to launch the first product in its new Connected Nursery line of products in late 2017 or early 2018. The product will have an advanced version of the original Baby Vida oxygen monitor baby sock that is wirelessly connected to a baby video / audio monitor. This product will have the capabilities of an oxygen sensor and the ability to see and hear baby from your home or remotely away from home. Nursori has plans to offer these products with video capability.
Nursori has received verbal commitments from several major retailers to distribute the next generation of product. The combination product will be initially offered at Babies R Us. Additional orders are expected from Bye Bye Baby and Target within the year. The company is also in discussions with Apple to provide this unique and needed product at the Apple store.
Nursori will also launch a direct marketing campaign on Amazon and Alibaba when and if products become available.
The planned product will come with a stylist baby sock oxygen monitor and a HD video / audio baby monitor. This product will be very competitive by selling in the $249 price range. This will ensure the moms will be able to purchase an affordable baby sensor package.
Nursori Secure Vitals will provide a contact vitals monitoring solution in the form of an easy to dress baby sock. The sock and the baby video monitor will take minutes to set up and use.
Nursori’s platform will extract actionable information from the sock and the camera by mining the audio and video data with machine learning techniques. Alerts will be customized through the Nursori app.
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The plan for 2018 is for Nursori’s connected baby nursery to expand in two significant directions. Additional hardware products and sensors will be launched to include Smart/Connected Baby Thermometers, Smart/Connected Scales and Smart/Connected Baby Humidifiers.
In addition, Nursori will launch data services through its app that will provide baby sleep analysis, baby movement or cry alerts and expanded services related to baby oxygen and heart rate analysis. This will enable Nursori to be able to deliver and sell monitoring devices, sensors and services to consumers.
This new Nursori platform will collect video, vitals and voice data then mines the data to alert caregivers when their babies’ pattern deviates or in an emergency.
Longer-term Plans
The 2018 Solution: Nursori Connect – Extended Nursery Products
The plan is to expand Nursori’s connected baby nursery in two significant directions. Additional hardware products and sensors will be launched to include Smart/Connected Baby Thermometers, Smart/Connected Scales and Smart/Connected Baby Humidifiers.
In addition, Nursori plans to launch data services through its app that will provide baby sleep analysis, baby movement or cry alerts and expanded services related to baby oxygen and heart rate analysis. This will enableNursori to deliver and sell monitoring devices, sensors and services directly to consumers.
This planned Nursori platform will collect video, vitals and voice data then mines the data to alert caregivers when their babies’ pattern deviates or is in a potential emergency situation.
The Complete Solution: Nursuri Health
Nursori plans to offer high value subscription services with 100% local network up-time. The sale of these services and special baby alerts will be available to Nursori consumers on an a la carte basis on the app. Important health data on the baby such as oxygen levels, movement, sleep time, weight, feeding info, growth data, room temperature, room humidity, roll over alerts, baby temperature and wake alerts will be available to caregivers with the click on the secure app. Caregivers will pay a small recurring revenue fee depending on the selection of the services they prefer. The basic app sold with the hardware products will be free.
No assurances can be given that we will be successful in achieving our plans or the timeframe that will be required.
The Market
Nursori will focus on the global juvenile market. There are approximately 350,000 children born every day.
There are 4,000,000 births in the United States each year. There are 5,100,000 births in the European Union. China expects an increase in births to 16,000,000 this year, and Japan expects over 1,000,000.
The US juvenile market sells more than two million monitors annually. The 2014 US Juvenile market was approximately $250,000,000
Our intermediate target market will be concerned caregivers in the US, Europe and selected Asian parents.
Market research shows an additional 25% or the market or about 1,200,000 units are sold annually to the eldercare market segment. Oldest daughters are purchasing the monitors to watch their elder parent not to watch baby. We will look into the elder care market after we have established our position in the child care market.
Marketing
Nursori’s business development strategy will be to focus on the Juvenile industry retail market. The Evans’ initial product was distributed in 2016. Our two principals made a presentation to retail executives to get that accomplished. Fostering and continuing to develop deep relationships with numerous retail channels will be our primary focus.
Nursori will participate in baby conferences held worldwide as well as establish a presence on the market selling portals such as Amazon and Alibaba.
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The Company has exclusive rights to the pending patent position on patents submitted by Nursori founders (which are licensed exclusively to the Company).
Most importantly, Nursori has the exclusive license relating to patents pending for the use of all forms of Pulse Oximetry for detecting and alerting of oxygen levels and heart rates within humans from a wearable device. The filing is believed to be the earliest known filing on such technology at the US Patent Office.
Clinical testing of theNursori sensor shows it to be statistically equivalent to the Massimo monitor. This monitor is used in all US hospitals.
Here are a few potential advantages these technologies offer to Nursori consumers:
Enhanced audio and video sensor fusion captures health data from passive consumers: baby movement, baby cry activity, and visitors to baby’s room.
Operation with or without Internet, low-latency video and sophisticated sound alerts.
Self-installation and set-up is simple plug-and-play. The setup will be completed from a smartphone.
100% reliable and secure video transmission will be achieved that protects consumer and minimizes brand risk.
Firmware updates (including the introduction of new features) may be remotely executed
Video and data are available real-time or from cloud storage via smart devices/tablets (iOS and Android) and computers.
Access to WiFi and Bluetooth
The Company may have counsel review whether any competitive devices have any possible violations of items covered in the two patents covering key portions of its planned products.
Competition
There are several competitors in the juvenile sensor market place. A list of these competitors includes Owlet, Angelcare Rest Devices and Cocoon Cam. These companies have had a longer history and are currently better known in the marketplace than are we. They also may have greater levels of financial resources. We believe that our technology and planned products better serve the needs of the market than do those of our competitors. However, we cannot provide assurances that our strategy will succeed.
Employees
As of June 30, 2017, we had two employees and several agreements that outsource much of our business operation. Jeff Evans, CEO, devotes 80 to 90% of his time to us, and Mollie Evans provides services to us on a fulltime basis.
Property
Our operations are conducted at 13702 B. Street, Omaha, Nebraska 68144. The space is provided at no charge by Jeff Evans. Our telephone number is 402-599-3339.
We are not party to any pending, or to our knowledge, threatened litigation of any type.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our management consists of:
Name | Age | Title |
Jeff Evans | 40 | Chairman of the Board and CEO |
Mollie Evans | 38 | President, Secretary and Director |
| JEFF EVANS – Chairman and CEO
Jeff Evans, 40, has been CEO since inception in 2012. From 2009 to 2012 he was founder and president of Battle Sports Science, a private marketing company. From 2013 to the present he has been founder and president of Soldier Sports, a private marketing company. He is a graduate of Bellevue University and will devote between 80 and 90% of his time to us. |
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| MOLLIE EVANS – President and Director
Mollie Evans, 38, has been a founder and President of the Company since its inception in 2012. She is a graduate of Bradley University and will devote fulltime to us. |
Possible Potential Conflicts
The OTCQB on which we may have our shares of common stock quoted does not currently have any director independence requirements. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB commencing upon the effectiveness of our registration statement of which this offering circular is a part and the subsequent closing of this offering. There can be no assurance that the market maker’s application will be accepted by FINRA
No member of management is or will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer’s understanding of his/her fiduciary duties to us.
Mr. and Mrs. Evans plan to be involved on a fulltime basis with us, and Robert Wilson plans on devoting approximately 80% of his time to us.
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Code of Business Conduct and Ethics
We adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:
honest and ethical conduct,
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,
compliance with applicable laws, rules and regulations,
the prompt reporting violation of the code, and
accountability for adherence to the code.
Board of Directors
We currently have three directors, none of whom are considered independent.
All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our directors’ terms of office expire on December 31, 2018. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none) and serve at the discretion of the board. Currently, a person serving as a director receives no compensation for serving in the role as a director.
If at any point we have an even number of directors, tie votes on issues are resolved in favor of the chairman’s vote.
Involvement in Certain Legal Proceedings
During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of Nursori:
1. had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing;
2. was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other similar minor offenses);
3. was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from or otherwise limiting his/her involvement in any of the following activities:
ii.engaging in any type of business practice; or
5. was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.
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Committees of the Board of Directors
We currently have no independent directors because all of our directors are also officers of Nursori or is the CEO of a company that holds a 15% interest in Nursori. Concurrent with having sufficient independent members and resources, if ever, the Nursori board of directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the size of memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.
All directors will be reimbursed by Nursori for any expenses incurred in attending board meetings provided that Nursori has the resources to pay these fees. Nursori will consider applying for officers and directors liability insurance at such time as it has the resources to do so.
Summary Executive Compensation Table
The following table shows, for the period ended June 30, 2017 compensation awarded to or paid to, or earned by, our three officers.
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SUMMARY COMPENSATION TABLE
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Name | Period Ended June 30, | Salary | Bonus | Stock | Option | Non-Equity | Nonqualified | All Other | Total ($) | |
Jeff Evans CEO | 2017 | - | - | - | - | - | - | - | - | |
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Mollie Evans, President | 2017 | - | - | - | - | - | - | - | - | |
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The Evans will make all decisions determining the amount and timing of their compensation and, for the immediate future, will receive the level of compensation each month that permits us to meet our obligations. The Evans’ compensation amounts will be formalized when annual sales reach $2,000,000.
None of our named executive officers received any grants of stock, option awards or other plan-based awards. The Company has never issued these types of awards.
Grants of Plan-Based Awards Table
None of our named executive officers received any grants of stock, option awards or other plan-based awards. The Company has never issued these types of awards.
Options Exercised and Stock Vested Table
None of our named executive officers has ever been granted or exercised any stock options
Outstanding Equity Awards at Fiscal Year-End Table
No equity award arrangements have ever been awarded or granted by the Company.
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As of August 23, 2017 we had 7,500,000 shares of common stock outstanding which are held by six shareholders. The chart below set forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of August 23, 2017; of all directors and executive officers of the Company and of our directors and officers as a group (of which there are currently only three persons).
Name, Title and Address of Beneficial Owner of Shares(a) | Amount of Beneficial Ownership(b) | Percent(c) | |
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Preferred | Jeff and Mollie Evans | 1,000,000 | 100 |
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Preferred | All Directors and Officers as a group (2 persons) | 1,000,000 | 100 |
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Common | Jeff Evans | 3,600,000 | 48 |
| Mollie Evans | 3,500,000 | 47 |
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Common | All Directors and Officers as a group (2 persons) | 7,100,000 | 95 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The promoters of Nursori are Jeff and Mollie Evans, our CEO and President. They are married to each other.
Nursori issued 1,000,000 shares of preferred stock to Jeff and Mollie Evans at the time of incorporation in Nevada in exchange for the organization efforts and business plan. The preferred stock gives the holder 51% of all shareholder votes, converts share for share into common stock at the option of the holder and receives dividends if any on equal basis with shares of common stock. The holder controls all shareholder votes.
We will have a commitment to pay monthly license fees of $22,475 for exclusive use of the technology underlying our planned products. These fees will be paid to a Company controlled by our principal officers and directors, Jeff and Mollie Evans. We cannot predict when the cash flow from operations will be sufficient to meet these commitments.
Director Independence; Committees of the Board of Directors
Our Board of Directors is comprised of three individuals. We do not have a majority of independent directors as that term is defined under Rule 4200(a) (15) of the NASDAQ Marketplace Rules, even though that definition does not currently apply to us, because we are not listed on the NASDAQ. We anticipate that if we expand our Board of Directors in the future, that we will seek to include members who are independent. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors
Our Board of Directors has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our Board of Directors as a whole. Further, since our securities are not listed on an exchange, we are not subject to any qualitative requirements mandating the establishment of any particular committees.
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We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given the nature of our operations and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.
None of our directors is an “audit committee financial expert” within the meaning of Item 407(d) (5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:
a)understands generally accepted accounting principles and financial statements,
d)understands internal controls over financial reporting, and
e)understands audit committee functions.
We believe that the members of our Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances.
Introduction
We were incorporated under the laws of the State of Nevada on June 1, 2017. Nursori is authorized to issue 99,000,000 shares of common stock and 1,000,000 shares of preferred stock. All shares have a par value of $0.0001.
Preferred Stock
Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors.
Nursori issued 1,000,000 shares of preferred stock to Jeff and Mollie Evans. The preferred stock gives the holders 51% of all shareholder votes, converts share for share into common stock at the option of the holder and receives dividends if any on equal basis with shares of common stock. The holder controls all shareholder votes.
Common Stock
Our certificate of incorporation authorizes the issuance of 99,000,000 shares of common stock with a par value of $.0001 per share. There are 7,500,000 shares of our common stock issued and outstanding at August 23, 2017 that are held by six shareholders. Holders of our common stock:
have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;
are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and
are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders
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The rights of shareholders of Nevada corporations are described below. In addition, the Board of Directors, without a shareholder vote, has the right to amend our bylaws to make it harder or easier to effect a change in our control. A majority of shareholder votes are required for persons to become directors. In addition, shareholders may submit proposals to be voted on at annual meetings, but such items may be rejected by the Board of Directors.
Authorized but Un-issued Capital Stock
Nevada law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.
One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.
Shareholder Matters
As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us if our shares are considered to be penny stocks which they currently are and probably will be for the foreseeable future. Although the federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this offering circular, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.
As a Nevada corporation, we are subject to theNevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions ofNevada law described below create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.
Directors’ Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection
Dissenters’ Rights. Among the rights granted underNevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (seeNevada Revised Statutes (“NRS”) 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either byNevada law or by the terms of the articles of incorporation.
A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:
listed on a national securities exchange,
included in the national market system by the National Association of Securities Dealers, or
held of record by not less than 2,000 holders.
This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner’s interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.
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i. the articles of incorporation, and all amendments thereto,
ii. bylaws and all amendments thereto; and
iii. a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.
In lieu of the stock ledger or duplicate stock ledger, Nevada law provides that the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.
Control Share Acquisitions. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent any person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may also be deemed material. These provisions will be applicable to us if and when we have 200 shareholders of record with at least 100 of these having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual reports on Form 10-K. This form will be filed with the Securities and Exchange Commission within 90 days of the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR” database.
Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in company shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders’ meeting held upon the request and at the expense of the acquiring person. If the acquiring person’s shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of the voting power of our shares in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares” means the company’s outstanding voting shares that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.
These Nevada statutes do not apply if a company’s articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply.
According to NRS 78.378, the provisions referred to above will not restrict our directors from taking action to protect the interests of our Company and its shareholders, including without limitation, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from including stricter requirements in our articles of incorporation or bylaws relating to the acquisition of a controlling interest in the Company.
Our articles of incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.
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Certain Business Combinations. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company’s articles of incorporation provide otherwise. With the effectiveness of this registration statement, we will be required to file reports with the SEC under section 15(d) of the Securities Act. Accordingly, upon the effectiveness of this registration statement, we will be subject to these statutes when and if we have 200 shareholders as our Articles of Incorporation do not exempt us from them. We cannot predict the likelihood that we will ever meet the criteria of number of shareholders and being registered under Section 12 of 1934 Securities Exchange Act which would cause us to fall under these statutes or, if we do, what the timeframe will be.
These provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for three years after the interested stockholder acquired the shares that cause him to become an interested shareholder, unless he/she had prior approval of our board of directors. The term “combination” is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the three-year period only if the shareholder receives approval from a majority of our disinterested shares or the offer meets the requirements for fairness that are specified in NRS 78.441-42. For the above provisions, “resident domestic corporation” means a Nevada corporation that has 200 or more shareholders. An “interested stockholder” is defined in NRS 78.423 as someone who is either:
the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or
our affiliate or associate and who within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.
Amendments to Bylaws -Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.
Transfer Agent
The Transfer Agent for our common stock is Action Stock Transfer Corporation, 2469 E. Ft. Union Blvd., Suite 214, Salt Lake City, UT 84121. Its telephone number is 801-274-1088.
We are considering having our shares trade on the OTCQB.
OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
To be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. A market maker has filed an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB commencing upon the effectiveness of our registration statement of which this offering circular is a part. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require.
The OTCQB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCQB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB.
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCQB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company assuming all FINRA questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCQB is that the issuer be current in its reporting requirements with the SEC.
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Although we anticipate that quotation on the OTCQB will increase liquidity for our stock, investors may have difficulty in getting orders filled because trading activity on the OTCQB in general is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when an order is placed.
Investors must contact a broker-dealer to trade OTCQB securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.
OTCQB transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCQB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
If we become able to have our shares of common stock quoted on the OTCQB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCQB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCQB, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.
Because OTCQB stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
Rule 144
In general, under Rule 144 as currently in effect, any person who is or has been an affiliate of ours during the 90 days immediately preceding the sale and who has beneficially owned shares for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this Offering Circular, a number of shares that does not exceed the greater of:
1% of the then-outstanding shares of common stock; and
the average weekly trading volume during the four calendar weeks preceding the sale, subject to the filing of a Form 144 with respect to the sale.
Sales under Rule 144 by our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
A person who is not deemed to have been an affiliate of ours at any time during the 90 days immediately preceding the sale and who has beneficially owned his or her shares for at least six months is entitled to sell his or her shares under Rule 144 without regard to the limitations described above, subject only to the availability of current public information about us during the six months after the initial six-month holding period is met. After a non-affiliate has beneficially owned his or her shares for one year or more, he or she may freely sell his or her shares under Rule 144 without complying with any Rule 144 requirements.
We are unable to estimate the number of shares that will be sold under Rule 144, since this will depend on the market price for our common stock, the personal circumstances of the sellers and other factors. Prior to the offering, there has been no public market for the common stock, and there can be no assurance that a significant public market for the common stock will develop or be sustained after the offering. Any future sale of substantial amounts of the common stock in the open market may adversely affect the market price of the common stock offered by this Offering Circular
State Securities – Blue Sky Laws
Reg A, Tier II offers “covered securities” under the National Securities Markets Improvement Act of 1996 (“NSMIA”) and therefore are exempt from state registration and qualification requirements.[1] States can (and generally will) still require that information provided to the SEC also be filed with the state, and that the issuer pay filing fees for the privilege. Satisfying state filing requirements is far less burdensome than full Blue Sky compliance.
34
ERISA Considerations
An investment in us by an employee benefit plan is subject to additional considerations because the investments of these plans are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and restrictions imposed by Section 4975 of the Code. For these purposes the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization. Among other things, consideration should be given to:
whether the investment is prudent under Section 404(a)(1)(B) of ERISA;
whether in making the investment, that plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA; and
whether the investment will result in recognition of unrelated business taxable income by the plan and, if so, the potential after-tax investment returns.
The person with investment discretion with respect to the assets of an employee benefit plan, often called a fiduciary, should determine whether an investment in us is authorized by the appropriate governing instrument and is a proper investment for the plan.
Section 406 of ERISA and Section 4975 of the Code prohibit employee benefit plans from engaging in specified transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan.
In addition to considering whether the purchase of Offered Shares is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code.
The Department of Labor regulations provide guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets would not be considered to be “plan assets” if, among other things:
We do not intend to limit investment by benefit plan investors in us because we anticipate that we will qualify as an “operating company”. If the Department of Labor were to take the position that we are not an operating company and we had significant investment by benefit plans, then we may become subject to the regulatory restrictions of ERISA which would likely have a material adverse effect on our business and the value of our common stock.
Plan fiduciaries contemplating a purchase of Offered Shares should consult with their own counsel regarding the consequences under ERISA and the Code in light of the serious penalties imposed on persons who engage in prohibited transactions or other violations.
______________________________________________________________________________
ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY OUR BOARD OF DIRECTORS OR ANY OTHER PARTY RELATED TO US THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN US IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN.
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35
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Frank J. Hariton, Attorney-at-Law, 1065 Dobbs Ferry Road, White Plains, NY 10607.
The financial statements of Nursori as of June 30, 2017 and for the fiscal period then ended included in this offering circular have been audited by independent registered public accountants and have been so included in reliance upon the report of Thayer O’Neal Company, LLC given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement.
Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.
36
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Contents | Page(s) |
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F-2 | |
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Balance Sheet at June 30, 2017 | F-3 |
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Statement of Operations for the Period Ended June 30, 2017 | F-4 |
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Statement of Stockholders’ Deficit for the Period Ended June 30, 2017 | F-5 |
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Statement of Cash Flows for the Period Ended June 30, 2017 | F-6 |
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Notes to the Financial Statements | F-7 |
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F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Nursori, Inc.
Omaha, Nebraska
We have audited the accompanying balance sheet of Nursori, Inc. as of June 30, 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the period from inception (June 1, 2017) through June 30, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2017, and the results of its operations and its cash flows for the period from inception (June 1, 2017) through June 30, 2017, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Thayer O’Neal Company, LLC
Thayer O’Neal Company, LLC
Houston, Texas
August 15, 2017
F-2
NURSORI, INC.
BALANCE SHEET
June 30, 2017
ASSETS |
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Total | $ | - |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities |
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Total |
| - |
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Stockholders’ Equity: |
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Preferred stock at $0.0001 par value; 1,000,000 shares authorized, 1,000,000 issued and outstanding |
| 100 |
Common stock at $0.0001 par value; 99,000,000 shares authorized; 7,500,000 shares issued and outstanding |
| 750 |
Deficit |
| (850) |
Total |
| - |
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Total | $ | - |
See accompanying notes to the financial statements.
F-3
NURSORI, INC.
Statement of Operations
June 1, 2017 (inception) through June 30, 2017
Revenue | $ | - |
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Organization expenses |
| 850 |
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Net loss | $ | (850) |
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Net loss per common share – basic and diluted | $ | (0.00) |
Weighted average number of common shares outstanding – basic and diluted |
| 7,500,000 |
See accompanying notes to the financial statements.
F-4
NURSORI, INC.
Statement of Stockholders’ Deficit
June 1, 2017 (inception) through June 30, 2017
| Preferred Shares | Amount | Common Shares | Amount | Accumulated Deficit | Total |
Balance, Inception | 1,000,000 | $ 100 | 7,500,000 | $ 750 | $ - | $ 850 |
Net loss | - | - | - |
| (850) | (850) |
Balance, June 30, 2017 | 1,000,000 | $ 100 | 7.500,000 | $ 750 | $ (850) | $ - |
See accompanying notes to the financial statements.
F-5
NURSORI, INC.
Statement of Cash Flows
June 1, 2017 (inception) through June 30, 2017
Operating Activities: |
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Net loss | $ | (850) |
Adjustment to reconcile net loss to net cash used in operating activities: |
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Shares of stock issued at inception |
| 850 |
Net Cash Used in Operating Activities |
| - |
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Change In Cash |
| - |
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Cash at beginning of period |
| - |
Cash at end of period | $ | - |
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Supplemental Cash Flows Information: |
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Cash Paid For: |
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Interest | $ | - |
Income taxes | $ | - |
See accompanying notes to the financial statements.
F-6
NURSORI, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
Nursori, Inc (the “Company”) was incorporated in Nevada on June 1, 2017. Its purpose is to develop products and technology to help parents create a safe environment for their babies.
Recent Developments
The Company has executed licenses with T3T, Inc., a company controlled by the Company’s founders, Jeff and Mollie Evans, giving it exclusive rights to the technologies and patents that they have developed. Under the terms of the license agreement, which become effective on August 1, 2017, the Company will pay monthly license fees of $22,475.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company has elected a fiscal year ending June 30.
For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
The Company will follow Accounting Standards Codification (ASC) 718-10,Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.
Revenue Recognition
The Company will follow ASC 605-10-S99-1 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income Taxes
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company had no material adjustments to its liabilities for unrecognized income tax benefits.
F-7
Subsequent Events
The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company is in its early stage of development and has very limited capital and financing sources. These items raise substantial doubt about the Company’s ability to continue as a going concern without the attainment of additional sources of financing or profitable operations.
In view of these matters, realization of the Company’s financial and operating objectives is dependent upon the Company’s ability to meet its financial requirements through equity financing and sales. These financial statements do not include adjustments relating to the recovery and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 4 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company’s certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its board of directors. Accordingly, the Company’s board of directors is empowered, without stockholder approval, to issue shares of preferred stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock.
At inception, the Company issued 1,000,000 shares of preferred stock to Jeff and Mollie Evans, its founders and principal officers. The preferred stock gives the holders 51% of all shareholder votes, converts share for share into common stock at the option of the holder and receives dividends if any on an equal basis with shares of common stock. The holder controls all shareholder votes.
Common Stock
Our certificate of incorporation authorizes the issuance of 99,000,000 shares of common stock with a par value of $.0001 per share. At inception, 7,500,000 shares of common stock were issued in exchange for the business plan and rights underlying the technology needed for the plan. All issued shares were recorded at par since there was no trading market for the shares.
NOTE 5 - SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date of June 30, 2017 through August 15, 2017, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded other than those described under Recent Developments in Note 1.
F-8
PART 3
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| Articles of Incorporation | |
2.2 |
| By-Laws |
6.1 |
| License Agreement with T3T, Inc. |
11.1 |
| Consent of Thayer O’Neal Company, LLC |
11.2 |
| Consent of Frank J. Hariton, Attorney-at-Law (included in Exhibit 12.1) |
12.1 |
| Opinion of Frank J. Hariton, Attorney-at-Law |
15.1 |
| Code of Ethics |
SIGNATURES
Pursuant to the requirements of Regulation A, the registrant has duly caused this Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on October 2, 2017.
NURSORI, INC.
By:/s/ Jeff Evans
Jeff Evans
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff Evans as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 1-A offering statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Regulation A, this Form 1-A has been signed by the following persons in the capacities indicated on October 2, 2017:
Name | Title |
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/s/ Jeff Evans | Chairman and CEO |
Jeff Evans |
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/s/ Mollie Evans | President and Director |
Mollie Evans |
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