UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
ProIndia International, Inc.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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filing fee is calculated and state how it was determined)
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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ProIndia International, Inc.
(a Delaware Corporation)
INFORMATION STATEMENT
Date first mailed to Stockholders:
October 7, 2010
Level 8
580 St Kilda Road
Melbourne Victoria 3004
Australia
(Principle executive offices of the Company)
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
PROINDIA INTERNATIONAL, INC.
PO Box 6315 St Kilda Road Central
Melbourne Victoria 8008 Australia
Tel +(613) 8532 2800
Fax +(613) 8532 2805
Email proindiainfo@axisc.com.au
Website www.proindiaenergy.com
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to Stockholders of ProIndia
International, Inc., a Delaware corporation ("ProIndia" or the "Company"),
pursuant to the requirements of Regulation 14C under the Securities Exchange Act
1934, as amended, in connection with an Action by Written Consent, dated
September 2, 2010, of the Stockholders of the Company in lieu of a General
Meeting of Stockholders of the Company (the "Written Consent"). A copy of the
Written Consent is attached as Exhibit "A" to this Information Statement.
Management of the Company is utilising the Written Consent in order to
reduce the expenses and demands on the Company's executives' time necessitated
by the holding of a meeting of stockholders, since the only business of such a
meeting would be the election of directors and change of name to "Electrum
International, Inc.", and the Company's principal stockholder, which owns 95.83%
of the issued and outstanding shares of the Company's $.0001 par value common
stock (the "Common Stock") has indicated that it will vote for the election of
directors and change of name to "Electrum International, Inc.", thereby ensuring
the approval of such resolutions. See "Vote Required"; and "Other Information
Regarding the Company - Security Ownership of Certain Beneficial Owners and
Management". The Company has received an executed Written Consent from its
principal stockholder which shall be effective 21 days from the date this
Information Statement is first mailed to Stockholders. See "Matters Set Forth in
the Written Consent".
Stockholders of record at the close of business on September 30, 2010 are
being furnished copies of this Information Statement. The principal executive
offices of the Company are located at Level 8, 580 St Kilda Road Melbourne,
Victoria, 3004, Australia, and the Company's telephone number is 011 613 8532
2800.
MATTERS SET FORTH IN THE WRITTEN CONSENT
The Written Consent contains a resolution approving the appointment of
Joseph Isaac Gutnick and Craig Anthony Michael as directors of the company. The
Company's principal stockholder, Power Developments Pty Ltd., which owns
165,600,000 shares of common stock, representing 95.83% of the currently issued
and outstanding shares of Common Stock, has executed the Written Consent,
thereby ensuring the approval of the election of directors and change of name to
"Electrum International, Inc.". See "Other Information Regarding The Company -
Security Ownership of Certain Beneficial Owners and Management."
VOTE REQUIRED
Counterpart copies of the Written Consent evidencing a majority of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the earliest dated counterpart copy of the Written Consent received by
the Company in order to effectuate the matters set forth therein. As of
September 2, 2010 (date of Written Consent), 172,800,00 shares of Common Stock
were issued and outstanding, thus, Stockholders representing no less than
86,400,000 shares of Common Stock were required to execute the Written Consent
to effect the matters set forth therein. As discussed under "Matters Set Forth
in the Written Consent" the Company's principal stockholder, which owns
approximately 165,600,000 shares of Common Stock, or 95.83% of the outstanding
Common Stock, has executed the Written Consent, thereby ensuring the approval of
the re-election of the directors. MANAGEMENT IS NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY.
1
ELECTION OF DIRECTORS
General
Our By-laws provide that the number of Directors of the Company initially
shall be one and that the number of directors which shall thereafter constitute
the whole Board shall be determined by the Board of Directors. The Board has
determined that the number of Directors constituting the whole Board shall be
two.
Directors need not be stockholders of the Company or residents of the State
of Delaware. Directors are elected for an annual term and generally hold office
until the next Directors have been duly elected and qualified. Directors may
receive compensation for their services as determined by the Board of Directors.
A vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect Directors.
Our Board of Directors currently has two members who hold office for a
period of one year.
Director nominees
The following are management's director nominees:
Name Director Since
Joseph Isaac Gutnick December 2008
Craig Anthony Michael May 2010
Directors and executive officers
The following table lists our directors and executive officers.
Name Age Position(s) Currently Held with the Company
Joseph Gutnick 58 Chairman of the Board, President, Chief Executive Officer
and Director
Craig Michael 32 Vice President and Director
Peter Lee 53 Secretary and Chief Financial Officer
Director Qualifications
The following paragraphs provide information as of the date of this report
about each director as well as about each executive officer. The information
presented includes information each director has given us about his age, all
positions he holds, his principal occupation and business experience for the
past five years, and the names of other publicly-held companies of which he
currently serves as a director or has served as a director during the past five
years. In addition to the information presented below regarding each director's
specific experience, qualifications, attributes and skills that led our Board to
the conclusion that he should serve as a director, we also believe that all of
our directors have demonstrated an ability to exercise sound judgment, as well
as a commitment of service to the Company and our Board.
Joseph Gutnick
Mr. Gutnick has been President and Chief Executive Officer since December
2008. He has been a Director of numerous public listed companies in Australia
specialising in the mining sector since 1980 and is currently President and CEO
of Legend International Holdings Inc. (since 2004) and Golden River Resources
Corporation (for more than 10 years), and Aurum Inc. (since July 2009) US
corporations listed on the OTC market and President CEO of Northern Capital
Resources Corporation and Yahalom International Resources Corporation, US
corporations and Executive Chairman and Managing Director of Quantum Resources
Limited, North Australian Diamonds Ltd and Top End Uranium Limited, Australian
listed public companies. He has previously been a Director of Hawthorn Resources
Limited, Astro Diamond Mines NL, Acadian Mining Corporation and Royal Roads
Corporation in the last five years. Mr. Gutnick was previously a Director of the
World Gold Council. He is a Fellow of the Australasian Institute of Mining &
Metallurgy and the Australian Institute of Management and a Member of the
Australian Institute of Company Directors.
2
Mr. Gutnick's experience in founding and serving as the chiefexecutive
officer and chairman of a number of public companies will provide our Board with
valuable executive leadership and management experience.
Craig Michael
Mr. Michael has been a director of the Company since January 2010. He is
currently a Director of North Australian Diamonds Limited, Top End Uranium Ltd
and Aurum, Inc. (since 2010). Mr. Michael has been Executive General Manager of
Legend International Holdings, Inc. since 2007. His previous work was with
Oxiana Ltd, an international mining company with operations in South East Asia
and Australia. From 2004 to 2007, Mr. Michael was based in Laos in senior
management positions as a Supervisor/Trainer, both as a Mine Geologist and
Resource Geologist at the Sepon Copper Gold Project, Savannahkhet Province, Lao
PDR. In conjunction with training the national geologic staff in all mining and
resource geology functions, Mr. Michael also conducted resource estimates for
public reporting and was responsible for the geological interpretation of the
Khanong copper-gold deposit, and the surrounding oxide and primary gold
deposits.
Mr. Michael's experience in working on complex mining projects in South
East Asian and Australia will provide our Board with a valuable perspective on
conducting business in foreign jurisdictions.
Peter Lee
Mr. Lee has been Chief Financial Officer and Principal Accounting Officer
since December 2008. Mr. Lee is a Member of the Institute of Chartered
Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a
Member of the Australian Institute of Company Directors and holds a Bachelor of
Business (Accounting) from Royal Melbourne Institute of Technology. He has over
25 years commercial experience and is currently CFO and Secretary of Legend
International Holdings Inc. (since 2005), Golden River Resources Corporation
(for more than 10 years) and Aurum Inc. (since July 2009), US corporations
listed on the OTC market, Northern Capital Resources Corporation and Yahalom
International Resources Corporation, and Company Secretary of Quantum Resources
Limited, North Australian Diamonds Ltd and Top End Uranium Limited, Australian
listed public companies. Mr. Lee is also a director of Acadian Mining
Corporation (ADA:TSX).
Mr. Gutnick was formerly the Chairman of the Board, and Mr. Lee was
formerly Company Secretary of Centaur Mining & Exploration Ltd., an Australian
corporation, which commenced an insolvency proceeding in Australia in March
2001.
The Company's directors have been appointed for a one-year term which
expires in September 2011.
Directors need not be stockholders of the company or residents of the State
of Delaware. Directors are elected for an annual term and generally hold office
until the next Directors have been duly elected and qualified. Directors may
receive compensation for their services as determined by the Board of Directors.
A vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect Directors.
Board Leadership Structure and Risk Oversight
The office of the Chairman of the Board and Chief Executive Officer
currently are held by the same individual. The Company believes that the
combined role is more efficient for a smaller company with limited operations.
Also, the Company's Board of Directors sets the Company's strategy and goals so
the Chairman of the Board must be an integral part of that process, and he can
provide strategic guidance to the Board by virtue of his role as Chief Executive
Officer.
3
The Company's Board is responsible for monitoring and assessing the
Company's risks, which include risks associated with operations, financing and
capital investments.
Board, Audit Committee and Remuneration Committee Meetings
Our Board of Directors consists of two directors', one of which was
appointed in May 2010. During fiscal 2009, our Board of Directors did not meet.
The Board of Directors also uses resolutions in writing to deal with certain
matters, and during fiscal 2009, eight resolutions in writing were signed by all
Directors.
We do not have a nominating committee. Historically our entire Board has
selected nominees for election as directors. The Board believes this process has
worked well thus far particularly since it has been the Board's practice to
require unanimity of Board members with respect to the selection of director
nominees. In determining whether to elect a director or to nominate any person
for election by our stockholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each vacancy. Candidates may come to the attention of the Board through a
variety of sources, including from current members of the Board, stockholders,
or other persons. The Board of Directors has not yet had the occasion to, but
will, consider properly submitted proposed nominations by stockholders who are
not directors, officers, or employees of ProIndia International, Inc. on the
same basis as candidates proposed by any other person. We do not have a policy
with respect to the use of diversity as a criteria for Board membership and do
not consider diversity in the selection of our Directors.
Audit Committee
At December 31, 2009, the Company had not formed an audit committee or
adopted an audit committee charter. In lieu of an audit committee, the Company's
board of directors assumes the responsibilities that would normally be those of
an audit committee. Given the limited scope of the Company's operations to date,
the Board of Directors does not at present have a director that would qualify as
an audit committee financial expert under the applicable federal securities law
regulations.
Remuneration Committee
At December 31, 2009, the Company had not formed a remuneration committee
or adopted a remuneration committee charter. In lieu of an remuneration
committee, the Company's board of directors assumes the responsibilities that
would normally be those of an remuneration committee.
Code of Ethics
We have adopted a Code of Conduct and Ethics and it applies to all
Directors, Officers and employees. A copy of the Code of Conduct and Ethics is
on our website at www.proindiaenergy.com. We will provide a copy of the Code of
Conduct and Ethics any person without charge. If you require a copy, contact us
by facsimile or email and we will send you a copy.
Report of the Board on Financial Statements
We do not have an Audit Committee - the Board of Directors deals with
matters normally dealt with by the Audit Committee.
Management is responsible for ProIndia's financial reporting process,
including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. ProIndia' independent auditors are responsible for
auditing those financial statements.
In performing our oversight duties we rely on management's representation
that the financial statements have been prepared with integrity and objectivity
and in conformity with accounting principles generally accepted in the United
States. We also rely on the representations of the independent auditors included
in their report on ProIndia's financial statements.
4
Our oversight does not provide us with an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or policies, or appropriate internal controls and procedures.
Furthermore, our contacts with management and the independent auditors do not
assure that:
- ProIndia's financial statements are presented in accordance with
generally accepted accounting principles,
- the audit of ProIndia's financial statements has been carried out in
accordance with generally accepted auditing standards or
- ProIndia's independent accountants are in fact "independent."
In connection with the inclusion of the audited financial statements in
ProIndia's annual report on Form 10-K for the fiscal year ended December 31,
2009 ("fiscal 2009"), the Board of Directors:
- reviewed and discussed the audited financial statements with
management,
- discussed with our independent auditors the materials required to be
discussed by SAS 61,
- reviewed the written disclosures and the letter from our independent
auditors required by Independent Standards Board Standard No. 1 and
discussed with our independent auditors their independence, and
- based on the foregoing review and discussion, recommended to the
Board of Directors that the audited financial statements be included
in ProIndia's fiscal 2009 annual report on Form 10-K.
Mr. Joseph Gutnick
Mr. Craig Michael
Stockholder Communications with the Board
Stockholders who wish to communicate with the Board of Directors should
send their communications to the Chairman of the Board at the address listed
below. The Chairman of the Board is responsible for forwarding communications
to the appropriate Board members.
Mr. Joseph Gutnick
ProIndia International, Inc.
PO Box 6315 St. Kilda Road
Central Melbourne, Victoria 8008 Australia
Annual Meeting Attendance
The Company encourages all Directors to attend the annual meeting of
stockholders either in person or by telephone.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our
Directors, executive officers and beneficial owners of more than 10% of the
outstanding common stock are required to file reports with the Securities and
Exchange Commission concerning their ownership of and transactions in our common
stock and are also required to provide to us copies of such reports. Based
solely on such reports and related information furnished to us, we believe that
in fiscal 2009 all such filing requirements were complied with in a timely
manner by all Directors and executive officers, except that Mr. Lee and Mr.
Michael filed Form 3's after the due dates for such forms.
5
Executive Compensation.
Summary Compensation Table
The following table sets forth the annual salary, bonuses and all other
compensation awards and pay outs on account of our Chief Executive Officer for
services rendered to us during the fiscal year ended December 31, 2009 and 2008.
No other executive officer received more than US$100,000 per annum during this
period.
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Name and Year Salary Bonus Stock Option Non-Equity Change in All Other Total
Principal Position Awards Awards Incentive Pension Compensation
Plan Value and
Compensation Nonqualified
Deferred
Compensation
Earnings
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Joseph Gutnick, 2009 $2,500 - - - - - - $2,500
Chairman of the
Board, President
and CEO (1)
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Edward T Famer, 2008 $ - - - - - - - $ -
Director and
CEO (2)
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1. Joseph Gutnick appointed December 28, 2008.
2. Edward Farmer appointed November 12, 2007 and resigned December 28, 2008.
We have a policy that we will not enter into any transaction with an
officer, Director or affiliate of the Company or any member of their families
unless the terms of the transaction are no less favourable to us than the terms
available from non-affiliated third parties or are otherwise deemed to be fair
to the Company at the time authorised.
Outstanding Equity Awards at Fiscal Year-End
None.
Principal Officers Contracts
The principal officers do not have any employment contracts.
Compensation of Directors
The Company's directors did not receive any compensation during fiscal 2009.
It is our policy to reimburse Directors for reasonable travel and lodging
expenses incurred in attending Board of Directors meetings.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The following table sets forth certain information regarding the beneficial
ownership of our common stock by each person or entity known by us to be the
beneficial owner of more than 5% of the outstanding shares of common stock, each
of our directors and named executive officers, and all of our directors and
executive officers as a group as of September 2, 2010.
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Title of Name and Address Amount and nature of Percentage
Class of Beneficial Owner* Beneficial Owner of class (1)
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Shares of common stock Joseph Gutnick 165,600,000 (2) 95.83
Shares of common stock Craig Michael - -
Shares of common stock Peter Lee - -
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All officers and Directors 165,600,000 95.83
as a group
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* Unless otherwise indicated, the address of each person is c/o ProIndia
International, Inc., Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004
Australia
6
Notes:
(1) Based on 172,800,000 shares outstanding as of September 2, 2010.
(2) Includes 165,600,000 shares owned by Power Developments Pty Ltd, of
which Mr Joseph Gutnick is the sole Director and stockholder.
Certain Relationships and Related Transactions
We are one of eight affiliated companies under common management. Each of
the companies has some common Directors, officers and shareholders. In addition,
each of the companies is substantially dependent upon AXIS for its senior
management and administration staff. It is the intention of the affiliated
companies and respective Boards of Directors that any arrangements or
transactions between the companies should accommodate the respective interest of
the relevant affiliated companies in a manner which is fair to all parties and
equitable to the shareholders of each. Currently, there are no material
arrangements or planned transactions between the Company and any of the other
affiliated companies other than AXIS.
AXIS is paid by each company for the costs incurred by it in carrying out
the administration function for each such company. Pursuant to the Service
Agreement, AXIS performs such functions as payroll, maintaining employee records
required by law and by usual accounting procedures, providing insurance, legal,
human resources, company secretarial, land management, certain exploration and
mining support, financial, accounting advice and services. AXIS procures items
of equipment necessary in the conduct of the business of the Company. AXIS also
provides for the Company various services, including but not limited to the
making available of office supplies, office facilities and any other services as
may be required from time to time by the Company as and when requested by the
Company.
We are required to reimburse AXIS for any direct costs incurred by AXIS for
the Company. In addition, we are required to pay a proportion of AXIS's overhead
cost based on AXIS's management estimate of our utilisation of the facilities
and activities of AXIS plus a service fee of not more than 15% of the direct and
overhead costs. Amounts invoiced by AXIS are required to be paid by us. We are
also not permitted to obtain from sources other than AXIS, and we are not
permitted to perform or provide ourselves, the services contemplated by the
Service Agreement, unless we first requests AXIS to provide the service and AXIS
fails to provide the service within one month.
The Service Agreement may be terminated by AXIS or ourselves upon 60 days
prior notice. If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS. There can be no assurance
that we could independently provide or find a third party to provide these
services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us. Our inability to provide such services or to find a third party to provide
such services may have a material adverse effect on our operations.
In accordance with the Service Agreement, AXIS provides the Company with
the services of our Chief Executive Officer, Chief Financial Officer and
clerical employees, as well as office facilities, equipment, administrative and
clerical services. We pay AXIS for the actual costs of such facilities plus a
maximum service fee of 15%.
Transactions with Management.
We have a written policy that we will not enter into any transaction with
an Officer, Director or affiliate of us or any member of their families unless
the transaction is approved by a majority of our disinterested non-employee
Directors and the disinterested majority determines that the terms of the
transaction are no less favourable to us than the terms available from
non-affiliated third parties or are otherwise deemed to be fair to us at the
time authorised.
7
Principal Accounting Fees and Services
The following table shows the audit fees that were billed or are expected
to be billed by PKF and Moore for fiscal 2009 and 2008.
PKF PKF Moore
---- ---- -----
2009 2008 2008
---- ---- -----
Audit fees $33,915 $15,000 $4,500
Audit related fees - - -
Tax fees 5,500 6,365 -
-------------------------------
Total $39,415 $21,365 $4,500
===============================
Audit fees were for the audit of our annual financial statements, review of
financial statements included in our 10-Q quarterly reports, and services that
are normally provided by independent auditors in connection with our other
filings with the SEC. This category also includes advice on accounting matters
that arose during, or as a result of, the audit or review of our interim
financial statements.
Tax fees relate to the preparation of the Company's income tax returns and
other tax compliance filings.
CHANGE OF NAME
The Company proposes to amend its Certificate of Incorporation to change
its name from ProIndia International, Inc. to Electrum International, Inc. The
primary reasons for the proposed name change are to better clarify the identity
of the Company and to reflect the fact that the Company does not intend to limit
the area of its operations to India. The change of name has no effect on the
activities of the Company.
The Board of Directors will retain the discretion when to effect the name
change.
A copy of the proposed amendment to the Certificate of Incorporation is
attached as Exhibit B to this Information Statement.
By order of the Board of Directors,
/s/ Peter Lee
Peter J Lee
Secretary
September 22, 2010
8
EXHIBIT A
PROINDIA INTERNATIONAL, INC.
NOTICE PURSUANT TO SECTION 228 OF THE GENERAL
CORPORATION LAW
To: All Stockholders
1. PLEASE TAKE NOTE THAT Stockholders owning at least a majority of the
outstanding stock of ProIndia International, Inc. by written consent
with a meeting dated September 2, 2010 have duly adopted the following
resolution:
"a resolution appointing Joseph Isaac Gutnick and Craig Anthony Michael
as Directors of the Corporation for a period of twelve months".
"a resolution changing the name of the Corporation to Electrum
International, Inc.".
/s/ Peter Lee
PETER LEE
Secretary
9
Exhibit B
---------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
PROINDIA INTERNATIONAL, INC.
(Under section 242 of the General Corporation Law)
ProIndia International, Inc., a corporation organized and existing under
the General Corporations Law of the State of Delaware (the "Corporation"), does
hereby certify that:
FIRST: The name of the Corporation is ProIndia International, Inc.
SECOND: The Certificate of Incorporation is hereby amended by striking out
Article "FIRST" thereof and by substituting in lieu of said Article the
following provisions:
"FIRST: The name of the Corporation (the "Corporation") is
----- Electrum International, Inc."
THIRD: The Amendment to the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provision of Section 228 and 242 of
the General Corporations Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this certificate of
Amendment as of this 22nd day of September, 2010.
/s/ Peter Lee
----------------------------------
Peter J Lee
Secretary
10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K
---------------
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2009
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the transition period from: _____________ to _____________
Commission File Number 000-53735
PROINDIA INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
---------------
Delaware 27-0267587
-------------------------------- ------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
(Address of principal executive offices) (Zip Code)
001 (613) 8532 2800
(Registrant's telephone number, including area code)
We Sell For U Corp.
(Former name or former address, if changed since last report)
---------------
Securities registered pursuant to Section 12(b) of the Act: None
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act: None
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [x] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [x] No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[x] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
[ ] Yes [x] No
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
The aggregate market value based on the average bid and asked price on the
over-the-counter market of the registrant's common stock ("Common Stock") held
by non-affiliates of the Company was $1,440,000 as at June 30, 2009.
There were 172,800,000 outstanding shares of Common Stock as of March 24, 2010.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
_____________________
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================================================================================
INDEX
PART I
Item 1. Business 1
Item 1A. Risk Factors 3
Item 1B. Unresolved Staff Comments 6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. (Removed and Reserved)
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 14
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 15
Item 9A. Controls and Procedures 16
Item 9B. Other Information 17
PART III
Item 10. Directors, Executive Officers and Corporate Governance 18
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 22
Item 13. Certain Relationships and Related Transactions, and Director
Independence 22
Item 14. Principal Accounting Fees and Services 23
PART IV
Item 15. Exhibits, Financial Statement Schedules 24
SIGNATURES
i
PART I
Information Regarding Forward Looking Statements
This report and other reports, as well as other written and oral statements
made or released by us, may contain forward looking statements. Forward looking
statements are statements that describe, or that are based on, our current
expectations, estimates, projections and beliefs. Forward looking statements are
based on assumptions made by us, and on information currently available to us.
Forward-looking statements describe our expectations today of what we believe is
most likely to occur or may be reasonably achievable in the future, but such
statements do not predict or assure any future occurrence and may turn out to be
wrong. You can identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. The words "believe,"
"anticipate," "intend," "expect," "estimate," "project", "predict", "hope",
"should", "may", and "will", other words and expressions that have similar
meanings, and variations of such words and expressions, among others, usually
are intended to help identify forward-looking statements.
Forward-looking statements are subject to both known and unknown risks and
uncertainties and can be affected by inaccurate assumptions we might make.
Risks, uncertainties and inaccurate assumptions could cause actual results to
differ materially from historical results or those currently anticipated.
Consequently, no forward-looking statement can be guaranteed. The potential
risks and uncertainties that could affect forward looking statements include,
but are not limited to:
- the risks of development stage projects,
- political risks of development in foreign countries,
- risks associated with environmental and other regulatory matters,
- the volatility of energy and commodity prices,
- movements in foreign exchange rates,
- increased competition, governmental regulation,
- performance of information systems,
- ability of the Company to hire, train and retain qualified employees,
and
- our ability to enter into key project development and supply
agreements and the performance of contract counterparties.
In addition, other risks, uncertainties, assumptions, and factors that
could affect the Company's results and prospects are described in this report,
including under the heading "Risk Factors" and elsewhere and may further be
described in the Company's prior and future filings with the Securities and
Exchange Commission and other written and oral statements made or released by
the Company.
We caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date of this document. The information
contained in this report is current only as of its date, and we assume no
obligation to update any forward-looking statements.
Item 1 Business
Description Of Business
Introduction
ProIndia International, Inc. ("ProIndia" or the "Company", "we," "our" or
"us") is a Delaware corporation that was originally incorporated in Florida as
We Sell for U Corp. ("We Sell for U") on November 12, 2007. The principal
stockholder of ProIndia is Power Developments Pty Ltd., an Australian
corporation ("Power"), an entity majority owned by the Company's president,
which owned 95.83% of ProIndia as of December 31, 2009.
1
ProIndia was originally established with the intention to develop and
provide service offerings to facilitate auctions on eBay for individuals and
companies who lack the eBay expertise and/or time to list/sell and ship items
they wish to sell. Our intent was to partner with local/regional/nationally
known "Brick and Mortar "retail and service establishments. These establishments
would directly benefit from an additional profit center and with increased store
traffic and creation of customers.
In December 2008, Power acquired an 96% interest in ProIndia from Edward T.
Farmer and certain other stockholders. Mr. Farmer resigned as Sole Director and
Officer of ProIndia, Joseph Gutnick was appointed President, Chief Executive
Officer and a Director and Peter Lee was appointed Chief Financial Officer and
Secretary. Commencing in fiscal 2009, ProIndia has decided to focus its business
on energy opportunities.
Recent Developments
On January 29, 2009 the Company's Board of Directors declared a 6-for-1
stock split in the form of a stock dividend that was payable in February 2009 to
stockholders of record as of February 14, 2009. An aggregate of 72,000,000
shares of common stock were issued in connection with this dividend.
The Company has accounted for this bonus issue as a stock split and
accordingly, all share and per share data has been retroactively restated.
Effective March 23, 2009 ProIndia entered into an agreement with the Indian
Farmers Fertiliser Cooperative ("IFFCO") to explore the commercial viability of
generating and/or distributing alternate energy, or other viable products, to
the Indian market.
On March 31, 2009, the Company's Board of Directors declared a 2-for-1
stock split in the form of a stock dividend that was payable in August 2009 to
stockholders of record as of August 12, 2009. The Company has accounted for this
bonus issue as a stock split and accordingly, all share and per share data has
been retroactively restated. An aggregate of 86,400,000 shares of common stock
were issued in connection with this dividend.
Effective on August 12, 2009, We Sell For U Corp. completed the
reincorporation from a Florida corporation to a Delaware corporation through a
merger with and into its wholly-owned subsidiary, ProIndia International, Inc.
Each issued and outstanding share of common stock, par value $0.0001 per share,
of We Sell For U Corp., a Florida-incorporated company, was automatically
converted into one issued and outstanding share of common stock, par value
$0.0001 per share, of ProIndia International, Inc, a Delaware-incorporated
company. The number of authorized shares of capital stock was increased to five
hundred twenty million (520,000,000) shares, of which five hundred million
(500,000,000) shares shall be Common Stock and twenty million (20,000,000)
shares shall be Preferred Stock, each with a par value of $.0001 per share. For
purposes of the Company's reporting status with the Securities and Exchange
Commission, ProIndia is deemed a successor to We Sell for U.
Description of Current Business Plans and Activities
The following is a description of the Company's current business plans and
activities.
In March 2009, the Company announced the execution of an Agreement with
IFFCO to explore the commercial viability of generating and/or distributing
alternate energy or any other viable products to the rural Indian market. Since
the announcement, the potential markets have been further refined to focus on
regional farming communities in India who have little or no access to certain
products, services or technologies relating to the farmers business or non
business needs.
2
IFFCO is India's largest farmers co-operative having around 40,000
cooperatives as its shareholders which encompass over 50 million farmers. The
cooperative is primarily engaged with the production and marketing of
fertilizers to its shareholders. IFFCO's assets, distribution network,
relationship with the Indian government and massive customer base make it well
placed to support and explore the activities outlined in the Cooperation
Agreement. IFFCO have already utilized their extensive communication and
distribution network to sell mobile phones, mechanically charged flashlights,
and general insurance to their members and are interested in exploring other
beneficial opportunities.
Under the Agreement, ProIndia and IFFCO, agree to work together in a
collaborative manner in relation to the products, services or technologies, in
partcular those in which IFFCO is not currently engaged, that may be applicable
for the rural Indian market. ProIndia shall fund the pilot studies, with IFFCO
facilitating ProIndia with the relevant government and licensing authorities.
The parties may by mutual agreement extend the range of products covered by the
Agreement. In the event the parties elect to proceed to full commercialization,
ProIndia and IFFCO shall be exclusive partners, with ProIndia having access to
IFFCO's cooperative members and distribution network.
IFFCO is India's largest farmers co-operative having around 40,000
cooperatives as its shareholders which encompass over 50 million farmers. The
cooperative is primarily engaged with the production and marketing of
fertilizers to its shareholders. IFFCO's assets, distribution network,
relationship with the Indian government and massive customer base make it well
placed to support and explore the activities outlined in the Cooperation
Agreement. IFFCO have already utilized their extensive communication and
distribution network to sell mobile phones, mechanically charged flashlights,
and general insurance to their members and are interested in exploring other
beneficial opportunities.
Since that time, ProIndia has continued to pursue this strategy and has met
with IFFCO and other parties in India and internationally to continue to refine
this strategy and resulting from this work, has formulated a business plan. As
part of the ongoing strategy and in order to advance its business plan, ProIndia
has engaged Boston Consulting Group (BCG) to assist with the development of
components of the business plan. BCG is a global management consulting firm and
one of the world's leading advisors on business strategy.
The primary aims of ProIndia are to (i) generate a significant positive
return on investment for ProIndia and its shareholders; (ii) grow ProIndia into
a successful international enterprise through a model developed between IFFCO
and ProIndia, that is self sustaining enabling the Company to explore further
opportunities within India; and (iii) significantly improve the living standards
and therefore productivity and economic development of IFFCO's member societies
and other rural Indian communities.
To achieve these aims ProIndia, currently through BCG is exploring the
development and commercialization of certain products, services or technologies
which meet the following business criteria:
1. Be highly beneficial to Indian farmers' and in particular regional
farming communities who have little or no access to these products,
services or technologies. The product, service or technology will address
a widespread critical need throughout India and significantly improve the
living standards of the target communities.
2. Be affordable and simple to operate, use or obtain in remote areas.
In accordance with the above aims and criteria, ProIndia through BCG has
identified a number of opportunities for initial investigation. These areas
cover a wide range of services, products and technologies across a broad range
of categories relating to a farmers business and non business needs. The
opportunities are being assessed under certain economic criteria and will be
refined until two or three clear opportunities have been identified.
3
Once suitable products, services or technologies have been approved in
conjunction with an appropriate business model and plan, a target community will
be selected in conjunction with IFFCO to begin a pilot study. A feasibility
study will commence to assess the viability of the chosen opportunity. This will
include assessing the financial model and funding structure, the sustainability
within the community, the marketing strategy, appropriate tariff structure,
environmental impact, social impact and the overall implementation strategy.
BCG's initial overview was completed in December 2009 and has highlighted
two clear opportunities, being Agri-Input Retailing and Farm Management, to
develop through IFFCO's massive distribution network.
Following discussion with BCG on BCG's results of the study, ProIndia has
engaged BCG to proceed to the next phase of the engagement to investigate
Agri-Input Retailing and Farm Management opportunities and to develop business
models for such opportunities. ProIndia and BCG anticipate that this phase of
the project will be completed by late 2010.
Employees
We use temporary employees in our activities. The services of our Chief
Executive Officer, Joseph Gutnick and Chief Financial Officer and Secretary,
Peter Lee, as well as clerical employees are provided to us on a part-time as
needed basis pursuant to a Service Agreement (the "Service Agreement") between
us and AXIS Consultants Pty Limited ("AXIS") effective from January 1, 2009.
AXIS also provides us with office facilities, equipment, administration and
clerical services in Melbourne Australia pursuant to the Service Agreement. The
Service Agreement may be terminated by written notice by either party.
Other than this, we rely primarily upon consultants to accomplish our
activities. We are not subject to a union labour contract or collective
bargaining agreement.
Item 1A Risk Factors
You should carefully consider each of the following risk factors and all of
the other information provided in this Annual Report before purchasing our
common stock. An investment in our common stock involves a high degree of risk,
and should be considered only by persons who can afford the loss of their entire
investment. The risks and uncertainties described below are not the only ones we
face. There may be additional risks and uncertainties that are not known to us
or that we do not consider to be material at this time. If the events described
in these risks occur, our business, financial condition and results of
operations would likely suffer. Additionally, this Annual Report contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. This section discusses the risk factors that might
cause those differences.
Risk Factors
Risks of Our Business
We Lack an Operating History And Have Losses Which We Expect To Continue Into
the Future.
To date we have no source of revenue. We have no operating history as an
energy company upon which an evaluation of our future success or failure can be
made. Our ability to achieve and maintain profitability and positive cash flow
is dependent upon:
- our ability to identify suitable energy opportunities. Effective March
23, 2009 the Company entered into an agreement with the IFFCO to explore
the commercial viability of generating and/or distributing alternate
energy to the Indian market which was completed in December 2009 and has
highlighted two clear opportunities. The Company has engaged BCG to
investigate these opportunities and to develop business models for such
opportunities.
4
- our ability to raise sufficient capital to turn such opportunities into
economically viable business units
There can be no assurance that we will be able to identify profitable business
opportunities in the alternate energy field or, if we do, that we will be able
to obtain sufficient financing to develop such opportunities.
We may engage in acquisitions, strategic investments, strategic partnerships or
alliances or other ventures that may or may not be successful.
We may acquire or make strategic investments in businesses, technologies,
services or products, or enter into strategic partnerships or alliances with
third parties in order to enhance our business. It is possible that we may not
be able to identify suitable acquisitions targets and candidates for strategic
investments or partnerships, or if we do identify such targets or candidates, we
may not be able to complete those transactions on terms commercially acceptable
to us, or at all. The inability to identify suitable acquisition targets or
investments or the inability to complete such transactions may affect our
competitiveness and our growth prospects.
We may make strategic investments in early-stage technology start-up companies
in order to gain experience in or exploit niche technologies. However, our
investments may not be successful. The lack of profitability of any of our
investments could have a material adverse effect on our operating results
World Economic Conditions Could Adversely Affect Our Results of Operations and
Financial Condition
In 2008 and 2009, world economic conditions have experienced a downturn due
to the sequential effects of the subprime lending crisis, general credit market
crisis, the general unavailability of financing, collateral effects on the
finance and banking industries, volatile energy and commodity costs, concerns
about inflation, slower economic activity, decreased consumer confidence,
reduced corporate profits and capital spending, adverse business conditions,
increased unemployment and liquidity concerns. These adverse conditions may make
it harder for the Company to raise additional funds to finance the development
of any business opportunity. Continued adverse economic conditions could
adversely affect our liquidity, results of operations and financial condition.
The Report Of Our Independent Registered Public Accounting Firm Contains An
Explanatory Paragraph Questioning Our Ability To Continue As A Going Concern.
The report of our independent registered public accounting firm on our
financial statements as of December 31, 2009 and 2008, and for the years ended
December 31, 2009 and 2008 and the period from inception, November 12, 2007
through December 31, 2009, includes an explanatory paragraph questioning our
ability to continue as a going concern. This paragraph indicates that we, have
not yet commenced revenue producing operations, have incurred net losses from
inception, and have an accumulated (deficit) of $498,356 which conditions raise
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
We Are A Small Operation And Do Not Have Significant Capital.
Because we will have limited working capital, we must limit our activities.
If we are unable to raise the capital required to undertake adequate activities,
including identifying suitable energy opportunities, we may miss opportunities
to establish or acquire suitable economically viable business units.. If we do
not find suitable economically viable business units, we may be forced to cease
operations and you may lose your entire investment.
5
If Our Officers And Directors Stopped Working For Us, We Would Be Adversely
Impacted.
None of our officers or directors works for us on a full-time basis. There
are no proposals or definitive arrangements to compensate our officers and
directors or to engage them on a full-time basis. They each rely on other
business activities to support themselves. They each have a conflict of interest
in that they are officers and directors of other companies. You must rely on
their skills and experience in order for us to reach our objective. We have no
employment agreements or key man life insurance policy on any of them. The loss
of some or all of these officers and directors could adversely affect our
ability to carry on business and could cause you to lose part or all of your
investment.
We Are Substantially Dependent Upon AXIS To Carry Out Our Activities
We are substantially dependent upon AXIS for our senior management,
financial and accounting, corporate legal and other corporate headquarters
functions. For example, each of our officers is employed by AXIS and, as such,
is required by AXIS to devote substantial amounts of time to the business and
affairs of the other shareholders of AXIS.
Pursuant to a services agreement, AXIS provides us with office facilities,
administrative personnel and services, management and geological staff and
services. No fixed fee is set in the agreement and we are required to reimburse
AXIS for any direct costs incurred by AXIS for us. In addition, we pay a
proportion of AXIS indirect costs based on a measure of our utilization of the
facilities and activities of AXIS plus a service fee of not more than 15% of
the direct and indirect costs. AXIS has not charged a service fee for this
fiscal year. This service agreement may be terminated by us or AXIS on 60 days'
notice. See "Certain Relationships and Related Party Transactions."
Future Sales of Common Stock Could Depress The Price Of Our Common Stock
Future sales of substantial amounts of common stock pursuant to Rule 144
under the Securities Act of 1933 or otherwise by certain stockholders could have
a material adverse impact on the market price for the common stock at the time.
As at March 24, 2010 there were 165,600,000 outstanding shares of common stock
which are deemed "restricted securities" as defined by Rule 144 under the
Securities Act or control securities. Under certain circumstances, these shares
may be sold without registration pursuant to the provisions of Rule 144
following the expiration of one year after the Company ceases to be a shell
company. In general, under rule 144, a person (or persons whose shares are
aggregated) who has satisfied a six-month holding period and who is not an
affiliate of the Company may sell restricted securities without limitation as
long as the Company is current in its SEC reports. A person who is an affiliate
of the Company may sell within any three-month period a number of restricted
securities and/or control securities which does not exceed the greater of one
(1%) percent of the shares outstanding or the average weekly trading volume
during the four calendar weeks preceding the notice of sale required by Rule
144. In addition, Rule 144 permits, under certain circumstances, the sale of
restricted securities by a non-affiliate without any limitations after a
one-year holding period. Any sales of shares by stockholders pursuant to Rule
144 may have a depressive effect on the price of our Common stock.
Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of
The Full Value Of Their Shares
Our common stock is quoted via the Over The Counter Bulletin Board (OTCBB).
As such, our common stock may have fewer market makers, lower trading volumes
and larger spreads between bid and asked prices than securities listed on an
exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These
factors may result in higher price volatility and less market liquidity for the
common stock.
6
A Low Market Price May Severely Limit The Potential Market For Our Common Stock
Our common stock is currently trading at a price substantially below $5.00
per share, subjecting trading in the stock to certain SEC rules requiring
additional disclosures by broker-dealers. These rules generally apply to any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stock. The additional burdens imposed upon broker-dealers by such requirements
could discourage broker-dealers from effecting transactions in our common stock.
Item 1B Unresolved Staff Comments
As of December 31, 2009, we do not have any Securities and Exchange
Commission staff comments that have been unresolved for more than 180 days.
Item 2 Properties
The Company occupies certain executive and office facilities in Melbourne,
Victoria, Australia which are provided to it pursuant to the Service Agreement
with AXIS. See "Item 1- Business- Employees" and "Item 12- Certain Relationships
and Related Transactions". The Company believes that its administrative space
is adequate for its current needs.
Item 3 Legal Proceedings
There are no pending legal proceedings to which the Company is a party, or
to which any of its property is the subject, which the Company considers
material.
7
PART II
Item 4 (Removed and Reserved)
Item 5 Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock is traded in the over-the-counter market and quoted on the
OTC-Bulletin Board under the symbol "PNDI", which became effective on August 31,
2009. It was previously traded in the over-the-counter market and quoted on the
OTC-Bulletin Board under the symbol "WSFU".
The following table sets out the high and low bid information for the
common stock as reported by the OTC Bulletin Board for each period/quarter
indicated in US$:
Calendar Period High Bid(1) Low Bid(1)
--------------- ----------
2009
----
First Quarter 0.63 0.08
Second Quarter 0.40 0.40
Third Quarter 0.40 0.20
Fourth Quarter 0.80 0.80
(1) The quotations set out herein reflect inter-dealer prices without retail
mark-up, mark-down or commission and may not necessarily reflect actual
transactions.
As of December 31, 2009 and as at March 24, 2010, there were 172,800,000
shares of common stock issued and outstanding.
Dividends
To date we have not paid any cash dividends on our common stock and we do
not expect to declare or pay any cash dividends on our common stock in the
foreseeable future. Payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
the Board of Directors.
On January 29, 2009 the Company's Board of Directors declared a 6-for-1
stock split in the form of a stock dividend that was payable in February, 2009
to stockholders of record as of February 14, 2009. An aggregate of 72,000,000
shares of common stock were issued in connection with this dividend.
On March 31, 2009, the Company's Board of Directors declared a 2-for-1
stock split in the form of a stock dividend that was payable in August, 2009 to
stockholders of record as of August 12, 2009. An aggregate of 86,400,000 shares
of common stock were issued in connection with this dividend.
Shareholders
As of December 31, 2009 the Company had approximately 11 shareholders of
record. Within the holders of record of the Company's Common Stock are
depositories such as Cede & Co., a nominee for The Depository Trust Company (or
DTC), that hold shares of stock for brokerage firms which, in turn, hold shares
of stock for one or more beneficial owners. Accordingly, the Company believes
there are many more beneficial owners of its Common Stock whose shares are held
in "street name", not in the name of the individual shareholder
8
Transfer Agent
Our United States Transfer Agent and Registrar is Continental Stock
Transfer & Trust Company.
Item 6 Selected Financial Data
Our selected financial data presented below for the years ended December
31, 2009 and December 31, 2008 and the balance sheet data at December 31, 2009
and 2008 have been derived from financial statements, which have been audited by
PKF, Certified Public Accountants, a Professional Corporation, New York, NY
(PKF). The selected financial data should be read in conjunction with our
financial statements for the year ended December 31, 2009 and 2008, and Notes
thereto, which are included elsewhere in this Annual Report.
(Statement of Operations Data)
2009 2008
Revenues $ - $ -
----------------------
- -
Costs and expenses 442,364 30,000
----------------------
Loss from operations (442,364) (30,000)
Foreign currency exchange (loss) (17,594) -
Other income (loss) 2 -
----------------------
(Loss) before income taxes (459,956) (30,000)
Provision for income taxes - -
----------------------
Net (loss) (459,956) (30,000)
----------------------
$ $
Net profit (loss) per share
per common equivalent share (0.00) (0.00)
----------------------
Weighted average number
of common equivalent shares outstanding (000's) 172,800 152,784
----------------------
Balance Sheet Data
$ $
Total assets 376 -
Total liabilities (460,332) -
----------------------
Stockholders' equity (deficit) (459,956) -
----------------------
9
Item 7. Management's Discussion and Analysis of Financial Condition or Plan
of Operation
General
The following discussion and analysis of our financial condition and plan
of operation should be read in conjunction with the Financial Statements and
accompanying notes and the other financial information appearing elsewhere in
this report. This report contains numerous forward-looking statements relating
to our business. Such forward-looking statements are identified by the use of
words such as believes, intends, expects, hopes, may, should, plan, projected,
contemplates, anticipates or similar words. Actual operating schedules, results
of operations, ore grades and mineral deposit estimates and other projections
and estimates could differ materially from those projected in the
forward-looking statements.
Overview
ProIndia International, Inc. was originally established with the intention
to develop and provide service offerings to facilitate auctions on eBay for
individuals and companies who lack the eBay expertise and/or time to list/sell
and ship items they wish to sell. Our intent was to partner with
local/regional/nationally known "Brick and Mortar "retail and service
establishments. These establishments would directly benefit from an additional
profit center and with increased store traffic and creation of customers.
In December 2008, Power Developments Pty Ltd, an Australian corporation
("Power") acquired an 96% interest in ProIndia from Edward T. Farmer and
certain other stockholders. Mr. Farmer resigned as Sole Director and Officer of
ProIndia, Joseph Gutnick was appointed President, Chief Executive Officer and a
Director and Peter Lee was appointed Chief Financial Officer and Secretary.
Commencing in fiscal 2009, ProIndia has decided to focus its business on energy
opportunities.
We have incurred net losses since our inception and may continue to incur
substantial and increasing losses for the next several years. Since inception we
have incurred accumulated (deficit) of $498,356 which was funded primarily by
advances from affiliates and by the sale of equity securities.
In March 2009, the Company announced the execution of an Agreement with
IFFCO to explore the commercial viability of generating and/or distributing
alternate energy or any other viable products to the rural Indian market. Since
the announcement, the potential markets have been further refined to focus on
regional farming communities in India who have little or no access to certain
products, services or technologies relating to the farmers business or non
business needs.
Under the Agreement, ProIndia and IFFCO, agree to work together in a
collaborative manner in relation to the products, services or technologies, in
particular those in which IFFCO is not currently engaged, that may be applicable
for the rural Indian market. ProIndia shall fund the pilot studies, with IFFCO
facilitating ProIndia with the relevant government and licensing authorities.
The parties may by mutual agreement extend the range of products covered by the
Agreement. In the event the parties elect to proceed to full commercialization,
ProIndia and IFFCO shall be exclusive partners, with ProIndia having access to
IFFCO's cooperative members and distribution network.
IFFCO is India's largest farmers co-operative having around 40,000
cooperatives as its shareholders which encompass over 50 million farmers. The
cooperative is primarily engaged with the production and marketing of
fertilizers to its shareholders. IFFCO's assets, distribution network,
relationship with the Indian government and massive customer base make it well
placed to support and explore the activities outlined in the Cooperation
Agreement. IFFCO have already utilized their extensive communication and
distribution network to sell mobile phones, mechanically charged flashlights,
and general insurance to their members and are interested in exploring other
beneficial opportunities.
10
Since that time, ProIndia has continued to pursue this strategy and has met
with IFFCO and other parties in India and internationally to continue to refine
this strategy and resulting from this work, has formulated a business plan. As
part of the ongoing strategy and in order to advance its business plan, ProIndia
has engaged Boston Consulting Group (BCG) to assist with the development of
components of the business plan.
The primary aims of ProIndia are to (i) generate a significant positive
return on investment for ProIndia and its shareholders; (ii) grow ProIndia into
a successful international enterprise through a model developed between IFFCO
and ProIndia, that is self sustaining enabling the Company to explore further
opportunities within India; and (iii) significantly improve the living standards
and therefore productivity and economic development of IFFCO's member societies
and other rural Indian communities.
To achieve these aims ProIndia, currently through BCG is exploring the
development and commercialization of certain products, services or technologies
which meet the following business criteria:
1. Be highly beneficial to Indian farmers' and in particular regional
farming communities who have little or no access to these products,
services or technologies. The product, service or technology will address
a widespread critical need throughout India and significantly improve the
living standards of the target communities.
2. Be affordable and simple to operate, use or obtain in remote areas.
In accordance with the above aims and criteria, ProIndia through BCG has
identified a number of opportunities for initial investigation. These areas
cover a wide range of services, products and technologies across a broad range
of categories relating to a farmers business and non business needs. The
opportunities are being assessed under certain economic criteria and two clear
opportunities have been identified, being Agri-Input Retailing and Farm
Management.
Once suitable products, services or technologies have been approved in
conjunction with an appropriate business model and plan, a target community will
be selected in conjunction with IFFCO to begin a pilot study. A feasibility
study will commence to assess the viability of the chosen opportunity. This will
include assessing the financial model and funding structure, the sustainability
within the community, the marketing strategy, appropriate tariff structure,
environmental impact, social impact and the overall implementation strategy.
BCG's initial overview was completed in December 2009 and has highlighted
two clear opportunities to develop through IFFCO's massive distribution network.
Following discussion with BCG on BCG's results of the study, ProIndia has
engaged BCG to proceed to the next phase of the engagement to investigate
Agri-Input Retailing and Farm Management opportunities and to develop business
models for such opportunities. ProIndia and BCG anticipate that this phase of
the project will be completed by late 2010.
Results of Operations
Year ended December 31, 2009 versus Year ended December 31, 2008
We are a development stage company and have not generated any revenues
since inception.
Total costs and expenses have increased from $30,000 for the year ended
December 31, 2008 to $442,364 for the year ended December 31, 2009. The increase
was a net result of:
11
i) An increase in legal, accounting and professional costs from $29,192 for
the year ended December 31, 2008 to $393,273 for the year ended December
31, 2009. During the year ended December 31, 2009 we incurred professional
expenses of $300,000 associated with fees for research of potential new
business opportunities; stock transfer agent fees for management of the
share register of $16,283; legal expenses of $19,553 for general legal
work; and audit fees of $57,437 for professional services in relation to
financial statements in the quarterly reports on Form 10-Q and annual
report on Form 10-K. During the year ended December 31, 2008, we incurred
professional expenses of $9,766 associated with stock transfer agent fees
for management of the share register, consulting fees and financial
advisor fees; legal expenses of $11,926 for general legal work; and audit
fees of $7,500 for professional services in relation to financial
statements, the quarterly reports on Form 10-Qs and annual report on Form
10-K.
ii) An increase in administrative expenses from $808 for the year ended
December 31, 2008 to $49,091 for the year ended December 31, 2009. During
the year ended December 31, 2009 we incurred $9,615 for lodgement of
Company filings with the SEC; $33,555 charged by Axis Consultants Pty Ltd
for salaries incurred on behalf of the Company which relate to fees paid
to the President and Chief Executive Officer, Secretary and Chief
Financial Officer and other staff of AXIS who provide services to the
Company; $2,359 for printing, stationary and postage; $3,222 for website
costs; and $340 for bank charges. During the year ended December 31, 2008
we incurred $712 for lodgement of Company filings with the SEC; and $96 of
miscellaneous costs.
Accordingly, the loss from operations increased from $30,000 for the year
ended December 31, 2008 to $442,364 for the year ended December 31, 2009.
Other income increased from $nil for the year ended December 31, 2008 to $2
for the year ended December 31, 2009 being interest received.
Foreign currency exchange loss increased from $nil for the year ended
December 31, 2008 to $17,594 for the year ended December 31, 2009.
The net loss for the year ended December 31, 2009 was $459,956 compared to
a net loss for the year ended December 31, 2008 of $30,000.
Liquidity and Capital Resources
For the fiscal year 2009, net cash used in operating activities was
$331,113 primarily consisting of amounts spent on legal, accounting and
professional expenses and administration expenses.
Financing activities in 2009 consisted of an advance of $331,489 from Axis
Consultants Pty Ltd.
The Company's ability to continue operations through fiscal 2010 is
dependent upon future funding from affiliated entities, capital raisings, or its
ability to commence revenue producing operations and positive cash flows.
The Company continues to search for additional sources of capital, as and
when needed; however, there can be no assurance funding will; be successfully
obtained. Even if it is obtained, there is no assurance that it will not be
secured on terms that are highly dilutive to existing shareholders.
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of ProIndia International, Inc. as a going concern.
However, ProIndia International, Inc. has limited assets, has not yet commenced
revenue producing operations and has sustained recurring losses since inception.
12
ProIndia has agreed with Boston Consulting Group ("BCG") to extend BCG's
consulting role to the development of a business model for the Agri-Input
Retailing and Farm Management opportunity. As per the agreement, the Company
will be charged professional fees aggregating approximately $1,000,000 for
services to be rendered by BCG during 2010.
Our budget for general and administration and for professional expenses for
fiscal 2010 is A$1.25 million. We are currently investigating capital raising
opportunities which may be in the form of either equity or debt, to provide
funding for working capital purposes. There can be no assurance that such a
capital raising will be successful, or that even if an offer of financing is
received by the Company, it is on terms acceptable to the Company.
Impact of Australian Tax Law
On December 28, 2008 the management and control of ProIndia was effectively
transferred to Australia making the company an Australian resident corporation
under Australian law. Australian resident corporations are subject to Australian
income tax on their non-exempt worldwide assessable income (which includes
capital gains), less allowable deductions, at the rate of 30%. Foreign tax
credits are allowed where tax has been paid on foreign source income, provided
the tax credit does not exceed 30% of the foreign source income.
Under the U.S./Australia tax treaty, a U.S. resident corporation such as us
is subject to Australian income tax on net profits attributable to the carrying
on of a business in Australia through a "permanent establishment" in Australia.
A "permanent establishment" is a fixed place of business through which the
business of an enterprise is carried on. The treaty limits the Australian tax on
interest and royalties paid by an Australian business to a U.S. resident to 10%
of the gross interest or royalty income unless it relates to a permanent
establishment. Although we consider that we do not have a permanent
establishment in Australia, it may be deemed to have such an establishment due
to the location of its administrative offices in Melbourne. In addition we may
receive interest or dividends from time to time.
Impact of Australian Governmental, Economic, Monetary or Fiscal Policies
Although Australian taxpayers are subject to substantial regulation, we
believe that our operations are not materially impacted by such regulations nor
is it subject to any broader regulations or governmental policies than most
Australian taxpayers.
Impact of Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements on the
Company's financial statements, see Note 3 to the Company's Financial Statements
which are included elsewhere in this Annual Report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
At December 31, 2009, the Company had no outstanding borrowings under Loan
Facilities.
Item 8. Financial Statements
See F Pages
13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
a) Dismissal of Previous Independent Accountant.
i. By letter dated, January 27, 2009, ProIndia International, Inc., a
Florida corporation (the "Company") informed Moore & Associates,
Chartered ("Moore"), that the client - auditor relationship between
the Company and Moore had ceased.
ii. The former accountant's report on our financial statements did not
contain any adverse opinions or disclaimers of opinions and was not
qualified or modified as to any uncertainty except that the report
of Moore, for the period of Inception on November 12, 2007 to
December 31, 2007 indicated conditions which raised substantial
doubt about the Company's ability to continue as a going concern.
iii. The decision to change accountants was approved by the Board of
Directors of the Company.
iv. During the period from Inception on November 12, 2007 to December
31, 2007 and subsequent interim periods prior to the change in
auditors there were no (1) disagreements with Moore on any matter of
accounting principles or practices, financial statement disclosures
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Moore, would have caused them to make
reference to the subject matter of the disagreement in connection
with their report on the financial statements such period or (2)
reportable events of the kind described in Item 304(a)(1)(v) of
Regulation S-K.
v. The Company provided Moore with a copy of the above disclosures on
January 27, 2009 and requested that Moore furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company, and if not, stating the
respects in which it does not agree.
A copy of such letter is filed as an exhibit to Form 8-K
dated January 29, 2009.
b) Appointment of New Independent Accountant
i. Effective as of January 29, 2009, the Company engaged PKF,
Certified Public Accountants, a Professional Corporation, New York,
NY (PKF) as the Company's new independent registered public
accounting firm to audit the Company's financial statements as of
December 31, 2008 and 2007 and for each of the periods then ended.
The decision to change accountants was approved by the Board of
Directors of the Company as of January 27, 2009.
ii. During the period of Inception on November 12, 2007 to December 31,
2007 and the subsequent interim period preceding such engagement,
the Company has not consulted PKF regarding either (a) the
application of accounting principles to any completed or
contemplated transaction, or the type of audit opinion that might be
rendered on the Company's financial statements; or (b) any matter
that was either the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-K or a reportable event as described
in Item 304(a)(1)(v) of Regulation S-K.
iii. The Company have provided a copy of the disclosures in this report
to PKF and offered them the opportunity to furnish a letter to the
Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K.
PKF has advised that it does not intend to furnish such a letter to
the Commission.
14
Item 9A Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our principal executive officer and our principal financial officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934 as amended) as of the end of the period covered by this report. Based
on that evaluation, such principal executive officer and principal
financial officer concluded that, the Company's disclosure control and
procedures were effective as of the end of the period covered by this
report at the reasonable level of assurance.
(b) Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d - 15(f) under the Securities
Exchange Act of 1934, as amended. Under the supervision of management and
with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation of internal control over financial reporting, our management
concluded that our internal control over financial reporting was effective
as of December 31, 2009.
This annual report does not include an attestation report of the
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
(c) Change in Internal Control over Financial Reporting.
No change in our internal control over financial reporting occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect our internal control over financial
reporting.
(d) Other.
We believe that a controls system, no matter how well designed and
operated, can not provide absolute assurance that the objectives of the
controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected. Therefore, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Our disclosure
controls and procedures are designed to provide such reasonable assurance
of achieving our desired control objectives, and our principal executive
officer and principal financial officer have concluded, as of December 31,
2009, that our disclosure controls and procedures were effective in
achieving that level of reasonable assurance.
Item 9B Other Information
None.
15
PART III
Item 10. Directors and Executive Officers and Corporate Governance
The following table sets forth our directors and officers, their ages and
all offices and positions with our company. Officers and other employees serve
at the will of the Board of Directors.
Name Age Position(s) Held
57 Chairman of the Board, President, Chief
Joseph Gutnick Executive Officer and Director
52 Secretary, Chief Financial Officer
Peter Lee and Principal Accounting Officer
Director Qualifications
The following paragraphs provide information as of the date of this report
about our sole director as well as about each executive officer. The
information presented includes information such director has given us about his
age, all positions he holds, his principal occupation and business experience
for the past five years, and the names of other publicly-held companies of which
he currently serves as a director or has served as a director during the past
five years which we believe demonstrates our sole director's qualifications to
serve on our Board of Directors.
Joseph Gutnick
Mr Gutnick has been President and Chief Executive Officer since December
2008. He has been a Director of numerous public listed companies in Australia
specialising in the mining sector since 1980 and is currently President and CEO
of Legend International Holdings Inc and Golden River Resources Corporation, US
corporations listed on the OTC market and President CEO of Northern Capital
Resources Corporation, Yahalom International Resources Corporation, Aurum, Inc.,
US corporations and Executive Chairman and Managing Director of Quantum
Resources Limited, North Australian Diamonds Ltd and Top End Uranium Limited.
He has previously been a Director of Hawthorn Resources Limited, Astro Diamond
Mines NL, Acadian Mining Corporation and Royal Roads Corporation in the last
five years. Mr. Gutnick was previously a Director of the World Gold Council. He
is a Fellow of the Australasian Institute of Mining & Metallurgy and the
Australian Institute of Management and a Member of the Australian Institute of
Company Directors.
Peter Lee
Mr Lee has been Chief Financial Officer and Principal Accounting Officer
since December 2008. Mr Lee is a Member of the Institute of Chartered
Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a
Member of the Australian Institute of Company Directors and holds a Bachelor of
Business (Accounting) from Royal Melbourne Institute of Technology. He has over
25 years commercial experience and is currently CFO and Secretary of Legend
International Holdings Inc and Golden River Resources Corporation, US
corporations listed on the OTC market, Northern Capital Resources Corporation,
Yahalom International Resources Corporation, Aurum, Inc and Company Secretary of
Quantum Resources Limited, North Australian Diamonds Ltd and Top End Uranium
Limited, Australian listed public companies. Mr Lee is also President and CEO
of Acadian Mining Corporation (ADA:TSX) and Chairman of the Board of Directors
of Royal Roads Corp. (RRO:TSX-V).
16
The Company's sole director has been appointed for a one-year term which
expires in December 2010.
Directors are elected for an annual term and generally hold office until
the next Directors have been duly elected and qualified. Directors may receive
compensation for their services as determined by the Board of Directors. A
vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect Directors.
Involvement on Certain Material Legal Proceedings During the Last Ten Years
No director, officer, significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations. No director,
officer, significant employee or consultant has been permanently or temporarily
enjoined, barred, suspended or otherwise limited from involvement in any type of
business, securities or banking activities. No director, officer or significant
employee has been convicted of violating a federal or state securities or
commodities law.
Mr. Gutnick was formerly the Chairman of the Board, Dr. Tyrwhitt was
formerly an independent Director and Mr. Lee was formerly Company Secretary of
Centaur Mining & Exploration Ltd., an Australian corporation, which commenced an
insolvency proceeding in Australia in March 2001.
Board, Audit Committee and Remuneration Committee Meetings
Our Board of Directors consists of one director. Our Board of Directors
uses resolutions in writing to deal with certain matters, and during fiscal
2009, eight resolutions in writing were signed by all Directors.
We do not have a nominating committee. Historically our entire Board has
selected nominees for election as directors. The Board believes this process has
worked well thus far particularly since it has been the Board's practice to
require unanimity of Board members with respect to the selection of director
nominees. In determining whether to elect a director or to nominate any person
for election by our stockholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each vacancy. Candidates may come to the attention of the Board through a
variety of sources, including from current members of the Board, stockholders,
or other persons. The Board of Directors has not yet had the occasion to, but
will, consider properly submitted proposed nominations by stockholders who are
not directors, officers, or employees of ProIndia on the same basis as
candidates proposed by any other person.
Audit Committee
At December 31, 2009, the Company had not formed an audit committee or
adopted an audit committee charter. In lieu of an audit committee, the Company's
board of directors assumes the responsibilities that would normally be those of
an audit committee. Given the limited scope of the Company's operations to date,
the Board of Directors does not at present have a director that would qualify as
an audit committee financial expert under the applicable federal securities law
regulations.
17
Remuneration Committee
At December 31, 2009, the Company had not formed a remuneration committee
or adopted a remuneration committee charter. In lieu of an remuneration
committee, the Company's board of directors assumes the responsibilities that
would normally be those of an remuneration committee.
Code of Ethics
We have adopted a Code of Conduct and Ethics and it applies to all
Directors, Officers and employees. A copy of the Code of Conduct and Ethics is
posted on our website at www.wsfucorp.com and we will provide a copy to any
person without charge. If you require a copy, you can download it from our
website or alternatively, contact us by facsimile or email and we will send you
a copy.
Stockholder Communications with the Board
Stockholders who wish to communicate with the Board of Directors should
send their communications to the Chairman of the Board at the address listed
below. The Chairman of the Board is responsible for forwarding communications to
the appropriate Board members.
Mr. Joseph Gutnick
ProIndia International, Inc.
PO Box 6315 St. Kilda Road
Central Melbourne, Victoria 8008 Australia
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our
Directors, executive officers and beneficial owners of more than 10% of the
outstanding Common Stock are required to file reports with the Securities and
Exchange Commission concerning their ownership of and transactions in our Common
Stock and are also required to provide to us copies of such reports. Based
solely on such reports and related information furnished to us, we believe that
in fiscal 2009 all such filing requirements were complied with in a timely
manner by all Directors and executive officers and 10% stockholders, except that
our chief financial officer has not yet filed a Form 3 as a result of a
technical difficulty with the Edgar filing process.
Item 11. Executive Compensation.
The following table sets forth the annual salary, bonuses and all other
compensation awards and pay outs on account of our Chief Executive Officer for
services rendered to us during the fiscal year ended December 31, 2009 and 2008.
No other executive officer received more than US$100,000 per annum during this
period.
Summary Compensation Table
- -------------------------------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Stock Option Non-Equity Change in All Other Total
Principal Awards Awards Incentive Pension Compensation
Position Plan Value and
Compensation Nonqualified
Deferred
Compensation
Earnings
- -------------------------------------------------------------------------------------------------------------------------------
Joseph Gutnick, 2009 $2,500 - - - - - - $2,500
Chairman of the
Board, President
and CEO (1)
- -------------------------------------------------------------------------------------------------------------------------------
Edward T Famer, 2008 $ - - - - - - - $ -
Director and
CEO (2)
- -------------------------------------------------------------------------------------------------------------------------------
3. Joseph Gutnick appointed December 28, 2008.
4. Edward Farmer appointed November 12, 2007 and resigned December 28, 2008.
18
We have a policy that we will not enter into any transaction with an
officer, Director or affiliate of the Company or any member of their families
unless the terms of the transaction are no less favourable to us than the terms
available from non-affiliated third parties or are otherwise deemed to be fair
to the Company at the time authorised.
Outstanding Equity Awards at Fiscal Year-End
The Company does not currently have any equity or stock option plans.
Principal Officers Contracts
The principal officers do not have any employment contracts.
Compensation of Directors
The Company's sole director did not receive any compensation during fiscal
2009 other than as disclosed in the executive compensation table.
19
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial
ownership of our common stock by each person or entity known by us to be the
beneficial owner of more than 5% of the outstanding shares of common stock, each
of our directors and named executive officers, and all of our directors and
executive officers as a group as of March 22, 2010.
- -------------------------------------------------------------------------------------------------------
Title of Name and Address Amount and nature of Percentage
Class of Beneficial Owner* Beneficial Owner of class (1)
- -------------------------------------------------------------------------------------------------------
Shares of common stock Joseph Gutnick 165,600,000 (2) 95.83
- -------------------------------------------------------------------------------------------------------
All officers and Directors 165,600,000 95.83
as a group
- -------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, the address of each person is c/o ProIndia
International, Inc., Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004
Australia
Notes:
(3) Based on 172,800,000 shares outstanding as of March 22, 2010. Gives effect
to a 6 for 1 stock split in the form of a dividend that was effected as of
February 2009 and a 2 for 1 stock split in the form of a dividend that was
effected as of August 2009.
(4) Includes 165,600,000 shares owned by Power Developments Pty Ltd, of which
Mr Joseph Gutnick is the sole Director and stockholder.
Item 13. Certain Relationships and Related Transactions
We are one of eight affiliated companies under common management. Each of
the companies has some common Directors, officers and shareholders. In addition,
each of the companies is substantially dependent upon AXIS for its senior
management and administration staff. It is the intention of the affiliated
companies and respective Boards of Directors that any arrangements or
transactions between the companies should accommodate the respective interest of
the relevant affiliated companies in a manner which is fair to all parties and
equitable to the shareholders of each. Currently, there are no material
arrangements or planned transactions between the Company and any of the other
affiliated companies other than AXIS.
AXIS is paid by each company for the costs incurred by it in carrying out
the administration function for each such company. Pursuant to the Service
Agreement, AXIS performs such functions as payroll, maintaining employee records
required by law and by usual accounting procedures, providing insurance, legal,
human resources, company secretarial, land management, certain exploration and
mining support, financial, accounting advice and services. AXIS procures items
of equipment necessary in the conduct of the business of the Company. AXIS also
provides for the Company various services, including but not limited to the
making available of office supplies, office facilities and any other services as
may be required from time to time by the Company as and when requested by the
Company.
We are required to reimburse AXIS for any direct costs incurred by AXIS for
the Company. In addition, we are required to pay a proportion of AXIS's overhead
cost based on AXIS's management estimate of our utilisation of the facilities
and activities of AXIS plus a service fee of not more than 15% of the direct and
overhead costs. Amounts invoiced by AXIS are required to be paid by us. We are
also not permitted to obtain from sources other than AXIS, and we are not
permitted to perform or provide ourselves, the services contemplated by the
Service Agreement, unless we first requests AXIS to provide the service and AXIS
fails to provide the service within one month.
20
The Service Agreement may be terminated by AXIS or ourselves upon 60 days
prior notice. If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS. There can be no assurance
that we could independently provide or find a third party to provide these
services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us. Our inability to provide such services or to find a third party to provide
such services may have a material adverse effect on our operations.
In accordance with the Service Agreement, AXIS provides the Company with
the services of our Chief Executive Officer, Chief Financial Officer and
clerical employees, as well as office facilities, equipment, administrative and
clerical services. We pay AXIS for the actual costs of such facilities plus a
maximum service fee of 15%.
Transactions with Management.
We have a policy that we will not enter into any transaction with an
Officer, Director or affiliate of us or any member of their families unless the
transaction is approved by a majority of our disinterested non-employee
Directors and the disinterested majority determines that the terms of the
transaction are no less favourable to us than the terms available from
non-affiliated third parties or are otherwise deemed to be fair to us at the
time authorised.
Item 14. Principal Accounting Fees and Services
The following table shows the audit fees that were billed or are expected
to be billed by PKF and Moore for fiscal 2009 and 2008.
PKF PKF Moore
---- ---- -----
2009 2008 2008
---- ---- ----
Audit fees $33,915 $15,000 $4,500
Audit related fees - - -
Tax fees 5,500 6,365 -
----------------- ------
Total $39,415 $21,365 $4,500
================= ======
Audit fees were for the audit of our annual financial statements, review of
financial statements included in our 10-Q quarterly reports, and services that
are normally provided by independent auditors in connection with our other
filings with the SEC. This category also includes advice on accounting matters
that arose during, or as a result of, the audit or review of our interim
financial statements.
Tax fees relate to the preparation of the Company's income tax returns and
other tax compliance filings.
21
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Notes thereto.
The Financial Statements and Notes thereto listed on the Index at page 28
of this Annual Report on Form 10-K are filed as a part of this Annual
Report.
(b) Exhibits
The Exhibits to this Annual Report on Form 10-K are listed in the Exhibit
Index at page 27 of this Annual Report.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorised.
PROINDIA INTERNATIONAL, INC.
(Registrant)
By: /s/ Peter Lee
---------------------------
Peter J Lee
Secretary,
Chief Financial Officer
and Principal Financial
Accounting Officer
Dated: March 25, 2010
23
FORM 10-K Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ J. I. Gutnick
1. ------------------------ Chairman of the Board,
Joseph Gutnick President and Chief Executive
Officer (Principal Executive
Officer), and Director. March 25, 2010
/s/ Peter Lee
2. ------------------------ Secretary,
Peter Lee Chief Financial Officer and
Principal Financial and
Accounting Officer. March 25, 2010
24
EXHIBIT INDEX
Incorporated by Exhibit
Reference to: No Exhibit
(1) Exhibit 99.1 3.1 Articles of Incorporation of PROINDIA
Annex B INTERNATIONAL, INC.
(1) Exhibit 99.1 3.2 Bylaws of PROINDIA INTERNATIONAL, INC.
Annex C
(1) Exhibit 99.1 3.3 Agreement and Plan of Merger between We Sell
Annex A For U Corp and ProIndia International Inc.
Exhibit 4.1 4.1 Specimen Stock Certificate of PROINDIA
INTERNATIONAL, INC.
* 10.1 Service Agreement dated January 30, 2009, by
and between the Registrant and AXIS
Consultants Pty Ltd
* 10.2 Agreement with IFFCO
* 16.1 Letter from former independent accountant
* 31.1 Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 by. Joseph
Issac Gutnick
* 31.2 Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 by Peter
James Lee.
* 32.1 Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by Joseph
Issac Gutnick.
* 32.2 Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by Peter
James Lee
*Filed herewith
(1) Registrant's Form 8-K filed on July 16, 2009.
25
Financial Statements as of December 31, 2009 and 2008 and for the year ended
December 31, 2009 and December 31, 2008.
ProIndia International, Inc.
Audited Financial Statements for the Company as of December 31, 2009 and 2008
and for the year ended December 31, 2009 and December 31, 2008.
26
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter James Lee, certify that:
1. I have reviewed this annual report on Form 10-K of ProIndia
International, Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) and have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal controls over financial reporting, or caused
such internal controls over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this annual report based on such evaluation;
and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
27
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 25, 2010
/s/ Peter Lee
--------------------------
Name: Peter Lee
Title: Secretary and
Chief Financial Officer
(Principal Financial Officer)
28
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph Isaac Gutnick, certify that:
1. I have reviewed this annual report on Form 10-K of ProIndia International,
Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) and have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal controls over financial reporting, or caused
such internal controls over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
29
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 25, 2010
/s/ J. I. Gutnick
-------------------------------
Name: Joseph I. Gutnick
Title: Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
30
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-K of ProIndia International, Inc.
(the "Company") for the fiscal year ended December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the "report"), the
undersigned, Joseph Isaac Gutnick, Chief Executive Officer of the Company,
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 that:
(1) The report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: March 25, 2010
/s/ J. I. Gutnick
-----------------------------------
Joseph Isaac Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
31
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-K of ProIndia International, Inc.
(the "Company") for the fiscal year ended December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the "report"), the
undersigned, Peter James Lee, Chief Financial Officer of the Company, certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 that:
(1) The report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: March 25, 2010
/s/ Peter Lee
-----------------------------
Peter James Lee
Secretary and
Chief Financial Officer
(Principal Financial Officer)
32
PROINDIA INTERNATIONAL, INC.
Financial Statements
December 31, 2009 and 2008
(with Report of Independent Registered Public Accounting Firm)
CONTENTS
Page
Report of Independent Registered Public Accounting Firm F-3
Balance Sheet F-4
Statements of Operations F-5
Statements of Stockholders' Equity (Deficit) F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8 - F-12
F-2
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Board of Directors and Stockholders of
ProIndia International, Inc.
We have audited the accompanying balance sheet of ProIndia International,
Inc. (a development stage company) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended December 31, 2009 and 2008 and the cumulative amounts from
inception, November 12, 2007 through December 31, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ProIndia International, Inc.
at December 31, 2009 and 2008, and the results of its operations and its cash
flows for the periods indicated above, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As described in note 1, at December
31, 2009 the Company has not yet commenced revenue producing operations, has
incurred net losses from inception, and has an accumulated (deficit) of
$498,356. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Management's plans in regard to these matters are also discussed in note 1.
/s/ PKF
Certified Public Accountants
A Professional Corporation
New York, NY
March 24, 2010
F-3
PROINDIA INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheet
December 31, 2009 and 2008
US$ US$
2009 2008
-------- --------
ASSETS
Current Assets:
Cash 376 -
--------------------
Total Current Assets 376 -
--------------------
Total Assets 376 -
====================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses 128,843 -
--------------------
Total Current Liabilities 128,843 -
--------------------
Non Current Liabilities:
Advances payable - affiliate 331,489 -
--------------------
Total Non Current Liabilities 331,489 -
--------------------
Total Liabilities 460,332 -
--------------------
Stockholders' Equity (Deficit):
Common stock: $.0001 par value
500,000,000 shares authorised,
and 172,800,000 shares issued and outstanding at December 31, 2009 and 2008. 17,280 17,280
Additional Paid-in-Capital 21,120 21,120
Accumulated (Deficit) during the development stage (498,356) (38,400)
--------------------
Total Stockholders' Equity (Deficit) (459,956) -
--------------------
Total Liabilities and Stockholders' Equity (Deficit) 376 -
====================
See Notes to Financial Statements
F-4
PROINDIA INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
November 12,
Year Year 2007
Ended Ended (Inception) to
December 31, December 31, December 31,
2009 2008 2009
------------ ------------ --------------
Revenues US$- US$- US$-
----------------------------------------------
Cost and expenses
Legal, Accounting and Professional 393,273 29,192 422,465
Administration Expense 49,091 808 49,899
----------------------------------------------
442,364 30,000 472,364
----------------------------------------------
(Loss) from Operations (442,364) (30,000) (472,364)
Foreign Currency Exchange (Loss) (17,594) - (17,594)
Other Income
Interest - other 2 - 2
----------------------------------------------
(Loss) before Income Tax (459,956) (30,000) (489,956)
Provision for Income Tax - - -
----------------------------------------------
Net (Loss) (459,956) (30,000) (489,956)
----------------------------------------------
Basic net (Loss) per Common Equivalent Shares (0.00) (0.00) (0.00)
==============================================
Weighted Number of Common Equivalent
Shares Outstanding (000's) 172,800 152,784 161,576
==============================================
See Notes to Financial Statements
F-5
PROINDIA INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Common Additional
Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ---------- -----
US$ US$ US$ US$
----------------------------------------------------------------
Inception, November 12, 2007 - - - - -
Issuance of 144,000,000 shares 144,000,000 14,400 - (8,400) 6,000
Net (loss) - - - - -
----------------------------------------------------------------
Balance, December 31, 2007 144,000,000 14,400 - (8,400) 6,000
Issuance of 28,800,000 shares 28,800,000 2,880 21,120 - 24,000
Net (loss) - - - (30,000) (30,000)
----------------------------------------------------------------
Balance, December 31, 2008 172,800,000 17,280 21,120 (38,400) -
Net (loss) - - - (459,956) (459,956)
----------------------------------------------------------------
Balance December 31, 2009 172,800,000 $17,280 $ 21,120 $ (498,356) $(459,956)
----------------------------------------------------------------
See Notes to Financial Statements
F-6
PROINDIA INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
November
12, 2007
Year Year (Inception)
Ended Ended to
December December December
31, 2009 31, 2008 31, 2009
US$ US$ US$
-------- -------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(459,956) $ (30,000) $ (489,956)
Adjustments to reconcile net (loss) to net cash (used)
in Operating Activities
Net change in Accounts Payable and Accrued Expenses 128,843 - 128,843
--------------------------------------
Net Cash (used) in Operating Activities (331,113) (30,000) (361,113)
--------------------------------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds from Issuance of Stock - 24,000 30,000
Advances Payable - Affiliate 331,489 - 331,489
--------------------------------------
Net Cash Provided by Financing Activities 331,489 24,000 361,489
--------------------------------------
Net Increase (Decrease) in Cash 376 (6,000) (376)
Cash at Beginning of Year - 6,000 -
--------------------------------------
Cash at End of Year 376 - 376
======================================
See Notes to Financial Statements
F-7
PROINDIA INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2009 and 2008
(1) ORGANIZATION AND BUSINESS
ProIndia International, Inc. ("ProIndia" or the "Company") is a
Delaware corporation originally incorporated in Florida as We Sell for U
Corp. ("We Sell for U"). The principal stockholder of ProIndia is Power
Developments Pty Ltd., an Australian corporation ("Power"), an entity
majority owned by the Company's president, which owned 95.83% of ProIndia
as of December 31, 2009.
On August 12, 2009, the Company re-incorporated in the state of
Delaware (the "Reincorporation") through a merger involving We Sell for U
Corp. and ProIndia International, Inc., a Delaware Corporation that was a
wholly owned subsidiary of We Sell for U. The Reincorporation was effected
by merging We Sell for U with ProIndia, with ProIndia being the surviving
entity. For purposes of the Company's reporting status with the Securities
and Exchange Commission, ProIndia is deemed a successor to We Sell for U.
In December 2008, Power Developments Pty Ltd, an Australian
corporation ("Power") acquired an 96% interest in ProIndia from certain
stockholders. In connection therewith, the Company appointed a new
President/Chief Executive Officer and Chief Financial Officer/Secretary and
a new sole Director.
Commencing in fiscal 2009, ProIndia has decided to focus its business
on energy opportunities.
In March 2009, the Company announced the execution of an Agreement
with Indian Farmers Fertiliser Cooperative ("IFFCO") to explore the
commercial viability of generating and/or distributing alternate energy or
any other viable products to the rural Indian market. Since the
announcement, the potential markets have been further refined to focus on
regional farming communities in India who have little or no access to
certain products, services or technologies relating to the farmers business
or non business needs.
Under the Agreement, ProIndia and IFFCO, agree to work together in a
collaborative manner in relation to the products, services or technologies,
in particular those in which IFFCO is not currently engaged, that may be
applicable for the rural Indian market. ProIndia shall fund the pilot
studies, with IFFCO facilitating ProIndia with the relevant government and
licensing authorities. The parties may by mutual agreement extend the range
of products covered by the Agreement. In the event the parties elect to
proceed to full commercialization, ProIndia and IFFCO shall be exclusive
partners, with ProIndia having access to IFFCO's cooperative members and
distribution network.
IFFCO is India's largest farmers co-operative having around 40,000
cooperatives as its shareholders which encompass over 50 million farmers.
The cooperative is primarily engaged with the production and marketing of
fertilizers to its shareholders. IFFCO's assets, distribution network,
relationship with the Indian government and massive customer base make it
well placed to support and explore the activities outlined in the
Cooperation Agreement. IFFCO have already utilized their extensive
communication and distribution network to sell mobile phones, mechanically
charged flashlights, and general insurance to their members and are
interested in exploring other beneficial opportunities.
Since that time, ProIndia has continued to pursue this strategy and
has met with IFFCO and other parties in India and internationally to
continue to refine this strategy and resulting from this work, has
formulated a business plan. As part of the ongoing strategy and in order to
advance its business plan, ProIndia has engaged Boston Consulting Group
(BCG) to assist with the development of components of the business plan.
During February 2010 the Company has agreed with Boston Consulting Group
("BCG") to extend BCG's consulting role to the development of a business
model for Agri-Input Retailing and Farm Management opportunities.
The primary aims of ProIndia are to (i) generate a significant
positive return on investment for ProIndia and its shareholders; (ii) grow
ProIndia into a successful international enterprise through a model
developed between IFFCO and ProIndia, that is self sustaining enabling the
Company to explore further opportunities within India; and (iii)
significantly improve the living standards and therefore productivity and
economic development of IFFCO's member societies and other rural Indian
communities.
F-8
To achieve these aims ProIndia, currently through BCG is exploring the
development and commercialization of certain products, services or
technologies which meet the following business criteria:
1. Be highly beneficial to Indian farmers' and in particular
regional farming communities who have little or no access to
these products, services or technologies. The product, service or
technology will address a widespread critical need throughout
India and significantly improve the living standards of the
target communities.
2. Be affordable and simple to operate, use or obtain in remote
areas.
In accordance with the above aims and criteria, ProIndia through BCG
has identified a number of opportunities for initial investigation. These
areas cover a wide range of services, products and technologies across a
broad range of categories relating to a farmers business and non business
needs. The opportunities are being assessed under certain economic criteria
with two clear opportunities identified.
Once suitable products, services or technologies have been approved in
conjunction with an appropriate business model and plan, a target community
will be selected in conjunction with IFFCO to begin a pilot study. A
feasibility study will commence to assess the viability of the chosen
opportunity. This will include assessing the financial model and funding
structure, the sustainability within the community, the marketing strategy,
appropriate tariff structure, environmental impact, social impact and the
overall implementation strategy.
BCG's initial overview was completed in December 2009 and has
highlighted two clear opportunities to develop through IFFCO's massive
distribution network.
Following discussion with BCG on BCG's results of the study, ProIndia
has engaged BCG to proceed to the next phase of the engagement to
investigate Agri-Input Retailing and Farm Management opportunities and to
develop business models for such opportunities. ProIndia and BCG anticipate
that this phase of the project will be completed by late 2010.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplates continuation of ProIndia as a going concern.
The Company has not yet commenced revenue producing operations and has
incurred net losses since inception and may continue to incur substantial
and increasing losses for the next several years, all of which raises
substantial doubt as to its ability to continue as a going concern. The
financial statements do not contain any adjustments that could arise as a
result of this uncertainty.
In addition, ProIndia is reliant on loans and advances from
corporations affiliated with the Company. Based on discussions with these
affiliate companies, The Company believes this source of funding will
continue to be available. Other than the arrangements noted above, the
Company has not confirmed any other arrangement for ongoing funding. As a
result the Company may be required to raise funds by additional debt or
equity offerings in order to meet its cash flow requirements during the
forthcoming year.
(2) ACCOUNTING POLICIES
The Company is a development stage company and the following is a
summary of the significant accounting policies followed in connection with
the preparation of the financial statements.
(a) Basis of presentation
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
The functional and reporting currency of the Company is the U.S.
dollar.
F-9
The Company complies with ASC Topic 915 and its characterization of
the Company as a development stage company.
(b) Cash Equivalents
ProIndia considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash
equivalents. For the periods presented there were no cash equivalents.
(c) Federal Income Tax
ASC Topic 740 prescribes how a company should recognise, measure,
present and disclose in its financial statements uncertain tax
positions that the Company has taken or expects to take on a tax
return. Additionally for tax positions to qualify for deferred tax
benefit recognition under ASC 740, the position must have at least
"more than likely not" chance of being sustained upon challenge by the
respective taxing authorities, and whether or not it meets that
criteria is a matter of significant judgement. The Company believes
that it does not have any uncertain tax positions that would require
the recognition or disclosure of a potential tax liability.
The Company follows the asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities. For the periods
presented, there was no taxable income. There are no deferred income
taxes resulting from temporary differences in reporting certain income
and expense items for income tax and financial accounting purposes.
The Company, at this time, is not aware of any net operating losses
which are expected to be realized.
(d) Australian Tax Law
The Company is an Australian resident corporation under Australian law
and accordingly is subject to Australian income tax on its non-exempt
worldwide assessable income (which includes capital gains), less
allowable deductions, at the rate of 30%. Foreign tax credits are
allowed where tax has been paid on foreign source income provided the
tax credit does not exceed 30% of the foreign source income.
Under the U.S./Australia tax treaty, a U.S. resident corporation such
as us is subject to Australian income tax on net profits attributable
to the carrying on of a business in Australia through a "permanent
establishment" in Australia. A "permanent establishment" is a fixed
place of business through which the business of an enterprise is
carried on. The treaty limits the Australian tax on interest and
royalties paid by an Australian business to a U.S. resident to 10% of
the gross interest or royalty income unless it relates to a permanent
establishment. Although we consider that we do not have a permanent
establishment in Australia, it may be deemed to have such an
establishment due to the location of its administrative offices in
Melbourne. In addition we may receive interest or dividends from time
to time.
(e) Loss per share
The Company calculates loss per share in accordance with FASB ASC
Topic 260, "Earnings per Share".
Basic (loss) per share is computed based on the weighted average
number of common shares outstanding during the period. Dilutive loss
per share has not been presented as there are no common stock
equivalents.
(f) Fair value of Financial Instruments
The Company's financial instruments consist primarily of cash and
advances payables-affiliates. The fair value of cash approximates its
carrying value. The fair value of the advance payables-affiliates is
not determinable as it is due to an affiliate entity and settlement
date is uncertain.
F-10
(3) RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB") issued
the FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles, also known as FASB Accounting Standards
Codification ("ASC") 105-10, Generally Accepted Accounting Principles,
("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards
Codification ("Codification") as the single source of authoritative US GAAP
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC")
under authority of federal securities laws are also sources of
authoritative US GAAP for SEC registrants. The subsequent issuances of new
standards will be in the form of Accounting Standards Updates ("ASU") that
will be included in the Codification. Generally, the Codification is not
expected to change US GAAP. All other accounting literature excluded from
the Codification will be considered nonauthoritative. This ASC is effective
for financial statements issued for interim and annual periods ending after
September 15, 2009. The Company adopted this ASC for our quarter ended
September 30, 2009. The adoption did not have any effect on our financial
condition or results of operations. All accounting references have been
updated, and therefore SFAS references have been replaced with ASC
references.
Effective January 1, 2009, the Company adopted the amended provisions
of ASC Topic 820, Fair Value Measurements and Disclosures. This topic
defines fair value, establishes a hierarchal disclosure framework for
measuring fair value, and requires expanded disclosures about fair value
measurements. The provisions of this topic apply to all financial
instruments that are being measured and reported on a fair value basis. The
adoption of ASC 820 has not had a material impact on the Company's
financial position or results of operations.
In December 2007, the FASB amended ASC Topic 805, Business
Combinations, which replaced FAS No. 141. ASC 805 establishes principles
and requirements for how the acquirer of a business recognizes and measures
in its financial statements the identifiable assets acquired and the
liabilities assumed. The provisions of ASC 805 are effective for the
Company's fiscal year beginning January 1, 2009 which applies prospectively
to all business combinations entered into on or after such date. Any future
acquisitions will be impacted by application of this topic.
In December 2007, the FASB amended ASC Topic 810, Noncontrolling
Interests in Consolidated Financial Statements. ASC 810 clarifies the
accounting for noncontrolling interests and establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary,
including classification as a component of equity. ASC 810 is effective for
fiscal years beginning after December 15, 2008. The Company does not
currently have any minority interests.
The Company adopted the amended provision of ASC 825, Financial
Instruments on April 1, 2009. This standard requires disclosures about fair
value of financial instruments in interim financial statements as well as
in annual financial statements.
In May 2009, the FASB issued ASC 855, Subsequent Events, on the
accounting for and disclosure of events that occur after the balance sheet
date. This guidance was effective for interim and annual financial periods
ending after June 15, 2009. This guidance was amended in February 2010. It
requires an entity that is a SEC filer to evaluate subsequent events
through the date that the financial statements are issued. The adoption of
this guidance did not have an impact on our consolidated financial
statements.
(4) AFFILIATE TRANSACTIONS
In January 2009, the Company entered into an agreement with AXIS
Consultants Pty Ltd to provide management and administration services to
the Company. AXIS is affiliated through common management. The Company is
one of eight affiliated companies under common management. Each of the
companies has some common Directors, officers and shareholders. In
addition, each of the companies is substantially dependent upon AXIS for
its senior management and administration staff. It has been the intention
of the affiliated companies and respective Boards of Directors that each of
such arrangements or transactions should accommodate the respective
interest of the relevant affiliated companies in a manner which is fair to
all parties and equitable to the shareholders of each. Currently, there are
no material arrangements or planned transactions between the Company and
any of the other affiliated companies other than AXIS.
F-11
The payable to affiliate at December 31, 2009 in the amount of
$331,489 is all due to AXIS. During the year ended December 31, 2009, AXIS
provided services in accordance with the services agreement and incurred
direct costs on behalf of the Company of $331,489. The Company intends to
repay these amounts with funds raised either via additional debt or equity
offerings, but as this may not occur within the next 12 months, the Company
has decided to classify the amounts payable as non current in the
accompanying balance sheets.
(5) INCOME TAXES
ProIndia files its income tax returns on an accrual basis. ProIndia
has carry-forward losses of approximately $488,000 as of December 31, 2009
which will expire in the year 2029. Due to the uncertainty of the
availability and future utilization of those operating loss carry-forwards,
management has provided a full valuation against the related tax benefit.
(6) STOCKHOLDERS EQUITY
In November 2007, 72,000,000 shares of common stock were issued to the
Company's founder raising $6,000.
In September 2008, the Company raised $24,000 in a registered public
offering of 14,400,000 shares of common stock share pursuant to a
prospectus dated March 7, 2008.
On January 29, 2009 the Company's Board of Directors declared a
6-for-1 stock split in the form of a stock dividend that was payable in
February, 2009 to stockholders of record as of February 14, 2009. The
Company has accounted for this bonus issue as a stock split and
accordingly, all share and per share data has been retroactively restated.
On March 31, 2009, the Company's Board of Directors declared a 2-for-1
stock split in the form of a stock dividend that was payable in August,
2009 to stockholders of record as of August 12, 2009. The Company has
accounted for this bonus issue as a stock split and accordingly, all share
and per share data has been retroactively restated
Effective on August 12, 2009, the Company completed the
reincorporation from a Florida corporation to a Delaware corporation. Each
issued and outstanding share of common stock, par value $0.0001 per share,
of We Sell For U Corp., a Florida-incorporation Company, was automatically
converted into one issued and outstanding share of common stock, par value
$0.0001 per share, of ProIndia International, Inc, a Delaware-incorporated
Company. The number of authorized shares of capital stock was increased to
five hundred twenty million (520,000,000) shares, of which five hundred
million (500,000,000) shares shall be Common Stock and twenty million
(20,000,000) shares shall be Preferred Stock, each with a par value of
$.0001 per share.
(7) SUBSEQUENT EVENTS
The Company has evaluated subsequent events and has determined that
there were no subsequent events or transactions which would require
recognition or disclosure in the financial statements except as noted
herein:
During February 2010 the Company has agreed with Boston Consulting
Group ("BCG") to extend BCG's consulting role to the development of a
business model for the Agri-Input Retailing and Farm Management
opportunity. As per the agreement, the Company will be charged professional
fees aggregating approximately $1,000,000 for services to be rendered by
BCG during 2010.
F-12