As filed with the Securities and Exchange Commission on May 8, 2012
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PN MED GROUP INC.
(Name of small business issuer in its charter)
Nevada 4700 EIN 99-0367049
(State or other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification Number)
San Isidro 250, depot 618,
Santiago, Chile 8240400
Tel: 569-659-22350
Fax: 775-981-9001
Email: pnmedgroup@gmail.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
INCORP SERVICES, INC.
2360 Corporate Circle Suite 400, Henderson NV 89074-7722
Tel: (702) 866-2500, Fax: (702) 866-2689
(Address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount of Shares to Offering Price Aggregate Amount of
To be Registered be Registered Per Share(1) Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock 5,000,000 $0.02 $100,000 $11.46
======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act. THE REGISTRANT HEREBY AMENDS
THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO
DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A),
MAY DETERMINE.
================================================================================
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PN MED GROUP INC
UP TO A MAXIMUM OF 5,000,000 COMMON SHARES
AT $0.02 PER COMMON SHARE
This is the initial offering of common stock of PN Med Group Inc. and no public
market currently exists for the securities being offered. We are offering for
sale a total of 5,000,000 shares of common stock at a fixed price of $.02 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements have
been made to place funds into escrow or any similar account. Pedro Perez
Niklitschek, an officer and director of PN Med Group Inc. or ("PNMG INC.")
intends to sell the common shares directly. No commission or other compensation
related to the sale of the common shares will be paid to Mr. Pedro Perez
Niklitschek. The intended methods of communication include, without limitations,
telephone, and personal contact.
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.02 Not Applicable $100,000
Total $0.02 Not Applicable $100,000
PNMG Inc. is a development stage company and currently has no operations. Any
investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our
independent registered public accountant has issued an audit opinion for PNMG
INC. which includes a statement expressing substantial doubt as to our ability
to continue as a going concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 10 BEFORE BUYING ANY
SHARES OF PNMG INC.'S COMMON STOCK.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE
IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 9
USE OF PROCEEDS 9
DETERMINATION OF OFFERING PRICE 10
DILUTION 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 11
DESCRIPTION OF BUSINESS 15
LEGAL PROCEEDINGS 18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 18
EXECUTIVE COMPENSATION 19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 20
PLAN OF DISTRIBUTION 21
DESCRIPTION OF SECURITIES 22
DISCLOSURE OF COMMISSION POSITION REGARDING INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 22
LEGAL MATTERS 23
INTERESTS OF NAMED EXPERTS AND COUNSEL 23
EXPERTS 23
AVAILABLE INFORMATION 23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 23
INDEX TO THE FINANCIAL STATEMENTS 24
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "PNMG INC." REFERS TO PN MED GROUP INC. THE FOLLOWING SUMMARY IS NOT
COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO
YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION
TO PURCHASE OUR COMMON STOCK.
PNMG INC.
We were incorporated in the State of Nevada on January 30, 2012. PN Med Group
Inc. (or "the company" or "PNMG") is a distributor of medical supplies and
equipment to municipalities, hospitals, pharmacies, care centers, and clinics in
Chile. We intend to provide reliable and fast service with low prices to our
customers. We expect to generate revenues from sales of our supplies to
customers. A customer will order our supplies by telephone, from our website
www.pnmedgroup.com using special form, or directly at an arranged meeting with
our representative. We will import all the supplies and equipment straight from
the manufacturer in China and deliver them to our clients in Chile without the
help of commission base agents. We intend to use the net proceeds from this
offering to develop our business operations (See "Description of Business" and
"Use of Proceeds"). To implement our plan of operations we need ($24,450) and
pay ongoing legal fee associated with this offering ($10,000); we require a
minimum of $34,450 for the next twelve months as described in our Plan of
Operations. Our monthly burn rate is approximately $2,871. This is a simple
monthly estimate of company's expenses that include all the expenses described
in our plan of operations; it is calculated by dividing $34,450 by 12 months.
Being a development stage company, we have very limited operating history. The
present capital will not be sufficient to fund our operation for any period of
time at this burn rate. We depend on funds from this public offering. We will
utilize funds from Pedro Perez Niklitschek, our Officer and Director, who has
informally agreed to advance funds to allow us to pay for professional fees,
including fees payable in connection with the filing of this registration
statement and operation expenses; however, Mr. Niklitschek has made no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. A more detailed breakdown of costs is included in our plan of
operations. The month on which we will run out of funds will depend on the
amount of funds we raise in this offering.
Our principal executive office is located at San Isidro 250, depto 618,
Santiago, Chile, 8240400. Our telephone number is (569) 65922350.
From inception on January 30, 2012 until the date of this filing, we have had
limited operating activities. Our financial statements from inception on January
30, 2012 through March 31, 2012 report no revenues and a net loss of $4,657. Our
independent registered public accounting firm has issued an audit opinion for
PNMG Inc which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
We do not anticipate earning revenues until such time as we enter into
commercial operation. Since we are presently in the development stage of our
business, we can provide no assurance that we will successfully sell our
products.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
THE OFFERING
The Issuer PNMG INC.
Securities Being Offered 5,000,000 shares of common stock
Price Per Share $0.02
3
Duration of the Offering The offering shall terminate on the earlier of
(i) the date when the sale of all 5,000,000
shares is completed, (ii) when the Board of
Directors decides that it is in the best
interest of the Company to terminate the
offering prior the completion of the sale of
all 5,000,000 shares registered under the
Registration Statement of which this Prospectus
is part.
Net Proceeds $100,000
Securities Issued and
Outstanding There are 5,000,000 shares of common stock
issued and outstanding as of the date of this
prospectus. 5,000,000 shares held by our
President, Pedro Perez Niklitschek.
Registration Costs We estimate our total offering registration
costs to be approximately $10,000.
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest
in shares of our common stock.
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on January 30, 2012 and to date have been involved
primarily in organizational activities. We have not yet commenced business
operations. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. We have not earned any revenues as of the date of
this prospectus. Potential investors should be aware of the difficulties
normally encountered by new transportations companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the operations that we plan to undertake. These
potential problems include, but are not limited to, unanticipated problems
relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.
We expect to incur significant losses into the foreseeable future. We estimate
"significant losses" to be up to $100,000 which is our maximum offering. Our
losses could be higher after the first twelve months period. We recognize that
if the effectiveness of our business plan is not forthcoming, we will not be
able to continue business operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete our intended
operations of distributing medical supplies and equipment to Chile. We will need
the funds from this offering to commence activities listed in our business plan.
As of March 31, 2012, we had cash in the amount of $8,443 and liabilities of
$4,657. We currently do not have any operations and we have no income.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT,
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $4,657 for the period from our inception on
January 30, 2012 to March 31, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. Further, the
finances required to fully develop our plan cannot be predicted with any
certainty and may exceed any estimates we set forth. These factors raise
substantial doubt that we will be able to continue as a going concern.
Silberstein Ungar, PLLC, our independent registered public accountant, has
expressed substantial doubt about our ability to continue as a going concern.
This opinion could materially limit our ability to raise funds. If we fail to
raise sufficient capital when needed, we will not be able to complete our
business plan. As a result we may have to liquidate our business and you may
lose your investment. You should consider our independent registered public
accountant's comments when determining if an investment in PNMG Inc. is
suitable.
WE MAY FACE DAMAGE TO OUR PROFESSIONAL REPUTATION IF OUR FUTURE CLIENTS ARE NOT
SATISFIED WITH OUR SERVICES. IN THIS CASE, IT IS UNLIKELY THAT WE WILL BE ABLE
TO OBTAIN FUTURE ENGAGEMENTS. IF WE ARE UNABLE TO OBTAIN ENGAGEMENTS, INVESTORS
ARE LIKELY TO LOSE THEIR ENTIRE INVESTMENT.
5
As a distribution company, we depend and will continue to depend to a large
extent on referrals and new engagements from our former customers, as we will
attempt to establish a reputation for professional service company and integrity
to attract and customers. As a result, if a customer is not satisfied with our
services, such lack of satisfaction may be more damaging to our business than it
may be to other businesses. Accordingly, no assurances can be given that we will
obtain customers in the foreseeable future.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL
RESULT IN A CESSATION OF OPERATIONS.
We currently have no signed agreements with customers to purchase our services.
At this time we have approached five local clients with view to offer our
product to them: Hospital Claudio Vicuna, Dr. Juan Villagran Gacia, Municipality
of Puerto Montt, EquilLab LTDA, and Santa Maria Clinic. There is no guarantee we
will ever conduct business with these or any other customers. Even if we obtain
business from the above listed customers, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we will have to suspend or
cease operations. You are likely to lose your entire investment if we cannot
sell our products at prices that generate a profit.
WE ARE SUBJECT TO BUSINESS RISKS AND INCREASING COSTS ASSOCIATED WITH THE
TRANSPORTATION OF OUR PRODUCTS THAT ARE LARGELY OUT OF OUR CONTROL, ANY OF WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
We are subject to business risks and increasing costs associated with the
transportation of our products that are largely out of our control, any of which
could adversely affect our business, financial condition and results of
operations. The factors contributing to these risks and costs include weather,
excess capacity in the transportation industry, interest rates, fuel prices and
taxes, fuel surcharge collection, impact on liquidity from the lag between
higher payments for fuel and the collection of higher fuel surcharges in a
rising fuel cost environment, terrorist attacks, insurance premiums and
self-insurance levels, difficulty in recruiting and retaining qualified drivers,
the risk of outbreak of epidemical illnesses, the risk of widespread disruption
of our technology systems, and increasing equipment and operational costs. Our
results of operations may also be affected by seasonal factors.
THE DISTRIBUTION INDUSTRY IS CYCLICAL AND IS SENSITIVE TO CHANGING ECONOMIC
CONDITIONS; WE ARE IN THE MIDST OF AN INDUSTRY AND GENERAL ECONOMIC SLOWDOWN OR
RECESSION THAT COULD MATERIALLY ADVERSELY IMPACT OUR BUSINESS.
Distribution services historically have been subject to substantial cyclical
variation characterized by periods of oversupply and weak demand. We believe
that many factors affect the industry, including consumer confidence in the
economy, the level of personal discretionary spending, interest rates, fuel
prices, credit availability and unemployment rates. At this time, we cannot
predict the severity or duration of the slowdown and we cannot assure that our
business will not be materially adversely affected if it continues or worsens.
Accordingly, you are likely to lose your entire investment if the current slump
in distribution industry continues.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell the same services at
competitive prices. Highly competitive environment could materially adversely
affect our business, financial condition, results of operations, cash flows and
prospects.
6
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.
Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription that could preclude or delay the return of money
to you.
IF WE ARE UNABLE TO RECRUIT, MOTIVATE AND RETAIN QUALIFIED PERSONAL, OUR
BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS COULD BE
MATERIALLY AND ADVERSELY AFFECTED.
The success of our business will depend upon our ability to attract and retain
through independent contractor or other arrangements, qualified employees who
possess the skills and experience necessary to meet the needs of our operations.
We will compete in markets in which unemployment is generally relatively low and
the competition for skilled employees is intense. We cannot assure that
qualified employees will be available in sufficient numbers and on terms
acceptable to us. The inability to attract and retain qualified personal, could
materially and adversely affect our business, financial condition, results of
operations and cash flows.
BECAUSE OUR CURRENT PRESIDENT AND OFFICERS DEVOTE LIMITED AMOUNT OF TIME TO THE
COMPANY, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME
TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Pedro Perez Nikltschek, our President, currently devotes approximately 20 hours
per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. The loss of
Mr. Nikltschek to our company could negatively impact our business development.
Mr. Urra, our secretary and executive officer, currently devotes approximately
20 hours per week providing management services to us. While he presently
possesses adequate time to attend to our interest, it is possible that the
demands on him from other obligations could increase, with the result that he
would no longer be able to devote sufficient time to the management of our
business. The loss of Mr. Urra to our company could negatively impact our
business development.
OUR EXECUTIVE OFFICERS AND DIRECTOR DO NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING
A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY
Our executive officers and director do not have any experience conducting a
best-effort offering or managing a public company. Consequently, we may not be
able to raise any funds or run our public company successfully. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Also, our executive's officers' and director's lack of
experience of managing a public company could cause you to lose some or all of
your investment.
THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE
OFFERING TO PROCEED
We do not have a minimum amount of funding set in order to proceed with the
offering. If not enough money is raised to begin operations, you might lose your
entire investment because we may not have enough funds to implement our business
plan.
7
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 (exclusive of the value of investor's primary
residence) or annual income exceeding $200,000 ($300,000 jointly with spouse),
or in transactions not recommended by the broker-dealer. For transactions
covered by the penny stock rules, a broker dealer must make certain mandated
disclosures in penny stock transactions, including the actual sale or purchase
price and actual bid and offer quotations, the compensation to be received by
the broker-dealer and certain associated persons, and deliver certain
disclosures required by the Commission. Consequently, the penny stock rules may
make it difficult for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan. We do not have any plans where to seek this alternative financing at
present time.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("BB"). The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information
in over-the-counter securities. The OTCBB is not an issuer listing service,
market or exchange. Although the OTCBB does not have any listing requirements
per se, to be eligible for quotation on the OTCBB, issuers must remain current
in their filings with the SEC or applicable regulatory authority. Market makers
are not permitted to begin quotation of a security whose issuer does not meet
this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between PN Med Group Inc. and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
8
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $10,000 cost of this
registration statement to be paid from existing cash on hand. If necessary, Mr.
Niklitschek, our Chairman, has verbally agreed to loan the company funds to
complete the registration process. We plan to contact a market maker immediately
following the close of the offering and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
you to resell any shares you may purchase, if at all.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.02. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Legal and professional fees $10,000 $10,000 $10,000 $10,000
Web development $ 650 $ 2,000 $ 3,000 $ 3,000
Establishing an office $ 6,850 $13,000 $13,000 $13,000
Order supplies and equipment $ 5,000 $13,000 $37,000 $50,000
Car $ 2,500 $12,000 $12,000 $12,000
Recently we have developed our website and paid $500. Twelve months hosting with
registration of our domain www.pnmedgroup.com cost additional $150.
To start establishing an office will cost us $550 for laptop, $300 for four
chairs; We are currently using our director's home office for business purposes,
we do not pay rent to Mr. Niklitschek and have no arrangements to pay the rent
in the future. We plan to lease 150 sq. feet office space in the beginning of
January 2013 in the center of Santiago; the office will cost approximately
$6,000 for the year, we currently have not made any arrangements for larger
office.
We intend to purchase supplies and equipment utilizing proceeds from this
offering and funds from Mr. Niklitschek if necessary. Our first order will be in
the amount of $5,000.
For delivering our supplies and equipment we will be using two cars:
Mr.Niklitschek agreed to use his car (2007 Suzuki) as our first car and we will
be renting the second car for $2,500 per year. By January 2013, we plan on
purchasing 2007-2009 Peugeot Partner (cost per car $12,000).
We intend to hire two employees as soon as our operations grow estimated to be
at the end of December 2012. Our employees will be compensated solely by
commission payments based on their performance. The payment to our employees
9
will come from medical supplies and equipment sales. Proceeds of this offering
will not be used to pay our employees.
The above figures represent only estimated cost. If necessary, Mr.Niklitschek,
our president, has verbally agreed to loan the company funds to complete the
registration process and to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
The price of the current offering is fixed at $0.02 per common share. This price
is significantly higher than the price paid by our director and officers for
common equity since the Company's inception on January 30, 2012. There are
5,000,000 shares of common stock issued and outstanding as of the date of this
prospectus.
Mr.Niklitschek, our director and president, paid $.001 per share for the
5,000,000 common shares.
Assuming completion of the offering, there will be up to 15,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $0.02 $0.02 $0.02 $0.02
Net tangible book value per
common share before offering $0.0001 $0.0001 $0.0001 $0.0001
Increase per common share
attributable to investors $0.0100 $0.0085 $0.0066 $0.0040
Pro forma net tangible book
value per common share
after offering $0.0100 $0.0086 $0.0067 $0.0041
Dilution to investors $0.0100 $0.0114 $0.0133 $0.0159
Dilution as a percentage
of offering price 50% 57% 66% 80%
Based on 5,000,000 common shares outstanding as of March 31, 2012 and total
stockholder's equity of $343 utilizing audited March 31, 2012 financial
statements.
As of March 31, 2012, the net tangible book value of our shares of common stock
was $5,000 or approximately $ 0.001 per share based upon 5,000,000 shares
outstanding.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our cash balance is $8,443 as of March 31, 2012. We believe our cash balance is
not sufficient to fund our limited levels of operations for any period of time.
We have been utilizing and may utilize funds from Mr. Niklitschek, our
president, who has informally agreed to advance funds to us. Our president has
no formal commitment, arrangement or legal obligation to advance or loan funds
to the company. In order to achieve our business plan goals, we will need the
funding from this offering. We are a development stage company and have
generated no revenue to date.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
expand operations but we cannot guarantee that once we expand operations we will
stay in business after doing so. If we are unable to successfully find customers
we may quickly use up the proceeds from this offering and will need to find
alternative sources. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering.
PLAN OF OPERATION
Our sales and marketing strategy will expand our customer's base as quickly as
possible. The marketing thrust will consist of direct contact to the responsible
personal at selected hospitals, clinics, and care centers, the distribution of
our product list along with our guarantee of fast services to Pharmacies,
Municipalities, and home based care centers, and direct mailing to new high
worth individuals using the resources of a list company.
We will not be conducting any product research or development. We do not expect
to purchase or sell plant of any kind. Upon completion of our public offering,
our specific goal is to profitably sell our products. Our plan of operations is
as follows:
a) DEVELOP OUR WEBSITE
Period: 1st month
1) We have further developed our website www.pnmedgroup.com, this cost the
company $500 to date. Twelve months hosting with registration of our domain
will cost additional $150 (www. hostgator.com).
b) SET UP OFFICE WITHIN THE OFFICE AND BEGIN SEARCHING FOR MORE CUSTOMERS.
Period: 1-3rd months
1) Purchase office equipment such as computer (laptop): $550; office table and
few chairs: $300.
2) Order sufficient amount of medical supply and equipment from our supplier
in China, Minimum cost is: $5,000.
3) Begin approaching hospitals, clinics, care centers, pharmacies and
municipalities and offering our products and services to their
representatives; negotiating price, payment details, delivery times.
4) Put together a product list brochure for clients and potential clients.
c) PROMOTE OUR SERVICES AND PRODUCT TO POTENTIAL CLIENTS
Period: 3rd month
1) Receive our products from the manufacturer and begin arrangements with the
customers offering our products
2) Start delivering our products to the customers who order it.
3) Advertise and promote our products on a national webpage
www.mercadopublico.cl
11
d) ONLINE MARKETING
Period: 4th-8th months
1) Begin blogging, e-newsletters, social networking, searching engine
optimizer (SEO).
2) Follow up with our current customers and try to generate new referrals.
3) Continue looking for new customers throughout the territory of Chile.
e) BUYING 2ND CAR, HIRING EMPLOYEES, NEW AGREEMENTS
Period: 9th -12th month
1) Purchase additional car for our operations. The number of new cars will
depend on the amount of revenue that we have available. We will purchase
2007-2009 Peugeot Partner (cost estimated $12,000).
2) We will hire two more sales reps. and two more drivers to make deliveries
to our clients. Compensation will be in form or commission payment from
sales.
3) Sign agreements with more suppliers in China.
4) Rent an office space with storage (approximately 500 sq. feet) in the
center of Santiago. Cost of lease for a year $6,000.
Total: $24,500
To implement our plan of operations ($24,500) and pay ongoing legal fee
associated with this offering ($10,000) we require a minimum of $34,500 for the
next twelve months as described in our Plan of Operations. After twelve months
period we may need additional financing. We do not currently have any
arrangements for additional financing.
Until we start to sell our products we do not believe that our operations will
be profitable. If we are unable to attract customers to order supplies with us
we may have to suspend or cease operations.
Mr. Niklitschek, our president, will be devoting approximately 20 hours per week
of his time to our operations. Once we expand operations, and are able to
attract more and more customers to buy our product, our president has agreed to
commit more time as required. Because Mr. Niklitschek will only be devoting
limited time to our operations, our operations may be sporadic and occur at
times which are convenient to him. As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues and a
cessation of operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
RESULTS OF OPERATIONS
FROM INCEPTION JANUARY 30, 2012 TO MARCH 31, 2012
During the period we incorporated the company, prepared a business plan, and
executed an agreement with Kangtai Medical Devices Co., the supplier, in China.
The following are some of the terms of the agreement:
a) Kangtai Medical Devices Co. offers us free shipping, discount prices
and a fast processing time.
b) PNMG have agreed to make an order from Kangtai Medical Devices Co. at
least once every 3 months and diligently promote their products.
12
c) Kangtai Medical Devices Co will act as our exclusive distributor of
manufacturer's medical devices throughout the territory of Chile.
d) Manufacturer agrees to furnish Distributor with reasonable quantities
of Manufacturer's catalogs, manuals, advertising literature and other
sales aids that may be available by Manufacturer.
With the expansion of the company we intend to sign more agreements with
suppliers and factories in other countries such as India, Philippines, Turkey,
Poland, and Kazakhstan.
We have hired a contractor, Caroline Olmedo at Olmedo Web Designs, to develop
our website www.pnmedgroup.com. The following sections were added: Home/Concept/
Products/Forum/Contact us. Our customers will be able to submit order requests,
view current orders online and/or contact us via email linked to our website. In
addition the following features were utilized customizable forms to capture
valuable info from customers, addition of PayPal account to offer a reliable way
to make payments to the company account, maps and driving directions for locals,
Facebook and twitter accounts will also be added as a way of communicating with
potential clients. ?The contractor used Macromedia(R) Dreamweaver for our
website development. ?The goal was to design a website to fully work in multiple
browsers and multiple versions of code/pages. Caroline Olmedo represents and
warrants that the website will be supported by the following versions:
Microsoft(R) Internet Explorer versions 5 and higher, Netscape Navigator/
Communicator version 4 and higher, Mozilla Firefox version 1.0 and above. While
the Contractor made reasonable efforts to design a fully-functional website,
Caroline Olmedo warranty does not cover AOL, text-based browsers or requested
special effects that were not advised by Contractor. HTML and Flash technologies
were merged to ensure that the website is positioned higher in search engine
rankings. The website is operational as of February 2012. It cost $500 to
complete our website and $150 domain hosting for the year.
Our loss since inception is $4,657 for filing costs related to the incorporation
of the Company and cost of Nevada business license and bank fees. In the first
quarter we used our cash we had to pay expenses associated with this offering.
Our current cash on hand will be used to pay the fees and expenses of this
offering.
Since inception, we have sold a total of 5,000,000 shares of common stock to our
secretary and our director for net proceeds of $5,000.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2012 the Company had $8,443 cash and our liabilities were
$4,236, comprising $4,236 owed to Pedro Niklitschek, our president. Since
inception through March 31, 2012, we have sold 5,000,000 shares of common stock.
Mr. Niklitschek our president has paid a price of $0.001 per share, for
aggregate proceeds of $5,000. To meet our need for cash we are attempting to
raise money from this offering. We cannot guarantee that we will be able to sell
all the shares required. If we are successful, any money raised will be applied
to the items set forth in the Use of Proceeds section of this prospectus. We
will attempt to raise the necessary funds to proceed with all phases of our plan
of operation. Proceed of $25,000 from this offering will likely allow us to
operate for at least one year.
As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
The company's director, Pedro Niklitschek, has indicated that he may be willing
to provide funds required to maintain the reporting status in the form of a
non-secured loan for the next twelve months as the expenses are incurred if no
other proceeds are obtained by the Company. However, there is no contract in
place or written agreement securing this agreement. Management believes if the
company cannot maintain its reporting status with the SEC it will have to cease
all efforts directed towards the company. As such, any investment previously
made would be lost in its entirety.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
13
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.
Management believes that current trends toward lower capital investment in
start-up companies, volatility in the distribution industry will pose the most
significant challenges to the Company's success over the next year and in future
years. Additionally, the Company will have to meet all the financial disclosure
and reporting requirements associated with being a publicly reporting company.
The Company's management will have to spend additional time on policies and
procedures to make sure it is compliant with various regulatory requirements,
especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This
additional corporate governance time required of management could limit the
amount of time management has to implement is business plan and impede the speed
of its operations.
Should the Company fail to sell less than all its shares under this offering the
Company would be forced to scale back or abort completely the implementation of
its 12-month plan of operations.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the cash basis method of
accounting for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
PN Med Group Inc. accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used of
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
14
DESCRIPTION OF BUSINESS
GENERAL
We were incorporated in the State of Nevada on January 30, 2012. PN Med Group
Inc. is a distributor of medical supplies and equipment to municipalities,
hospitals, pharmacies, care centers, and clinics in Chile. We will import all
the supplies and equipment directly from the manufacturers in China and deliver
them to our clients in Chile.
At this stage, we have no revenues. The operations we have engaged in are the
development of our website, business plan as well as a distribution agreement
with Kangtai Medical Devices Co. who is our product supplier in China. We have
approached five potential clients ranging from hospitals, clinics, and
office-based physicians with view to offer our product to them. They have
expressed interest in our product but we did not obtain any guarantees or
commitments form them to date.
The majority of our business will be initially marketed in Chile but as our
operations expand, we plan to expand to other South American markets.
CONCEPT
PNMG will focus on providing helpful customer service. We will have vast
selection of products as well as same- day delivery services within 100 miles
radius. We also offer a no minimum order size and no shipping charges, as well
as returns of unused, saleable products for an instant credit.
OUR PRODUCTS
The list of products we intend to offer will vary from day to day supplies to
more specific medicine droppers and tubes, to very sophisticated medical
equipment. Below some of the products that we are in a process of ordering:
Cotton wool, white blisters, laboratory bottle rings, mouth universal feeding
bottles, latex bulbs, medicine droppers, plastic bottles, cotton swabs, cotton
gloves, pediatrics bottle baskets, stainless steel round baskets, sterile
cytological brushes, latex pacifiers, mom strips, cell chamber covers, glass
funnel, amber bottles special, canning lid, bottle with lid, frosted glass
bottles, germane laboratory bottles, cytological unit spray, syringe swab tube,
rack with pipe plastic, needle syringe, key step with Teflon, surgical tubes,
indicator paper, glass duck female and male urinary, white blood cells pipette,
sterile latex etc.
CUSTOMERS
The company's target market is the approximately 2,543 public and private
hospitals, and approximately 110,000 physicians throughout the region according
to United Nations Program of Development. 40.3% of all the population, including
hospitals and any type of care centers are located in the Metropolitan area of
Santiago where our company is located. Our other markets include pharmacies,
home based care centers and municipalities. Due to the isolated location of
Chile there is a shortage of importers from around the world especially with the
increasing demand for sophisticated diagnostic equipment and supplies.
At this time we had preliminary talks with potential clients: Hospital Claudio
Vicuna, Dr. Juan Villagran Garcia, Municipality of Puerto Montt, EquiLab LTDA,
and Santa Maria Clinic. All of them have specified to us the products that they
require on regular basis and we are going to include them in every one of our
orders. These clients have expressed interest in our product and verbally agreed
to give us the preference when ordering. However we did not execute any
agreement with these clients and they do not have any obligation to purchase our
product.
15
MARKETING
Initially, our main way of promoting our services will be by soliciting
prospective clients directly and describing our list of products and services.
Another way will be by arranging a meeting directly with the potential customer
thru referrals.
Once we have ordered our initial inventory of products based on the "wish list"
from our potential clients and more, we will be checking the following website
www.mercadopublico.cl to see the products requirements by future potential
clients. The website lists all the clinics and hospitals which are looking for
specific equipment and supplies; they put up their requests daily and the lists
remain online for the duration of 10-30 days being updated everyday. Once we
will have the product that is being listed, we then contact the customer to
negotiate the price, time frame, payment and delivery. Once we will complete the
order, we will try to arrange for future orders.
Another main communications channel will be the digital media via Internet. We
plan to promote our products at our website www.pnmedgroup.com. Our website will
list the benefits of using our products. We will print business cards and have
our website listed on it. The client will also be able to submit order requests,
view current orders online and/or contact us via email linked to our website or
call our company directly.
Furthermore, we plan to attend different fairs and trade shows to further
promote our business, hand out business cards, meet potential clients and
referrals.
At last, the best marketing of our business will be our low prices. We will
focus on sourcing our product from suppliers with high quality product and
competitive pricing. Involving no commission base agents we will take the
product straight from the factory to the buyer, keeping the prices low.
CUSTOMER SERVICE
We intend to follow-up on our previous orders to make sure everything worked out
well and our clients don't have any problems or concerns. We will offer same-
day delivery on a regular basis with no minimum order size and no shipping
charges. Customer order received by or before 10:30 am will be delivered same
day within a 100 miles radius. Within 30 miles radius, the order will be
delivered the same day if received by noon. At first, Mr. Niklitschek or the
secretary will use Pedro Niklitschek's car (2007 Suzuki) to deliver products.
Mr. Niklitschek will bill us $.25 per each km driven. When our operations expand
by March 2013 we plan on purchasing 2007-2009 Peugeot Partner (cost $12,000).
Returns of unused, saleable products will be accepted for an instant credit and
left in our inventory for resale to another client.
AGREEMENT
We have signed an agreement, dated February 25, 2012 with Kangtai Medical
Devices Co. who is located in China. The following are some of the terms of the
agreement:
a) Kangtai Medical Devices Co. offers us free shipping, discount prices
and a fast processing time.
b) PNMG have agreed to make an order from Kangtai Medical Devices Co. at
least once every 3 months and diligently promote their products.
c) Kangtai Medical Devices Co will act as our exclusive distributor of
manufacturer's medical devices throughout the territory of Chile.
d) Manufacturer agrees to furnish Distributor with reasonable quantities
of Manufacturer's catalogs, manuals, advertising literature and other
sales aids that may be available by Manufacturer.
16
With the expansion of the company we intend to find more variety of suppliers
and factories in other countries such as India, Philippines, Turkey, Poland, and
Kazakhstan.
PRICES AND PAYING
Chile has a free-trade agreement with China, so we will not need to pay any
duties on our products coming from there. It will take approximately 2-3 months
to receive our order. Our prices on products will have an additional Chilean
government obligatory 19% tax. Payments shall be made to one of our accounts
without any deductions.
Payments by Customer shall be due upon receipt of the invoice. Customer agrees
to make payment within 14 days. Upon the expiry of this deadline, Customers
shall be in default of payment.
COMPETITION
Our competition will include other distribution companies, importers, and agents
with the same or similar product list. However, the medical field grows rapidly
and there is a constant need for new and more sophisticated equipment as well as
more supplies. We expect competition to continue to intensify in the future.
Competitors include companies with a more substantial customer bases. There can
be no assurance that we can maintain a competitive position against current or
future competitors, particularly those with greater financial, marketing,
service, and support, technical and other resources. Our failure to maintain a
competitive position within the market could have a material adverse effect on
our business, financial condition and results of operations. There can be no
assurance that we will be able to compete successfully against current and
future competitors, and competitive pressures faced by us may have a material
adverse effect on our business, financial condition and results of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us, which could
cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees.
OFFICES
Our office is currently located at San Isidro 250, depto 618, Santiago, Chile,
8240400. Our telephone number is (569) 65922350. The office and storage space is
provided by our director is free of charge. We do not pay any rent to Mr.
Niklitschek and there is no agreement to pay any rent in the future.
Upon the completion of our offering, we intend to rent a bigger storage (approx.
150 sq. feet) in the center of Santiago. As of the date of this prospectus, we
have not sought or selected a new office sight and have no arrangement or lease
agreement for the bigger storage.
GOVERNMENT REGULATION
We do not believe that government regulation will have a material impact on the
way we conduct our business.
17
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and director are as
follows:
Name and Address of Executive
Officers and Director Age Position
--------------------- --- --------
Pedro Perez Niklitschek 27 President, Treasurer and Director
San Isidro 250, depto 618, Santiago
Chile, 8240400
Miguel Molina Urra
Santo Domingo 1325, depto 306, 28 Secretary
Santiago, Chile, 8240400
Pedro Perez Niklitschek has been our president since January 30, 2012. From 2003
to 2007 Mr. Niklitschek studied at University Gabriela Mistral, his major was in
commerce. Starting from 2008 till 2011 he worked full-time as a manager at a
distribution company GEPN technology, the company majors in the distribution of
heavy machinery and engineering equipment from China. From 2011 to present our
president still works part-time at GEPN technology and part time devotes to
starting up PNMG Inc.
Miguel Molina Urra, our secretary, studied at University of Chile, majored in
accounting from 2002 till 2006. From 2007 to present Mr. Urra works as a
financial accountant for Uvas Chile, Chilean wine company. In addition to his
full-time job he devotes 20 hours a week to PNMG Inc.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Mr. Niklitschek, who
does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exist which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
18
SIGNIFICANT EMPLOYEES
We have no employees. Our President, Pedro Perez Niklitschek, currently devotes
approximately twenty hours per week to company matters. As our business expands,
Mr. Niklitschek intends to devote as much time as the Board of Directors deems
necessary to manage the affairs of the company.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary (collectively,
the "Named Executive Officers") from inception on January 30, 2012 until March
31, 2012:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Pedro Perez January -0- -0- -0- -0- -0- -0- -0- -0-
Niklitschek, 30, 2012
President, to March
Treasurer 31, 2012
Miguel Molina January -0- -0- -0- -0- -0- -0- -0- -0-
Urra, 30, 2012
Secretary to March
31, 2012
There are no current employment agreements between the company and its officers.
Pedro Perez Niklitschek currently devotes approximately twenty hours per week to
manage the affairs of the Company. He has agreed to work with no remuneration
until such time as the company revenue will pass break-even point. At this time,
we cannot accurately estimate when break-even point will occur to implement this
compensation, or what the amount of the compensation will be.
Miguel Molina Urra currently devotes approximately twenty hours per week to
manage the affairs of the Company. He has agreed to work with no remuneration
until such time as the company revenue will pass break-even point. At this time,
we cannot accurately estimate when break-even point will occur to implement this
compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of March 31, 2012:
19
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Pedro Perez -0- -0- -0- -0- -0- -0- -0-
Niklitschek
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pedro Perez Niklitschek will not be paid for any underwriting services that he
performs on our behalf with respect to this offering.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of March 31, 2012 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Pedro Perez 5,000,000 shares 100%
Niklitschek of common stock
San Isidro 250, depto (director)
618, Santiago
Chile, 8240400
Miguel Molina Urra 0%
Santo Domingo 1325,
depto 306,
Santiago, Chile,
8240400
Director and Executive 5,000,000 shares 100%
officers as a group of common stock
(2 persons)
On March 31, 2012 there were 5,000,000 shares of our common stock issued and
outranging.
20
PLAN OF DISTRIBUTION
PNMG INC. has 5,000,000 shares of common stock issued and outstanding as of the
date of this prospectus. The Company is registering an additional of 5,000,000
shares of its common stock for sale at the price of $0.02 per share. There is no
arrangement to address the possible effect of the offering on the price of the
stock.
In connection with the Company's selling efforts in the offering, Pedro Perez
Niklitschek will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Pedro Perez Niklitschek is not subject to any statutory
disqualification, as that term is defined in Section 3(a)(39) of the Exchange
Act. Mr. Niklitschek will not be compensated in connection with his
participation in the offering by the payment of commissions or other
remuneration based either directly or indirectly on transactions in our
securities. Pedro Perez Niklitschek not, nor has he been within the past 12
months, a broker or dealer, and he is not, nor has he been within the past 12
months, an associated person of a broker or dealer. At the end of the offering,
Mr. Niklitschek will continue to primarily perform substantial duties for the
Company or on its behalf otherwise than in connection with transactions in
securities. Our president will not participate in selling an offering of
securities for any issuer more than once every 12 months other than in reliance
on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
PN Med Group Inc will receive all proceeds from the sale of the 5,000,000 shares
being offered. The price per share is fixed at $0.02 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved. However, sales by the
Company must be made at the fixed price of $0.02.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.02 per share.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which PN Med Group Inc has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
PN Med Group Inc will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states).
21
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of March 31, 2012 there were 5,000,000 shares of our
common stock issued and outstanding that was held by one registered stockholder
of record and no shares of preferred stock issued and outstanding.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have (i) equal
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; and (iii) are entitled to one non-cumulative vote per
share on all matters on which stock holders may vote. Please refer to the
Company's Articles of Incorporation, Bylaws and the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities of
holders of the Company's securities.
ANTI-TAKEOVER LAW
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over
the acquisition of a controlling interest in certain Nevada corporations unless
the articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the state of Nevada and that have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the state of Nevada; and does business in the state of Nevada
directly or through an affiliated corporation. Because of these conditions, the
statute does not apply to our company.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
DISCLOSURE OF COMMISSION POSITION REGARDING INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
22
LEGAL MATTERS
An opinion regarding the validity of the issuance of the shares of our common
stock offered hereby will be provided by Stepp Law Corporation. A copy of the
correspondence pursuant to which Stepp Law Corporation provides that opinion is
included as an exhibit to the registration statement of which this prospectus is
a part.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $50,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with PN Med Group
Inc. or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
EXPERTS
Silberstein Ungar, PLLC, our independent registered public accountant, has
audited our financial statements included in this prospectus and registration
statement to the extent and for the periods set forth in their audit report.
Silberstein Ungar, PLLC, has presented its report with respect to our audited
financial statements.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public through the SEC Internet
site at www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of PNMG Inc. for the period ended March 31, 2012, and
related notes, included in this prospectus have been audited by Silberstein
Ungar, PLLC, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.
23
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
MARCH 31, 2012
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of March 31, 2012 F-2
Statement of Operations for the period from
January 30, 2012 (Date of Inception) to March 31, 2012 F-3
Statement of Stockholder's Equity as of March 31, 2012 F-4
Statement of Cash Flows for the period from
January 30, 2012 (Date of Inception) to March 31, 2012 F-5
Notes to the Financial Statements F-6
24
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
PN Med Group Inc.
Santiago, Chile
We have audited the accompanying balance sheet of PN Med Group Inc. (the
"Company") as of March 31, 2012, and the related statements of operations,
stockholder's equity, and cash flows for the period from January 30, 2012 (Date
of Inception) through March 31, 2012. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PN Med Group Inc. as of March
31, 2012 and the results of its operations and its cash flows for the period
from January 30, 2012 (Date of Inception) through March 31, 2012 in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has limited working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these
matters are described in Note 8. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
----------------------------------
Bingham Farms, Michigan
April 27, 2012
F-1
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2012
2012
--------
ASSETS
Current Assets
Cash and cash equivalents $ 8,443
--------
Total Assets $ 8,443
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 4,500
Loans from shareholder 3,600
--------
Total Liabilities 8,100
--------
Stockholder's Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional paid in capital 0
Deficit accumulated during the development stage (4,657)
--------
Total Stockholder's Equity 343
--------
Total Liabilities and Stockholder's Equity $ 8,443
========
See accompanying notes to financial statements.
F-2
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 30, 2012 (INCEPTION) TO MARCH 31, 2012
Period from
January 30, 2012
(Inception) to
March 31,
2012
--------
REVENUES $ 0
--------
OPERATING EXPENSES
Professional fees 4,500
Bank fees 157
--------
TOTAL OPERATING EXPENSES 4,657
--------
LOSS FROM OPERATIONS (4,657)
PROVISION FOR INCOME TAXES 0
--------
NET LOSS $ (4,657)
========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.02)
========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 241,935
========
See accompanying notes to financial statements.
F-3
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JANUARY 30, 2012 (INCEPTION) TO MARCH 31, 2012
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholder's
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, January 30, 2012 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 5,000,000 5,000 -- -- 5,000
Net loss for the period ended
March 31, 2012 -- -- -- (4,657) (4,657)
--------- --------- --------- --------- ---------
Balance, March 31, 2012 5,000,000 $ 5,000 $ 0 $ (4,657) $ 343
========= ========= ========= ========= =========
See accompanying notes to financial statements.
F-4
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 30, 2012 (INCEPTION) TO MARCH 31, 2012
Period from
January 30, 2012
(Inception) to
March 31,
2012
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,657)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in assets and liabilities:
Increase in accrued expenses 4,500
--------
Net Cash Used in Operating Activities (157)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 5,000
Loans from shareholder 3,600
--------
Net Cash Provided by Financing Activities 8,600
--------
Net Increase in Cash 8,443
Cash, beginning of period 0
--------
Cash, end of period $ 8,443
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
PN Med Group Inc. (the "Company" or "PN Med") was incorporated under the laws of
the State of Nevada on January 30, 2012. The Company plans to distribute medical
supplies and equipment to municipalities, hospitals, pharmacies, care centers,
and clinics throughout the country of Chile.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a March 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $8,443 of cash
as of March 31, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents,
accrued expenses and amounts due to a shareholder. The carrying amount of these
financial instruments approximates fair value due either to length of maturity
or interest rates that approximate prevailing market rates unless otherwise
disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
F-6
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of March 31, 2012.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
PN Med does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company's results of operations, financial
position or cash flow.
NOTE 3 - ACCRUED EXPENSES
Accrued expenses at March 31, 2012 consisted of amounts owed to the Company's
outside independent auditors for services rendered for period reported on in
these financial statements.
NOTE 4 - LOAN FROM SHAREHOLDER
A shareholder and officer loaned $3,600 to the Company to open the bank account
and help fund operations. The loans are unsecured, non-interest bearing and due
on demand. The balance due to the shareholder and officer was $3,600 as of March
31, 2012.
NOTE 5 - CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On March 29, 2012, the Company issued 5,000,000 shares of common stock for cash
proceeds of $5,000 at $0.001 per share.
There were 5,000,000 shares of common stock issued and outstanding as of March
31, 2012.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
F-7
PN MED GROUP INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
NOTE 7 - INCOME TAXES
As of March 31, 2012, the Company had net operating loss carry forwards of
approximately $4,600 that may be available to reduce future years' taxable
income in varying amounts through 2032. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
2012
--------
Federal income tax benefit attributable to:
Current Operations $ 1,583
Less: valuation allowance (1,583)
--------
Net provision for Federal income taxes $ 0
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2012
--------
Deferred tax asset attributable to:
Net operating loss carryover $ 1,583
Less: valuation allowance (1,583)
--------
Net deferred tax asset $ 0
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $4,600 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of March 31,
2012. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to March 31, 2012 to the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-8
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
PN MED GROUP INC.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2012, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 20
Printing Expenses $ 200
Accounting Fees and Expenses $ 1,000
Auditor Fees and
Expenses $ 4,500
Legal Fees and Expenses $ 4,280
Transfer Agent Fees $ 0
-------
TOTAL $10,000
=======
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
PNMG Inc.'s bylaws allow for the indemnification of the officer and/or director
in regards each such person carrying out the duties of his or her office. The
Board of Directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he has met
the applicable standard of conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling PN Med Group Inc.,
we have been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On March 29, 2012, PNMG Inc. sold
5,000,000 shares of common stock to our president, Mr. Niklitschek, for a
purchase price of $0.001 per share, for aggregate offering proceeds of $5,000.
PN Med Group Inc. made the offer and sale in reliance on the exemption from
registration afforded by Section 4(2) to the Securities Act of 1933, as amended
(the "Securities Act"), on the basis that the securities were offered and sold
in a non-public offering to a "sophisticated investor" who had access to
registration-type information about the Company. No commission was paid in
connection with the sale of any securities and no general solicitations were
made to any person.
II-1
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Distribution Agreement
23.1 Consent of Legal Counsel (contained in exhibit 5.1) (2)
23.2 Consent of Silberstein Ungar, PLLC (3)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;
(b)To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration, by means of a post-effective amendment, any of
the securities being registered hereby that remains unsold at the termination of
the offering.
4. For determining liability of the undersigned Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, that in a
primary offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
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(b) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(c) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
(d) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our director, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our director,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our director, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the San Isidro 250, depot 618,
Santiago, Chile, 8240400 on May 8, 2012.
PN MED GROUP INC.
By: /s/ Pedro Perez Niklitschek
---------------------------------------
Name: Pedro Perez Niklitschek
Title: President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
By: /s/ Pedro Perez Niklitschek
---------------------------------------
Pedro Perez Niklitschek
Principal Executive Officer, Controller
Principal Financial Officer, Director
Dated: May 8, 2012
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Distribution Agreement
23.1 Consent of Legal Counsel (contained in exhibit 5.1) (2)
23.2 Consent of Silberstein Ungar, PLLC (3)