Nevada
|
2090
|
98-0377768
|
(State
or Other
Jurisdiction
of
Incorporation
or
Organization)
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
(I.R.S.
Employer
Identification
No.)
|
Randolf
W. Katz, Esq.
Bryan
Cave LLP
1900
Main Street, Suite 700
Irvine,
California 92614
(949)
223-7103 Telephone
(949)
223-7100 Facsimile
|
Heather
R. Badami, Esq.
Bryan
Cave LLP
700
Thirteenth Street NW
Washington,
DC 20005-3960
202/508-6000
Telephone
202/508-6200
Facsimile
|
Title
of Each Class of Securities To Be Registered
|
Amount
To Be Registered
|
Proposed
Maximum Offering Price Per Security (1)
|
Proposed
Maximum Aggregate Offering Price (1)
|
Amount
of Registration Fee
|
Common
Stock par value $.001 per share
|
3,889,745
|
$1.67
|
$6,495,874.15
|
-
|
Common
Stock, par value $.001 per share, underlying Common Stock Purchase
Warrants (2)
|
450,000
|
$0.90
|
$405,000.00
|
-
|
TOTAL
|
4,339,745
|
-
|
$6,900,874.15
|
$211.86
|
(1) |
Pursuant
to Rule 457(c), the maximum offering price for the common stock is
estimated solely for the purpose of calculating the registration
fee,
based upon the average of the high and low sales prices of the Common
Stock on the OTC Bulletin Board on April 26,
2007.
|
(2) |
In
accordance with Rule 416, the registrant is also registering hereunder
an
indeterminate number of shares of Common Stock that may be issued
and
resold to prevent dilution from stock splits, stock dividends and
similar
transactions.
|
Page
|
|
FORWARD-LOOKING
STATEMENTS
|
3
|
PROSPECTUS
SUMMARY
|
4
|
RISK
FACTORS
|
5
|
USE
OF PROCEEDS
|
9
|
DIVIDEND
POLICY
|
9
|
CAPITALIZATION | 10 |
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
10
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
|
11
|
BUSINESS
|
13
|
MANAGEMENT
|
17
|
EXECUTIVE
COMPENSATION
|
18
|
CERTAIN RELATIONSHIPS AND TRANSACTIONS AND CORPORATE GOVERNANCE | 22 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER
|
23
|
DESCRIPTION OF SECURITIES |
25
|
PLAN
OF DISTRIBUTION
|
28
|
LEGAL MATTERS |
29
|
EXPERTS |
29
|
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILIS |
29
|
WHERE YOU CAN FIND MORE INFORMATION |
29
|
Securities
offered
|
4,339,745
shares of common stock, including 450,000 shares underlying
warrants.
|
Common
stock outstanding
|
43,689,995
as of June 4, 2007.
|
Use
of proceeds
|
We
will not receive any of the proceeds from the sale of the shares
by the
selling stockholders. We
will pay all of the expenses of this offering, including, without
limitation, professional fees and registration fees.
|
Risk
factors
|
The
offering involves a high degree of risk. Please refer to “Risk Factors”
beginning on page 5 for a description of the risk factors you should
consider.
|
OTC
Bulletin Board symbol
|
AMNT
|
·
|
create
greater awareness of our brand;
|
·
|
identify
the most effective and efficient level of spending in each market,
media,
and specific media vehicle;
|
·
|
determine
the appropriate creative message and media mix for advertising, marketing,
and promotional expenditures;
|
·
|
manage
marketing costs (including creative and media) in order to maintain
acceptable customer acquisition costs;
|
·
|
select
the right market, media, and specific media vehicle in which to advertise;
and
|
·
|
convert
consumer inquiries into actual orders.
|
·
|
variations
in our quarterly operating results;
|
·
|
announcements
that our revenue or income/loss levels are below analysts’
expectations;
|
·
|
general
economic slowdowns;
|
·
|
changes
in market valuations of similar
companies;
|
·
|
announcements
by our competitors or us of significant contracts;
and
|
·
|
acquisitions,
strategic partnerships, joint ventures, or capital
commitments.
|
|
|
Shares
Authorized
|
|
Shares
Outstanding
|
|
Amount
|
|
|
Preferred
stock
|
|
20,000,000
|
|
—
|
|
—
|
|
|
Common
stock
|
|
100,000,000
|
|
43,427,024
|
|
$
|
43,427
|
|
Additional
paid-in capital
|
|
—
|
|
—
|
|
$
|
4,770,347
|
|
Accumulated
deficit
|
|
—
|
|
—
|
|
$
|
(1,865,77
|
)
|
Net
stockholders’ equity
|
|
—
|
|
—
|
|
$
|
2,947,999
|
Closing
Bid
|
||||||||||
High
|
Low
|
|||||||||
Fiscal Year 2007: | ||||||||||
Quarter
Ended December 31, 2006 (October 2 through October 24)
|
$
|
0.15
|
$
|
0.05
|
||||||
Quarter
Ended December 31, 2006 (October 27 through December 29)*
|
$
|
2.09
|
$
|
0.975
|
||||||
Quarter
Ended March 31, 2007
|
$
|
3.80
|
$
|
1.95
|
||||||
Quarter
Ended June 30, 2007 (through June 4, 2007)
|
$
|
— |
$
|
— |
Name
|
Age
|
Position
|
||
David
C. Skinner, Sr.
|
64
|
President,
Chief Executive Officer and Director
|
||
Troy
Treangen
|
39
|
Chief Operating
Officer
|
||
Dale
P. Paisley
|
65
|
Chief
Financial Officer
|
||
Donald
Alarie
|
51
|
Vice
President of Sales & Marketing
|
||
Martin
Silver
|
66
|
Chairman
of the Board
|
||
Alexander
Ngan
|
56
|
Director
|
||
Kenneth
Troyer
|
45
|
Director
|
||
Carlo
Varesco
|
74
|
Director
|
|
|
Annual
Compensation
|
|
||||
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
||
David
C. Skinner, Sr., President and Chief Executive Officer
|
|
|
2006
|
|
$
|
34,800
|
|
·
|
Initial
base salary of $180,000;
|
·
|
Annual
bonus determined by the Board of Directors in its sole
discretion;
|
·
|
Participation
in employee medical, health, pension, welfare, and insurance benefit
plans
as maintained by our company from time to time for the general
benefit of
its executive employees, as well as all other benefits and perquisites
as
are made generally available to our company’s executive
employees;
|
·
|
At
least three weeks annual vacation; and
|
·
|
Monthly
car allowance of $750.00 per
month.
|
·
|
Mr.
Skinner will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
·
|
Mr.
Skinner will be eligible to receive a severance payment based on
his
length of service, provided he signs a general release of all claims
in a
form approved by the Board of Directors; and
|
·
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive
Plan.
|
·
|
Mr.
Skinner will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
·
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive Plan; and
|
·
|
Mr.
Skinner may continue to participate in our company’s employee benefit
plans to the extent permitted by and in accordance with the terms
thereof
or as otherwise required by
law.
|
·
|
Initial
base salary of $130,000;
|
|
|
·
|
Annual
bonus determined by the Board of Directors in its sole
discretion;
|
|
|
·
|
Participation
in employee medical, health, pension, welfare, and insurance
benefit plans
as maintained by our company from time to time for the general
benefit of
its executive employees, as well as all other benefits and perquisites
as
are made generally available to our company’s executive
employees;
|
|
|
·
|
At
least three weeks annual vacation; and
|
|
|
·
|
A
moving allowance of $30,000 (reimbursable to us if Mr. Treangen
voluntarily leaves his employment with us on or before December
11,
2009.
|
·
|
Mr.
Treangen will receive payment of his base salary through and
including the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time
existing as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
|
|
·
|
Mr.
Treangen will be eligible to receive a severance payment based
on his
length of service, provided he signs a general release of all
claims in a
form approved by our company; and
|
|
|
·
|
The
options granted under the agreement will cease vesting on the
date of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the
terms and
conditions of the 2006 Incentive
Plan.
|
·
|
Mr.
Treangen will receive payment of his base salary through and
including the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time
existing as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
|
|
·
|
The
options granted under the agreement will cease vesting on the
date of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the
terms and
conditions of the 2006 Incentive Plan; and
|
|
|
·
|
Mr.
Treangen may continue to participate in our company’s employee benefit
plans to the extent permitted by and in accordance with the terms
thereof
or as otherwise required by
law.
|
·
|
Initial
base salary of $150,000; after six months the base salary will
increase to
$160,000 upon achievement of mutually agreed upon objectives with
our
chief executive officer;
|
·
|
Annual
bonus determined by the Board of Directors in its sole
discretion;
|
·
|
Participation
in employee medical, health, pension, welfare, and insurance benefit
plans
as maintained by our company from time to time for the general
benefit of
its executive employees, as well as all other benefits and perquisites
as
are made generally available to our company’s executive
employees;
|
·
|
At
least three weeks annual vacation; and
|
·
|
Monthly
car allowance of $650.00 per
month.
|
·
|
Mr.
Alarie will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
·
|
Mr.
Alarie will be eligible to receive a severance payment based on
his length
of service, provided he signs a general release of all claims in
a form
approved by our company; and
|
·
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive
Plan.
|
·
|
Mr.
Alarie will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for
the prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
·
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive Plan; and
|
·
|
Mr.
Alarie may continue to participate in our company’s employee benefit plans
to the extent permitted by and in accordance with the terms thereof
or as
otherwise required by law.
|
Name
and Address of Beneficial Owner
|
Amount
and
Nature
of
Beneficial
Ownership
|
Percent
of
Class
(1)
|
|||||
David
C. Skinner, Sr. (6)
|
8,437,500
|
(2)
|
19.3
|
%
|
|||
Troy
Treangen
|
28,065 | (3) |
*
|
||||
Martin
Silver (6)
|
6,000,000
|
(4)
|
13.7
|
%
|
|||
Alexander
Ngan
|
0
|
*
|
|||||
Carlo
Varesco
|
100,000
|
(10)
|
*
|
||||
Dale
Paisley
|
50,000
|
(11)
|
*
|
||||
Donald
Alarie
|
50,000
|
(12)
|
*
|
||||
Kenneth
Troyer (6) (7)
|
1,000,000
|
2.2
|
%
|
||||
Ronald
Sparkman (6) (8) (9)
|
4,910,960
|
11.2
|
%
|
||||
Shlomie
Stein (6)
|
3,800,000
|
(5)
|
8.7
|
%
|
|||
Current
directors and executive officers as a group (8 persons)
|
15,665,565
|
(13) |
35.7
|
%
|
(1)
|
Based
on 43,689,995 common shares issued and outstanding as of June 4,
2007.
|
(2)
|
Includes
5,200,000 shares held jointly by David C. Skinner, Sr. and his wife,
Kimberly Skinner; 2,200,000 shares held by the Kimberly Skinner and
David
C. Skinner, Sr. Family Trust, Kristine Coalson and Kimberly Skinner
co-trustees; 1,000,000 total shares held by the children of David
C.
Skinner, Sr. and Kimberly Skinner, with 125,000 shares each in the
name of
Jolene Skinner Haney, Darlene Skinner Smith, David C. Skinner, Jr.,
Kristine Skinner Coalson, Sanna V. Skinner, Justin Husted, Brittany
Stein,
and Kimberly Husted Skinner in trust for Lauren Stein; and 37,5000
shares
held by his wife, Kimberly Skinner, as to which shares Mr. Skinner
disclaims beneficial ownership
|
(3)
|
Includes
3,065 shares held by Mr. Treangen and 25,000 options to purchase
on
equivalent number of shares of our common stock, which options
vest on
June 11, 2007.
|
(4)
|
Held
jointly by Martin Silver and his wife, Madeline
Silver.
|
(5)
|
Includes
1,900,000 shares held by his wife, Rachelle
Stein, and 1,900,000 shares held by Regency Capital Management
LLC, a
company owned by him.
|
(6)
|
These
persons are party to a Stockholders Agreement dated October 27,
2006 that
restricts the voting and transfer right of our company’s 25,000,000 shares
held by them and the other signatories to the Stockholders Agreement,
except that (i) the 37,500 shares owned by each of Kimberly Skinner
and
Ronald Sparkman that were issued in connection with our purchase
of the
business and substantially all of the assets of Amish Co-op, Inc.,
and
(ii) the 73,460 shares that were purchased in the open market by
Mr.
Sparkman or his wife are not subject to or included in the Stockholder
Agreement. Pursuant to the Stockholders Agreement, no stockholder
may
transfer, sell or otherwise dispose of any shares of our company’s capital
stock, except to another stockholder. In addition, the Stockholders
Agreement grants David C. Skinner, Sr. an irrevocable proxy to
vote the
shares of our company’s capital stock subject to the Stockholders
Agreement as a single block in the manner directed by the stockholders
holding a majority of such shares. The Stockholders Agreement will
expire
on the earlier of the date on which the shares are traded on the
American
Stock Exchange or The Nasdaq Stock Market or (ii) the holders of
a
majority of shares subject to the Stockholders Agreement consent
to its
termination (which date cannot be prior to October 27, 2007). Messrs.
Skinner (our chief executive officer and a member of our board
of
directors), Silver (chairman of our board of directors), and Troyer
(a
member of our board of directors) control 33.6%, 24.0%, and 4.0%,
respectively, of the shares subject to the Stockholders Agreement.
The
other two former stockholders of Amish Pasta Company, Shlomie Stein
and
Ronald Sparkman, each control 19.2% of the shares subject to the
Stockholders Agreement.
|
(7)
|
Held
on behalf of The Amish Community
Trust.
|
(8)
|
Includes
4,839,130 shares held by Mr. Sparkman and 71,830 shares held by
his wife,
as to which shares Mr. Sparkman disclaims beneficial
ownership.
|
(9)
|
Pursuant
to a loan and security agreement, Mr. Sparkman has pledged 250,000
shares
to another stockholder of our company, the due date of which obligation
is
December 1, 2007. For purposes of this table, such shares are listed
as
owned by Mr. Sparkman.
|
(10)
|
100,000
options to purchase an equivalent number of shares of our common
stock,
which options vest on April 27,
2007.
|
(11)
|
50,000
options to purchase an equivalent number of shares of our common
stock.
|
(12)
|
50,000
options to purchase an equivalent number of shares of our common
stock.
|
(13)
|
Includes all shares and options referenced in footnotes 2, 3, 4, 10, 11, and 12, above. |
Selling
Stockholder
|
Number
of Shares Owned Before the Offering
|
Number
of Shares
Offered
|
Number
of Shares Owned After the Offering
|
Percentage
of Class of Shares After the Offering
|
||||
Bank
Sal.Oppenheim Jr. & Cie (Switzerland) Ltd. (1)
|
1,500,000
|
1,500,000
|
0
|
--
|
||||
Epsom
Investment Services N.V. (2)
|
600,000
|
600,000
|
0
|
--
|
||||
Peter
Lee (3)
|
750,000
|
750,000
|
0
|
--
|
||||
Yiu
Joe Cheung (4)
|
750,000
|
750,000
|
0
|
--
|
||||
John
C. Applegate
|
1,000
|
1,000
|
0
|
--
|
||||
Pamela
Arnold
|
16,762
|
16,762
|
0
|
--
|
||||
Jeffrey
L. Bronze
|
50,000
|
50,000
|
0
|
--
|
||||
Todd
L. Cole
|
50,000
|
50,000
|
0
|
--
|
||||
Tracey
Lee Cole
|
50,000
|
50,000
|
0
|
--
|
||||
E.D.L.
Investments, SA (5)
|
20,000
|
20,000
|
0
|
--
|
||||
Ernestine
Greenberger
|
1,000
|
1,000
|
0
|
--
|
||||
Lee
Harkavy
|
11,900
|
11,900
|
0
|
--
|
||||
Ronald
M. Harkavy
|
48,000
|
48,000
|
0
|
--
|
||||
Linda
Kaufmann, Trustee of Alfred O. Brehmer Trust
|
10,000
|
10,000
|
0
|
--
|
||||
Morris
J. Kriger
|
48,000
|
48,000
|
0
|
--
|
||||
Stuart
J. Lazarov
|
24,000
|
24,000
|
0
|
--
|
||||
Myron
Lewis
|
48,000
|
48,000
|
0
|
--
|
Lewis
Management Co. L.P. (6)
|
48,000
|
48,000
|
0
|
--
|
||||
Jerome
Makowsky
|
24,000
|
24,000
|
0
|
--
|
||||
Makowsky
Family Partnership, Ltd. (7)
|
12,000
|
12,000
|
0
|
--
|
||||
Cynthia
A. Parkison (8)
|
71,830
|
70,000
|
1,830
|
*
|
||||
Ringel,
Inc.
|
4,762
|
4,762
|
0
|
--
|
||||
James
M. Ringel
|
1,000
|
1,000
|
0
|
--
|
||||
Judith
Ringel
|
4,762
|
4,762
|
0
|
--
|
||||
Neil
E. Ringel
|
19,047
|
19,047
|
0
|
--
|
||||
Raymond
M. Shainberg
|
48,000
|
48,000
|
0
|
--
|
||||
David
Sparkman
|
4,762
|
4,762
|
0
|
--
|
||||
Keith
Wiig
|
20,000
|
20,000
|
0
|
--
|
||||
Steven
Wishnia
|
25,000
|
25,000
|
0
|
--
|
||||
Diane
E. Wolta
|
4,750
|
4,750
|
0
|
--
|
||||
Ronald
Sparkman (3) (8)
|
4,910,960
|
37,500
|
4,803,460
|
11.0%
|
||||
Kimberly
Skinner (9)
|
37,500
|
37,500
|
0
|
--
|
*
|
represents
less than 1%
|
(1)
|
Urs
Fricker is the person who has voting and investment
control over the shares listed in the table.
|
(2)
|
Includes
200,000 shares of common stock issuable upon the exercise of
warrants. David Craven is the person who has voting and
investment control over the shares listed in the
table.
|
(3)
|
Pursuant
to a loan and security agreement, Mr. Sparkman has pledged 250,000
shares
to Mr. Lee, the due date of which obligation is December 1, 2007.
For
purposes of this table, such shares are listed as owned by Mr.
Sparkman.
|
(4)
|
Includes
250,000 shares of common stock issuable upon the exercise of
warrants.
|
(5)
|
Claude
Roder is
the person who has voting and investment control over the shares
listed in
the table.
|
(6)
|
Myron
Lewis is
the person who has voting and investment control over the shares
listed in
the table.
|
(7)
|
Jerome
Makowsky is
the person who has voting and investment control over the shares
listed in
the table.
|
(8)
|
Includes
4,839,130 shares held by Mr. Sparkman and 71,830 shares held by Cynthia
A.
Parkinson, his wife, as to which shares Mr. Sparkman disclaims beneficial
ownership.
|
(9)
|
Does
no include any of the 8,400,000 shares referenced in footnote 2 to
the
principle stockholders table on page 22. Mrs. Skinner is the wife
of our
President and CEO, David C. Skinner, Sr. Mr. Skinner disclaims beneficial
ownership of the shares referenced in this
table.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
broker-dealers
may agree with the selling stockholder to sell a specified number
of such
shares at a stipulated price per share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
Financial
Statements
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Financial
Statements of Amish Pasta Company, Inc.
|
||
Balance
Sheet, September 30, 2006
|
F-2
|
|
Statement
of Operations For the Nine-Month Period from January 1, 2006 (Commencement
of Operations) to September 30, 2006
|
F-3
|
|
Statement
of Shareholders’ Deficit For the Nine-Month Period from January 1, 2006
(Commencement of Operations) to September 30, 2006
|
F-4
|
|
Statement
of Cash Flows For the Nine-Month Period from January 1, 2006 (Commencement
of Operations) to September 30, 2006
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
|
Financial
Statements of Amish Naturals, Inc.:
|
Balance
Sheet, March 31, 2007
|
F-17
|
|
Statement
of Operations For the Period from January 1, 2006 (Commencement
of
Operations) to March 31, 2006, For the Three-Month and Six-Month
Periods
Ended March 31, 2007 and For the Period from January 1, 2006 (Commencement
of Operations) to March 31, 2007
|
F-18
|
|
Statement
of Cash Flows For the Period from January 1, 2006 (Commencement
of
Operations) to March 31, 2006, For the Six-Month Period Ended March
31,
2007 and For the Period from January 1, 2006 (Commencement of Operations)
to March 31, 2007
|
F-19
|
Notes
to the Financial Statements
|
F-21
|
ASSETS
|
||||
|
|
|||
Current
assets:
|
|
|||
Cash
|
$
|
186,258
|
||
Total
current assets
|
186,258
|
|||
Property
and equipment
|
1,313,652
|
|||
Deposits
|
120
|
|||
|
||||
Total
assets
|
$
|
1,500,030
|
||
LIABILITIES
AND SHAREHOLDERS’ DEFICIT
|
||||
Current
liabilities:
|
||||
Accounts
payable - trade
|
$
|
100,580
|
||
Accrued
interest
|
29,835
|
|||
Advances
payable - related party
|
60,526
|
|||
Accrued
payroll taxes
|
9,101
|
|||
Note
payable
|
1,699,930
|
|||
Total
current liabilities
|
1,899,972
|
|||
|
||||
Commitments
and Contingencies
|
||||
|
||||
Shareholders’
deficit:
|
||||
Series
A convertible preferred , $0.001 par value, 20,000,000 shares authorized,
none issued
|
—
|
|||
Common
stock, $0.0001 par value, 100,000,000 shares authorized, 10,416,667
shares
issued and outstanding
|
1,042
|
|||
Additional
paid-in capital
|
58
|
|||
Deficit
accumulated during the development stage
|
(401,042
|
)
|
||
Total
shareholders’ deficit
|
(399,942
|
)
|
||
Total
liabilities and shareholders’ deficit
|
$
|
1,500,030
|
Operating
expenses:
|
|
|||
Marketing
|
$
|
175,214
|
||
General
and administrative
|
92,703
|
|||
Product
development
|
84,623
|
|||
Professional
fees
|
22,217
|
|||
Total
operating expenses
|
374,757
|
|||
Operating
loss
|
(374,757
|
)
|
||
Other
income (expense):
|
||||
Interest
income
|
3,550
|
|||
Interest
expense
|
(29,835
|
)
|
||
Total
other expense
|
(26,285
|
)
|
||
Net
loss
|
$
|
(401,042
|
)
|
|
Net
loss per common share - basic and diluted
|
$
|
(0.04
|
)
|
|
Weighted
average number of shares outstanding - basic and
diluted
|
10,416,667
|
Convertible
Preferred Stock
|
Common
Stock
|
Additional
Paid-In
|
Deficit
Accumulated
In
The Development
|
|||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Stock
issued for cash in January 2006 ($0.0001 per share)
|
—
|
—
|
10,416,667
|
$
|
1,042
|
$
|
58
|
—
|
$
|
1,100
|
||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
—
|
$
|
(401,042
|
)
|
(401,042
|
)
|
||||||||||||
Balance,
September 30, 2006
|
—
|
$
|
—
|
10,416,667
|
$
|
1,042
|
$
|
58
|
$
|
(401,042
|
)
|
$
|
(399,942
|
)
|
Cash
flows used in operating activities:
|
|
|||
Net
loss
|
$
|
(401,042
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
Advances
payable - related party
|
60,526
|
|||
Changes
in operating assets and liabilities:
|
||||
(Increase)
decrease in:
|
||||
Other
assets
|
(120
|
)
|
||
Increase
(decrease) in:
|
||||
Accounts
payable - trade
|
100,580
|
|||
Accrued
interest
|
29,835
|
|||
Accrued
payroll taxes
|
9,101
|
|||
Net
cash used in operating activities
|
(201,120
|
)
|
||
Cash
flows used in investing activities:
|
||||
Purchase
of equipment
|
(1,313,652
|
)
|
||
Net
cash used in investing activities
|
(1,313,652
|
)
|
||
Cash
flows provided by financing activities:
|
||||
Proceeds
from issuance of common stock
|
1,100
|
|||
Proceeds
from issuance of notes payable
|
1,699,930
|
|||
Net
cash provided by financing activities
|
1,701,030
|
|||
Net
increase in cash
|
186,258
|
|||
Cash
- beginning of period
|
—
|
|||
Cash
- end of period
|
$
|
186,258
|
Supplemental
Disclosure of Cash Flow Information
|
|
|||
|
|
|||
Interest
paid
|
$
|
—
|
||
Income
taxes paid
|
$
|
—
|
Office
equipment
|
|
|
3
to 5 years
|
|
Machinery
and equipment
|
|
|
5
to 15 years
|
|
Buildings
and improvements
|
|
|
20
years
|
|
Buildings
and improvements
|
$
|
312,202
|
||
Office
equipment
|
19,031
|
|||
Equipment
|
982,419
|
|||
Total
property and equipment
|
$
|
1,313,652
|
Note
payable, due December 31, 2006, interest at 5% per annum, with property
and equipment with a book value of $1,313,652 pledged as
collateral
|
$
|
1,699,930
|
Deferred
tax assets:
|
|
|||
Net operating loss carryforward
|
$
|
136,354
|
||
Valuation allowance
|
(136,354
|
)
|
||
Net
deferred tax assets
|
$
|
—
|
Tax
benefit at U.S. statutory rate
|
(34.0
|
)% | ||
Change
in valuation allowance
|
34.0
|
%
|
||
Effective
income tax rate
|
—
|
%
|
2007
|
$
|
16,200
|
||
2008
|
16,200
|
|||
2009
|
16,200
|
|||
2010
|
16,200
|
|||
2011
and after
|
5,400
|
|||
Total
minimum lease payments
|
$
|
70,200
|
Marketing
plan
|
$
|
53,500
|
||
Rent
|
5,150
|
|||
Equipment
|
1,360
|
|||
Travel
expenses
|
516
|
|||
Total
|
$
|
60,526
|
|
Historical
|
Pro
Forma Adjustments
|
Pro
Forma
Balance
|
|||||||
Cash
|
$
|
186,258
|
$
|
675,070
|
$
|
861,328
|
||||
Property
and equipment
|
1,313,652
|
—
|
1,313,652
|
|||||||
Other
assets
|
120
|
—
|
120
|
|||||||
Total
assets
|
$
|
1,500,030
|
$
|
675,070
|
$
|
2,175,100
|
||||
|
||||||||||
Accounts
payable
|
$
|
100,580
|
—
|
$
|
100,580
|
|||||
Advances
payable — related party
|
60,526
|
—
|
60,526
|
|||||||
Accrued
interest
|
29,835
|
—
|
29,835
|
|||||||
Accrued
payroll taxes
|
9,101
|
—
|
9,101
|
|||||||
Note
payable
|
1,699,930
|
$
|
(1,699,930
|
)
|
—
|
|||||
Total
liabilities
|
1,899,972
|
(1,699,930
|
)
|
200,042
|
||||||
|
||||||||||
Common
stock
|
1,042
|
40,858
|
41,900
|
|||||||
Additional
paid-in capital
|
58
|
2,334,142
|
2,334,200
|
|||||||
Deficit
accumulated during the
|
||||||||||
development
stage
|
(401,042
|
)
|
—
|
(401,042
|
)
|
|||||
Total
shareholders’ equity
|
||||||||||
(deficit)
|
(399,942
|
)
|
2,375,000
|
1,975,058
|
||||||
|
||||||||||
Total
liabilities and
|
||||||||||
shareholders’
equity
|
||||||||||
(deficit)
|
$
|
1,500,030
|
$
|
675,070
|
$
|
2,175,100
|
Cash:
|
|
|||
Proceeds
from unit sales
|
$
|
2,610,000
|
||
Redemption
of FII common shares
|
(235,000
|
)
|
||
Repayment
of note payable
|
(1,699,930
|
)
|
||
Net
increase in cash
|
$
|
675,070
|
||
|
||||
Note
payable:
|
||||
Repayment
from offering proceeds
|
$
|
(1,699,930
|
)
|
|
|
||||
Common
stock:
|
||||
Shares
issued in sale of units
|
$
|
2,900
|
||
Outstanding
shares of FII
|
25,200
|
|||
Redemption
of FII shares
|
(11,200
|
)
|
||
Change
in par value
|
23,958
|
|||
Net
increase in common stock
|
$
|
40,858
|
||
|
||||
Additional
paid-in capital:
|
||||
Sale
of units
|
$
|
2,607,100
|
||
Outstanding
shares of FII
|
(25,200
|
)
|
||
Redemption
of FII shares
|
(223,800
|
)
|
||
Change
in par value of common shares
|
(23,958
|
)
|
||
Net
increase in additional paid-in capital
|
$
|
2,334,142
|
10,416,667
|
||||
Shares
issued in unit offering
|
2,900,000
|
|||
FII
shares outstanding
|
25,200,000
|
|||
Redemption
and retirement of FII prior major
|
||||
shareholders’
shares
|
(11,200,000
|
)
|
||
Additional
shares issued to Company shareholders
|
14,583,333
|
|||
Pro
forma shares outstanding
|
41,900,000
|
|||
|
||||
Pro
forma loss per share for the nine-month
|
||||
Period
from January 1, 2006 (commencement of operations)
|
||||
to
September 30, 2006
|
$
|
(0.01
|
)
|
Current
assets:
|
||||
Cash
|
$
|
1,003,448
|
||
Inventory
|
282,856
|
|||
Total
current assets
|
1,286,304
|
|||
Property
and equipment, net of accumulated depreciation of $17,698
|
2,384,428
|
|||
Deposits
|
138
|
|||
Total
assets
|
$
|
3,670,870
|
Current
liabilities:
|
||||
Accounts
payable - trade
|
$
|
357,206
|
||
Accrued
interest on note payable
|
5,139
|
|||
Advances
payable - related party
|
60,526
|
|||
Note
payable
|
300,000
|
|||
Total
current liabilities
|
722,871
|
|||
Commitments
and contingencies
|
||||
Shareholders'
deficit:
|
||||
Series
A convertible preferred, $0.001 par value, 20,000,000 shares
authorized,
none issued
|
-
|
|||
Common
stock, $0.001 par value, 100,000,000 shares authorized, 43,427,024
shares
issued and outstanding
|
43,427
|
|||
Additional
paid-in capital
|
4,770,347
|
|||
Deficit
accumulated during the development stage
|
(1,865,775
|
)
|
||
Total
shareholders' equity
|
2,947,999
|
|||
Total
liabilities and shareholders' equity
|
$
|
3,670,870
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2006
|
For
the
Six-Month
Period
Ended
March
31, 2007
|
For
the
Six-Month
Period
Ended
March
31, 2007
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2007
|
||||||||||
Operating
expenses:
|
|||||||||||||
Marketing
|
-
|
$
|
151,627
|
$
|
255,301
|
$
|
430,516
|
||||||
General
and administrative
|
$
|
5,439
|
454,780
|
676,506
|
769,209
|
||||||||
Product
development
|
-
|
(7,355
|
)
|
129,012
|
213,635
|
||||||||
Professional
fees
|
-
|
43,474
|
181,304
|
203,521
|
|||||||||
Stock-based
charges
|
-
|
136,092
|
226,819
|
226,819
|
|||||||||
Total
operating expenses
|
5,439
|
778,618
|
1,468,942
|
1,843,700
|
|||||||||
Operating
loss
|
(5,439
|
)
|
(778,618
|
)
|
(1,468,942
|
)
|
(1,843,700
|
)
|
|||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
-
|
6,552
|
9,349
|
12,899
|
|||||||||
Interest
expense
|
-
|
(5,139
|
)
|
(5,139
|
)
|
(34,974
|
)
|
||||||
Total
other expense
|
-
|
1,413
|
4,210
|
(22,075
|
)
|
||||||||
Net
loss
|
$
|
(5,439
|
)
|
$
|
(777,205
|
)
|
$
|
(1,464,732
|
)
|
$
|
(1,865,775
|
)
|
|
Net
loss per common share - basic and diluted
|
$
|
-
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
$
|
(0.07
|
)
|
||
Weighted
average number of shares outstanding - basic and
diluted
|
10,416,667
|
42,984,263
|
36,925,062
|
27,981,265
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2006
|
For
the
Six-Month
Period
Ended
March
31, 2007
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2007
|
||||||||
Cash
flows used in operating activities:
|
||||||||||
Net
loss
|
$
|
(5,439
|
)
|
$
|
(1,464,732
|
)
|
$
|
(1,865,775
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Depreciation
|
-
|
17,698
|
17,698
|
|||||||
Stock-based
charges
|
-
|
226,819
|
226,819
|
|||||||
Advances
payable - related party
|
-
|
-
|
60,526
|
|||||||
Accrued
interest cancelled in exchange for shares
|
-
|
-
|
29,835
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Increase
(decrease) in:
|
||||||||||
Inventory
|
-
|
(282,856
|
)
|
(282,856
|
)
|
|||||
Accounts
payable - trade
|
341,546
|
256,625
|
357,206
|
|||||||
Accrued
payroll taxes
|
-
|
(9,101
|
)
|
-
|
||||||
Accrued
interest
|
-
|
5,139
|
5,139
|
|||||||
Net
cash used in operating activities
|
336,107
|
(1,250,408
|
)
|
(1,451,408
|
)
|
|||||
Cash
flows used in investing activities:
|
||||||||||
Purchase
of equipment
|
(759,934
|
)
|
(1,088,474
|
)
|
(2,402,126
|
)
|
||||
Deposits
|
-
|
(18
|
)
|
(138
|
)
|
|||||
Net
cash used in investing activities
|
(759,934
|
)
|
(1,088,492
|
)
|
(2,402,264
|
)
|
||||
Cash
flows provided by financing activities:
|
||||||||||
Proceeds
from issuance of common stock
|
5,679
|
4,005,822
|
4,006,922
|
|||||||
Proceeds
from issuance of notes payable
|
600,000
|
300,000
|
1,999,930
|
|||||||
Redemption
of common shares
|
-
|
(249,782
|
)
|
(249,782
|
)
|
|||||
Proceeds
from exercise of warrants
|
-
|
799,980
|
799,980
|
|||||||
Repayment
of notes payable
|
-
|
(1,699,930
|
)
|
(1,699,930
|
)
|
|||||
Net
cash provided by financing activities
|
605,679
|
3,156,090
|
4,857,120
|
|||||||
Net
increase in cash
|
181,852
|
817,190
|
1,003,448
|
|||||||
Cash
- beginning of period
|
-
|
186,258
|
-
|
|||||||
Cash
- end of period
|
$
|
181,852
|
$
|
1,003,448
|
$
|
1,003,448
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2006
|
For
the
Six-Month
Period
Ended
March
31, 2007
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
March
31, 2007
|
||||||||
Supplemental
Disclosure of Cash Flow Information
|
||||||||||
Interest
paid
|
-
|
-
|
||||||||
Income
taxes paid
|
-
|
-
|
1.
|
Description
of Business
|
2.
|
Summary
of Significant Accounting
Policies
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
Finished
goods
|
$
|
170,726
|
||
Raw
materials
|
112,130
|
|||
Total
inventory
|
$
|
282,856
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
3.
|
Property
and Equipment
|
Buildings
and improvements
|
$
|
312,202
|
||
Office
equipment
|
65,472
|
|||
Equipment
|
2,024,452
|
|||
Total
property and equipment
|
2,402,126
|
|||
Less:
accumulated depreciation
|
(17,698
|
)
|
||
Total
property and equipment
|
$
|
2,384,428
|
4.
|
Note
Payable
|
5.
|
Contingencies,
Risks, Uncertainties, Managements Plan and
Concentrations
|
5.
|
Contingencies,
Risks, Uncertainties, Managements Plan and Concentrations,
Continued
|
2008
|
$
|
113,200
|
||
2009
|
16,200
|
|||
2010
|
16,200
|
|||
2011
|
15,000
|
|||
Total
minimum lease payments
|
$
|
160,600
|
6.
|
Equity
Transactions
|
7.
|
Share-Based
Payment
|
For
the
Six-Month
Period
Ended
March
31, 2007
|
For
the
Period
From
January
1, 2006,
(Commencement
of
Operations)
to
March
31, 2007
|
|||
Risk-free
interest rate
|
4.23%
to 4.35%
|
4.23%
to 4.35%
|
||
Expected
volatility of common stock
|
68%
to 98%
|
68%
to 98%
|
||
Dividend
yield
|
$0.00
|
$0.00
|
||
Expected
life of options
|
5
years
|
5
years
|
||
Weighted
average fair market value of options granted
|
$0.65
|
$0.65
|
8.
|
Related
Party
Transactions
|
Marketing
plan
|
$
|
53,500
|
||
Rent
|
5,150
|
|||
Equipment
|
1,360
|
|||
Travel
expenses
|
516
|
|||
Total
|
$
|
60,526
|
9.
|
Subsequent
Events
|
Registration
fee
|
$
|
209.93
|
||
Printing
expenses
|
$
|
10,000.00
|
||
Accounting
fees and expenses
|
$
|
20,000.00
|
||
Legal
fees and expenses
|
$
|
25,000.00
|
||
Registrar’s
and transfer agent’s fees
|
$
|
500.00
|
||
Miscellaneous
|
$
|
1,000.00
|
||
Total
|
$
|
56,709.93
|
||
*
|
The
selling stockholders will pay any sales commissions or underwriting
discounts incurred in connection with the sale of shares registered
hereunder.
|
Exhibit
Number
|
Description
|
2.1
|
Agreement
and Plan of Merger by and among FII International, Inc., Amish Pasta
Company, Inc., and APC Acquisition Corp., dated October 27, 2006
(incorporated by reference to Exhibit 2.1 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
3.1
|
Corporate
Charter (incorporated by reference to Exhibit 3.1 to FII’s Registration
Statement on Form SB-2, filed on August 15, 2002)
|
3.2
|
Articles
of Incorporation (incorporated by reference to FII’s Registration
Statement on Form SB-2, filed August 15, 2002)
|
3.3
|
Certificate
of Amendment to Articles of Incorporation as filed with the Secretary
of
State of the State of Nevada on October 30, 2006 (incorporated by
reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
3.4
|
Certificate
of Change in number of authorized shares as filed with the Secretary
of
State of the State of Nevada on October 30, 2006 (incorporated by
reference to Exhibit 3.4 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
3.5
|
Articles
of Merger as filed with the Secretary of State of the State of Nevada
on
October 30, 2006 (incorporated by reference to Exhibit 3.5 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
3.6
|
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.6 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
4.1
|
Form
of Common Stock Certificate
|
4.2
|
Form
of Warrant granted in October 2006
|
5.1*
|
Opinion
of Bryan Cave LLP (to be filed by
amendment)
|
10.1
|
Lease
and Purchase Option Agreement between David C. Skinner, Sr., and
Ronald
Sparkman and Amish Pasta Company, dated October 27, 2006 (incorporated
by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
10.2
|
Assignment
of Lease and Purchase Agreement between David C. Skinner, Sr., and
Ronald
Sparkman and Amish Pasta Company, dated October 27, 2006 (incorporated
by
reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
10.3
|
Employment
Agreement with David C. Skinner, Sr., dated as of October 27, 2006
(incorporated by reference to Exhibit 10.3 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
10.4
|
Employment
Agreement with Donald G. Alarie, dated as of October 27, 2006
(incorporated by reference to Exhibit 10.4 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
10.5
|
Consulting
Agreement with Dale Paisley, dated as of October 27, 2006 (incorporated
by
reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
10.5a
|
Consulting
Agreement with Dale Paisley, dated as of January 1,
2007
|
10.6
|
2006
Incentive Plan (incorporated by reference to Exhibit 10.6 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
10.7
|
Form
of Nonqualified Stock Option Award Agreement under the 2006 Incentive
Plan
(incorporated by reference to Exhibit 10.7 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
10.8
|
Agreement
with Natural Specialty Sales, LLC (incorporated by reference to Exhibit
10.8 of the Registrant’s Quarterly Report on Form 10-QSB for the period
ended December 31, 2006, as filed on February 16, 2007) [Confidential
treatment was requested for section 9 of such Agreement, when
filed]
|
10.9
|
Asset
Purchase Agreement, dated April 2, 2007, by and among Amish Co-op,
Inc.,
Ronald Sparkman, Kimberly A. Skinner, and Amish Natural Sub,
Inc.
|
10.9a
|
Addendum
to Asset Purchase Agreement, dated April 2, 2007, by and among
Amish
Co-op, Inc., Ronald Sparkman, Kimberly A. Skinner, Amish Natural
Sub,
Inc., and in respect of Section 1 thereof, the
registrant.
|
10.10 |
Employment
agreement with Troy Treangen, dated as of December 11,
2007
|
23.1*
|
Consent
of Kelly & Company
|
23.2*
|
Consent
of Bryan Cave LLP (to be filed by amendment)
|
24.1
|
Power
of Attorney (included in signature page)
|
Signature
|
Title
|
Date
|
||
/s/
David C. Skinner, Sr.
|
President,
Chief Executive Officer, and Director (principal executive
officer)
|
June
5, 2007
|
||
David
C. Skinner, Sr.
|
||||
/s/
Dale P. Paisley, by David C. Skinner, Sr.
attorney-in-fact
|
Chief
Financial Officer (principal financial officer and principal
accounting officer)
|
June
5, 2007
|
||
Dale
P. Paisley
|
||||
/s/
Martin Silver, by David C. Skinner, Sr.
attorney-in-fact
|
Chairman
of the Board
|
June
5, 2007
|
||
Martin
Silver
|
||||
/s/
Kenneth Troyer, by David C. Skinner, Sr.
attorney-in-fact
|
Director
|
June
5, 2007
|
||
Kenneth
Troyer
|
||||
|
Director
|
June
5, 2007
|
||
Carlo
Varesco
|
||||
/s/
Alexander Ngan, by David C. Skinner, Sr. attorney-in-fact
|
Director
|
June
5, 2007
|
||
Alexander
Ngan
|
Exhibit
Number
|
Description
|
5.1
|
Opinion of Bryan Cave LLP |
10.10
|
Employment Agreement with Troy Treangen, dated December 11, 2007 |
23.1
|
Consent
of Kelly & Company
|
23.2
|
Consent
of Bryan Cave LLP (included in Exhibit
5.1)
|