As Filed With the Securities and Exchange Commission on December 19, 2007
Registration No. 333-______
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EURO TREND INC
(Exact name of Registrant as specified in its charter)
NEVADA 5136-28 98-0530147
(State or Other Jurisdiction of (Standard Industrial (IRS Employer
Incorporation or Organization) Classification) Identification Number)
Peter O'Brien, President
13 Falcon Hill
Lovers Walk Tivoli, Cork, Ireland
Telephone: 00-353-862-44-5850
Facsimile (US): 773 364 9532
Facsimile (Ireland): 353-21-421-1110
(Name and address of principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada, 89511
Telephone: 608-827-5300
Facsimile: 608-827-5501
(Name, address and telephone number of agent for service)
Approximate date of commencement of Proposed sale to the public: as soon as
practicable after the effective date of this Registration Statement.
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, 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 amendment 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 amendment 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,check
the following. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share(1) Price(2) Fee(2)
- --------------------------------------------------------------------------------
Common Stock 1,812,500 $0.15 $271,875 $8.35
================================================================================
(1) More than the last sales price on August 20, 2007
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under 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.
================================================================================
SUBJECT TO COMPLETION, DATED DECEMBER 19, 2007
PROSPECTUS
Euro Trend INC.
1,812,500 SHARES OF COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
The purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "risk factors" on pages 4-7.
The information in this prospectus is not complete and may be changed. We may
not sell these securities 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.
The selling shareholders will sell our shares at $0.15 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, which is above the price of the last sale of our common stock to
investors.
Neither the Securities and Exchange Commission 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 Date Of This Prospectus Is December 19, 2007
TABLE OF CONTENTS
PAGE
----
SUMMARY ................................................................. 3
RISK FACTORS ............................................................ 4
FORWARD LOOKING STATEMENTS .............................................. 7
USE OF PROCEEDS ......................................................... 7
DETERMINATION OF OFFERING PRICE ......................................... 7
DILUTION ................................................................ 7
SELLING SHAREHOLDERS .................................................... 7
PLAN OF DISTRIBUTION .................................................... 10
LEGAL PROCEEDINGS ....................................................... 12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............. 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........... 13
DESCRIPTION OF SECURITIES ............................................... 13
INTEREST OF NAMED EXPERTS AND COUNSEL ................................... 14
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES .............................................. 15
ORGANIZATION WITHIN LAST FIVE YEARS ..................................... 15
DESCRIPTION OF BUSINESS ................................................. 15
PLAN OF OPERATION ...................................................... 19
DESCRIPTION OF PROPERTY ................................................. 21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................... 21
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ................ 21
EXECUTIVE COMPENSATION .................................................. 23
FINANCIAL STATEMENTS .................................................... 23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ........................... 25
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We intend to commence business operations by distributing high-end European made
designer clothing in mass wholesale and retail markets throughout Western
Europe, Canada and the United States of America. To date, we have not had any
business operations other than the execution of a marketing and sales
distribution agreement with our supplier, Suits Distributor Ireland Limited. We
cannot state with certainty whether we will achieve profitability.
We were incorporated on March 27, 2007 under the laws of the state of Nevada.
Our principal offices are located at 13 Falcon Hill, Lovers Walk Tivoli, Cork,
Ireland. Our telephone number is 353-862-44-5850
THE OFFERING:
SECURITIES BEING OFFERED Up to 1,812,500 shares of common stock.
OFFERING PRICE The selling shareholders will sell our shares at
$0.15 per share until our shares are quoted on
the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated
prices. We determined this offering price
arbitrarily, which is above the price of the last
sale of our common stock to investors.
TERMS OF THE OFFERING The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
TERMINATION OF THE OFFERING The offering will conclude when all of the
1,812,500 shares of common stock have been sold
or we, in our sole discretion, decide to
terminate the registration of the shares. We may
decide to terminate the registration if it is no
longer necessary due to the operation of the
resale provisions of Rule 144. We may also
terminate the offering for no given reason
whatsoever. In any event, the offering shall be
terminated within two years from the effective
date of this registration statement.
SECURITIES ISSUED
AND TO BE ISSUED 6,625,000 shares of our common stock are issued
and outstanding as of the date of this
prospectus. All of the common stock to be sold
under this prospectus will be sold by existing
shareholders.
USE OF PROCEEDS We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
3
SUMMARY FINANCIAL INFORMATION
Balance Sheet October 31, 2007
------------- ----------------
Cash $17,540
Total Assets $17,540
Liabilities $ 528
Total Stockholders' Equity $17,012
Statement of Loss and Deficit $ 5,588
From incorporation on
March 27, 2007 to
October 31, 2007
----------------
Revenue $ 0
Net Loss $ 5,588
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 could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.
Our business plan calls for ongoing expenses in connection with the marketing
and sales of European designer clothing. We have not generated any revenue from
operations to date.
While at October 31, 2007, we had cash on hand of $17,540, we have accumulated a
deficit of $5,588 in business development and administrative expenses. At this
rate, we expect that we will only be able to continue operations for
approximately six months without additional funding. We anticipate that
additional funding will be needed for general administrative expenses and
marketing costs.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds recently available to us is through the sale of additional shares
of common stock or advances from our sole director.
BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
4
We were incorporated on March 27, 2007 and to date have been involved primarily
in organizational activities. We have not earned revenues as of the date of this
prospectus and have incurred total losses of $5,588 from our incorporation on
March 27, 2007 to October 31, 2007.
Accordingly, you cannot evaluate our business, and therefore our future
prospects, due to a lack of operating history. To date, our business development
activities have consisted solely of negotiating and executing a marketing and
sales distribution agreement with Suits Distributor Ireland Limited, a private
Ireland company that manufactures high-end clothing in Ireland. Potential
investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure of such enterprises. In
addition, there is no guarantee that we will be able to expand our business
operations. Even if we expand our operations, at present, we do not know
precisely when this will occur.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
Our business condition raises substantial doubt as to our continuance. To date,
we have completed only part of our business plan and we can provide no assurance
that we will be able to generate enough revenue from our sales in order to
achieve profitability. It is not possible at this time for us to predict with
assurance the potential success of our business
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
an investor's shares.
BECAUSE OUR DIRECTOR AND OFFICER OWNS 45.28% OF OUR OUTSTANDING COMMON STOCK, HE
WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Mr. O'Brien, our director and officer, owns approximately 45.28% of the
outstanding shares of our common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations and the
sale of all or substantially all of our assets, and also the power to prevent or
cause a change in control. The interests of Mr. O'Brien may differ from the
interests of the other stockholders and may result in corporate decisions that
are disadvantageous to other shareholders.
BECAUSE OUR SOLE DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Peter O'Brien, devotes approximately 30% of his business time to
our affairs. It is possible that the demands on Mr. O'Brien from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business in which case, our
business may suffer.
5
U.S. INVESTORS MAY FIND IT DIFFICULT TO TAKE LEGAL ACTION AND TO ENFORCE U.S.
FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS SOLE, NON-U.S. RESIDENT
OFFICER AND DIRECTOR.
Our sole director and officer, Peter O'Brien is not a resident of the United
States. In addition, our offices and assets are located outside of the United
States. Consequently, U.S. investors may find it difficulties to take legal
action and to enforce United States federal securities laws against the company
and its sole non-U.S. resident officer and director.
BECAUSE OUR SOLE DIRECTOR HAS LIMITED KNOWLEDGE IN HIGH-END FASHION CLOTHING
INDUSTRY, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our director has limited knowledge in high-end fashion clothing industry. As a
result, he may not be able to recognize and take advantage of potential
opportunities in the sector without the aid of fashion consultants and consumer
marketing research of fashion trends in the market. As a result, our business
may suffer and may fail due to our director's lack of experience in high-end
fashion clothing industry.
IF WE ARE NOT ABLE TO EFFECTIVELY RESPOND TO COMPETITION, OUR BUSINESS MAY FAIL
We compete with many local, regional and national clothing distributors and
retailers. Most of our competitors have greater financial resources and may be
able to withstand sales or price decreases better than we can. We also expect to
continue to face competition from new market entrants. We may be unable to
continue to compete effectively with these existing or new competitors, which
could have a material adverse effect on our financial condition and results of
operations. Our inability to achieve profit and revenue due to competition will
have an adverse effect on our business, financial condition and results of
operations.
WE ARE DEPENDENT ON ONE SINGLE SUPPLIER FOR ALL OUR PRODUCT PURCHASES. IF WE
LOSE THE BUSINESS OF OUR SUPPLIER, AND ARE UNABLE TO FIND A NEW SUITABLE
SUPPLIER IN TIMELY FASHION, OUR BUSINESS MAY FAIL
Given that we are dependent on all our product purchases on Suits Distributor
Ireland Limited, a manufacturer of high-end fashion clothing in Ireland, we may
suffer an interruption in our business activity and even business failure if we
lose the business of Suits Distributor Ireland Limited and are unable to find a
new suitable supplier in timely fashion.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the Over The Counter Bulletin Board upon the effectiveness
of the registration statement, of which this prospectus forms a part. However,
we can provide investors with no assurance that our shares will be traded on the
Bulletin Board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
6
A PURCHASER IS PURCHASING PENNY STOCK, WHICH LIMITS THE ABILITY TO SELL THE
STOCK.
The shares offered by this prospectus constitute penny stock under the
Securities Exchange Act of 1934. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to Rules 15g-1 through 15g-10 of the
Securities Exchange Act of 1934. Rather than creating a need to comply with
those rules, some broker-dealers will refuse to attempt to sell penny stock.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.15 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, which is above the price of the last sale of our common stock to
investors.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,812,500 shares of common stock offered through this prospectus. The term
"Selling shareholders" includes the selling shareholders and their transferees,
pledges, donees, or their successors. We will file a prospectus supplement to
name successors to any named selling shareholders who are able to use prospectus
to resell the securities.
These shares were acquired from us in private placements that were exempt from
registration under Regulation S of the Securities Act of 1933. The shares
include the following:
7
1. 2,100,000 shares at $0.001 per share of our common stock that the
selling shareholders acquired from us in an offering that was exempt
from registration under Regulation S of the Securities Act of 1933 and
was completed on May 23, 2007;
2. 1,500,000 shares at $0.01 per share of our common stock that the
selling shareholders acquired from us in an offering that was exempt
from registration under Regulation S of the Securities Act of 1933 and
was completed on August 10, 2007;
3. 25,000 shares at $0.10 per share of our common stock that the selling
shareholders acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933 and was
completed on August 20, 2007.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number
of Shares to Total Shares Percentage of
be Offered for to be Owned Shares Owned
Shares Owned Selling Upon Completion Upon Completion
Name of Prior To This Shareholder of This of This
Selling Stockholder Offering Account Offering Offering
- ------------------- -------- ------- -------- --------
Eva O'Brien 300,000 150,000 150,000 2.26%
Chris Kidney 300,000 150,000 150,000 2.26%
Claire Conlon 300,000 150,000 150,000 2.26%
Aoife McNally 300,000 150,000 150,000 2.26%
Andrew O'Shea 300,000 150,000 150,000 2.26%
Michael O'Brien 300,000 150,000 150,000 2.26%
Jane Elizabeth 300,000 150,000 150,000 2.26%
Orlaith Gowen 100,000 50,000 50,000 0.75%
Imelda Walsh 100,000 50,000 50,000 0.75%
Graham Cahalane 100,000 50,000 50,000 0.75%
Alice O'Conner 100,000 50,000 50,000 0.75%
Tony O'Shea 100,000 50,000 50,000 0.75%
8
Ervin Seremet 100,000 50,000 50,000 0.75%
Melissa O'Shea 100,000 50,000 50,000 0.75%
Donn O'Lochlainn 100,000 50,000 50,000 0.75%
Julie O'Brien 100,000 50,000 50,000 0.75%
Jessica Mullins 100,000 50,000 50,000 0.75%
Amy Ronayne 100,000 50,000 50,000 0.75%
Sean Quinn 100,000 50,000 50,000 0.75%
Jennifer Gleeson 100,000 50,000 50,000 0.75%
Lisa Cummins 100,000 50,000 50,000 0.75%
Lisa Murphy 100,000 50,000 50,000 0.75%
Eoin O'Brien 5,000 2,500 2,500 0.04%
Alison Walsh 5,000 2,500 2,500 0.04%
Ciara Sullivan 5,000 2,500 2,500 0.04%
Alan Dempsey 5,000 2,500 2,500 0.04%
Aoife Kearney 5,000 2,500 2,500 0.04%
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sell shares of common stock not being offered in
this prospectus or purchase additional shares of common stock, and assume that
all shares offered are sold. The percentages are based on 6,625,000 shares of
common stock outstanding on the date of this prospectus.
Our sole director and officer, Peter O'Brien is related to the following
shareholders:
Eva O'Brien - Sister
Michael O'Brien - Brother
Otherwise, none of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at
any time within the past three years; or
(2) has ever been one of our officers or directors.
(3) is a broker-dealer; or broker-dealer's affiliate
9
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.
The selling shareholders will sell our shares at $0.15 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, which is more than the price of the last sale of our common stock
to investors. There is no assurance of when, if ever, our stock will be listed
on an exchange.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such re-sales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. If applicable, the
selling shareholders may distribute shares to one or more of their partners who
are unaffiliated with us. Such partners may, in turn, distribute such shares as
described above. We can provide no assurance that all or any of the common stock
offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the
common stock. In particular, during such times as the selling shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore be
considered to be underwriters, they must comply with applicable law and may,
among other things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
10
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act of 1934.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which:
* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and the rights and remedies available to the customer with
respect to a violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer:
* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
11
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 6100 Neil Road, Suite 500, Reno, Nevada, 89511.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
DIRECTORS:
Name of Director Age
---------------- ---
Peter O'Brien 29
EXECUTIVE OFFICERS:
Name of Officer Age Offices
--------------- --- -------
Peter O'Brien 29 President, Chief Executive Officer,
Secretary, Treasurer, and Director
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years:
Mr. O'Brien has acted as our President and as a director since our incorporation
on March 27, 2007. Since July. 2007 and currently Mr. O'Brien has been employed
as Corporate Development for Kevin O'Leary Motor Group, Ireland. From February
2006 to October 2006 Mr. O'Brien was part owner of Hanrahan & O`Brien
consultants acting as managing director in Ireland, providing European companies
with qualified workers in the transportation industry. From December 2004 to
February 2006, he was employed with Driver and Labour Recruit Ltd handling sales
and business development throughout Ireland for a recruitment company. From
September 2001 to October 2004, Mr. O'Brien has worked as a senior member of a
chemical and consultancy firm, Pestkil chemicals
Mr. O'Brien graduated with a Diploma [Associate Degree] in Marketing,
Advertising, Sales and Public Relations from Griffith College, Cork, Ireland in
2000.
Mr. O'Brien devotes 30% of his business time to our affairs.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
12
EMPLOYEES
We have no employees other than the officers and directors described above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
----- ------------------- --------- --------
COMMON Peter O'Brien 3,000,000 45.28%
STOCK President, Chief
Executive Officer, Treasurer,
Secretary And Director
13 Falcon Hill,
Lovers Walk Tivoli,
Cork, Ireland
COMMON All officers and directors 3,000,000 45.28%
STOCK as a group that consists of shares
one person
The percent of class is based on 6,625,000 shares of common stock issued and
outstanding as of the date of this prospectus.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of December 19, 2007, there were 6,625,000 shares of our common stock issued
and outstanding that are held by 28 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
13
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have any authorized class of preferred stock.
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.
SHARE PURCHASE WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Stepp Law Group, a professional corporation, 32 Executive Park, Suite 105,
Irvine, California 92614, has provided an opinion on the validity of our common
stock. We retained Stepp Law Group solely for the purpose of providing this
opinion and have not received any other legal services from Stepp Law Group.
The financial statements included in this prospectus and the registration
statement have been audited by George Stewart, CPA, 2301 South Jackson Street,
Suite 101-G, Seattle, Washington 98144 to the extent and for the periods set
forth in their report appearing elsewhere in this document and in the
registration statement filed with the Securities and Exchange Commission, and
14
are included in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT OF 1933 LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act of 1933 is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our legal counsel the matter
such indemnification is against public policy to court of appropriate
jurisdiction. We will then be governed by the court's decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on March 27, 2007 under the laws of the state of Nevada. On
that date, Peter O'Brien was appointed as our director. As well, Mr. O'Brien was
appointed as our president, chief executive officer, treasurer and secretary.
DESCRIPTION OF BUSINESS
The business of distributing is one of the oldest and most common businesses in
history. A distribution company acts as a middleman between the manufacturer and
the retailers.
To be successful in clothing distribution industry, one requires good
negotiation skill, a keen eye for finding new fashionable items, and ability to
develop and execute an effective marketing strategy. The profit is made by
buying the product at lower price, and adding a mark up to reflect the
distribution service provided. The clothing distribution business varies by the
type of clothing distributed. We plan to differentiate from most apparel
distributors by concentrating on a niche market consisting of high end clothing.
We intend to sell our high-end clothing to individual retail chains and
distribution stores operating on street level as well as web based business.
IN GENERAL
We intend to commence business operations by purchasing and distributing
high-end European clothing. Our offices are in Cork, Ireland. We were formed as
a corporation pursuant to the laws of Nevada on March 27, 2007.
The majority of our business will be initially marketed and distributed in the
North American region but as our operations expand, we plan to expand to other
world markets. We intend to generate income from the wholesale of high-end
fashion for men and women to existing high-end premium clothing stores in North
America. We plan to offer our clients the ability to enter purchase orders
online on our website or by contacting us by telephone. As we expand, we plan to
operate franchise clothing stores in selective cities in North America and
Europe. To date, we have primarily been involved in organizational activities
15
including the execution of a distribution agreement with our product supplier
and developing our website which is still under construction.
The Company has retained the services of the Oland Dwyer Group of Cork, Ireland
to create and develop our website, which website shall be www.eurotrendinc.com.
Our website is intended to help our clients view our products, place orders and
contact us. Our website is currently under construction.
EUROPEAN HIGH-END CLOTHING INDUSTRY
We intend to cater to the consumers who wish to dress according to the latest
fashion trends. These consumers will generally tend to purchase a higher portion
of clothing made in Europe where the majority of innovative designs and styles
are born. We feel that European clothing designers typically pay more attention
to detail and put more effort into the quality and design of their clothing.
European clothing designers continuously develop their styles and designs
throughout the year. Many designers have two to three different collections a
year to stay current with the newest fashion trends. To insure originality and
quality, some European designers hand-tailor their clothing. The superiority of
European clothing is evident in the quality of the fabric, the better fit which
tends to compliment the figure, as well as the distinct colors and design. The
constant innovation in fashion combined with abundant variety and high quality,
makes European clothing highly desired by the North American consumer.
To date we have executed a distribution contract with Suits Distributor Ireland
Limited, a manufacturer and distributor of high end clothing, located in
Ireland. Our supplier manufactures its brand of high end suits and distributes
other European high end clothing brands. Suits Distributor Ireland is influenced
by Italian style and is able to custom tailor each suit as the customer desires.
Our suppler has many valuable contacts in the London and Italian fashion
industries. For the next 12 months we intend to purchase all of our inventory
from Suits Distributor Ireland. In that regard, we have purchased from Suits
Distributor Ireland two suits and two dress shirts to use as samples. The suits
were designed by European designers Roberto Gallini and Canvaro. As we expand
our operations in the future we may execute additional distribution contracts
with other European suppliers of high-end clothing.
BRANDS
The following is a brief description, including its origin of each brand that we
intend to market to the North American market:
SUITS DISTRIBUTOR IRELAND: Business attire, Formal Casual attire
Suits Distributor Ireland is based in Ireland and has been in operation for 25
years. There are six stores which offer a wide variety of high-end suites and
leisure wear as well as its own exclusively designed brands-Roberto Gallini and
Canvaro. Suits Distributor Ireland offers hand tailored suits using the highest
quality fabrics and silks imported from Germany and Italy.
16
MCQ-EUROPE: LONDON- DENIM, MENSWEAR, WOMEN'S WEAR
Alexander McQueen is a world famous high end fashion designer from London,
England. McQ is designed by Alexander and the finished product consists of
an-in-depth working knowledge of British tailoring, fine workmanship of the
French Haute Couture Atelier and impeccable finish of Italian finishing. McQ is
also partnered with Gucci.
BONO JEANS: BULGARIA- ACTIVE WEAR, DENIM, CASUAL WEAR
Bono Jeans manufactures and wholesales high end quality sports and casual
wear-specialized in production of T-shirts, shirts, tops, jumpers, blouses with
long sleeves and others. Since establishment in 1993 Bono Jeans has grown in
popularity and demand in Eastern Europe and has gradually seen popularity rise
in areas such as London and Milan.
LUKE 1977: LONDON-DENIM, OUTERWEAR, KNITWEAR
Luke 1977 is an independently owned and designed UK men's fashion brand.
Carrying only distinguished, often referred to as edgy contemporary men's wear,
Luke 1977 is only offered in selected UK stores as well as online. In May 2001,
after only 6 months, the creator joined forces with his best friends Simon and
Deborah Poole and the `Luke' label was created. From then on the brand has seen
its popularity rise.
VSCT JEANS 2 BE FREE: GERMANY-- MEN'S AND LADIES CLUB COULTURE
Jeans 2 be free are handmade, customized designed fashion gear toward modern
club and urban wear. VSCT was established in Germany in 1999 and have more than
1400 Stores and Designer-Boutiques worldwide.
AGREEMENT WITH OUR SUPPLIER
Our supplier, Suits Distributor Ireland Limited, is a manufacturer/
exporter/importer and distributor of high-end fashion clothing in the Ireland.
We intend to market and distribute these items in North America and eventually
in Western Europe.
In our Marketing and Sales Distribution Agreement dated May 1, 2007, Suits
Distributor Ireland Limited has agreed to sell certain types of clothing and
fulfill our written purchase orders for these products in a timely manner. The
list of clothing products and FOB purchase prices are as follows:
1. Suits. For Men: SUITS DISTRIBUTOR IRELAND , Roberto Gallini Designed
BUSINESS SUIT $150
DRESS SUIT $170
2. T-Shirts: Men's: MCQ: NAVY, CHEST PRINT, BELT DETAIL $45
VSCT: WHITE ATOMIC KOI INVASION $30
3. T-Shirt: Ladies: BONO SPORT: One Night
($5 PER PCS WITH MIN ORDER 100PCS)
BONO SPORT: The Best
($4.50 PER PCS WITH MIN ORDER 100PCS)
17
4. Jeans: Men's: LUKE 1977: VINTAGE CUT $120
VSCT JEANS: BELT CARGO SPRAYED $ 95
5. Jeans: Ladies: VSCT: OSAKA BLUE JEANS $ 90
MCQ: PEACE STAR KICK PLEAT DENIM $100
The Marketing and Sales Distribution Agreement is filed as Exhibit 10.1 to this
registration statement.
SALES AND MARKETING STRATEGY
Initially, our president, Peter O'Brien, will conduct the sales and marketing on
our behalf. Eventually, we intend to contract out sales representatives to
market our high-end clothing. We intend to focus on direct marketing efforts
whereby our representatives will directly contact:
a. Clothing distributors that are responsible for marketing and selling high-end
fashion to stores b. Independent high-end retail outlets and franchises
operating on street level sales c. Online clothing Distributors
We will attempt to execute distribution contracts with the distributors and
retail outlets mentioned above. We will provide them with high-end clothing
inventory for men and women at wholesale prices. We plan to add a mark up of
70%-110% to our cost when selling to our wholesale clients. They will then sell
them to consumers at retail prices, which are typically 100%-200% higher.
We intend to contact as many clothing retail chains and clothing distributors as
we can in order to market high-end clothing. We initially intend to focus our
marketing efforts on larger clothing stores that have an established clientele
base and proven track record. However we can not say with certainty if we will
be successful in executing distribution agreements on favorable terms.
SHARE OF MARKET
Our expected share of the high-end fashion clothing market is difficult to
determine given that many of the clothing distributors are private businesses
that have no duty to publicly disclose their revenue, and high-end fashion
market is very competitive. We believe that due to the vast size of this market
in North America, our market share will likely be less than 1%.
COMPLIANCE WITH GOVERNMENT REGULATION
We do not believe that government regulation will have a material impact on the
way we conduct our business.
18
EMPLOYEES
We have no employees as of the date of this prospectus other than our sole
director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
PLAN OF OPERATION FOR THE NEXT 12 MONTHS
Our clothing products are in demand all over the world by consumers who have a
desire to look and feel their best. Generally, our potential customers are men
and women aged from 18 to 60 years old with an average or above average income.
These individuals shop and buy high-end clothing consistently to stay ahead of
the current fashion trends. Our biggest challenge will be keeping ahead of our
competitors who distribute high-end, fashionable clothing. Another challenge
will be financing. If we receive an order commitment for our product, some
larger retail stores will only pay cash on delivery and will not advance
deposits against orders. Such a policy may place a financial burden on us and,
as a result, we may not be able to deliver the order. Other retailers may only
pay us 30 or 60 days after delivery, creating an additional financial burden.
Our plan of operation for the next twelve months following the date of this
prospectus is to enter into distribution and supply agreements with high-end
clothing distributors and retail stores, regarding the sale of our high-end
clothing.
In the next twelve months we intend to strengthen our network in the fashion
industry. We will develop our client base by focusing our marketing efforts on
larger more globally known clothing chain stores. The large retailer stores are
more popular in our targeted age groups and sell more clothing, have a higher
budget for in-stock inventory and tend to purchase more and diverse inventory.
We plan to attend various fashion shows in North America where we can promote
our product and meet potential clients. By late 2007 and early 2008 we plan to
expand our retail network by marketing to small and medium size clothing
retailers who specialize in extreme high-end, and most desired clothing only.
Any relationship we arrange with retailers for the wholesale distribution of our
clothing will be non-exclusive. We will compete with other distributors and
manufactures for positioning of our products in retail space in high-end
clothing chains.
We intend to retain one full-time sales representative in the next six months in
as well as another full-time sales representative in the six months thereafter.
Both individuals will be hired as private contractors and will be compensated
solely on a percentage on the sales and agreements made with new retailers and
19
distributors for Euro Trend Inc. We expect to pay each sales representative 10%
to 15% of the net profit we realize from each sale.
We therefore expect to incur the following costs in the next 12 months in
connection with our business operations:
Marketing Cost: $16,000
General administrative costs: $12,000
Professional fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations: $15,000
Total expenditures over the next 12 months are therefore expected to be $43,000.
NUMBER OF EMPLOYEES
From our inception through the period ended October 31, 2007, we have
principally relied on the services of our sole Director, Peter O'Brien. We
currently have no full time or part-time employees. In order for us to attract
and retain quality personnel, we anticipate we will have to offer competitive
salaries to future employees. We anticipate that it may become desirable to add
full and or part time employees to discharge certain critical functions during
the next 12 months. This projected increase in personnel is dependent upon our
ability to generate revenues and obtain sources of financing. There is no
guarantee that we will be successful in raising the funds required or generating
revenues sufficient to fund the projected increase in the number of employees.
Should we expand, we will incur additional cost for personnel.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2007, the Company had working capital of $17,540. The Company
has been financed through the private placement of our common stock of $ 22,600.
As of October 31, 2007, the Company has $528 in liabilities.
While we have sufficient funds on hand to commence business operations, our cash
reserves are not sufficient to meet our obligations for the next twelve-month
period. As a result, we will need to seek additional funding in the near future.
We currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity
financing from the sale of our common stock.
We may also seek to obtain short-term loans from our sole director, although no
such arrangement has been made. At this time, we cannot provide investors with
any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations
over the next twelve months. We do not have any arrangements in place for any
future equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based
upon our sales staff's ability to generate sales. We expect to accomplish this
by securing a significant number of agreements with large and small retailers,
20
clothing distributors and online clothing distributors and by retaining suitable
salespersons with experience in the retail sales sector.
RESULTS OF OPERATIONS FOR PERIOD ENDING OCTOBER 31, 2007
We did not earn any revenue during the period from our inception on March 27,
2007 to October 31, 2007. We do not anticipate earning significant revenues
until such time as we have commenced regular product selling to distributors,
stores and online clothing distributors.
We incurred operating expenses in the amount of $5,588 for the period from our
inception on March 27, 2007 to October 31, 2007. These operating expenses were
comprised of general administrative expenses.
We have not attained profitable operations and are dependent upon obtaining
financing to complete our proposed business plan.
DESCRIPTION OF PROPERTY
We do not have ownership or leasehold interest in any property. Our president,
Mr. Peter O'Brien, provides us with office space and related office services
free of charge.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole director, Peter O'Brien;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the Over The Counter Bulletin Board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be quoted on the
Bulletin Board or, if quoted, that a liquid public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 28 registered
shareholders of record.
21
RULE 144 SHARES
A total of 3,000,000 shares of our common stock are available for resale to the
public after May 10, 2008 in accordance with the volume and trading limitations
of Rule 144 of the Securities Act of 1933. In general, under Rule 144 as
currently in effect, a person who has beneficially owned shares of a company's
common stock for at least one year is entitled to sell within any three month
period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal 66,250, shares as of the
date of this prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 3,000,000 shares that must be sold pursuant to Rule 144, if not registered
for sale.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our Articles of Incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
22
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us from our inception on March 27, 2007 to the date of this registration
statement.
ANNUAL COMPENSATION
Other
Annual Restricted Options/ LTIP Other
Name Title Year Salary Bonus Comp. Stock(#) SARS($) Payouts Comp.
- ---- ----- ---- ------ ----- ----- -------- ------- ------- -----
Peter President, 2007 $0 0 0 0 0 0 0
O'Brien Chief Executive
Officer,
Secretary &
Sole director
STOCK OPTION GRANTS
We have not granted any stock options to the executive officers since our
inception.
CONSULTING AGREEMENTS
We do not have any employment or consulting agreement with Mr. O'Brien. We do
not pay him any amount for acting as the president and a director.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
23
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
web site at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on this
site.
24
EURO TREND, INC.
INDEX
Report of Independent Registered Public Accounting Firm F-1
Financial Statements:
Balance Sheet - October 31, 2007 F-2
Statement of Operations - March 27, 2007 through October31, 2007 F-3
Statement of Stockholders' Equity - March 27, 2007 through F-4
October 31, 2007
Statement of Cash Flows - March 27, 2007 through October 31, 2007 F-5
Notes to Financial Statements F-6
25
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Euro Trend, Inc.
I have audited the accompanying balance sheet of Euro Trend, Inc. (A Development
Stage Company) as of October 31, 2007, and the related statement of operations,
stockholders' equity and cash flows for the period from March 27, 2007
(inception), to October 31, 2007. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Euro Trend, Inc., (A Development
Stage Company) as of October 31, 2007, and the results of its operations and
cash flows from March 27, 2007 (inception), to October 31, 2007 in conformity
with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart, CPA
- --------------------------------
Seattle, Washington
December 8, 2007
F-1
Euro Trend, Inc.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of
October 31,
2007
--------
ASSETS
CURRENT ASSETS
Cash $ 17,540
--------
TOTAL CURRENT ASSETS 17,540
OTHER ASSETS --
--------
TOTAL OTHER ASSETS --
TOTAL ASSETS $ 17,540
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan from Director $ 528
--------
TOTAL CURRENT LIABILITIES 528
--------
TOTAL LIABILITIES 528
--------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 6,625,000 shares issued and outstanding
as of October 31, 2007 6,625
Additional paid-in capital 15,975
Deficit accumulated during exploration stage (5,588)
--------
TOTAL STOCKHOLDERS' EQUITY 17,012
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 17,540
========
See Notes to Financial Statements
F-2
Euro Trend, Inc.
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
March 27, 2007
(inception)
through
October 31,
2007
----------
REVENUES
Revenues $ --
----------
TOTAL REVENUES --
GENERAL & ADMINISTRATIVE EXPENSES 5,588
----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (5,588)
----------
NET INCOME (LOSS) $ (5,588)
==========
BASIC EARNING (LOSS) PER SHARE $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,879,784
==========
See Notes to Financial Statements
F-3
Euro Trend, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From March 27, 2007 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, MARCH 27, 2007 -- $ -- $ -- $ -- $ --
Stock issued for cash on May 23, 2007 5,100,000 5,100 5,100
@ $0.001 per share
Stock issued for cash on August 10, 2007 1,500,000 1,500 13,500 15,000
@ $0.01 per share
Stock issued for cash on August 20, 2007 25,000 25 2,475 2,500
@ $0.10 per share
Net loss, October 31, 2007 (5,588) (5,588)
---------- ------- -------- --------- --------
BALANCE,OCTOBER 31, 2007 6,625,000 $ 6,625 $ 15,975 $ (5,588) $ 17,012
========== ======= ======== ========= ========
See Notes to Financial Statements
F-4
Euro Trend, Inc.
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
March 27, 2007
(inception)
through
October 31,
2007
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,588)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) Decrease in Loan from Director 528
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,060)
CASH FLOWS FROM INVESTING ACTIVITIES --
--------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 6,625
Additional paid-in capital 15,975
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 22,600
--------
NET INCREASE (DECREASE) IN CASH 17,540
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF YEAR $ 17,540
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-5
EURO TREND INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2007
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Euro Trend Inc. (the "company") was incorporated on March 27, 2007 in the state
of Nevada. The Company is a development stage company that intends to distribute
high end clothing manufactured in Ireland throughout North America. The business
of distributing is one of the oldest and most common businesses in history. A
distribution company acts as a middleman between the manufacturer and the
retailers.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION
The accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles applicable to development stage enterprises.
B. FISCAL PERIODS
The Company's fiscal year end is October 31.
C. USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. 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 of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and
certificates of term deposits with maturities of less than three months from
inception, which are readily convertible to known amounts of cash and which, in
the opinion of management, are subject to an insignificant risk of loss in
value. The Company had $17,540 in cash and cash equivalents at October 31, 2007.
F-6
EURO TREND INC. (A
Development Stage Company)
Notes to the Financial Statements
October 31, 2007
E. START UP COSTS
In accordance with the American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities." The
Company expenses all costs incurred in connection with the start up and
organization of the Company.
F. FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company has adopted Statement of Financial Accounting Standards ("SFAS")
Number 119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments." The carrying amount of accrued liabilities approximates
its fair value because of the short maturity of this item. Certain fair value
estimates may be subject to and involve, uncertainties and matters of
significant judgment, and therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. The Company
does not hold or issue financial instruments for trading purposes, nor does it
utilize derivative instruments in the management of its foreign exchange,
commodity price or interest rate market risks.
G. SEGMENTED REPORTING
SFAS Number 131, "Disclosure about Segments of an Enterprise and Related
Information," changed the way public companies report information about segments
of their business in the quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and service an entity
provides, the material countries in which it holds assets and reports revenues
and its major customers.
H. FEDERAL INCOME TAXES
Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with SFAS Number 109, "Accounting for income
Taxes," which requires the use of the asset/liability method of accounting for
income taxes. Deferred income taxes and tax benefits are recognized for the
F-7
EURO TREND INC. (A
Development Stage Company)
Notes to the Financial Statements
October 31, 2007
future tax consequences attributable to differences between the financial
statement carrying amount of existing assets and liabilities and their
respective tax bases and for tax loss and carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the year in which those temporary differences are expected to
be recovered or settled. The Company provides for deferred taxes for the
estimated future tax effects attributable to temporary differences and carry
forwards when realization is more likely than not.
I. EARNINGS (LOSS) PER SHARE
The Company has adopted Financial Accounting Standards Board ("FASB") statement
Number 128, "Earnings per Share," (EPS) which requires presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. In the accompanying financial statements, basic
earnings (loss) per share is computed by dividing net income/loss by the
weighted average number of shares of common stock outstanding during the period.
J. FOREIGN CURRENCY TRANSACTIONS
The Company's functional and reporting currency will be the U.S. Dollar. No
significant gains or losses were recorded from inception (March 27, 2007) to
October 31, 2007.
K. COMPREHENSIVE INCOME (LOSS)
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. For the period ended October 31, 2007,
The Company had no items of other comprehensive income. Therefore, net loss
equals comprehensive loss for the period ended October 31, 2007.
F-8
EURO TREND INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2007
L. REVENUE RECOGNITION
The Company recognizes revenue from the sale of products in accordance with the
Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB
104"), "Revenue Recognition in Financial Statements," Revenue will consist of
retail sales income and will be recognized only when all of the following
criteria have been met:
Evidence of a retail sales ticket exists
Delivery has occurred; and
Revenue is reasonably assured
NOTE 3. CAPITAL STOCK
A) AUTHORIZED STOCK
The Company has authorized 75,000,000 common shares with a par value of $0.001
per share. Each common share entitles the holder to one vote, in persona or
proxy, on any matter on which action of the stockholder of the corporation is
sought.
B) SHARE ISSUANCE
From inception of the Company (March 27, 2007 to October 31, 2007, the Company
issued:
* On May 23, 2007 3,000,000 shares issued (to the Director) at a price
of $0.001/per share (par value) for total proceeds of $3,000.
* On May 23, 2007 2,100,000 shares were issued at a price of $0.001/per
share for total proceeds of $2,100.
* On August 10, 2007 1,500,000 shares at $0.01/per share were issued for
total proceeds of $15,000; $1,500 of which was for common stock and
$13,500 for additional paid in capital.
* On August 20, 2007 25,000 shares were issued at $0.10/per share for
total proceeds of $2,500; $25 of which was common stock and $2,475 for
additional paid in capital.
F-9
EURO TREND INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2007
NOTE 4. GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. As
at October 31, 2007, the Company has an accumulated deficit of $5,588, working
capital of $17,540 and has earned no revenues since inception. The existing cash
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the year ending December 31, 2007.
The ability of the company to emerge from the development stage is dependent
upon, among other things, revenues or obtaining additional financing to continue
operations.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
NOTE 5. INCOME TAXES
The Company has incurred operating losses of $5,588, which, if utilized, will
begin to expire in 2027. Future tax benefits which may arise as a result of
these losses, have not been recognized in these financial statements, and have
been offset by a valuation allowance.
Details of future income tax assets are as follows:
Oct. 31, 2007
-------------
Future income tax assets:
Net operating loss (inception to October 31, 2007 $ 5,588
Statutory tax rate (fed/state) 34%
Non-capital tax loss $ 1,900
Valuation Allowance $(1,900)
F-10
EURO TREND INC.
(A Development Stage Company )
Notes to the Financial Statements
October 31, 2007
The potential future tax benefits of these losses have not been recognized in
these financial statements due to uncertainty of their realization. When the
future utilization of some portion of the carry forwards is determined not to be
"more likely than no" a valuation allowance is provided to reduce the recorded
tax benefits from such assets.
NOTE 7. RELATED PARTY TRANSACTIONS
While the company was in its organization phase, Mr. O'Brien advanced funds to
the Company to pay for organizational costs. These funds are interest free. The
balance due Mr. O'Brien was $528 on October 31, 2007.
F-11
Until ____, 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 dealer's 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
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a
corporation or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a corporation's Articles of Incorporation
that is not the case with our Articles of Incorporation. Excepted from that
immunity are:
(1) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a
material conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our board of directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
II-1
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to our best interests.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 8.35
Transfer Agent Fees $ 2,000.00
Accounting fees and expenses $ 8,000.00
Legal fees and expenses $ 5,000.00
Edgar filing fees $ 1,000.00
----------
Total $16,008.35
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000 shares of our common stock to Peter O'Brien on May 23, 2007.
Mr. O'Brien is our president, chief executive officer and our sole director. He
acquired these 3,000,000 shares at a price of $0.001 per share for total
proceeds to us of $3,000.00. These shares were issued pursuant to Regulations S
of the Securities Act of 1933 (the "Securities Act").
We completed an offering of 2,100,000 shares of our common stock at a price of
$0.001 per share to the following 7 purchasers on May 23, 2007:
Name of Subscriber Number of Shares
------------------ ----------------
Eva O'Brien 300,000
Chris Kidney 300,000
Claire Conlon 300,000
Aoife McNally 300,000
Andrew O'Shea 300,000
Michael O'Brien 300,000
Jane Elizabeth O'Riordan 300,000
II-2
The total amount received from this offering was $2,100. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 1,500,000 shares of our common stock at a price of
$0.01 per share to the following 15 purchasers on August 10, 2007:
Name of Subscriber Number of Shares
------------------ ----------------
Orlaith Gowen 100,000
Imelda Walsh 100,000
Graham Cahalane 100,000
Alice O'Conner 100,000
Tony O'Shea 100,000
Ervin Seremet 100,000
Melissa O'Shea 100,000
Donn O'Lochlainn 100,000
Julie O'Brien 100,000
Jessica Mullins 100,000
Amy Ronayne 100,000
Sean Quinn 100,000
Jennifer Gleeson 100,000
Lisa Cummins 100,000
Lisa Murphy 100,000
The total amount received from this offering was $15,000. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 25,000 shares of our common stock at a price of
$0.10 per share to the following 5 purchasers on August 20, 2007:
Name of Subscriber Number of Shares
------------------ ----------------
Eoin O'Brien 5,000
Alison Walsh 5,000
Ciara Sullivan 5,000
Alan Dempsey 5,000
Aoife Kearney 5,000
The total amount received from this offering was $2,500. We completed this
offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
II-3
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration; provided, however, that if any law of any Canadian
province prevents us from refusing to register securities transfers, other
reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3)
of Regulation S have been implemented to prevent any transfer of the securities
not made in accordance with the provisions of Regulation S.
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Stepp Law Group, a professional corporation,
with Consent to Use
10.1 Distribution Agreement
23.1 Consent of George Stewart, CPA
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
II-4
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration Statement; and
(c) include any additional or changed material information on the plan of
distribution.
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 herein, 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 which remain unsold at the
termination of the offering.
4. That, for determining our liability under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, we undertake that
in a primary offering of our securities 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, we will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus that we file relating to the
offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the
offering containing material information about us or our securities
provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to
the 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
II-5
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, 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 directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in 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 of
1933, and we will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Cork,
Ireland, December 19, 2007.
Euro Trend Inc.
By: /s/ Peter O'Brien
--------------------------------------------------
Peter O'Brien, President, Chief Executive Officer,
Treasurer, Secretary, Principal Accounting
Officer, Principal Financial Officer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Peter O'Brien President, Chief Executive December 19,2007
- ---------------------------- Officer, Secretary, Treasury,
Peter O'Brien Principal Financial Officer
Principal Accounting Officer
and Director
II-6