(Mark
One)
|
|
|
x
|
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934
|
o
|
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
|
Nevada
|
|
98-0377768
|
(State
or other jurisdiction
of
incorporation or
organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
8224
County Road 245, Holmesville, Ohio
|
|
44633
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Title
of each class
|
|
Name
of each exchange on which registered
|
Common
Stock,
|
None
|
|
$0.001
par value
|
PAGE
|
||
PART
I
|
5
|
|
ITEM
1.
|
Description
of Business
|
5
|
ITEM
2.
|
Description
of Property
|
8
|
ITEM
3.
|
Legal
Proceedings
|
9
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
9
|
PART
II
|
9
|
|
ITEM
5.
|
Market
for Common Equity and Related Stockholder Matters and Small
Business
|
|
Issuer
Purchases of Equity Securities
|
9
|
|
ITEM
6.
|
Management’s
Discussion and Analysis or Plan of Operation
|
10
|
ITEM
7.
|
Financial
Statements
|
13
|
ITEM
8.
|
Changes
In and Disagreements With Accountants on Accounting and
|
|
Financial
Disclosure
|
40
|
|
ITEM
8A.
|
Controls
and Procedures
|
40
|
ITEM
8B.
|
Other
Information
|
40
|
PART
III
|
|
41
|
ITEM
9.
|
Directors,
Executive Officers, Promoters and Control Persons;
|
|
Compliance
With Section 16(a) of the Exchange Act
|
41
|
|
ITEM
10.
|
Executive
Compensation
|
42
|
ITEM
11.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related
|
|
Stockholder
Matters
|
43
|
|
ITEM
12.
|
Certain
Relationship and Related Transactions
|
44
|
ITEM
13.
|
Exhibits
|
45
|
ITEM
14.
|
Principal
and Accountant Fees and Services
|
46
|
SIGNATURES
|
47
|
|
EXHIBIT
|
||
INDEX
|
48
|
|
•
|
|
the
risks of a development stage
company;
|
|
•
|
|
the
availability of additional capital to finance our
development;
|
|
•
|
|
our
dependence on management and need to recruit additional
personnel;
|
|
•
|
|
the
limited trading market for our Common
Stock;
|
|
•
|
|
inherent
risks in agriculture;
|
|
•
|
|
advances
by our competitors; and
|
|
•
|
|
other
risks, including those described from time to time in our other Securities
and Exchange Commission filings.
|
Bid
Quotations
|
||||||||
|
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
|
$ |
3.89
|
$ |
1.86
|
||||
Quarter
Ended June 30, 2007
|
$ |
2.23
|
$ |
1.32
|
||||
Quarter
Ended September 30, 2007
|
$ |
2.43
|
$ |
1.60
|
*
After a 2.8 for 1
split
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
0
|
N/A
|
N/A
|
Equity
compensation plans not approved by security holders
|
2,985,000
|
$1.12
|
5,015,000
|
Total
|
2,985,000
|
$1.12
|
5,015,000
|
Land
and Building
|
$ |
50,000
|
||
Accounts
receivable
|
25,000
|
|||
Inventory
|
50,000
|
|||
Equipment
|
350,000
|
|||
Intangible
assets
|
275,000
|
|||
Total
|
$ |
750,000
|
Report
of Independent Registered Public Accounting Firm:
|
14
|
Financial
Statements of Amish Pasta Company, Inc.
|
|
Balance
Sheet, September 30, 2007
|
15
|
Statement
of Operations for the Year Ended September 30, 2007, for the Period
from
January 1, 2006 (Commencement of Operations) to September 30, 2006
and for
the Period from January 1, 2006 (Commencement of Operations) to
September
30, 2007
|
16
|
Statement
of Shareholders' Equity for the Period from January 1, 2006 (Commencement
of Operations) to September 30, 2007
|
17
|
Statement
of Cash Flows for the Year Ended September 30, 2007, for the Period
from
January 1, 2006 (Commencement of Operations) to September 30, 2006
and for
the Period from January 1, 2006 (Commencement of Operations) to
September
30, 2007
|
18
|
Notes
to the Financial Statements
|
20
|
Current
assets:
|
||||
Cash
|
$ |
3,770,542
|
||
Accounts
receivable-trade
|
76,077
|
|||
Inventories
|
449,702
|
|||
Prepaid
insurance
|
50
|
|||
Total
current assets
|
4,296,371
|
|||
Property
and equipment, net of accumulated depreciation of $108,023
|
2,600,959
|
|||
Note
receivable
|
100,000
|
|||
Intangible
asset
|
25,000
|
|||
Deposits
|
138
|
|||
Total
assets
|
$ |
7,022,468
|
||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable - trade
|
$ |
24,814
|
||
Accrued
expenses
|
84,182
|
|||
Capital
lease obligations - current portion
|
8,177
|
|||
Note
payable - current portion
|
13,135
|
|||
Total
current liabilities
|
130,308
|
|||
Convertible
note payable, net of discount of $4,602,359
|
1,428,474
|
|||
Capital
lease obligations
|
35,522
|
|||
Note
payable
|
35,839
|
|||
Total
liabilities
|
1,630,143
|
|||
Commitments
and contingencies
|
||||
Shareholders'
equity:
|
||||
Series
A convertible preferred , $0.001 par value, 20,000,000 shares authorized,
none issued
|
-
|
|||
Common
stock, $0.001 par value, 200,000,000 shares authorized, 44,129,995
shares
issued and outstanding
|
44,130
|
|||
Additional
paid-in capital
|
9,900,278
|
|||
Deficit
accumulated during the development stage
|
(4,552,083 | ) | ||
Total
shareholders' equity
|
5,392,325
|
|||
Total
liabilities and shareholders' equity
|
$ |
7,022,468
|
For
the
Year
Ended September 30, 2007 |
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2006
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2007
|
||||||||||
Gross
sales
|
$ |
134,688
|
-
|
$ |
134,688
|
|||||||
Less:
returns and allowances
|
(27,483 | ) |
-
|
(27,483 | ) | |||||||
Net
sales
|
107,205
|
-
|
107,205
|
|||||||||
Cost
of sales
|
(329,695 | ) |
-
|
(329,695 | ) | |||||||
Gross
profit
|
(222,490 | ) |
-
|
(222,490 | ) | |||||||
Operating
expenses:
|
||||||||||||
Marketing
|
516,525
|
$ |
175,214
|
691,739
|
||||||||
General
and administrative
|
1,927,521
|
92,703
|
2,020,224
|
|||||||||
Product
development
|
132,483
|
84,623
|
217,106
|
|||||||||
Professional
fees
|
547,829
|
22,217
|
570,046
|
|||||||||
Stock-based
charges
|
622,777
|
-
|
622,777
|
|||||||||
Total
operating expenses
|
3,747,135
|
374,757
|
4,121,892
|
|||||||||
Operating
loss
|
(3,969,625 | ) | (374,757 | ) | (4,344,382 | ) | ||||||
Other
income (expense):
|
||||||||||||
Interest
income
|
15,383
|
3,550
|
18,933
|
|||||||||
Interest
expense
|
(196,799 | ) | (29,835 | ) | (226,634 | ) | ||||||
Total
other income (expense)
|
(181,416 | ) | (26,285 | ) | (207,701 | ) | ||||||
Net
loss
|
$ | (4,151,041 | ) | $ | (401,042 | ) | $ | (4,552,083 | ) | |||
Net
loss per common share - basic and diluted
|
$ | (0.10 | ) | $ | (0.02 | ) | $ | (0.13 | ) | |||
Weighted
average number of shares outstanding - basic and
diluted
|
41,704,340
|
25,000,000
|
34,545,337
|
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
In
The
|
|||||||||||||||||||||||||||
Convertible
Preferred Stock
|
Common
Stock
|
Paid-In
|
Development
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance
at January 1, 2006 (commencement of operations)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Founders
shares issued for cash ($0.0001 per share)
|
-
|
-
|
25,000,000
|
$ |
25,000
|
$ | (23,900 | ) |
-
|
$ |
1,100
|
|||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
$ | (401,042 | ) | (401,042 | ) | ||||||||||||||||||
Balance,
September 30, 2006
|
-
|
-
|
25,000,000
|
25,000
|
(23,900 | ) | (401,042 | ) | (399,942 | ) | ||||||||||||||||||
Shares
issued in reverse merger
|
-
|
-
|
25,200,250
|
25,200
|
(25,200 | ) |
-
|
-
|
||||||||||||||||||||
Redemption
of shares
|
-
|
-
|
(11,200,000 | ) | (11,200 | ) | (223,800 | ) |
-
|
(235,000 | ) | |||||||||||||||||
Sale
of shares and warrants for cash at $0.90 per unit
|
-
|
-
|
2,900,000
|
2,900
|
2,625,122
|
-
|
2,628,022
|
|||||||||||||||||||||
Exercise
of warrants at $0.90 per share
|
-
|
-
|
1,450,000
|
1,450
|
1,300,364
|
-
|
1,301,814
|
|||||||||||||||||||||
Sale
of shares for cash at $2.10 per share
|
-
|
-
|
664,745
|
665
|
1,395,300
|
-
|
1,395,965
|
|||||||||||||||||||||
Amortization
of value of stock options granted
|
-
|
-
|
-
|
-
|
622,777
|
-
|
622,777
|
|||||||||||||||||||||
Value
of warrants and imbedded conversion feature of debt
financing
|
-
|
-
|
-
|
-
|
4,159,178
|
-
|
4,159,178
|
|||||||||||||||||||||
Shares
issued in acquisition of subsidiary at $0.27 per share
|
-
|
-
|
75,000
|
75
|
20,189
|
-
|
20,264
|
|||||||||||||||||||||
Shares
issued in debt financing transaction
|
-
|
-
|
40,000
|
40
|
50,248
|
-
|
50,288
|
|||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(4,151,041 | ) | (4,151,041 | ) | |||||||||||||||||||
Balance,
September 30, 2007
|
-
|
$ |
-
|
44,129,995
|
$ |
44,130
|
$ |
9,900,278
|
$ | (4,552,083 | ) | $ |
5,392,325
|
For
the
Year
Ended
September
30, 2007
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2006
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2007
|
||||||||||
Cash
flows used in operating activities:
|
||||||||||||
Net
loss
|
$ | (4,151,041 | ) | $ | (401,042 | ) | $ | (4,552,083 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Depreciation
|
108,023
|
-
|
108,023
|
|||||||||
Stock-based
compensation
|
622,777
|
-
|
622,777
|
|||||||||
Interest
paid in stock
|
80,123
|
-
|
80,123
|
|||||||||
Accretion
of debt discount
|
86,819
|
-
|
86,819
|
|||||||||
Accrued
interest
|
30,833
|
-
|
30,833
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
decrease in:
|
||||||||||||
Accounts
receivable-trade
|
(76,077 | ) |
-
|
(76,077 | ) | |||||||
Inventory
|
(429,438 | ) |
-
|
(429,438 | ) | |||||||
Other
assets
|
(50 | ) | (120 | ) | (170 | ) | ||||||
Increase
(decrease) in:
|
||||||||||||
Accounts
payable - trade
|
(75,766 | ) |
100,580
|
24,814
|
||||||||
Accrued
liabilities
|
54,347
|
29,835
|
84,182
|
|||||||||
Accrued
payroll taxes
|
(9,101 | ) |
9,101
|
-
|
||||||||
Advances
from related party
|
(60,526 | ) |
60,526
|
-
|
||||||||
Net
cash used in operating activities
|
(3,819,077 | ) | (201,120 | ) | (4,020,197 | ) | ||||||
Cash
flows used in investing activities:
|
||||||||||||
Acquisition
of equipment
|
(1,302,657 | ) | (1,313,652 | ) | (2,616,309 | ) | ||||||
Deposits
|
(18 | ) |
-
|
(18 | ) | |||||||
Acquisition
of intangible asset
|
(25,000 | ) |
-
|
(25,000 | ) | |||||||
Note
receivable converted into acquisition
|
(100,000 | ) |
-
|
(100,000 | ) | |||||||
Net
cash used in investing activities
|
(1,427,675 | ) | (1,313,652 | ) | (2,741,327 | ) | ||||||
Cash
flows provided by financing activities:
|
||||||||||||
Proceeds
from the sale of shares and exercise of warrants
|
5,295,966
|
1,100
|
5,297,066
|
|||||||||
Redemption
of shares
|
(235,000 | ) |
-
|
(235,000 | ) | |||||||
Repayment
of loans
|
(1,799,930 | ) |
-
|
(1,799,930 | ) | |||||||
Proceeds
from loans
|
5,570,000
|
1,699,930
|
7,269,930
|
|||||||||
Net
cash provided by financing activities
|
8,831,036
|
1,701,030
|
10,532,066
|
|||||||||
Net
increase in cash
|
3,584,284
|
186,258
|
3,770,542
|
|||||||||
Cash
- beginning of period
|
186,258
|
-
|
-
|
|||||||||
Cash
- end of period
|
$ |
3,770,542
|
$ |
186,258
|
$ |
3,770,542
|
Supplemental
Disclosure of Cash Flow Information
|
||||||||||||
For
the
Year
Ended
September
30, 2007
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2006
|
For
the
Period
From
January
1, 2006
(Commencement
of
Operations)
to
September
30, 2007
|
||||||||||
Interest
paid
|
$ |
-
|
-
|
-
|
||||||||
Income
taxes paid
|
$ |
-
|
-
|
-
|
||||||||
Schedule
of Noncash Investing and Financing Activities
|
||||||||||||
Acquisition
of equipment for note payable
|
$ |
47,001
|
-
|
$ |
47,001
|
|||||||
Acquisition
of equipment under capital lease
|
$ |
47,895
|
-
|
$ |
47,895
|
|||||||
Inventory
acquired in a related party acquisition for shares valued
at $0.27 per
share
|
$ |
20,264
|
-
|
$ |
20,264
|
1.
|
Description
of Business
|
2.
|
Summary
of Significant Accounting
Policies
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
2008
|
2,500
|
|||
2009
|
2,500
|
|||
2010
|
2,500
|
|||
2011
|
2,500
|
|||
2012
and beyond
|
15,000
|
Vehicles
|
3
years
|
Office
equipment
|
3
to 5 years
|
Machinery
and equipment
|
5
to 15 years
|
Buildings
and improvements
|
20
years
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
2.
|
Summary
of Significant Accounting Policies,
Continued
|
3.
|
Inventories
|
Raw
materials and packaging
|
$ |
195,675
|
||
Finished
goods
|
251,844
|
|||
Supplies
and other
|
2,183
|
|||
Total
|
$ |
449,702
|
4.
|
Property
and Equipment
|
Buildings
and improvements
|
$ |
898,174
|
||
Plant
equipment
|
1,649,273
|
|||
Office
equipment
|
66,639
|
|||
Assets
under capital lease
|
94,896
|
|||
Total
property and equipment
|
2,708,982
|
|||
Less:
accumulated depreciation
|
(108,023 | ) | ||
Property
and equipment, net
|
$ |
2,600,959
|
5.
|
Long
Term Debt
|
Note
payable
|
$ |
6,000,000
|
||||||
Accrued
interest
|
30,833
|
|||||||
Note
discount:
|
||||||||
Imbedded
conversion feature
|
$ |
1,164,442
|
||||||
Warrants
|
2,994,736
|
|||||||
Costs
|
530,000
|
|||||||
Total
|
4,689,178
|
|||||||
Accretion
through September 30, 2007
|
86,819
|
|||||||
Unaccreted
balance
|
4,602,359
|
|||||||
Balance,
September 30, 2007
|
$ |
1,428,474
|
5.
|
Long
Term Debt, Continued
|
Note
payable, with interest at 10.25% per annum, payable in monthly
installments of $50 per month for the first six months and $1,599
per
month for the following thirty-six months with the final payment
due
November 1, 2010, and collateralized by software
|
$ |
48,974
|
||
Less:
amount due within one year
|
13,135
|
|||
Total
note payable
|
$ |
35,839
|
Capital
lease obligations, due in sixty monthly installments of $992 with
the
final payment due April 2012, and collateralized by
equipment
|
$ |
43,699
|
||
Less:
amount due within one year
|
8,177
|
|||
Total
capital lease obligations
|
$ |
35,522
|
Capital
|
||||||||
Long-Term
|
Lease
|
|||||||
Debt
|
Obligations
|
|||||||
2008
|
$ |
13,135
|
$ |
11,908
|
||||
2009
|
16,251
|
11,908
|
||||||
2010
|
6,018,002
|
11,908
|
||||||
2011
|
1,585
|
11,908
|
||||||
2012
and thereafter
|
-
|
6,946
|
||||||
Total
|
$ |
6,048,973
|
54,578
|
|||||
Less:
amount representing interest on capital lease payments
|
(19,056 | ) | ||||||
Present
value of minimum capital lease payments
|
$ |
35,522
|
6.
|
Income
Taxes
|
Deferred
tax assets:
|
||||
Net
operating loss carryforward
|
$ |
1,547,707
|
||
Valuation
allowance
|
(1,547,707 | ) | ||
Net
deferred tax assets
|
$ |
-
|
Tax
benefit at U.S. statutory rate
|
(34.0 | )% | ||
Change
in valuation allowance
|
34.0 | % | ||
Effective
income tax rate
|
- | % |
7.
|
Contingencies,
Risks, Uncertainties, Managements Plan and
Concentrations
|
2008
|
$ |
16,200
|
||
2009
|
16,200
|
|||
2010
|
16,200
|
|||
2011
|
5,400
|
|||
2012
and after
|
-
|
|||
Total
minimum lease payments
|
$ |
54,000
|
7.
|
Contingencies,
Risks, Uncertainties, Managements Plan and Concentrations,
Continued
|
8.
|
Equity
Transactions
|
8.
|
Equity
Transactions,
Continued
|
Number
of
Options
|
Weighted
Average
Exercise
Price
|
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding
at September 30, 2006
|
-
|
-
|
-
|
-
|
||||||||||||
Granted
|
2,995,000
|
$ |
1.12
|
2.25
|
$ |
3,358,000
|
||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeited
|
(10,000 | ) | $ |
2.70
|
-
|
(26,950 | ) | |||||||||
Expired
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding
at September 30, 2007
|
2,985,000
|
$ |
1.12
|
2.25
|
$ |
3,331,050
|
||||||||||
Exercisable
at September 30, 2007
|
725,000
|
$ |
1.00
|
2.20
|
$ |
725,000
|
8.
|
Equity
Transactions,
Continued
|
Weighted
|
||||||||
Average
|
||||||||
Number
of
|
Warrants
|
|||||||
Warrants
|
Price
|
|||||||
Outstanding,
beginning of period
|
-
|
-
|
||||||
Issued
|
7,839,322
|
$ |
1.88
|
|||||
Exercised
|
1,450,000
|
0.90
|
||||||
Outstanding,
September 30, 2007
|
6,389,322
|
$ |
2.10
|
|||||
Exercisable,
September 30, 2007
|
6,389,322
|
$ |
2.10
|
Options
|
2,985,000
|
|||
Warrants
|
6,389,322
|
|||
Conversion
feature
|
3,194,718
|
|||
Reserved
shares at September 30, 2007
|
12,569,040
|
9.
|
Share
Based Payment
|
For
the
|
For
the
|
|||||
Period
From
|
Period
From
|
|||||
January
1, 2006
|
January
1, 2006
|
|||||
For
the
|
(Commencement
of
|
(Commencement
of
|
||||
Year
Ended
|
Operations)
to
|
Operations)
to
|
||||
September
30, 2007
|
September
30, 2006
|
September
30, 2007
|
||||
Risk-free
interest rate
|
4.23%
to 4.35%
|
4.23%
to 4.35%
|
4.23%
to 4.35%
|
|||
Expected
volatility of common stock
|
68%
to 98%
|
68%
to 98%
|
68%
to 98%
|
|||
Dividend
yield
|
$0.00
|
$0.00
|
$0.00
|
|||
Expected
life of options
|
5
years
|
5
years
|
5
years
|
|||
Weighted
average fair market value of options granted
|
$0.65
|
$0.65
|
$0.65
|
10.
|
Related
Party Transactions
|
Marketing
plan
|
$ |
53,500
|
||
Rent
|
5,150
|
|||
Equipment
|
1,360
|
|||
Travel
expenses
|
516
|
|||
Total
|
$ |
60,526
|
11.
|
Earnings
Per Share
|
11.
|
Earnings
Per Share, Continued
|
For
the
Year
Ended
September
30,
|
For
the Period From January 1, 2006 |
|||||||||||
2007
|
2006
|
2007
|
||||||||||
Numerator:
|
||||||||||||
Net
loss
|
$ | (4,151,038 | ) | $ | (401,042 | ) | $ | (4,552,083 | ) | |||
Denominator:
|
||||||||||||
Denominator
for basic and diluted net loss per share -weighted average number
of
common shares outstanding
|
41,704,340
|
10,416,667
|
34,545,337
|
|||||||||
Basic
and diluted net loss per share
|
$ | (0.10 | ) | $ | (0.04 | ) | $ | (0.13 | ) |
For
the
Year
Ended
September
30,
|
For
the Period
From
January 1, 2006
(Commencement
Of Operations)
To
September 30,
|
|||||||||||
2007
|
2006
|
2007
|
||||||||||
Options
to purchase shares of common stock
|
2,985,000
|
-
|
2,985,000
|
|||||||||
Warrants
to purchase shares of common stock
|
6,389,322
|
-
|
6,389,322
|
|||||||||
Convertible
note payable
|
3,194,718
|
-
|
3,194,718
|
|||||||||
Total
|
$ |
12,569,040
|
$ |
-
|
$ |
12,569,040
|
12.
|
Subsequent
Event
|
Land
and building
|
$ |
50,000
|
||
Inventory
|
50,000
|
|||
Equipment
|
350,000
|
|||
Intangible
assets
|
300,000
|
|||
Total
|
$ |
750,000
|
Name
|
Age
|
|
Position
|
|
|
||||
David
C. Skinner, Sr.
|
65
|
|
President,
Chief Executive Officer and Director
|
|
Troy
Treangen
|
30
|
|
Chief
Operating Officer
|
|
Dale
P. Paisley
|
66
|
|
Chief
Financial Officer
|
|
Martin
Silver
|
67
|
|
Chairman
of the Board
|
|
Alexander
Ngan
|
56
|
|
Director
|
|
Kenneth
Troyer
|
46
|
|
Director
|
|
Carlo
Varesco
|
75
|
|
Director
|
Name
and Address of Beneficial Owner
|
Amount
and
Nature
of
Beneficial
Ownership
|
Percent
of
Class
(1)
|
||||||
David
C. Skinner, Sr.
|
9,432,500
|
(2)
|
20.9
|
%
|
||||
Troy
Treangen
|
28,065
|
(3)
|
*
|
|
||||
Martin
Silver
|
6,000,000
|
(4)
|
13.6
|
%
|
||||
Alexander
Ngan
|
0
|
|
*
|
|
||||
Carlo
Varesco
|
100,000
|
(5)
|
*
|
|
||||
Dale
Paisley
|
150,000
|
(6)
|
*
|
|
||||
Kenneth
Troyer (7)
|
1,000,000
|
|
2.3
|
%
|
||||
Ronald
Sparkman (8)
|
4,099,676
|
|
9.28
|
%
|
||||
Shlomie
Stein
|
3,800,000
|
(9)
|
8.6
|
%
|
* Less than 1% | |
(1)
|
Based
on 44,179,995 common shares issued and outstanding as of December
12,
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; 1,000,000
options
to purchase an equivalent number of shares of our common stock and
32,500
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
an
equivalent number of shares of our common stock, which options vested
on
June 11, 2007.
|
|
|
(4)
|
Held
jointly by Martin Silver and his wife, Madeline Silver.
|
|
|
(5)
|
100,000
options to purchase an equivalent number of shares of our common
stock,
which options vested on April 27, 2007.
|
|
|
(6)
|
150,000
options to purchase an equivalent number of shares of our common
stock.
|
|
|
(7)
|
Held
on behalf of The Amish Community Trust.
|
|
|
(8)
|
Includes
4,097,846 shares held by Mr. Sparkman and 1,830 shares held by his
wife,
as to which shares Mr. Sparkman disclaims beneficial
ownership.
|
(9)
|
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.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
0
|
N/A
|
N/A
|
Equity
compensation plans not approved by security holders
|
2,985,000
|
$1.12
|
5,015,000
|
Total
|
2,985,000
|
$1.12
|
5,015,000
|
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 (incorporated by reference to Exhibit
4.1 of
the Registrant’s Registration Statement on Form SB-2, filed April 30,
2007)
|
4.2
|
Form
of Warrant granted in October 2006 (incorporated by reference to
Exhibit
4.2 of the Registrant’s Registration Statement on Form SB-2, filed April
30, 2007)
|
10.1
|
Lease
and Purchase Option Agreement between David C. Skinner, Sr., and
Ronald
Sparkman and Amish Pasta Company, dated February 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
and Assumption 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 DSC, Inc., 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 (incorporated
by
reference to Exhibit 10.5a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 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.
(incorporated by reference to Exhibit 10.9 of the Registrant’s
Registration Statement on Form SB-2, filed April 30,
2007)
|
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 (incorporated
by
reference to Exhibit 10.9a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 2007)
|
10.10
|
Employment
Agreement with Troy Treangen, dated December 11, 2006 (incorporated
by
reference to Exhibit 10.10 of the Registrant’s Amended Registration
Statement on Form SB-2/A, filed June 6, 2007)
|
10.11*
|
Termination
Agreement dated October 5, 2007 between Amish Naturals, Inc. and
Donald
Alarie
|
14.1*
|
Code
of Ethics
|
16.1
|
Letter
of Former Accountant (incorporated by reference to Exhibit 16.1 of
the
Registrant’s Current Report on Form 8-K, filed May 29,
2007)
|
31.1*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|||||||
|
|||||||
|
|
AMISH
NATURALS, INC.
|
|||||
|
|
|
|||||
|
|
By:
|
/s/
David C. Skinner, Sr.
|
||||
Name: |
David
C. Skinner, Sr.
|
||||||
Title: |
President
& Chief Executive Officer
|
||||||
|
|||||||
In
accordance with the Exchange Act, this report has been signed below
by the
following persons on behalf of the registrant and in the capacities
and on
the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|||
|
|||||||
/s/
David C. Skinner, Sr.
David
C. Skinner, Sr.
|
|
President,
Chief Executive
Officer,
and Director (principal executive officer)
|
|
December
14, 2007
|
|||
|
|
|
|
|
|||
/s/
Dale P. Paisley
Dale
P. Paisley
|
|
Chief
Financial Officer (principal financial officer and principal
accounting officer)
|
|
December
14, 2007
|
|||
|
|
|
|
||||
|
|
|
|
||||
Alexander Ngan |
Director
|
||||||
/s/
Martin Silver
Martin
Silver
|
|
Director
|
|
December
14, 2007
|
|||
|
|
|
|
|
|||
/s/
Kenneth Troyer
Kenneth
Troyer
|
Director
|
December
14, 2007
|
|||||
/s/
Carlo
Varesco
Carlo
Varesco
|
Director
|
December
14, 2007
|
EXHIBIT
INDEX
|
|
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 (incorporated by reference to Exhibit
4.1 of
the Registrant’s Registration Statement on Form SB-2, filed April 30,
2007)
|
4.2
|
Form
of Warrant granted in October 2006 (incorporated by reference to
Exhibit
4.2 of the Registrant’s Registration Statement on Form SB-2, filed April
30, 2007)
|
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 (incorporated
by
reference to Exhibit 10.5a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 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.
(incorporated by reference to Exhibit 10.9 of the Registrant’s
Registration Statement on Form SB-2, filed April 30,
2007)
|
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 (incorporated
by
reference to Exhibit 10.9a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 2007)
|
10.10
|
Employment
Agreement with Troy Treangen, dated December 11, 2006 (incorporated
by
reference to Exhibit 10.10 of the Registrant’s Amended Registration
Statement on Form SB-2/A, filed June 6,
2007)
|
10.11*
|
Termination
Agreement dated October 5, 2007 between Amish Naturals, Inc. and
Donald
Alarie
|
14.1*
|
Code
of Ethics
|
16.1
|
Letter
of Former Accountant (incorporated by reference to Exhibit 16.1 of
the
Registrant’s Current Report on Form 8-K, filed May 29,
2007)
|
31.1*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|