UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
ETERNELLE SKINCARE PRODUCTS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0479983
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(State or
other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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5348 Vegas Drive #177, Las Vegas, Nevada 89108
(Address of principal executive offices)
(702) 948-8893
(Registrant’s telephone number)
Securities to be registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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OTCBB
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Securities to be registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[
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Non–Accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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ETERNELLE SKINCARE PRODUCTS INC.
(formerly Peptide Technologies, Inc.)
FORWARD-LOOKING STATEMENTS
This Form 10 contains forward-looking statements
within the meaning of the Securities Exchange Act of 1934, which are subject to
risks, uncertainties and assumptions that are difficult to predict. All
statements in this Form 10, other than statements of historical fact, are
forward-looking statements. These forward-looking statements are made pursuant
to safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking statements include statements, among other things,
concerning our business strategy, including anticipated trends and developments
in and management plans for, our business and the markets in which we operate;
future financial results, operating results, revenues, gross margin, operating
expenses, products, projected costs and capital expenditures; research and
development programs; sales and marketing initiatives; and competition. In some
cases, you can identify these statements by forward-looking words, such as
"estimate," "expect," "anticipate," "project,"
"plan," "intend," "believe," "forecast,"
"foresee," "likely," "may," "should,"
"goal," "target," "might," "will,"
"could," "predict," and "continue," the negative
or plural of these words and other comparable terminology. These statements are
not guarantees of future performance and are subject to risks, uncertainties,
potentially inaccurate assumptions, and other factors, some of which are beyond
our control and difficult to predict. If known or unknown risks materialize, or
should underlying assumptions prove inaccurate, our actual results could differ
materially from past results and from those expressed in the forward-looking
statements. Important factors that could cause our actual results to differ
materially from those expressed in our forward-looking statements are described
in "Item 1A—Risk Factors" in this Form 10. From time to time, we
also provide forward-looking statements in other materials we release to the
public and in oral statements made by authorized officers.
The forward-looking statements are only predictions
based on our current expectations and our projections about future events. All
forward-looking statements included in this Form 10 are based upon information
available to us as of the filing date of this Form 10. You should not place
undue reliance on these forward-looking statements. We undertake no obligation
to publicly update forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity,
performance, or achievements to differ materially from those expressed or
implied by these statements. These factors include the matters discussed in the
section entitled "Item 1A—Risk Factors" and elsewhere in this Form
10. You should carefully consider the risks and uncertainties described under
this section.
Investors are advised to consult any further
disclosures we make on related subjects in our 10-K, 10-Q, and 8-K reports
filed with the Securities and Exchange Commission (the "SEC").
ITEM 1.
BUSINESS.
Business of
Issuer
The business of Eternelle Skincare Products Inc., formerly Peptide Technologies, Inc. (the “Company” or “Eternelle”), is to develop and
market skincare products. Peptides are the latest innovation in skincare as
science has proven that peptides can help manage wrinkles in skin and reverse
the signs of aging. Using proprietary peptide blends, the Company has a number
of skincare products that demonstrate strong efficacy in providing youthful,
healthy skin and significant anti-aging benefits to both women and men.
Our skincare products address various skincare
needs. These products include moisturizers and serums for the face and around
the eyes.
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1.
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Skin
Brightener – A unique pigment clarifying serum that addresses uneven production
of melanin. It synergistically targets areas of hyper pigmentation.
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2.
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Vitamin
C Peptide – Plant-based collagen serum created to resist damage from aging, sun
damage, and environmental exposure.
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3.
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Skin
Moisturizer – A super fruit, antioxidant rich crème that contains age defying
peptides and vitamin C that significantly minimizes visible signs of aging.
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Business Segments
The
Company consists of only one reportable business segment.
Employees
The Company does not currently have any employees
other than the President and Chief Executive Officer, who are responsible for
planning, development, and operational duties. The majority of
marketing, sales, and new product development will be outsourced.
Facilities and Properties
The
Company does not own its own facilities and is presently renting an identity
office in Las Vegas, Nevada.
The Company is outsourcing the production of its
products and has engaged a cosmetic and skincare manufacturer to produce
peptide-based proprietary products. The Company has no need for a physical manufacturing
facility. The packaging and labeling of the product for shipping and distribution
will also be outsourced.
Management plans to outsource the delivery of its
products to a name brand distributor who has an advanced fulfillment network.
Eternelle will benefit from the distributor’s expertise in worldwide product
delivery.
Distribution
We will sell our products primarily through
our own e-commerce websites directly to consumers online through Company-owned
and operated e-commerce sites. While we expect a majority of our online sales
to be generated in the United States, we intend for expansion of online sales
growth globally.
Marketing
We intend to obtain brand awareness and
sales by digital presence encompassing e-commerce and m-commerce, as well as
digital and social media. We wish to offer unparalleled service and set the
standard for shopping online, we continue to innovate to better meet consumer
online shopping preferences (e.g., how-to videos, ratings and reviews and
mobile phone and tablet applications), support e-commerce and m-commerce
businesses via digital and social marketing activities designed to build brand
equity and consumer engagement, and support our authorized retailers to
strengthen their e-commerce businesses and drive sales of our brands on their
websites. We will dedicate resources to implement coordinated, brand-enhancing
strategies across all online activities to increase our direct access to
consumers.
1
Competition
There is vigorous competition in our skin
care. Brand recognition, quality, performance, availability and price are some
of the factors that impact consumers’ choices among competing products. We compete against a number of companies,
some of which have substantially greater resources than we do.
Trademarks, Patents and Copyrights
We have no trademark rights or patent rights. We intend to file an application
for trademark with the United States Patent and Trademark Office. We own the domain names www.eternelleskin.com and www.eternelleskincare.com. We are in the
process of building out our websites.
Government Regulation
We and our products will be subject to
regulation by the Food and Drug Administration and the Federal Trade Commission
in the United States, as well as by various other federal, state, local and
international regulatory authorities and the regulatory authorities in the
countries in which our products are sold. Such regulations principally relate
to the ingredients, manufacturing, labeling, packaging, marketing, advertising,
shipment, disposal and safety of our products.
ITEM 1A. RISK
FACTORS.
The
Company will face competition from existing consumer product companies.
Direct-to-consumer online sales of Eternelle’s
skincare products will be marketed using social media strategies and top
influencers in the skincare space. They will also be marketed through
dermatologist offices. The Company faces vigorous competition from
multinational consumer product companies. Some of these companies have greater
resources than Eternelle and may be able to respond to changing business and
economic conditions more quickly. Competition in the skincare business is based
on perceived value, branding, pricing, advertising, new product development,
e-commerce initiatives, and other activities.
The Company
has a lack of revenue history and has had a limited history of operations.
The Company was formed on November 18, 2005 for the
purpose of engaging in any lawful business and had adopted a plan to engage the
sale of art work over the internet. The
Company had minimal revenues. On July 29,
2010, the Company changed its name from Online Originals, Inc. to CREENERGY
Corporation. The name change was
intended to convey a sense of the Company's new business focus as it looked to
pursue other opportunities.
Specifically, the Company intended to obtain leases for the exploration
and production of oil and gas in northern Alberta, Canada. The Company was unable to identify any
prospects or enter into any leases or agreements.
On August 23, 2011, the Company entered into an Asset
Purchase Agreement to acquire intangible assets and intellectual property known
as the Peptide Technology Platform. The
Peptide Technology Platform included the technology platforms for developing a
variety of drug candidates and biological solutions for existing problems in
humans, animals, and the environment.
Effective October 12, 2011, the Company changed its name to Peptide Technologies,
Inc.
Effective
January 10, 2017, the Company changed its name to Eternelle Skincare Products
Inc. to better convey the Company’s new business focus of
developing and marketing skincare products.
At the date of this Form 10, the Company is not
profitable. The Company must be regarded
as a start-up venture with all the unforeseen costs, expenses, problems, risks,
and difficulties to which such ventures are subject.
2
The Company
can give no assurance of success or profitability to the Company’s investors.
There is no assurance that the Company will ever
operate profitably. There is no
assurance that the Company will generate revenues or profits, or that the
market price of the Company’s common stock will increase thereby.
The
Company will need additional financing for which it has no commitments, and
this may jeopardize the execution of the Company’s business plan.
The
Company’s capital needs capital to launch its products which could exceed $500,000
in the next 12 months. Such funds are
not currently committed, and as of the date of this Form 10, the Company does
not have any cash.
The Company has limited funds and such funds may not
be adequate to carry out its business plan.
The Company’s ultimate success depends upon its ability to raise
additional capital. The Company has not
investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If the Company
needs additional capital, it has no assurance that funds will be available from
any source or, if available, that they can be obtained on terms acceptable to
the Company. If not available, the
Company’s operations will be limited to those that can be financed with its
modest capital.
The Company
will incur expenses in connection with its SEC filing requirements and may not
be able to meet such costs, which could jeopardize its filing status with the
SEC.
As a public reporting company, Eternelle is required
to meet the filing requirements of the SEC.
The Company may see an increase in its legal and accounting expenses as
a result of such requirements. Eternelle
estimates such costs on an annualized basis to be approximately $50,000, which
includes both the annual audit and the review of the quarterly reports by its
auditors. These costs can increase
significantly if the Company is subject to comment from the SEC on its filings
and/or it is required to file supplemental filings for transactions and
activities. If the Company is not
compliant in meeting the filing requirements of the SEC, it could lose its
status as a 1934 Act Company, which could compromise its ability to raise
funds.
Eternelle is
not diversified and it is dependent on only one business.
Because of the Company’s limited financial resources,
it is unlikely that it will be able to diversify its operations. Eternelle’s probable inability to diversify
its activities into more than one area will subject the Company to economic
fluctuations within the industry and therefore increase the risks associated
with the Company’s operations due to lack of diversification.
The Company
may in the future issue more shares, which could cause a loss of control by its
present management and current stockholders.
Eternelle may issue additional shares as consideration
for cash, assets, or services out of its authorized, but unissued, common stock
that would, upon issuance, represent a majority of the voting power and equity
of the Company. The result of such an
issuance would be that those new stockholders would control the Company, and unknown
persons could replace the Company’s management.
Such an occurrence would result in a greatly reduced percentage of
ownership of Eternelle by its current shareholders, which could present significant
risks to investors.
Eternelle
will depend upon its management, but it will have limited participation of
management.
The Company currently has two individuals who are
serving as its officers and directors.
The Company will be heavily dependent upon their skills, talents, and
abilities, as well as several consultants to Eternelle, to implement the
Company’s business plan. Eternelle may,
from time to time, find that the inability of its officers, directors, and
consultants to devote their full-time attention to Eternelle’s business results
in a delay in progress toward implementing the Company’s business plan.
Eternelle does not know of any reason, other than
outside business interests, that would prevent them from devoting their
attention full-time to the Company when the business may demand such full-time
participation.
3
The
departure of key personnel could compromise the Company’s ability to execute its
strategic plan and may result in additional severance costs.
The Company’s success largely depends on
the skills, experience, and efforts of its key personnel. The loss of these persons, or the Company’s
failure to retain other key personnel, would jeopardize its ability to execute its
strategic plan and materially harm its business.
The Company
will need to recruit and retain additional qualified personnel to successfully
grow its business.
The Company’s future success will depend in part on its
ability to attract and retain qualified operations, marketing, sales, and
engineering personnel. Inability to
attract and retain such personnel could adversely affect business growth. The Company expects to face competition in
the recruitment of qualified personnel and cannot provide any assurance that it
will attract or retain such personnel.
The
regulation of penny stocks by the SEC and FINRA may discourage the tradability
of the Company’s securities.
The Company is a “penny stock” company. None of its securities currently trade in any
market and, if ever available for trading, will be subject to a Securities and
Exchange Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than established
customers or accredited investors. For
purposes of the rule, the phrase “accredited investors” means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having
a net worth in excess of $1,000,000 (excluding a primary residence) or having
an annual income that exceeds $200,000 (or that, when combined with a spouse’s
income, exceeds $300,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser’s written
agreement to the transaction prior to the sale.
Effectively, this discourages broker-dealers from executing trades in
penny stocks. Consequently, the rule
will affect the ability of shareholders to sell their securities in any market
that might develop because it imposes additional regulatory burdens on penny
stock transactions.
In addition, the Securities and Exchange Commission
has adopted a number of rules to regulate “penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and
Exchange Act of 1934, as amended.
Because the Company’s securities constitute “penny stocks” within the
meaning of the rules, the rules would apply to the Company and its securities. The rules will further affect the ability of
owners of shares to sell the Company’s securities in any market that might
develop for them because it imposes additional regulatory burdens on penny
stock transactions.
Shareholders should be aware that, according to
Securities and Exchange Commission, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) “boiler room” practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
consequent investor losses. Eternelle’s
management is aware of the abuses that have occurred historically in the penny
stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company’s securities.
Eternelle’s
officers and directors collectively own a substantial portion of its
outstanding common stock, and as long as they do, they may be able to control
the outcome of stockholder voting.
The Company’s officers and directors are collectively
the beneficial owners of approximately 35% of the outstanding shares of the
Company’s common stock. As long as Eternelle’s officers and directors
collectively own a significant percentage of its common stock, other
shareholders may generally be unable to affect or change the management or the
direction of the company without the support of its officers and directors. As
a result, some investors may be unwilling to purchase the Company’s common
stock. If the demand for Eternelle’s common stock is reduced because its
officers and directors have significant influence over the company, the price
of the Company’s common stock could be materially depressed.
The officers and directors will be
able to exert significant influence over the outcome of all corporate actions
requiring stockholder approval, including the election of directors, amendments
to the certificate of incorporation and approval of significant corporate
transactions.
4
The Company
may seek to raise additional funds or develop strategic relationships by
issuing capital stock.
The Company has financed its operations and expects to
continue financing its operations and developing strategic relationships, by
issuing equity or convertible debt securities, which could significantly reduce
or dilute the percentage ownership of existing stockholders. Furthermore, any newly issued securities
could have rights, preferences, and privileges senior to those of existing
stock. Moreover, any issuances of equity
securities may be at or below the prevailing market price of the Company’s stock
and in any event may have a dilutive impact on investors’ ownership interest,
which could cause the market price of stock to decline.
The Company may also raise additional funds through
the incurrence of debt, and the holders of any debt the Company may issue would
have rights superior to investors’ rights in the event the Company is not
successful and is forced to seek the protection of the bankruptcy laws.
The Company
will pay no foreseeable dividends in the future.
The Company has not paid dividends on its common stock
and does not anticipate paying such dividends in the foreseeable future.
ITEM 2. FINANCIAL
INFORMATION.
Plan of
Operation
The Company’s business is to develop and market
skincare products. Its plan is to build a state-of-the-art online store with a
direct marketing and sales funnel aimed at targeted channels, using internet,
social media, and content marketing. The Company’s marketing approach uses
vetted channels that encompass several steps to gauge performance data from
marketing tests against other campaigns in real-time with the ability to modify
content delivery to targeted consumers immediately. The Company engaged a team
with proprietary algorithmic software to assist in making these marketing
decisions. Management believes this will provide the Company a distinct
advantage over other companies that outsource marketing and advertising efforts
to third parties.
The skincare space is well-suited for
direct-to-consumer sales, and there are several channels that Eternelle will
leverage to introduce its unique branding and creative advertising assets.
Creating brand visibility, along with the back-end support to process orders,
is one of Eternelle’s key strengths over smaller competitors in the space. In
addition, Eternelle will create a brand that allows visibility and awareness to
be molded organically, thereby increasing the brand’s value quickly.
In addition to basic social media strategies,
management intends to engage top influencers in the skincare space. The Company
will identify new and potential influencers using proprietary algorithmic
software tools. Once sales have begun, management will create a predictable
sales model to accelerate and project the Company’s future growth. The Company
will utilize Facebook, Instagram, Twitter, and an online blog, and will
retarget ads to IP addresses collected from online orders and influencers’
websites.
The Company has engaged a cosmetic and skincare
manufacturer to produce peptide-based proprietary
products. Given the complexity of global shipping, the Company plans to partner
with a name brand distributor to deliver its products. The distributor has an
advanced fulfillment network, and Eternelle will benefit from the distributor’s
expertise in worldwide product delivery. Management plans to negotiate an
arrangement with the distributor to warehouse Eternelle’s products in the
distributor’s fulfillment centers. The distributor will pick, pack, and ship
products, as well as provide customer service for Eternelle’s products. The
distributor’s fulfillment centers are built to efficiently manage inventory and
are able to handle cross-border shipping and customs issues.
5
Results of
Operations
Operating loss decreased from $3,075 for the year
ended March 31, 2016 to $2,573 for the year ended March 31, 2017 due to lower
professional fees, partially offset by higher general and administrative
expenses.
Liquidity
and Capital Resources
The Company requires significant cash to launch its
business and reduce its payables. The
Company’s primary sources of liquidity and capital resources have been related-party
advances, which are not sufficient prospectively. These factors raise substantial doubt about
the Company’s ability to continue as a going concern. We are actively seeking to raise additional
debt and/or equity capital to add new products and/or services to commence
material operations. If the Company is
unable to raise additional capital in the near future or meet financing
requirements, the Company may need to curtail or alter its plan of operation. Our registered independent
public accounting firm has issued an explanatory paragraph regarding
substantial doubt about the Company’s ability to continue as a going concern.
During the years ended March 31, 2017 and 2016, the
Company had used cash flows from operations of $2,573 and $2,997
due to its net losses. The losses were
funded by related-party advances as reflected in cash flows from financing
activities.
Financial Position
Current
liabilities increased from $279,112 as of March 31, 2016 to $281,685 as of
March 31, 2017 due to the Company’s inability to pay its past-due payables, and
additional expenses incurred.
Off Balance Sheet Arrangements
None.
Critical Accounting Policies and
Estimates
See Item 13 “Financial Statements and Supplementary
Data – Note 3 to the Financial Statements – Significant Accounting Policies.”
Quantitative and Qualitative Disclosures
About Market Risk
The Company’s market risk arises primarily from
exposure to fluctuations in interest rates and exchange rates. The Company presently only transacts business
in Canadian and U.S. Dollars. Management
believes that the exchange rate risk surrounding future transactions of the
Company will not materially or adversely affect the Company’s future earnings. Management does not believe that the Company
is subject to any seasonal trends. The
Company does not use derivative financial instruments to manage risks or for
speculative or trading purposes.
ITEM 3.
PROPERTIES.
The
Company does not own its own facilities and is presently renting an identity
office in Las Vegas, Nevada.
ITEM 4.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as
of March 31, 2017, with respect to any person (including any “group”, as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) who is known to the Company to be the beneficial
owner of more than five percent of any class of the Company’s voting
securities, and as to those shares of the Company’s equity securities
beneficially owned by each of its directors, the executive officers of the
Company and all of its directors and executive officers of the Company and all
of its directors and executive officers as a group. Unless otherwise specified in the table
below, such information, other than information with respect to the directors
and officers of the Company, is based on a review of statements filed, with the
Securities and Exchange commission (the “Commission”) pursuant to Sections 13
(d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s
common stock. As of March 31, 2017, there
were 156,062,660
shares of common stock outstanding.
6
The number of shares of common stock beneficially
owned by each person is determined under the rules of the Commission, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial
ownership includes any shares as to which such person has sole or shared voting
power or investment power and also any shares which the individual has the
right to acquire within 60 days after the date hereof, through the exercise of
any stock option, warrant or other right.
Unless otherwise indicated, each person has sole investment and voting
power (or shares such power with his or her spouse) with respect to the shares
set forth in the following table. The
inclusion herein of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially
owned as of March 31, 2017 by each of the individual directors and executive
officers and by all directors and executive officers as a group.
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Name of
Beneficial Owner
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Position
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Amount and
Nature
of
Beneficial Owner
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Percent of
Common
Stock
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Dennis Cox
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President
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5,259,000
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3.37%
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Baxter Koehn
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Chief
Executive Officer, Chief Financial Officer, Secretary
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50,000,000
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32.04%
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Total
Officer and Directors
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55,259,000
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35.41%
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ITEM 5.
DIRECTORS AND EXECUTIVE OFFICERS.
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Name
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Age
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Office Held
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Dennis
Cox
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72
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President
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Baxter
Koehn
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68
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Chief
Executive Officer, Chief Financial Officer, Secretary
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Dr. Dennis
Cox, President
Mr. Dennis Cox is a
business consultant who has served in various management positions. He has over 35 years experience working in various
manufacturing and service-oriented companies.
Early in his career, Mr. Cox joined Canadian Forest Products Ltd. (CFP),
a large building products company producing plywood and hard board paneling, in
New Westminster, British Columbia. Mr.
Cox has held a wide variety of positions with CFP, including Buyer, Senior
Buyer, Mill Stores, and Maintenance Coordinator and Shipper.
Mr. Cox worked as a consultant
and then as an employee manager for Industrial Equipment Company Ltd.
(IECO), a Power Transmission distributor that
was located in Delta, British Columbia. IECO carried a full range of power
transmission equipment, bearings,
material handling, fluid power, and other related products.
Mr. Baxter Koehn, BA, AMA, EA
Mr. Baxter Koehn, BA, AMA, EA, is a seasoned executive
with over 30 years experience in corporate management, financial leadership,
international manufacturing and
distribution operations. He manages a
consulting practice, which provides financial management and strategic-planning
advisory services to both individuals and privately-held company clients. His duties with the company have included
international marketing, buying and selling businesses and business interests,
as well as developing strategies for acquiring and financing market share.
ITEM 6. EXECUTIVE
COMPENSATION.
The Company has not awarded or paid to the named
executive officer any compensation during the years ended March 31, 2017 and
2016.
7
Compensation of Directors
The Company does not compensate its directors for
their time spent on behalf of the Company, but they are entitled to receive
reimbursement for all out-of-pocket expenses incurred for attending Board of
Directors meetings.
Pension and Retirement Plans
Currently, the Company does not offer any annuity,
pension, or retirement benefits to any of its officers, directors, or employees
in the event of retirement. There are also no compensatory plans or
arrangements with respect to any individual named above which results or will
result from the resignation, retirement, or any other termination of employment
with the company, or from a change in the control of the Company.
Employment
Agreements
The Company does not have written employment
agreements with any of its key employees.
Audit
Committee
Presently, the Board of Directors is performing the
duties that would normally be performed by an audit committee. The Board of Directors intends to form a
separate audit committee and is seeking potential independent directors.
ITEM 7. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
See Item 13 “Financial Statements and Supplementary
Data – Note 5 to the Financial Statements – Related Party Transactions.”
ITEM 8. LEGAL
PROCEEDINGS.
None.
ITEM 9. MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Market
Information
For information regarding the markets in which
Eternelle’s common stock, par value $0.001 per share, is traded, see the cover
page hereof.
Holders of Record
As of March 31, 2017, Eternelle had approximately 115
holders of record of its common stock.
Dividend
Policy
The Company has never declared or paid dividends on its
common stock. Eternelle intends to
retain earnings, if any, to support the development of its business and
therefore does not anticipate paying cash dividends for the foreseeable
future. Payment of future dividends, if
any, will be at the discretion of the Board of Directors after taking into
account various factors, including current financial condition, operating
results, and current and anticipated cash needs.
Issuer
Purchases of Equity Securities
Eternelle did not repurchase any shares of its common
stock during 2017 or 2016.
8
Securities
Authorized for Issuance Under Equity Compensation Plans
Eternelle has not authorized any securities for
issuance under equity compensation plans.
ITEM 10. RECENT
SALES OF UNREGISTERED SECURITIES.
None.
ITEM 11.
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.
Common Stock
The Company is authorized to issue up to 675,000,000
shares of common stock, $0.001 par value.
The holders of our Common Stock are entitled to one vote per share held
and have the sole right and power to vote on all matters on which a vote of
stockholders is taken. Voting rights are
non-cumulative. Common stockholders are
entitled to receive dividends when, as, and if declared by the Board of
Directors, out of funds legally available therefore and to share pro rata in
any distribution to stockholders. Upon
liquidation, dissolution, or the winding up of our Company, common stockholders
are entitled to receive the net assets of our Company in proportion to the
respective number of shares held by them after payment of liabilities which may
be outstanding. The holders of common
stock do not have any preemptive right to subscribe for or purchase any shares
of any class of stock of the Company.
The outstanding shares of common stock will not be subject to further
call or redemption and are fully paid and non-assessable. To the extent that additional common shares
are issued, the relative interest of existing stockholders will likely be
diluted.
At present, the Company is not authorized to issue any
series or shares of preferred stock.
9
ITEM 12.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Company is authorized to indemnify its directors and officers to the fullest
extent permitted by Nevada law. It is also permitted to secure insurance on
behalf of any officer or director for any liability arising out of his or her
actions in that capacity. The Company may provide for indemnification of
related expenses, including attorneys’ fees, judgments, fines, and settlement
amounts incurred by any of these individuals in any action or proceeding.
10
ITEM 13. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
ETERNELLE
SKINCARE PRODUCTS INC.
(formerly Peptide Technologies, Inc.)
TABLE OF CONTENTS
11
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
and Stockholders
Eternelle Skincare
Products, Inc.
We have audited the accompanying
balance sheet of Eternelle Skincare Products, Inc., formerly Peptide Technologies, Inc. (the
“Company”) as of March 31, 2017 and 2016, and the related statements of
operations, stockholders’ deficit and cash flows for the years then
ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the
financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of March 31, 2017 and 2016,
and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United
States of America.
The accompanying
financial statements have been prepared assuming the Company will continue as a
going concern. As more fully explained in Note 2 to the financial statements,
the Company has incurred losses, and has an accumulated deficit and a working
capital deficit as of March 31, 2017. These factors raise substantial
doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters are also
described on Note 2. The Company's financial statements do not
include any adjustments that might result from the outcome of these
uncertainties should the Company be unable to continue as a going concern.
/s/ dbb
mckennon
Newport
Beach, California
June 23, 2017
12
ETERNELLE SKINCARE PRODUCTS INC.
(formerly Peptide
Technologies, Inc.)
BALANCE SHEETS
|
|
|
March 31,
2017
|
|
|
March 31,
2016
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
37,230
|
|
|
$
|
37,230
|
|
|
Related party advances
|
|
|
13,263
|
|
|
|
10,690
|
|
|
Accrued compensation
|
|
|
221,192
|
|
|
|
221,192
|
|
|
Other accrued liabilities
|
|
|
10,000
|
|
|
|
10,000
|
|
|
Total Current Liabilities
|
|
|
281,685
|
|
|
|
279,112
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
Common stock: $0.001 par value;
675,000,000 shares authorized; 156,062,660 shares issued and outstanding
|
|
|
156,413
|
|
|
|
156,413
|
|
|
Additional paid-in capital
|
|
|
692,413
|
|
|
|
692,413
|
|
|
Accumulated deficit
|
|
|
(1,130,511
|
)
|
|
|
(1,127,938
|
)
|
|
Total Stockholders’ Deficit
|
|
|
(281,685
|
)
|
|
|
(279,112
|
)
|
|
Total Liabilities and
Stockholders’ Deficit
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying notes are an integral part of these financial
statements.
13
ETERNELLE SKINCARE PRODUCTS INC.
(formerly Peptide
Technologies, Inc.)
STATEMENTS OF OPERATIONS
|
|
|
For the Year Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
2,573
|
|
|
$
|
3,075
|
|
|
Total
Operating Expenses
|
|
|
2,573
|
|
|
|
3,075
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
|
(2,573
|
)
|
|
|
(3,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(2,573
|
)
|
|
$
|
(3,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
Diluted Loss per Common Share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Weighted
Average Number of Common Shares Outstanding
|
|
|
156,062,660
|
|
|
|
156,062,660
|
|
The accompanying notes are an integral part of these financial
statements.
14
ETERNELLE SKINCARE PRODUCTS INC.
(formerly Peptide
Technologies, Inc.)
STATEMENTS OF CASH FLOWS
|
|
|
For the
Year Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Cash Flows
From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,573
|
)
|
|
$
|
(3,075
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
|
—
|
|
|
|
78
|
|
|
Net cash used for operating
activities
|
|
|
(2,573
|
)
|
|
|
(2,997
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows
From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Related party advances
|
|
|
2,573
|
|
|
|
2,997
|
|
|
Net cash provided by financing
activities
|
|
|
2,573
|
|
|
|
2,997
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and equivalents
|
|
|
—
|
|
|
|
—
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
—
|
|
|
|
—
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest
|
|
|
—
|
|
|
|
—
|
|
The accompanying notes are an integral part of these financial
statements.
15
ETERNELLE SKINCARE PRODUCTS
INC.
(formerly Peptide
Technologies, Inc.)
STATEMENT OF STOCKHOLDERS’ DEFICIT
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Additional
Paid-in Capital
|
|
|
|
Accumulated
Deficit
|
|
|
|
Stockholders’
Deficit
|
|
|
Balance at
March 31, 2015
|
|
|
156,062,660
|
|
|
$
|
156,413
|
|
|
$
|
692,413
|
|
|
$
|
(1,124,863
|
)
|
|
$
|
(276,037
|
)
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,075
|
)
|
|
|
(3,075
|
)
|
|
Balance at
March 31, 2016
|
|
|
156,062,660
|
|
|
|
156,413
|
|
|
|
692,413
|
|
|
|
(1,127,938
|
)
|
|
|
(279,112
|
)
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,573
|
)
|
|
|
(2,573
|
)
|
|
Balance at
March 31,
2017
|
|
|
156,062,660
|
|
|
$
|
156,413
|
|
|
$
|
692,413
|
|
|
$
|
(1,130,511
|
)
|
|
$
|
(281,685
|
)
|
The accompanying notes are an integral part of these financial
statements.
16
ETERNELLE SKINCARE PRODUCTS
INC.
(formerly Peptide
Technologies, Inc.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF OPERATIONS
Eternelle Skincare Products Inc.,
formerly Peptide
Technologies, Inc. (the “Company” or “Eternelle”), was
incorporated in the State of Nevada, United States of America, on November 18,
2005.
The Company’s plan is to build a state-of-the-art
online store with a direct marketing and sales funnel aimed at targeted
channels, using internet, social media, and content marketing. The skincare
space is well-suited for direct-to-consumer sales, and there are several
channels that Eternelle will leverage to introduce its unique branding and
creative advertising assets. In addition to basic social media strategies,
management intends to engage top influencers in the skincare space.
The Company has engaged a cosmetic and skincare
manufacturer to produce peptide-based proprietary products. Given the
complexity of global shipping, the Company plans to partner with a name brand
distributor to deliver its products.
NOTE 2 – GOING CONCERN
These financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”), which contemplate the continuation of the Company as
a going concern. The Company has incurred losses from operations and had an
accumulated deficit of $1,130,511 as of March 31, 2017.
The Company also has excess liabilities over assets of $281,685. These factors
raise doubt about the Company’s ability to continue as a going concern.
Management’s plans are
to actively seek capital to enable
the Company to add new products and/or services to ultimately
achieve profitability. However, management cannot provide
assurance that they can raise sufficient capital and whether
the Company will ultimately achieve profitability, become cash flow positive,
or raise additional debt and/or equity capital. If the Company is unable to raise
additional capital in the near future or meet financing requirements,
management expects that the Company will need to curtail operations, seek
additional capital on less favorable terms, and/or pursue other remedial
measures.
These financial statements
do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be
necessary should the Company become unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
These financial
statements have been prepared in accordance with U.S. GAAP, which requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
ultimately differ from those estimates.
Cash and Cash
Equivalents
Cash and cash equivalents include highly liquid
investments with original maturities of three months or less.
17
Revenue
Recognition
Revenue is recognized
upon shipment or upon receipt of products by the customer, depending on the agreed-upon
terms, provided that: there are no uncertainties regarding customer acceptance;
persuasive evidence of an agreement exists documenting the specific terms of
the transaction; the sales price is fixed or determinable; and collectibility
is reasonably assured. Management assesses the business environment, the
customer’s financial condition, historical collection experience, accounts
receivable aging, and customer disputes to determine whether collectibility is
reasonably assured. If collectibility is not considered reasonably assured at
the time of sale, the Company does not recognize revenue until collection
occurs.
Research
and Development
Research and development expenses are
charged to operations as incurred.
Share-Based
Payments
The Company recognizes
the cost of employee share-based payment awards on a straight-line attribution
basis over the requisite employee service period, net of estimated forfeitures.
Determining the fair
value of share-based awards at the measurement date requires judgment, including
estimating the expected term that stock options will be outstanding prior to
exercise and the associated volatility. Eternelle estimates the fair value of
options granted using the Black-Scholes valuation model. The expected life of
the options used in this calculation is the period of time the options are
expected to be outstanding. Expected stock price volatility is based on the
historical volatility of Eternelle’s stock for a period approximating the
expected life, and the risk-free interest rate is based on the implied yield
available on US Treasury zero-coupon issues approximating the expected life.
Judgment is also required in estimating the amount of share-based awards that
will be forfeited prior to vesting.
The fair value of
restricted stock awards is based on the closing market price of Eternelle’s
common stock on the date of grant.
Income Taxes
Certain income and expense items are accounted for
differently for financial reporting and income tax purposes. Deferred income
tax assets and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities, applying enacted
statutory income tax rates in effect for the year in which the differences are
expected to reverse. A valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized.
Basic and
Diluted Income (Loss) Per Share
Basic income (loss) per common share is computed by
dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding. Diluted income (loss) per common
share is computed similar to basic income (loss) per common share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. Diluted earnings per share is
not shown for periods in which the Company incurs a loss because it would be
anti-dilutive.
Fair Value of
Financial Instruments
Fair value is
defined as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants as of the measurement date. Applicable accounting guidance
provides an established hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use in valuing the
asset or liability and are developed based on market data obtained from sources
independent of the Company. Unobservable inputs are inputs that reflect the
Company’s assumptions about the factors that market participants would use in
valuing the asset or liability. There are three levels of inputs that may be
used to measure fair value:
18
|
·
|
Level 1 -
Observable inputs that reflect quoted prices (unadjusted) for identical assets
or liabilities in active markets.
|
|
·
|
Level 2 - Includes
other inputs that are directly or indirectly observable in the marketplace.
|
|
·
|
Level 3 -
Unobservable inputs which are supported by little or no market activity.
|
The Company’s financial instruments include accounts
payable and accrued liabilities. The carrying value of these instruments
approximate their fair value because of their short-term nature and are
classified as Level 2 within the fair value hierarchy.
Foreign
Currency Translation and Transactions
The financial statements are presented in U.S.
dollars. Foreign-denominated monetary assets and liabilities are translated to
their U.S. dollar equivalents using foreign exchange rates at the balance sheet
date. Revenue and expenses are translated at average rates of exchange during
the period. Related translation adjustments are reported as a separate
component of stockholders’ equity, whereas gains or losses resulting from
foreign currency transactions are included in the results of operations.
Recent Accounting Pronouncements
The
Financial Accounting Standards Board issues Accounting Standards Updates
(“ASU”) to amend the authoritative literature in the Accounting Standards
Codification (“ASC”). There have been a number of ASUs to date that amend the
original text of the ASC. The Company believes those updates issued-to-date
either (i) provide supplemental guidance, (ii) are technical corrections, (iii)
are not applicable to the Company, or (iv) are not expected to have a significant
impact on the Company.
NOTE 4 – ACCRUED
COMPENSATION
Accrued compensation
consists of the following:
|
|
|
March 31,
2017
|
|
|
March 31,
2016
|
|
|
Salaries and benefits payable
|
|
$
|
212,000
|
|
|
$
|
212,000
|
|
|
Payroll taxes payable
|
|
|
9,192
|
|
|
|
9,192
|
|
|
Total accrued compensation
|
|
$
|
221,192
|
|
|
$
|
221,192
|
|
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company’s Chief Executive Officer
(“CEO”) advanced $2,573 and $2,997 to the
Company during the years ended March 31, 2017 and 2016, respectively, to pay
for operating expenses. The advances are
due on demand and carry no
interest. The related-party advances
totaled $13,263 and $10,690 as of March 31, 2017 and 2016, respectively.
NOTE 6 – COMMON STOCK
The Company has authorized the issuance of 675,000,000
shares of common stock with a par value of $0.001 per share. 156,062,660
shares of common stock were issued and outstanding as of both March 31, 2017
and 2016.
19
NOTE 7 – INCOME TAXES
Income tax expense differs from the
amount that would result from applying the federal income tax rate to earnings
before income taxes. During the years ended March 31, 2017 and 2016, these
differences resulted from the following items:
|
|
|
For the
Year Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Loss before income taxes
|
|
$
|
(2,573
|
)
|
|
$
|
(3,075
|
)
|
|
Federal income tax rate
|
|
|
35%
|
|
|
|
35%
|
|
|
Benefit for income taxes
|
|
|
(901
|
)
|
|
|
(1,076
|
)
|
|
Change in valuation allowance
|
|
|
901
|
|
|
|
1,076
|
|
|
Income tax expense
|
|
$
|
—
|
|
|
$
|
—
|
|
The
composition of the Company’s deferred tax assets as of March 31, 2017 and 2016
is as follows:
|
|
|
March 31,
2017
|
|
|
March 31,
2016
|
|
|
Net operating loss carryforward
|
|
$
|
1,061,882
|
|
|
$
|
1,059,309
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax assets
|
|
|
371,659
|
|
|
|
370,758
|
|
|
Valuation allowance
|
|
|
(371,659
|
)
|
|
|
(370,758
|
)
|
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
The Company had a net operating loss carryforward
balance of $1,061,882 and $1,059,309 as of March 31, 2017 and 2016,
respectively. The Company’s net operating losses have expiration dates ranging
from 2025 to 2037.
The Company’s recognized and unrecognized deferred tax
assets related to unused tax losses. A full valuation allowance has been
recorded against the potential deferred tax assets associated with all the loss
carryforwards as their utilization is not considered “more likely than not” at
this time.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does
not have knowledge of any pending or threatened litigation against the Company
or any of its officers.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent
to March 31, 2017, related-party advances totaled approximately $31,000 through
June 23, 2017.
20
ITEM 14.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 15.
FINANCIAL STATEMENTS AND EXHIBITS.
See Item 13 “Financial Statements and Supplementary
Data.”
21
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
|
|
ETERNELLE SKINCARE PRODUCTS INC.
|
|
Date:
|
June
21, 2017
|
By:
Name:
Title:
|
/s/
Dennis Cox
Dennis
Cox
President
|
|
|
|
|
|
|
Date:
|
June
21, 2017
|
By:
Name:
Title:
|
/s/
Baxter Koehn
Baxter
Koehn
Chief
Financial Officer
|
22