Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our”, and “Euoko” mean Euoko Group, Inc. and our wholly-owned subsidiaries Euoko Inc., Hewitt-Vevey Pharma Sciences Inc. and Vita Equity Inc., unless the context clearly requires or states otherwise.
Corporate Overview
The address of our principal executive office is 67 Mowat Avenue, Suite 535, Toronto, Ontario, Canada, M6K 3E3. Our telephone number is (416) 657-3456.
Our common stock is quoted on the OTC Bulletin Board under the symbol “EUOK”.
Corporate History
We were incorporated in the State of Nevada on July 25, 2000, with an authorized capital of 50,000,000 common shares with a par value of $0.001.
Our common shares were quoted for trading on the NASDAQ’s Over-the-Counter Bulletin Board on January 30, 2006, under the symbol "VEQI".
On March 16, 2007, our board of directors approved a 2.6 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. The forward stock split was effective with the Secretary of State of Nevada on March 22, 2007. As a result, our authorized capital increased from 50,000,000 shares of common stock with a par value of $0.001 to 130,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital increased from 13,220,000 to 34,372,000 shares of common stock. The forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on March 22, 2007 under the stock symbol “VIEQ”.
On May 24, 2007, we changed our name to “Euoko, Inc.” pursuant to a merger with our wholly-owned subsidiary Euoko Inc., which had been incorporated only for the purposes of the name change. Our change of name became effective with the Over-the-Counter Bulletin Board at opening for trading on May 25, 2007 under the new stock symbol “EUKO.”
On May 31, 2007, a majority of our shareholders approved the amendment of our Articles of Incorporation to include a new class of shares. Our shareholders approved the creation of 100,000,000 preferred shares with a par value of $0.001. In addition, shareholders gave our directors the right to fix the designations, rights, preferences or other variations of each class or series within each class of capital stock of our company. The creation of the new preferred shares was effective with the Nevada Secretary of State on June 22, 2007.
As a result of the creation of the preferred shares, our authorized capital now consists of 130,000,000 shares of common stock with a par value of $0.001 and 100,000,000 preferred shares with a par value of $0.001.
On April 5, 2007, we entered into a letter agreement with Brandon C. Truaxe, Julio Torres and CMMG Finance Inc. to acquire all of the issued and outstanding shares of Euoko Inc., a company located in Toronto, Ontario, engaged in the business of the development, marketing and distribution of luxury skin treatments.
On July 23, 2007, we entered into an amended and restated share exchange agreement with Brandon C. Truaxe, Julio Torres and CMMG Finance Inc. which amended and restated the agreement entered into on April 5, 2007.
On January 10, 2008, with the approval of our board of directors, we changed our name to Euoko Group Inc. pursuant to a merger with our wholly-owned subsidiary Euoko Group Inc., which had been incorporated soley for the purposes of the name change.
Our change of name became effective with the Over-the-Counter Bulletin Board at opening for trading on January 22, 2008 under the new stock symbol “EUOK”. Our Cusip number remained as 29841 M 103.
On March 7, 2008, we completed the share exchange with the former shareholders of Euoko Inc., Brandon C. Truaxe, Julio Torres and CMMG Finance Inc. Through this share exchange, we acquired all of the issued and outstanding shares of Euoko Inc., a private Canadian company engaged in the business of the development, marketing and distribution of luxury skin treatments.
Our Current Business
We are engaged in the business of the development, marketing and distribution of skin treatments.
On December 20, 2007, we entered into and completed a share purchase agreement and acquired all of the issued and outstanding shares of Hewitt-Vevey Pharma Sciences Inc., a private Canada corporation. Hewitt-Vevey is now our wholly owned subsidiary. Hewitt-Vevey’s primary business activity is intended to be the research, development, marketing and distribution of scientifically-advanced skin treatments. We intend to sell this product line through varied distribution channels in the North American, European and Middle Eastern markets, as well as globally through an internally operated multi-currency and multi-lingual website which has yet to be developed. Although in the development stage, there are currently no products available for distribution.
On March 7, 2008, we completed our acquisition of all of the issued and outstanding common stock of Euoko Inc., a privately held Canada corporation, engaged in the business of the development, marketing and distribution of luxury skin treatments. Our acquisition of this common stock was pursuant to an amended and restated share exchange agreement that we had entered into with the former shareholders of Euoko, dated effective July 23, 2007.
Euoko Inc. was incorporated pursuant to the federal laws of Canada on July 16, 2003 under the name “6118356 Canada Ltd.” On March 17, 2005, it changed its name to “Euoko Inc.” Before 2005, Euoko Inc.’s primary business activity was consulting. In 2006, Euoko Inc.’s primary activity changed to the research, development, marketing and distribution of luxury skin treatments. Euoko Inc. sells its luxury skin treatment products through varied distribution channels in select North American, European, Middle Eastern and Asian markets, as well as globally through its internally operated multi-currency and multi-lingual website.
Since the date of the share exchange, March 7, 2008, Euoko Inc. is now our wholly-owned, operating subsidiary and we have become engaged in the business of the development, marketing and distribution of luxury skin treatments. The business of Euoko is now our business. We currently have five Euoko product lines on the market: the A-Series,
the P-Series, the R-Series, the W-Series and the Y-Series. Over the next 12 months, we plan to increase marketing, distribution and sales for our five product lines and develop new products for introduction into the market.
In our current five collections, we offer twenty-four luxury skin treatment products: the R-Series is for enhancing skin radiance, the Y-Series is for targeting lines and wrinkles, the A-Series is for blemish-prone skin, the P-Series is for diverse environmental protection and the W-Series is for correcting pigmentation problems. Highlights of the brand’s products are Intense Lift Concentrate (1 oz/30 ml for US$500), Cellular Energy Radiance Cream (1.7oz. /50ml for US$170) and Blueprint Resculpting Cream (1.7oz. /50ml for US$180). In the next 12 months, we plan to increase marketing, distribution and sales for these five product lines and develop additional products to enhance the existing line.
Our Euoko Product Lines:
R-Series
The R-Series is clinically formulated to restore a bright, energetic glow to the skin's appearance and is a one-of-a-kind proposal for maintaining year-long radiance. Utilizing multiple European peptides, extracts from a wide array of marine species, exotic fruits, African plants, a variety of biotechnologically-advanced yeast derivatives, as well as vitamins, minerals and antioxidants like ellagic acid, this unique collection represents an imperative arsenal for battling dull skin tones common to today's stressful, busy lifestyles.
Multi-Vitamin Radiance Cleanser
This foaming cream cleanser contains plant extracts and vitamins to revive the skin, green tangerine and marine extracts to increase circulation and Swiss mountain floral extracts to regulate pigmentation.
With active principles, including Mallow, Primula Veris, Alchemilla Vulgaris, Veronica Officinalis, Melissa Officinalis Leaf and Achillea Millefolium from Switzerland, Actiphyte of Tangerine, as well as our most elite grade of Hyaluronic Acid from Denmark.
Radiance Fluid
This super-concentrated toner increases circulation within minutes with our innovative Swiss microalgae, Dunaliella salina. Advanced peptides from France regulate pigmentation. Fig and plankton increase radiance.
With active principles, including Actiphytes of Plankton and Fig, skin-renewing Dunaliella Salina (a micro-algae) cultivated in Switzerland, a pigment-balancing Nanopeptide from France, purified derivatives of circulation-enhancing Saccharomyces Cerevisiae, the Swiss plants Mallow, Primula Veris, Alchemilla Vulgaris, Veronica Officinalis, Melissa Officinalis Leaf and Achillea Millefolium, as well as our most elite grade of Hyaluronic Acid from Denmark.
Eye Contour Brightening Gel
Fast-acting, ultra-light gel eliminates dark circles. Clinical yeast and ellagic acid encourage concentrated circulation. Targeted peptides perfect the eye contour. Pomegranate, raspberry and grape skin extracts protect from oxidation. Plankton and the Swiss microalga, Dunaliella salina, energize. The eye contour is left bright and merges evenly with the facial contours.
With active principles, including Soy and Rice Peptides, microcirculation-correcting Baker's Yeast Protein from Switzerland, multiple contour-perfecting peptides from France and Spain, a rejuvenating Protein Matrix from France, Raspberry, Pomegranate, Grape Seed, Plankton, skin-renewing Dunaliella Salina (a micro-algae cultivated in Switzerland), antioxidant Ellagic Acid, as well as our most elite grade of Hyaluronic Acid from Denmark.
Cellular Energy Radiance Cream
This ultra-rich, creamy radiance booster is a pleasure cocktail for your senses and for your skin. Super-concentrated peptides and exclusive plant derivatives provide nourishment. Swiss microalga, Dunaliella salina, energizes the skin. The skin glows and is infinitely more beautiful.
With active principles, including African Baobab Tree, Nanopeptides, radiance-boosting Field Dock from the Canadian Prairies, purified derivatives of circulation-enhancing Saccharomyces Cerevisiae, the Swiss plants Mallow, Primula Veris, Alchemilla Vulgaris, Veronica Officinalis, Melissa Officinalis and Achillea Millefolium, Actiphyte of Plankton, PerfectionPeptide-P3 from Switzerland, Stabilized Vitamins A, E and C, skin-renewing Dunaliella Salina (a micro-algae) cultivated in Switzerland, as well as Hyaluronic Acid from Denmark.
Y-SERIES
The Y-Series is formulated for facial sculpting, lifting and smoothing treatments. Targeting every aspect of ageing, this series enjoys high concentrations of superior peptides, vitamins, amino acids, plant extracts, lipolysis enhancers (for facial contouring), humectants and nutritive elements in an extraordinarily effective delivery system. This collection gains its confidence from superior peptides and focused derivatives, including Euoko's Okra oligo-peptides, Leuphasyl, Matrixyl 3000, Snap-8, Argireline, Antarticine and a topical, painless facial muscle contraction inhibitor peptide that mimics the activity of the venom of the temple viper, which reflect only a brief sampling of the wide range of clinically-researched actives used in this collection.
The Y-Series is formulated to lessen the size and number of lines and wrinkles, combats dark spots, re-sculpts the facial contour and restores youthful cellular energy.
Instant Precision Cellular Masque
Revive your skin instantly with this rich multi-vitamin masque with high concentrations of amazonian clay, as well as antioxidants like lycopene from tomatoes, pomegranate extract, buriti oil (richest source oil in beta-carotene) and free-radical annihilating açaí.
With active principles, including Amazonian White Clay, rare oils of Açaí and Buriti, Soybean Oligopeptides from France, late generation liposomes of Vitamin A, stabilized Vitamin C, stabilized Vitamin E, Wheat Proteins from France, renewing Oligosaccharides from Nopal, antioxidant Lycopene from Tomato, purified extract of Pomegranate, as well as our most elite grade of Hyaluronic Acid from Denmark.
Marine Cream Cleanser
This gentle cream cleanser provides mild exfoliation with berry fiber, as well as pomegranate and fig, while mild surfactants dissolve impurities and makeup completely. Marine derivatives and algae provide superb moisture support and enhance collagen production for a supple skin tone.
With active principles, including a repairing Glycoprotein from the Antarctic Sea, vitamin-rich Blue Algae from the Cascadia region, Red Marine Algae from the Hawaiian Islands, antioxidant Actiphyte of Pomegranate, exfoliating Cranberry fibre, as well as our most elite grade of Hyaluronic Acid from Denmark.
Pattern Chic
This antioxidant toner counteracts the elements with high oxy-radical absorption capacity plants and white tea.
With active principles, including extracts of Artemisia and Buddleja from the Swiss Alps, multiple biotechnologically-obtained, vitamin-rich Microalga, PerfectionPeptide-P3 from Switzerland, French Rose, Hibiscus and antioxidant Actiphytes of White Tea, Acai Berry and Blueberry, as well as our most elite grade of Hyaluronic Acid from Denmark.
Intense Lift Concentrate
This ultra-concentrated cocktail of immediate and long-term fighters of lines and wrinkles is your single most important step in any anti-aging regimen. Collagen-enhancing peptides and vitamins encourage long-term plumping of the skin. White agaric mushroom extract corrects pore size. Muscle contraction disabler peptides prevent signs of aging from occurring and relax the look of expression lines.
With active principles, including White Agaric Mushroom, Halophile Microalgae, our Swiss muscle-relaxing Tripeptide based on the science of the venom of the temple viper, advanced late-generation age-correction Polypeptides from Spain and the USA, as well as our most elite grade of Hyaluronic Acid from Denmark.
Blueprint Resculpting Cream
This cream blends skin-tensing clinical algae, instantly-lifting polypeptides, muscle-relaxing okra oligopeptides, collagen enhancers and an array of encapsulated vitamins and protective nutrition in a luxurious, lush texture.
With active principles, including Okra Oligopeptides from France, a purified biotechnological extract of Microalga Nannochloropsis Oculata cultivated in Switzerland, expandable spheres of Hyaluronic Acid for immediate line correction, an expert selection of multiple age-correcting Peptides including Serilesine from Spain, Matrixyl 3000 and Dermican from France, and Syn-Coll from Switzerland, as well as our most elite grade of Hyaluronic Acid from Denmark.
Eye Contour Nanolift
The cocktail for the post-injection, post-laser, post-surgery, post-peel era. Millions of lifting nanoparticles work with South American native rose moss and Asiatic pennywort to sustain instant and long-term surface smoothness. Lupine lipopeptides from France maximize optical properties of the skin to accentuate radiance. Micro-Proteins from African drumstick tree help protect cell fibroblasts from pollution stress. Over-fermented sweet black tea targets adipocyte population for restored skin volume. Multi-peptide Eyeliss from France smoothes the eye contour appearance and reduces puffiness. Rhodiola and sugar beet derivatives minimize under-eye darkness, while conditioning the skin to retain moisture. Peptide-joined Ceramide 2 in world-renowned Dermaxyl from France minimizes the appearance of deeper lines, while our most elite grade of hyaluronic acid from Denmark ensures elevated below-surface hydration.
A-Series
Deviating from the harsher formulations of many mainstream skincare lines aimed at treating blemishes, our A-Series makes no use of Benzoyl Peroxide, Oxygen Peroxide or industrial antimicrobial agents, most of which we believe to be carcinogenic and are associated with abnormal oxidation of the skin. Further, our A-Series does not rely on the traditional approach of depleting the oil content of the skin's surface to eliminate blemishes. This approach often causes the skin to overproduce oil in compensation, making the condition actually appear worse. The targeted products in the A-Series rely on the anti-bacterial super-power of multiple sesame and marine-based sebum regulating agents, as well as antibacterial oligo-peptides derived from nature, which have been shown to deliver blemish-free skin.
Matte Foam
This ultra-foaming, gentle cleanser is designed to dissolve impurities while leaving a super matte finish on the skin. Sebum controlling agents and antibacterial marine derivatives provide anti-blemish support throughout the day.
With active ingredients, including antimicrobial Marine Derivatives from Switzerland, Naturally-Occurring Salicylic Acid, multi-fruit Acid Complex (for pore-clearing), sebum-regulating Soybean derivatives, purified Tea Tree derivatives, blemish-correcting Actiphyte of Cranberry, as well as Hyaluronic Acid from Denmark.
Matte Water
Designed to reduce pore size, help pores breathe and restore the skin’s natural cycle, this toner includes meadowsweet, coneflower, Nori, distilled witch hazel and Hyaluronic Acid from Denmark.
With active principles, including Meadowsweet, Salicylic Acid, Hydrocotyl, Witch Hazel derivatives, Coneflower, Nori, as well as our most elite grade of Hyaluronic Acid from Denmark.
Matte Moisture
This moisturizer is formulated to fight acne-causing bacteria from the skin’s surface with a multi-faceted approach against acne. Sesame derivatives encourage proper oil balance, oligopeptides open up pores, antibacterial agents fight certain blemishes, while traditional cranberry and tea tree extracts discourage new blemish development.
With active ingredients, including sebum-regulating Sesame, Argania Spinosa Kernel and Serenoa Serrulata Fruit from Switzerland, Triple Vitamin A Complex, Cranberry and Tea Tree derivatives, a highly purified derivative of Meadowsweet (Spiraea Ulmaria) from France, as well as Hyaluronic Acid from Denmark.
P-SERIES
Exposure to environmental aggressions such as chemicals, stress, UV radiation, dietary imbalance and pollution degrades the skin's capacity to protect itself and impedes the skin's ability to renew and rebalance itself. Our P-Series uses ingredients such as peptides, marine derivatives, metabolic enhancers, DNA protectors (from a purified Kalahari Watermelon), as well as antioxidants from Amazonian and Himalayan berries and is formulated to restore balanced renewal, replenish lost nutrients and create a perfectly clean, moist environment in which the skin's repair mechanisms can function optimally.
Amazonian Berry Wash
We call it berry-dermabrasion. Rub your skin gently with a rich cocktail of antioxidant fruit fibers from Himalayan goji berries, Amazonian açaí berries, cranberries and raspberries. Our Amazonian Berry Wash is formulated with multiple vitamins and deep-sea marine derivatives to protect skin from the elements and leave skin feeling supple, revived and protected.
With active principles, including Açaí Berries, rare Goji Berries, Actiphyte of Blueberries, Cranberry Fibre, protective compounds from micro-organisms located in deep-sea hydrothermal vents, vitamin-rich Blue Algae from the Cascadia region, Walnut Shell Powder, as well as our most elite grade of Hyaluronic Acid from Denmark.
Marine Vitamin Fluid
Daily multi-vitamin for the skin. Encapsulated vitamins provide super nourishment. Multiple berries provide antioxidant support and protect from the elements so the skin doesn’t age before its time. Deep-sea marine derivatives hydrate, revive and perfect the skin’s surface.
With active principles, including Amazonian Mourera, Actiphyte of Açaí Berries, Actiphyte of Blueberries, vitamin-rich Blue Algae from the Cascadia region, protective compounds from micro-organisms located in deep-sea hydrothermal vents, two cell-renewing types of micro-algae (Nannochlorposis Oculata and Dunaliella Salina) cultivated in Switzerland, as well as our most elite grade of Hyaluronic Acid from Denmark.
Watermelon Defense
This advanced moisturizer provides maximum protection for maximum skin life. Clinical Kalahari Desert Melon protects from collagen degradation. Açaí berry provides no-nonsense antioxidant protection. UV blockers protect from sun damage. Our elite hyaluronic acid and fermented algae moisturize and perfect the skin’s surface. All in our feel-good cream-gel texture.
With active principles, including a DNA-protecting, highly-purified extract of Watermelon from the Kalahari Desert, Açaí Berries from the Amazonian Rainforest, Antioxidants Lutein (from Marigold Flowers), Lycopene (from Tomatoes) and Alpha Lipoic Acid, Stabilized Vitamins A, E and C, latest generation UV-blocking particles from the USA, two cell-renewing types of micro-algae (Nannochlorposis Oculata and Dunaliella Salina) cultivated in Switzerland, as well as our most elite grade of Hyaluronic Acid from Denmark.
Extreme Cellular Nutrition Masque
This ultra-hydrating nutrition masque with microorganisms from deep sea vents leaves your skin supple, moist and glowing. Plankton and algae provide comfortable tightening. Rose hip oil restores circulation. Marine vitamins protect. Canadian Willowherb seals moisture.
With active principles, including Honey extract, a repairing Glycoprotein from the Antarctic Sea, a wide-spectrum extract of Plankton, protective compounds from micro-organisms located in deep-sea hydrothermal vents, Rose Hip Seed Oil, vitamin-rich Blue Algae extract from the Cascadia region, a purified extract of Willowherb from Canada, a DNA-protecting, highly-purified extract of Melon from the Kalahari Desert, as well as our most elite grade of Hyaluronic Acid from Denmark.
W-SERIES
The W-Series is a line of products designed to lighten the skin, lighten dark spots, correct the appearance of sporadic pigmentation problems and provide a more even skin tone. The products in the W-Series target overall skin lightening or such spot darkness as freckles, age spots and sun spots.
The W-Series does not use hydroquinone or kojic acid, both of which we consider to be unsafe, unstable, carcinogenic and banned in many countries. Instead, we use clinically-tested ingredients, such as our lightening peptide from France, Alpha Arbutin from Switzerland, Tyrostat from Canada, 1-Methylhydantoine-2-imide (an amino acid), Magnesium Ascorbyl Phosphate (a Vitamin C derivative), Bearberry Extract, Encapsulated Beta Arbutin from Spain, Mallow Extract, Primula Veris Extract, Alchemilla Vulgaris Extract and Veronica Officinalis Extract.
The products in the W-SERIES have light textures that are absorbed quickly into the skin. The textures and absorption capacities of these products are suitable for all skin types and tones.
Extreme White Concentrate Ampoules
This 4-Week program contains our exclusive polypeptide concentrate and encapsulated multi-actives. In a formulation previously thought impossible, 12 potent actives come together at exceptionally high concentrations for the most advanced and fastest regimen available to depigment the skin and restore an evenly white appearance to the tone.
With active principles, including cultivated Microalga Dunaliella Salina and Alpha Arbutin from Switzerland, Encapsulated Wide-Spectrum Arbutin from Spain, Ceramide IIIA and Trans-Retinoic Acid from the USA, multiple Peptides from France, Field Dock from the Canadian Prairies, as well as our most elite grade of Hyaluronic Acid from Denmark.
Active Starch White Masque
This rich masque brightens the skin within minutes and corrects surface imperfections with rice, soy, yeast and encapsulated vitamins.
With active principles, including Alpha Arbutin from Switzerland, Encapsulated Magnesium Ascorbyl Phosphate (a most stable form of Vitamin C) from Spain, Japanese Rice Starch, Saccharomyces Cerevisiae from France and our most elite grade of Hyaluronic Acid from Denmark.
White Foam
This richly-foaming cream cleanser brightens the skin instantly with Swiss plants and Vitamin C, while inhibiting the alpha-MSH signal for a whiter skin appearance.
With active principles, including the purest grade of Magnesium Ascorbyl Phosphate (a highly stable form of Vitamin C), Actiphyte of Bearberry, Vitamin E, the Swiss plants Mallow, Achillea Millefolium and other pigment-fighting herbs from mountains of Switzerland, as well as our most elite grade of Hyaluronic Acid from Denmark.
Multi-Active White Water
Vitamin C and biotechnologically-produced peptides from France come together in this concentrated skin toner to prepare the skin for effective absorption of other whitening treatments.
With active principles, including Nanopeptides from France, the purest grade of Magnesium Ascorbyl Phosphate (a highly stable form of Vitamin C), Scutellaria, White Mulberry, Saxifrage, Grape, as well as our most elite grade of Hyaluronic Acid from Denmark.
Intense White Serum
This concentrated formula brings depigmenting powers of nine effective modern active principles, including peptides, plant extracts, Alpha Arbutin and alpha-MSH blockers for an unmistakably white tone.
With active principles, including cultivated Microalga Dunaliella Salina and Alpha Arbutin from Switzerland, multiple Peptides from France, Field Dock from the Canadian Prairies, as well as our most elite grade of Hyaluronic Acid from Denmark.
White Moisture
With active ingredients, including Alpha Arbutin from Switzerland, Nanopeptides from France, a highly purified Melon extract from the Kalahari Desert, latest generation UV-blocking particles from the USA, as well as Hyaluronic Acid from Denmark.
Speed Control
Concentrated plant acids come together with high levels of Vitamins A and C to speed skin turnover, while advanced peptides from France enhance the action of other products.
With active ingredients, including Vitamin A in the form of Retinol Cylaspheres from the USA, Multiple Peptides from France, Mixed Acids from Tropical Fruits and Hyaluronic Acid from Denmark.
Body White Gel
This formula brings depigmenting powers of such modern active principles as peptides, Alpha Arbutin and encapsulated lightening actives for an unmistakably white tone in larger areas of the body.
With active principles, including Alpha Arbutin from Switzerland, multiple Peptides from France, 1-Methylhydantoin-2-Imide (an amino acid), Field Dock from the Canadian Prairies and Hyaluronic Acid from Denmark.
Distribution Methods Of Our Products Or Services
We are now represented in at least twenty countries. Our current retail partners include Bergdorf Goodman, Saks Fifth Avenue and Bliss World in the U.S.A., Ludwig Beck in Germany, La Rinascente in Italy, and Sccube in Singapore. Our current distribution representation includes such countries as Spain, Germany, France, Bulgaria and
China. In addition to our distributors and retail partners, we also sell our product line globally via our multi-lingual, multi-currency website at www.euoko.com.
We plan to distribute our Hewitt-Vevey products through major retailers, shopping channels and distributors. In addition, we plan to sell our Hewitt-Vevey product line globally via an internally operated multi-lingual, multi-currency website which has yet to be developed.
We seek to attract and retain customers by emphasizing the following key factors:
PRODUCTS - We provide consumers with skincare products that contain what we believe to be most suitable, effective ingredients for the issue targeted by each product. Our current portfolio uses more than one hundred and twenty (120) active ingredients from around the world in the highest concentrations possible. Additionally, our exclusive marine absorption base uses a shoreline red algae and a pure grade of hyaluronic acid to maximize penetration and absorption of our active ingredients.
SUPERIOR SHOPPING EXPERIENCE - Our retail partners are well trained and, in many cases, we employ the representatives who work at these channels. This control over the level of training offers our customers useful advice, making customer education a key approach in attracting and maintaining customers. Further, we believe that we provide an intuitive, easy-to-use website, offering product selection supported by useful product information and clinical summary data. Offering global exclusive points of sale, online shopping and 24-hour worldwide telephone ordering, as well as support, we guarantee a convenient and pleasant shopping experience for our customers.
GUARANTEES - We provide each customer with a four week guarantee, permitting the return of the unused product if the customer is not satisfied. We guarantee that our products are safe and effective when used as recommended. We further require that all of our distributors and retail partners offer this guarantee to their customers.
Fulfillment and Distribution of Orders
We currently fulfill all customer orders from our warehousing facilities in Canada and the United Kingdom, depending on the destination and regulatory requirements. We are committed to shipping accurate orders, efficiently and effectively. Generally, the delivery time is within 1 to 3 business days from the date of the receipt of the order.
Wholesale Sales
Our retail partners and distributors worldwide have access to our proprietary software systems that allows for easy, multi-currency order placement, payment processing, warehouse notification and administrative tasks. Such orders are shipped from one of our international warehouse facilities mentioned earlier for delivery within 1 to 3 business days in most cases.
Customer Service
We are dedicated to customer satisfaction. We deliver on this commitment in a number of ways, including:
We retain highly knowledgeable, service-oriented staff for online, telephone and physical retail sales, ensuring maximum customer knowledge transfer and support.
We offer generous literature on our products to existing and prospective customers.
We offer extensive factual advertising in exclusive print and online media, offering sensible product information.
We offer multi-lingual, detailed product information on our website and via our 24-hour customer support telephone systems.
We offer ample sampling opportunities - well beyond industry standards - of our products so that existing and prospective customers can try our products before committing to purchase them.
We offer a return policy of four weeks to allow our customers to try our products without risk.
Sources and Availability of Raw Materials
We use a wide array of clinically-tested ingredients, including peptides, biotechnologically-derived substances and natural derivatives, from suppliers and their representatives around the world. While these suppliers have established long histories of reliability in terms of materials quality and delivery timelines, we do face minimal and manageable risks associated with the availability of such materials. Our principal suppliers (and/or their representatives) for raw materials are Centerchem, Inc. (and their representation in Canada), Pachem Distribution Inc and Unipex Solutions Canada Inc. (formerly Multichem Inc.).
Technology
Our internal order processing and billing systems, customer relationship management systems and our website have been designed for performance, scalability and reliability. All of these internal systems are developed by our own team of seasoned software developers using the latest advances in technology based on Microsoft.NET.
Marketing
Our current marketing and advertising efforts are designed to attract an exclusive class of customers who demand quality and clarity in communication. Our current efforts are as follows:
we participate as a committed advertiser in more than 20 global publications including Town&Country (USA), Town&Country Travel (USA), Town&Country Weddings (USA), Surface (USA, International), New Beauty (USA), Wallpaper (UK, International), Nuvo (Canada), Fashion Quarterly (Canada), AnotherMagazine (UK, International), Vogue Italia (Italy), Beauty in Vogue (Italy), Printemps Magazine (France), Bergdorf Goodman Magazine (USA), as well as such industry publications as WWD BeautyBiz (USA) and Beauty Report International (Europe). In most cases, our advertising appears in every issue of our committed advertising base as a double-page spread.
we retain some of the top publicists, including Marcy Engelman in the United States. Marcy also represents such clients as Julia Roberts and has previously represented Lancome.
we participate in key fashion and entertainment events in various capacities. Historically, Euoko’s products have been featured in a celebrity goodie bag at the Academy Awards, in celebrity welcome bags at the Bryant Park Hotel during Fashion Week in New York and at other industry events within North America.
we are in ongoing communication with key editors worldwide, with an aggressive focus in the United States, Canada and the United Kingdom. Wallpaper magazine selected Euoko as one of the top three “facial fixes” of the year in its February 2007 Annual Design Awards issue. W Magazine is featuring a full-page story on Euoko in the April issue of 2008. More than twenty magazines and one television show have already covered Euoko’s products in exclusive, unpaid editorial content.
Competition
We expect to compete on the quality of our intellectual property (products), the concentration and breadth of our clinical active ingredients, our modern, minimalist packaging, as well as our approach to uncompromised customer service. The high pricing of our Euoko product line positions us in the premium category whose target customer is uninfluenced by mass communication, allowing for our company to convey the message of our Euoko product line effectively and grow to establish our Euoko product line as the authoritative brand of quality, safety and clinical effectiveness.
While the global cosmetics market is estimated to exceed US$50B and is highly competitive, the particular niche of ultra premium skincare in which our Euoko product line plays is currently targeted by only a select category of exclusive brands, leaving much opportunity for quality and innovation. Our comparatively high pricing positions us with such key brands as La Prairie (owned by Beiersdorf), La Mer (owned by Estee Lauder Companies), SK-II (owned by Proctor and Gamble), Natura Bisse and Amore Pacific. Our Euoko product line’s portfolio employs a
much larger base of active ingredients and a much higher concentration of these ingredients than all of our Euoko product line’s competitors in this category. Our minimalist, modern packaging and advertising approach deviates from the rich finishes and old-school approach used by its competitors, allowing our Euoko product line to become a trend-setter in an overly modern-seeking global mindset.
We intend to sell our Hewitt-Vevey products with pricing that targets the mass consumer market and intend to bring these customers the quality of product, and concentration and breadth of clinical active ingredients currently available to the premium category of consumers.
Intellectual Property
Despite our efforts to protect our proprietary rights, unauthorized persons may attempt to copy aspects of our website, including the look and feel of our website, products that we sell, product organization, product information and sales mechanics or to obtain and use information that we regard as proprietary, such as the technology used to operate our website and our content. We have applied for trademark registration of our Euoko product line’s key branding elements in several countries and regions, including the United States, Canada, Europe, as well as territories in the Middle East and the Orient. Any encroachment upon our proprietary information, the unauthorized use of our trademark, the use of a similar name by a competing company or a lawsuit initiated against us for our infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business.
Litigation or proceedings before the U.S. Patent and Trademark Office may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and to determine the validity and scope of the proprietary rights of others. Any litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business and operating results. Finally, as we offer and sell our products internationally, we are impacted by the laws of many countries. The laws of many other countries do not protect our proprietary rights to as great an extent as do the laws of the United States.
Government Regulation
Cosmetic products are regulated by different regulatory bodies internationally. Our current Euoko product line meets the regulatory requirements of all countries and regions in which its products are marketed. In particular, our current products under the Euoko product line meet the regulations set out in the relevant cosmetic directives in force in the members of the European Union, as well as Canada and the United States.
In Europe, the safety of our current products has been evaluated by a qualified doctor within the United Kingdom and the safety dossiers that discuss all products and their ingredients are housed within our United Kingdom office for governmental inspection as needed. This location appears on all of our packaging. As per regulatory requirements, we have also registered our products with all relevant poison control centres within the European Union.
In the United States, because our products fall within the U.S. Food and Drug Administration's definition of "cosmetics", the two most significant U.S. laws relating to our products are the Federal Food, Drug, and Cosmetic Act and the Fair Packaging and Labeling Act.
The Federal Food, Drug, and Cosmetic Act prohibits the marketing of adulterated or misbranded cosmetics in interstate commerce. Violations of the Act involving product composition--whether they result from ingredients, contaminants, processing, packaging, or shipping and handling--cause cosmetics to be adulterated and subject to regulatory action. Under the Federal Food, Drug, and Cosmetic Act, a cosmetic is adulterated if it meets any one of the following criteria:
it bears or contains any poisonous or deleterious substance which may render it injurious to users under the conditions of use prescribed in the labeling thereof, or under conditions of use as are customary and usual (with an exception made for hair dyes);
it consists in whole or in part of any filthy, putrid, or decomposed substance;
it has been prepared, packed, or held under unsanitary conditions whereby it may have become contaminated with filth, or whereby it may have been rendered injurious to health;
its container is composed, in whole or in part, of any poisonous or deleterious substance which may render the contents injurious to health; or,
except for hair dyes, it is, or it bears or contains, a color additive which is unsafe within the meaning of section 721(a) of the FD&C Act.
Improperly labeled or deceptively packaged products are considered misbranded and subject to regulatory action. Under the Federal Food, Drug, and Cosmetic Act, a cosmetic is considered misbranded if it meets any one of the following criteria:
its labeling is false or misleading in any particular;
its label does not include all required information;
the required information is not adequately prominent and conspicuous;
its container is so made, formed, or filled as to be misleading;
it is a color additive, other than a hair dye, that does not conform to applicable regulations issued under section 721 of the Federal Food, Drug, and Cosmetic Act; or,
its packaging or labeling is in violation of an applicable regulation issued pursuant to section 3 or 4 of the Poison Prevention Packaging Act of 1970.
In addition, under the authority of the Fair Packaging and Labeling Act, the U.S. Food and Drug Administration requires an ingredient declaration to enable consumers to make informed purchasing decisions. Cosmetics that fail to comply with the Fair Packaging and Labeling Act are considered misbranded under the Federal Food, Drug, and Cosmetic Act.
The U.S. Food and Drug Administration's legal authority over cosmetics is different from other products regulated by the agency, such as drugs, biologics, and medical devices. Cosmetic products and ingredients are not subject to the U.S. Food and Drug Administration's premarket approval authority, with the exception of color additives. However, the U.S. Food and Drug Administration may pursue enforcement action against products, firms or individuals that violate the applicable laws and regulations.
Cosmetic firms are responsible for substantiating the safety of their products and ingredients before marketing. our current products meet all of FDA’s regulatory requirements in effect in terms of safety, claims and labeling.
Employees
As at July 31, 2008, we had twelve (12) full time employees and contractors. We plan to hire additional employees when circumstances warrant.
REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.
Item 1A.
Item 1A. Risk Factors
Risks Related to our Company
Risk as to Going Concern
The accompanying consolidated financial statements contemplates continuation of the Company as a going concern. The Company had a net loss of $4,713,078 for the year ended July 31, 2008, and as of July 31, 2008 the Company had a stockholders’ deficiency of $3,808,898. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan is to attempt to raise additional capital until such time as the Company is able to generate sufficient operating revenue. In view of these matters, realization of certain of the assets in the accompanying consolidated financial statements is dependent upon continued operation of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The Company’s ability to continue as a going concern is dependent upon the achievement of profitable operations, support from stockholders and investors, and raising of additional debt or equity which cannot be reasonably assured. Management believes that its ability to raise additional capital provides the opportunity for the Company to continue as a going concern.
We have a limited operating history and limited historical financial information upon which you may evaluate our performance.
We are in our early stages of development and face risks associated with a new company in a growth industry. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. We may not generate positive cash flows or profits in the future.
As the majority of our business assets and all of our directors and officers are located outside of the United States, investors may be limited in their ability to enforce U.S. civil actions against our assets or our directors and officers. You may not be able to receive compensation for damages to the value of your investment caused by wrongful actions by our directors.
The great majority of our business assets are located outside of the United State and all of our directors and officers are resident outside of the United States. Consequently, it may be difficult for investors to affect service of process within the United States upon our assets or our directors or officers, or to realize upon judgments of United States courts predicated upon civil liabilities under U.S. Federal Securities Laws or other laws. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in other countries. You will likely not be able to recover damages as compensation for a decline in your investment.
We indemnify our officers and directors against liability to our company and our shareholders, which may reduce our directors’ and officers’ motivation to meet the standards required by law to properly carry out their duties and the cost to us of any indemnification could negatively affect our operating results.
Our Bylaws allow for the indemnification of our officers and directors in regard to their carrying out the duties of their offices. The Bylaws also allow for reimbursement of legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933 for directors, officers or persons controlling our company, we have been informed that in the opinion of the SEC such indemnification is against public policy and unenforceable.
Since our directors and officers are aware that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to properly carry out their duties, which could have a negative impact on our operating results. Also, if any director or officer claims against our company for indemnification, the costs could have a negative effect on our operating results.
Our management controls approximately 99.6% of the possible votes in a vote by our shareholders and their interest could conflict with the interests of investors which could cause the investor to lose all or part of the investment.
Brandon Truaxe, our President & CEO owns 10,504,000 of our common shares, approximately 30% of our issued and outstanding common stock, and 12,285,000 of our preferred shares, which is 100% of our issued and outstanding preferred stock. Julio Torres, our Vice President and Chief Innovations Officer, owns 1,755,000 of our common shares, 5% of our issued and outstanding common stock. Since each of our preferred shares carries the right to vote 500 times per preferred share, this means that Brandon Truaxe controls 6,153,004,000 votes out of a possible 6,177,600,000 votes, which is approximately 99.6% of the total possible votes in a vote by our shareholders concerning the management of our company. Together, Brandon Truaxe and Julio Torres control 6,154,759,000 shareholder votes, which is approximately 99.6% of the possible votes in a vote by our shareholders. Our management is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control, which may be to the benefit of our management but not in the interest of the shareholders. This beneficial ownership and potential effective control on all matters relating to the business and operations of our company could eliminate the possibility of shareholders changing the management in the event that the shareholders did not agree with the conduct of the officers and directors. Additionally, the shareholders would potentially not be able to obtain the necessary shareholder vote to affect any change in the course of business of our company. This lack of shareholder control could prevent the shareholders from removing from the Board of Directors any directors who are not managing our company with sufficient skill to make it profitable, which could prevent us from becoming profitable.
Risks Related to our Business
We will rely on third-party suppliers and manufacturers to provide raw materials for our products and to produce our products, and we will have limited control over these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
Substantially all of our products will be manufactured by unaffiliated manufacturers. We may not have any long-term contracts with our suppliers or manufacturing sources, and we expect to compete with other companies for raw materials, production and import capacity.
There can be no assurance that there will not be a significant disruption in the supply of raw materials from our intended sources or, in the event of a disruption, that we would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all. In addition, we cannot be certain that our unaffiliated manufacturers will be able to fill our orders in a timely manner.
If we experience significant increased demand, or need to replace an existing manufacturer, there can be no assurance that additional supplies of raw materials or additional manufacturing capacity will be available when required on terms that are acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or raw material sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of raw materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long-term.
In addition, there can be no assurance that our suppliers and manufacturers will continue to provide raw materials and to manufacture products that are consistent with our standards. We may receive shipments of product that fail to conform to our quality control standards. In that event, unless we are able to obtain replacement products in a timely manner, we risk the loss of revenues resulting from the inability to sell those products and related increased administrative and shipping costs. In addition, because we do not control our manufacturers, products that fail to meet our standards or other unauthorized products could end up in the marketplace without our knowledge, which could harm our reputation in the marketplace.
Risks Related to our Securities
Our common stock may be affected by limited trading volume and may fluctuate significantly. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
There has been a limited public market for our common stock and there can be no assurance an active trading market for our common stock will develop. This could adversely affect our shareholders’ ability to sell our common stock in short time periods or possibly at all. Our common stock has experienced and is likely to experience significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. Our stock price could fluctuate significantly in the future based upon any number of factors such as: general stock market trends; announcements of developments related to our business; fluctuations in our operating results; announcements of technological innovations, new products or enhancements by us or our competitors; general conditions in the markets we serve; general conditions in the U.S. or world economy; developments in patents or other intellectual property rights; the performance of our eligible portfolio companies; and developments in our relationships with our customers and suppliers. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
Our common stock is traded on the "Over-the-Counter Bulletin Board," which may make it more difficult for investors to resell their shares due to suitability requirements.
Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.
Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and the Financial Industry Regulatory Authority’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
We lease our main office at 67 Mowat Avenue, Suite 535, Toronto, Ontario, Canada. This office provides us with 1,914 square feet of space for monthly rent of CDN$4,226.75. This space currently meets all of our needs but we may require additional or different office space over the next twelve months to facilitate our expected staffing growth.
Item 3.
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
In the United States, our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “EUOK.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Our common shares were originally quoted for trading on the OTCBB on January 30, 2006 under the symbol “VEQI”.
The high and low bid prices of our common stock for the periods indicated below are as follows:
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
(2) No trades occurred during this period.
(3) Our first trade did not occur until June 15, 2006.
Our shares are issued in registered form. Holladay Stock Transfer Inc., 2939 N. 67th Street, Scottsdale, AZ 85251 (Telephone: (480) 481-3940.; Facsimile: (480) 481-3941) is the registrar and transfer agent for our common and preferred shares.
On October 24, 2008, the shareholders' list showed 15 registered shareholders, 35,100,000 common shares and 12,285,000 preferred shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2008 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2008.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2008.
Item 6.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are engaged in the business of the development, marketing and distribution of skin treatments.
On December 20, 2007, we entered into and completed a share purchase agreement and acquired all of the issued and outstanding shares of Hewitt-Vevey Pharma Sciences Ltd., a private Canada corporation. Hewitt-Vevey is now our wholly owned subsidiary. Hewitt-Vevey’s primary business activity is intended to be the research, development, marketing and distribution of scientifically-advanced skin treatments. We intend to sell this product line through varied distribution channels in the North American, European and Middle Eastern markets, as well as globally through an internally operated multi-currency and multi-lingual website which has yet to be developed. As Hewitt-Vevey is in the development stage, there are currently no products available for distribution and to date, we have not generated any revenues.
On March 7, 2008, we completed our acquisition of all of the issued and outstanding common stock of Euoko Inc., a privately held Canada corporation, engaged in the business of the development, marketing and distribution of luxury skin treatments. Our acquisition of this common stock was pursuant to an amended and restated share exchange agreement that we had entered into with the former shareholders of Euoko, dated effective July 23, 2007. We acquired all the stock of Euoko Inc. in exchange for $145,000 and 12,285,000 preferred shares. The acquisition was accounted for as a reverse merger (recapitalization) with Euoko Inc. (Canada) deemed to be the accounting acquirer and our company the legal acquirer, effective March 7, 2008. Accordingly, the historical financial information presented in the financial statements is that of Euoko Inc. (Canada) as adjusted to give effect to the issuance of the 12,285,000 shares of preferred stock upon completion of the transaction as an adjustment to paid-in capital and to reflect the net liabilities assumed from Euoko Group Inc. of $49,812 as a cost of the reverse merger. The basis of the assets, liabilities and retained earnings of Euoko Inc. (Canada), the accounting acquirer, have been carried over in the recapitalization. The $145,000 has been recorded as a cost of the reverse merger. In addition, as a condition of closing the acquisition of Euoko Inc. (Canada), our company granted options to purchase 1,500,000 shares of common stock at $1.00 per share to various employees, contractors and consultants. The options granted vested immediately and expire March 7, 2013. The fair value of the options was measured on the grant date resulting in a value of $1,543,500 which was recognized as a compensation expense for the three and nine months ended April 30, 2008.
On March 7, 2008, our wholly owned subsidiary, Hewitt-Vevey Pharma Sciences Ltd., entered into a term loan agreement with a related party, CMMG Finance Inc., providing a facility of $1,150,000 CDN for a period of five years and bearing interest at a rate of 1.25% per annum on outstanding amounts. Funds from the facility can be drawn down from time to time as required but in no event no more than $150,000 CDN in any one calendar month. Security for the loan payable is by a promissory note. Interest is due and payable on the expiration of the credit facility. In addition to the interest payable, Hewitt-Vevey will pay a royalty fee of 8.75% of all gross revenues, payable annually. As at July 31, 2008, we have borrowed $1,150,000 CDN ($1,123,090 US).
As at July 31, 2008, we had available funding totaling $1,500,000 CDN ($1,464,900 US) under an amended term loan agreement with CMMG Finance Inc. dated April 14, 2008. As at July 31, 2008, we had not borrowed any amounts under this amended term loan agreement. Subsequently, as at October 28, 2008, we had borrowed $600,000 CDN ($585,960 US) under the amended term loan agreement.
Results of Operations
Sales
Our sales for the year ended July 31, 2008 were $1,145,575, compared to our sales for the year ended July 31, 2007, which were $213,481, representing approximately a 436% increase. The increase in sales is due to the introduction of additional products, the addition of new third-party distributors and retailers and increases in our sales and marketing efforts.
Cost of Sales
Our cost of sales for the year ended July 31, 2008 was $440,814 (38% of product sales), compared to our cost of sales for the year ended July 31, 2007, which was $265,682 (124% of product sales). The increase in our dollar cost of sales is mainly due to increased sales volume and the additional costs associated with the launching of a new product line, as well as sampling and literature support associated with these sales. Cost of sales includes costs related to product manufacturing, brokerage and duties, inbound and outbound shipping and certain promotional activities. We expect that our dollar cost of sales will increase over the next twelve months but will remain constant or increase as a percentage of total sales, mainly due to the additional sampling and literature support related to these sales.
Future cost of sales may be impacted by the inclusion of new brands which may have product cost structures and margins different from those of our existing product lines, the effects of inflation and changing prices from our suppliers and fluctuations in foreign currency rates as certain costs are incurred in foreign currencies.
Operating Expenses
For the year ended July 31, 2008, our total operating expenses were $5,125,885 as compared to $708,960 for the year ended July 31, 2007. We attribute this increase to increases in spending across all cost categories related to our increase in business activities in carrying out our business plan as well as the $1,543,500 stock-based compensation expense recorded during our third quarter. We expect to continue to increase our business activities, hire new employees and/or contractors and we expect our total operating expenses, excluding stock-based compensation, to continue to rise over the coming twelve months. We expect these future increases in our total operating expenses to decrease as a percentage of total revenue.
Liquidity and Financial Condition
We had cash and cash equivalents in the amount of $213,238 as of July 31, 2008 as compared to $145,941 as of July 31, 2007. We had a working capital surplus of $176,688 as of July 31, 2008 compared to working capital surplus of $222,962 as of July 31, 2007.
Our principal source of funds has been cash flows from borrowings under term loan agreements. At July 31, 2008, we had loans payable of $4,052,890 compared with $985,320 at July 31, 2007.
Future Financings
As at July 31, 2008, we had available funding totaling $1,500,000 CDN ($1,464,900 US) under term loan agreements with a related party. As of Oct 28th $600,000 CDN ($585,960 US) of this facility had been utilized. This funding should allow us to meet our current cash requirements over the next six months . We are currently negotiating an additional financing facility for approximately $2,500,000 CDN to help support the continued expansion of the brand worldwide. We may have to raise additional monies through private placements of our equity securities and/or debt financing in order that we may fund continuing operational expenses beyond our expected cash requirements.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
We have not yet achieved profitable operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due, in their report on our audited financial statements for the year ended July 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Revenue Recognition
Product sales are reported on a net basis, which is computed by deducting from gross sales discounts, the amount of actual product returns received and an amount estimated for anticipated product returns. Product sales are recognized upon the passage of title to the customer, provided that the collection of the proceeds from sales is reasonably assured. Our company’s practice is to accept product returns within four weeks of shipment to the customer, only if properly requested, for a full refund less a nominal return shipping charge.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
Foreign currency translation
Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at period end exchange rates. Capital accounts are translated into U.S. dollars at the acquisition date rates. Income and expense items are translated at the weighted average exchange rates for the period. Net exchange gains or losses resulting from such translations are excluded from net income (loss) but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years.
In February 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” (SFAS 159). SFAS 159, which becomes effective for our company on January 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument.
In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (FAS 141(R)), which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. Statement 141 (R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards that require that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. SFAS No. 160 also requires that any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure requirements to identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented.
In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - an amendment of FAS 133.” SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.
We do not believe that the adoption of the above recent pronouncements will have a material effect on our company’s consolidated financial position, results of operations or cash flows.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8.
Item 8. Financial Statements and Supplementary Data
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JULY 31, 2008 AND 2007
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders’ of
Euoko Group Inc. (formerly Vita Equity Inc.) and Subsidiary
We have audited the accompanying consolidated balance sheets of Euoko Group Inc. (formerly Vita Equity Inc.) and Subsidiary as of July 31, 2008 and 2007 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Euoko Group Inc. (formerly Vita Equity Inc.) and Subsidiary as at July 31, 2008 and 2007 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had recurring losses from operations and had a stockholders’ deficiency as of July 31, 2008. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Weinberg & Company, P.A.
Los Angeles, California
October 21, 2008
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 2008 AND 2007
ASSETS
See accompanying notes to consolidated financial statements.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
See accompanying notes to consolidated financial statements.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
See accompanying notes to consolidated financial statements.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
See accompanying notes to consolidated financial statements.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Euoko Group, Inc. (formerly Vita Equity, Inc., the “Company”) was incorporated in the state of Nevada on July 25, 2000. On January 10, 2008, the Company changed its name to “Euoko Group, Inc.” and its year end to July 31.
On March 7, 2008, the Company acquired all of the outstanding shares of Euoko Inc. (Canada), a private Canadian company in exchange for $145,000 and 12,285,000 preferred shares, and as a result Euoko Inc. (Canada) became a wholly owned subsidiary of the Company. The acquisition was accounted for as a reverse merger (recapitalization) with Euoko Inc. (Canada) deemed to be the accounting acquirer and the Company the legal acquirer, effective March 7, 2008. Accordingly, the historical financial information presented in the financial statements is that of Euoko Inc. (Canada) as adjusted to give effect to the issuance of the 12,285,000 shares of preferred stock upon completion of the transaction as an adjustment to paid-in capital and to reflect the net liabilities assumed from Euoko Group, Inc. of $49,812 as a cost of the reverse merger. The basis of the assets, liabilities and retained earnings of Euoko Inc. (Canada), the accounting acquirer, have been carried over in the recapitalization. The $145,000 has been recorded as a cost of the reverse merger.
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts and operations of Euoko Group, Inc. and its wholly owned subsidiaries Euoko Inc., Hewitt-Vevey Pharma Sciences Ltd. and Vita Equity Inc. (Canada). Intercompany accounts and transactions have been eliminated in consolidation.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. The Company had a net loss of $4,713,078 for the year ended July 31, 2008, and as of July 31, 2008 the Company had a stockholders’ deficiency of $3,808,898. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan is to attempt to raise additional capital until such time as the Company is able to generate sufficient operating revenue. In view of these matters, realization of certain of the assets in the accompanying consolidated financial statements is dependent upon continued operation of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The Company’s ability to continue as a going concern is dependent upon the achievement of profitable operations, support from stockholders and investors, and raising of additional debt or equity which cannot be reasonably assured. Management believes that its ability to raise additional capital provides the opportunity for the Company to continue as a going concern.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amounts due to banks, and any other highly liquid investments with a maturity of three months or less. The carrying amounts approximate fair values because of the short-term maturity of those instruments.
Accounts Receivable
Trade receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed.
The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. At July 31, 2008 and July 31, 2007, there was no allowance for uncollectible trade receivables.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or market.
Property and Equipment
Property and equipment is recorded at cost. The Company uses accelerated methods of depreciation over the estimated useful lives of the respective assets for financial reporting purposes. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful life of the improvements. The estimated useful lives used are as follows:
Normal repairs and maintenance are expensed as incurred, whereas significant changes that materially increase values or useful lives are capitalized and depreciated over the estimated useful lives of the related assets.
Fair Value of Financial Instruments
The Company’s financial instruments consist of accounts receivable, sales tax receivable, income tax receivable, accounts payable and accrued liabilities and due to stockholder. The fair value of these financial instruments approximates their carrying amount given the short period to receipt or payment of cash. The carrying value of loans payable approximates fair value based on the effective interest rates compared to current market rates.
Impairment of Long-lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of the assets less cost to sell.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Revenue Recognition
The Company recognizes revenue when there is persuasive evidence that an arrangement exists, delivery of the product has occurred and title has passed, the selling price is both fixed and determinable, and collectability is reasonably assured, all of which generally occurs upon shipment of the Company's product.
Shipping, Handling Fees and Costs
Shipping, handling fees and costs billed to customers are included in net sales, and the actual costs incurred by the Company are included in cost of sales. Shipping and handling costs are charged to expenses as incurred.
Income Taxes
The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates at the balance sheet date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce net deferred taxes to amounts that are more likely than not to be realized.
Stock-based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and financing costs. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment,” effective January 1, 2006, and is using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123R for all awards granted to employees prior to the effective date of SFAS No. 123R that remained unvested on the effective date. The company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18: “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” under which the value of the stock compensation is based upon the measurement date as determined by either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Earnings (Loss) per Common Share
The Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share”, requires presentation of basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.
Options to purchase 1,500,000 shares of common stock were outstanding as at July 31, 2008 (nil shares as at July 31, 2007) but were not included in the computation of diluted earnings per share for the period because the Company incurred a loss during the period, and the effect would be anti-dilutive.
Foreign Currency Translation
Assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at period end exchange rates. Capital accounts are translated into U.S. dollars at the acquisition date rates. Income and expense items are translated at the weighted average exchange rates for the period. Net exchange gains or losses resulting from such translations are excluded from net income (loss) but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity.
Comprehensive Income (Loss)
Comprehensive gain (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive gain (loss) should be reported in a financial statement that is presented with the same prominence as other financial statements. The Company's only current component of comprehensive gain (loss) is a foreign currency translation adjustment.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and accounts receivable.
The Company places its cash with high quality financial institutions and does not anticipate incurring any losses related to this credit risk.
The Company extends credit to customers based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required. For the year ended July 31, 2008, two customers accounted for 14% and 13%, respectively of sales. There were no other customers that accounted for more than 10% of sales. For the year ended July 31, 2007, one customer accounted for 24% of total sales. As of July 31, 2008, five customers accounted for 29%, 13%, 13%, 10% and 10% of accounts receivable. There were no accounts receivable as of July 31, 2007.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115”. SFAS 159, which becomes effective for the Company on August 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument.
In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (FAS 141(R)), which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. FAS 141 (R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards that require that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. SFAS No. 160 also requires that any retained non-controlling equity investment in the former subsidiary be initially measured at fair value when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure requirements to identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented.
In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - an amendment of FAS 133.” SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.
The Company does not believe that the adoption of the above recent pronouncements will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 2 INVENTORIES
NOTE 3 PROPERTY AND EQUIPMENT
Depreciation expense was $27,831 and $9,350 for the years ended July 31, 2008 and July 31, 2007, respectively.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 4 LOANS PAYABLE TO RELATED PARTY
Loans payable consist of the following loans from CMMG Finance Inc., a party related to a stockholder of the Company:
The Company also has available to it another working capital facility in the amount of $1,500,000 CDN (($1,464,900 US) from CMMG Finance Inc. for which no advances have been made to the Company up to July 31, 2008. The facility will be secured by a promissory note and bear interest at 11.00% per annum payable at maturity, due October 23, 2011. Beginning with the first draw down on the additional facility and while the facility is in use, in addition to interest, the Company must pay to the lender a royalty fee based on 5.00% of all gross revenues of Euoko Inc. (Canada), payable annually (see note 10).
Amounts recorded for interest expense owing related to the above loans for the year ended July 31, 2008 and July 31, 2007 were $88,980 and $13,131, respectively.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 5 CAPITAL STOCK
Common Stock
The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at times and in amounts as our board of directors may determine. Each stockholder is entitled to one (1) vote for each share of our common stock held on all matters submitted to a vote of the stockholders. Cumulative voting is not provided for in our articles of incorporation or any amendments thereto, which means that the majority of votes can elect all of the directors then standing for election. Common stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of shares of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of preferential rights of any outstanding preferred stock. There are no sinking fund provisions applicable to our common stock. The outstanding shares of our common stock are fully paid and non-assessable.
Preferred Stock
Each shareholder of outstanding shares of our preferred stock is entitled to five hundred (500) votes for each share of our preferred stock held on all matters submitted to a vote of shareholders. Cumulative voting is not provided for in our articles of incorporation or any amendments thereto, which means that the majority of votes can elect all of the directors then standing for election. Preferred stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of shares of our preferred stock are not entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of preferential rights of any outstanding preferred stock. There are no sinking fund provisions applicable to our preferred stock. The outstanding shares of our preferred stock are fully paid and non-assessable. The holders of outstanding shares of our preferred stock are not entitled to receive dividends out of assets legally available at times and in amounts as our board of directors may determine.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 6 STOCK OPTIONS
On March 7, 2008, as a condition of closing the acquisition of Euoko Inc. (Canada), the Company granted options to purchase 1,500,000 shares of common stock at $1.00 per share to various employees, contractors and consultants. The options granted vested immediately and expire March 7, 2013. The options granted were valued at $1,543,500, as determined by using a Black-Scholes pricing model with the following assumptions: expected volatility of 115.4%, average risk free rate of 1.65%, dividend yield of 0.00%, and expected life of 2.5 years. The weighted average fair value of options granted during the year was $1.029. The Company recognized $1,543,500 of compensation expense for the year July 31, 2008 related to the fair value of the options which vested immediately.
As at July 31, 2008 options outstanding are as follows:
Additional information regarding options outstanding as of July 31, 2008 is as follows:
As at July 31, 2008, the intrinsic value of the 1,500,000 vested options was $375,000.
NOTE 7 INCOME TAXES
Reconciliation of the effective income tax rate to the U.S. and Canadian statutory rates are as follows:
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
Significant components of the Company’s deferred income tax assets at July 31, 2008 and 2007 are as follows:
Based upon the Company’s history of losses in the U.S. parent company and in the Canadian subsidiary companies, and management’s assessment of when these operations are anticipated to generate taxable income, the Company has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.
Net operating loss carry forwards from U.S. operations totaling approximately $135,707 at July 31, 2008 are being carried forward. The net operating loss carry forwards expire at various dates through 2028 for federal purposes.
As of July 31, 2008, Canadian operations had net operating loss carry forwards totaling approximately $3,439,855 expiring at various dates through 2028.
Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”) - an interpretation of FASB Statement No. 109, Accounting for Income Taxes.” The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of July 31, 2008, the Company does not have a liability for unrecognized tax uncertainties.
The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of July 31, 2008, the Company has no accrued interest or penalties related to uncertain tax positions.
The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2002. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these net operating losses and tax credit carry forwards may be utilized in future periods, they remain subject to examination. The Company also files income tax returns in the Canadian federal jurisdiction and various provinces. The Company is subject to Canadian federal and provincial income tax examinations by tax authorities for years after 2002. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for Canadian federal and provincial tax purposes that have attributes from closed periods. Since these net operating losses and tax credit carry forwards may be utilized in future periods, they remain subject to examination.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 8 RELATED PARTY TRANSACTIONS
The Company utilized the consulting services of one of its stockholders resulting in fees paid totaling $114,567 and $77,059 for the years ended July 31, 2008 and 2007, respectively.
The Company utilized the advertising services of a magazine owned by one of its stockholders resulting in advertising fees paid totaling $118,955 and $25,022 for the years ended July 31, 2008 and 2007, respectively.
Due to stockholders are for advances to the Company made by the Company’s current President and CEO, Brandon Truaxe, and the Company’s former President, Dwight Webb. The amounts are unsecured, non-interest bearing, and are due on demand. As of July 31, 2008 and 2007 the amounts due these stockholders was $130,786 and 14,449 respectively.
NOTE 9 COMMITMENTS AND CONTINGENCIES
Operating Lease Commitment
The Company leases premises under an operating lease with a five year term expiring on December 31, 2011. Minimum lease commitments exclusive of insurance and other occupancy charges under the lease as at July 31, 2008 were:
Royalty fee
Pursuant to the share purchase agreement for the purchase of Hewitt-Vevey Pharma Sciences Ltd., Euoko Group Inc. has agreed to pay to CMMG Finance Inc. a royalty fee, calculated by multiplying 2.75% by the gross revenues of the Hewitt-Vevey, within 60 days of each fiscal year-end of the Company up to a maximum cumulative royalty fee of $500,000. As Hewitt-Vevey is still in its development stage, no revenues have been earned and thus no royalty fee is currently due.
EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007
NOTE 10 SUBSEQUENT EVENTS
Subsequent to July 31, 2008, the Company received additional funds under the terms of its loan agreement with CMMG Finance in the amount of $600,000 CDN ($585,960 US).
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.
Item 9A(T).
Item 9A(T). Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of July 31, 2008, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of July 31, 2008, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended July 31, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
(1)
Became an officer of Euoko Group Inc. on March 7, 2008, the date of our acquisition of Euoko Inc., and became a director of Euoko Group Inc. on April 14, 2008.
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Brandon Truaxe, President and Chief Executive Officer
Educated in Computer Science at the University of Waterloo, Brandon’s interest in business development has allowed him to explore a variety of successful ventures in software, nutrition, graphics design and cosmetics. Having conceptualized and founded Euoko, Brandon has also maintained a successful software development business, Custom Struct, whose most notable project has been the leading of a renowned web-centric automotive financing system for the Canadian operations of DealerTrack Holdings, Inc. This software system has revolutionized online lending, and is used by more than 2,500 automotive dealerships and over twenty prime and sub-prime lending institutions. Prior to founding Euoko, Inc., he was a founding member and president of Schematte Corporation (a
software development firm) and Organic Senses Ltd. (a marketer of nutritional supplements). Brandon has developed and led Euoko’s branding, design, ingredient selection, legal issues, website design, software design and all aspects of Euoko’s business. Mr. Truaxe has no prior public company experience as a director or officer.
Julio Torres, Vice President and Chief Innovations Officer
Educated in Computer Science at the University of Havana, Julio has gained extensive background in modern software development in positions of progressively increasing responsibility with Cuba’s Ministry of Finance. Prior to joining Euoko, Julio held the position of CEO at Vitral Projects Limited, a software firm founded by him that provided software consulting services to DealerTrack Holdings, Inc. His firm has collaborated extensively with Brandon Truaxe in the development of a complex automotive financing software system for DealerTrack. At Euoko, Julio’s creativity and extensive design background have allowed him to play a vital role since the early stages of the company’s brand and image development. Euoko benefits not only from Julio’s creativity and extraordinary attention to detail, but also from his solid technology background which has been fundamental in the development of Euoko’s technology requirements. Julio has been heavily involved in the development of Euoko’s branding, design, formulation, ingredient selection, supplier selection, legal issues, website design, software design and all aspects of Euoko’s business. Mr. Torres has no public company experience as a director or officer.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;
3.
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.
being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2008, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:
(1) The executive officer, director or holder of 10% or more of our common stock filed a late Form 3 -Initial Statement of Beneficial Ownership of Securities.
Code of Ethics
Effective April 14, 2007, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president (being our principal executive officer and principal financial officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
3.
compliance with applicable governmental laws, rules and regulations;
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
5.
accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics.
Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to our company at Suite 535, 67 Mowat Avenue, Toronto, Ontario M6K 3E3.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
Item 11.
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
(a)
our principal executive officer;
(b)
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2008 and 2007; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2008 and 2007,
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
(1)
Brandon Truaxe became an Officer and Director of Euoko Inc. on July 13, 2003 and an officer of Euoko Group Inc. on March 7, 2008.
(2)
Accrued but not yet paid.
(3)
Michael Basler became an Officer and Director of Euoko Inc. on July 27, 2007 and an officer of Euoko Group Inc. on March 7, 2008. Mr. Basler resigned on October 22, 2008.
(4)
Julio Torres became an Officer and Director of Euoko Inc. on October 19, 2005 and an officer of Euoko Group Inc. on March 7, 2008.
(5)
Mauro Baessato became an Officer and Director on August 1, 2000 and resigned from the position of Director on April 13, 2003. Mauro Baessato resigned as an officer of our company on March 7, 2008.
(6)
Dwight Webb became an Officer and Director on August 1, 2000 and resigned as an officer on March 7, 2008 and as a director on April 14, 2008.
On October 24, 2006, we entered into an executive agreement with Brandon Truaxe, our president, chief executive officer and a director of our company.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Stock Option Plan
Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Stock Options/SAR Grants
On March 7, 2008, in connection with the closing of the acquisition of Euoko Inc., we granted stock options to purchase 1,500,000 shares of common stock at an exercise price of $1.00 per share to various employees, contractors and consultants. Of the 1,500,000 options granted, 725,000 were granted to directors and officers of our company.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values
There were no options exercised during our fiscal year ended July 31, 2008 by any officer or director of our company.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Family Relationships
There are no family relationships between any of our directors, executive officers or directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of October 24, 2008, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
(1)
Based on 35,100,000 shares of common stock issued and outstanding as of October 24, 2008. Except as otherwise indicated, we believe that the beneficial owners of the common shares listed above, based on
information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2)
Since each of our preferred shares carries the right to vote 500 times per preferred share, this means that, counting both his preferred shares and common shares, Brandon Truaxe controls 6,153,004,000 votes out of a possible 6,177,600,000 votes, which is approximately 99.6% of the total possible votes in a vote by our shareholders concerning the management of our company.
(3)
Includes 10,504,000 common shares and 200,000 common share purchase options issued on March 7, 2008, pursuant to the amended and restated share exchange agreement with Euoko, at an exercise price of $1.00 and an expiry date of March 7, 2013.
(4)
Includes 1,755,000 common shares and 200,000 common share purchase options issued on March 7, 2008.
(5)
Together, Brandon Truaxe and Julio Torres control 6,154,759,000 shareholder votes, which is approximately 99.6% of the possible votes in a vote by our shareholders.
Equity Compensation Plans
We do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Changes in Control
A change in control of our company occurred as a result of the share exchange we completed with the former shareholders of Euoko Inc. on March 7, 2008.
As a result of the share exchange, one former shareholder of Euoko Inc., Brandon Truaxe, now owns 12,285,000 preferred shares in our company. Each preferred share carries with it the voting rights of 500 votes per share. So, the 12,285,000 preferred shares now held by Brandon Truaxe have the power of 6,142,500,000 votes. Two of the three former shareholders of Euoko, Inc., Brandon Truaxe and Julio Torres have purchased 10,504,000 common shares and 1,755,000 of our common shares, respectively, from some of our shareholders on their own.
We have 35,100,000 shares of our common stock, par value $0.001, issued and outstanding. Each common share carries with it the voting rights of one (1) vote per share.
This means that Brandon Truaxe controls 6,153,004,000 votes out of a possible 6,177,600,000 votes, which is approximately 99.6% of the total possible votes in a vote by our shareholders, concerning the management of our company. Together, Brandon Truaxe and Julio Torres control 6,154,759,000 shareholder votes, which is approximately 99.6% of the possible votes in a vote by our shareholders.
The issuance of the 12,285,000 preferred shares effectively gives the control of the management and direction of our company to Brandon Truaxe, who is also now our president and chief executive officer.
Furthermore Brandon Truaxe holds 200,000 common stock options and Julio Torres holds 200,000 common stock options. These options can be exercised for one common share each at a price of $1.00 until they expire on March 7, 2013 or until they are terminated pursuant to other terms and conditions of the option agreements, the form of which is attached as an exhibit to this current report.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended July 31, 2008, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.
On March 7, 2008, we completed a share exchange involving, among others, Brandon Truaxe, the beneficial shareholder of approximately 30% of our issued and outstanding common shares and Julio Torres, the beneficial shareholder of approximately 5% of our issued and outstanding common stock.
The share exchange was with the former shareholders of Euoko Inc.: Brandon C. Truaxe; Julio Torres; and, CMMG Finance Inc. Through this share exchange, we acquired all of the issued and outstanding shares of Euoko Inc., a private Canadian company engaged in the business of the development, marketing and distribution of luxury skin treatments. The letter agreement and the amended and restated share exchange agreement setting out the terms and conditions of this share exchange are incorporated by reference as exhibits to this current report. In consideration for the shares we received, we paid at total of $145,000 and issued 12,285,000 preferred shares to the former shareholders of Euoko Inc. (Canada) and we granted 1,500,000 common stock options to Brandon Truaxe, Michael Basler and Julio Torres as well as eleven other optionees named by Brandon Truaxe and Julio Torres, the former shareholders of Euoko Inc. (Canada). The consideration was paid as follows:
to Brandon Truaxe, $28,000, 12,285,000 preferred shares and 200,000 common stock options;
to CMMG Finance, $110,000;
to Julio Torres, $7,000 and 200,000 common stock options;
to Michael Basler 325,000 common stock options; and,
to named Optionees, 775,000 common stock options.
As a result of the share exchange, Brandon Truaxe, now owns 12,285,000 preferred shares in our company. Each preferred share carries with it the voting rights of 500 votes per share. The 12,285,000 preferred shares carry the voting power of 6,142,500,000 common shares. We have 35,100,000 shares of our common stock, par value $0.001, issued and outstanding. Each common share carries with it the voting rights of one (1) vote per share. The completion of the share exchange, including the issuance of the 12,285,000 preferred shares, effectively gives the control of the management and direction of our company to Brandon Truaxe, who is also now our president and chief executive officer.
Also pursuant to the share exchange, Julio Torres is now our vice president and chief innovations officer.
The approximate dollar value of the transaction was $740,785. This was an exchange of shares plus some additional consideration, the amounts of which were negotiated between the parties and arrived at as the fair value of the rights and interests being exchanged. This transaction was reviewed, approved and ratified by our sole director.
Director Independence
We currently act with two directors, consisting of Brandon Truaxe and Julio Torres. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that
retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Item 14.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2008 and for fiscal year ended July 31, 2007 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(a)
Financial Statements
(1)
Financial statements for our company are listed in the index under Item 8 of this document
(2)
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)
Exhibits
* Filed herewith.
SIGNATURES
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.
EUOKO GROUP, INC.
/s/ Brandon Truaxe
Brandon Truaxe
President, Chief Executive Officer and
director
(Principal Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
Dated: November 12, 2008
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.
/ s/ Brandon Truaxe
Brandon Truaxe
President, Chief Executive Officer and
director
(Principal Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
Dated: November 12, 2008
/s/ Julio Torres
Julio Torres
Director
Dated: November 12, 2008