ITEM 1. BUSINESS
White Smile Global, Inc. incorporated in the State of Nevada on September 25, 2008, as Shawcore Development, Inc. On July 20, 2011, the Company changed its name to White Smile Global, Inc.
Business Description
White Smile Global, Inc. specializes in oral health and teeth whitening products. The Company’s core focus is on the OTC teeth whitening and "tooth paste" industry. The White Smile brand of products includes patent-pending intellectual property centered around the inventions of bio-chemist and cosmetic dentist, Dr. Martin S. Giniger DMD, PhD, MsD, FICD.
White Smile Global was created with the intent of offering the most effective, cutting edge technologies to the cosmetic dental industry, both domestically and abroad. Our Mission is to create new products that promote oral health through the use of “All-Natural” ingredients in all products.
The Company owns and operates the White Smile(TM) brand, which includes multiple patent-pending formulations that at present are being clinically tested, packaged and prepared for consumer retail availability. The Company is working to have these new product lines ready to be released to the general public through retail product placement and online sales during the first quarter of 2012. All White Smile(TM) Products will be formulated, designed, and manufactured in America, and distributed worldwide through global partnerships.
Products
These White Smile(TM) products will be introduced in several key categories. These categories include but are not limited to:
White Smile Naturals(TM) - "All Natural" fruit tooth paste and foam including natural ingredients and natural sweeteners that do not promote tooth decay.
White Smile Premier(TM) At-Home LED teeth whitening system - a "professional grade" OTC strength handheld teeth whitening system which consists of a handheld LED teeth whitening light paired with a two part pen system and the White Smile(TM) Tooth Gloss. Clinical study on this product is nearing completion. Preliminary product packaging design has been recently completed and will be finalized upon receiving the final results of the clinical study, at which time White Smile Global will make the results of the study public before the product becomes available for purchase to consumers.
White Smile Organics(TM) - This product line will include certified organic ingredients with naturally occurring enzymes and flavors.
White Smile Complete(TM) dual oral health foam, featuring "Oxygen-Infused Technology" invented by Dr. Giniger, and acquired by the Company. This product consists of two part complete foam that includes a cleaning and whitening effervescence foam, and was created to replace tooth "pastes" and "gels" for daily oral care use. The clinical study of this product is entering the final stage and results will be available to the public and the dental community once completed.
White Smile Professional(TM) Teeth Whitening System - A professional "in-office" teeth whitening system sold to dentists.
Also created is the packaging for the "EU-Friendly" non-peroxide version of the Smile Premier(TM) "At-Home" professional grade LED teeth whitening system which will make this product the first "At-Home" LED teeth whitening system available to consumers in the European Union market due to technology of the patent-pending micro-encapsulated teeth whitening gel created by Dr. Giniger.
White Smile Global will be introducing additional distributors in multiple countries in Asia, Europe, Africa, and South Africa in the first quarter of 2012.
Competition
The markets for the Company’s products are highly competitive. The Company believes that the principal competitive factors in all of its markets are product features, reliability, name recognition, established distribution network, customer service and, to a lesser extent, price. The relative speed with which the Company can develop, complete testing, obtain regulatory approval and sell commercial quantities of new products is also an important competitive factor. Some of the Company’s competitors have greater financial, research, manufacturing, and marketing resources than the Company. The Company’s competitors include: Procter and Gamble Co., Colgate-Palmolive Co., Toms of Maine, and Burts Bees.
The Company competes with manufacturers of both branded and private-label dental products.
FDA Regulation
At present, White Smile Global does not manufacture any product that is governed by the U.S. Food and Drug Administration (“FDA”). All teeth whitening products containing hydrogen peroxide are classified by the FDA as “cosmetic” and do not require approval. None of our oral health products contain sodium fluoride. Also, our White Smile Premier(TM) LED System is exempt pursuant to section 510k of the Federal Food, Drug, and Cosmetic Act (“Act”).
To the extent the products are marketed abroad, they are also subject to government regulation in the various foreign countries in which the products are produced or sold. Some of these regulatory requirements and penalties for non-compliance are more stringent than those applicable in the United States. They also vary from country to country.
Medical Device Regulation. Pursuant to the Act, and the FDA’s implementing regulations, FDA regulates the development, manufacture, sale, and distribution of medical devices, including their introduction into interstate commerce, as well as their testing, labeling, packaging, marketing, distribution, recordkeeping and reporting. In general, if a dental device
is subject to FDA regulation, compliance with the FDA requirements constitutes compliance with corresponding state regulations though some states may have additional licensure and other requirements and may conduct inspections of facilities on behalf of or in addition to inspections by the FDA. Medical devices are classified for FDA regulatory purposes as Class I, Class II or Class III, depending on the degree of control necessary to provide a reasonable assurance of safety and effectiveness for the labeled use. Class I devices are subject to "general controls," such as labeling, good manufacturing practices (GMP), and a prohibition against adulteration and misbranding. Class II devices are subject to general and "special controls," including premarket notification (510(k)), and other general and device-specific requirements.
EMPLOYEES
We are a development stage company and currently have no employees, other than our officer and directors, and our advisory board. We intend to hire additional employees on an as needed basis.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
The Company owns the following trademarks:
·
White Smile Pro™
·
White Smile Dental Spa™
·
Dual Oxygen-Infused Oral Foam™
·
White Smile Premier™
·
White Smile Tooth Gloss™
·
White Smile Premier Non-Peroxide Teeth Whitening Gel™
·
White Smile Complete™
·
White Smile Organics™
·
White Smile Naturals™
The Company owns the following registered trademarks:
·
White Smile®
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements about our business, financial condition and prospects that reflect our management's assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should
materialize, our actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this filing, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2, PROPERTIES
For the period ending August 31, 2011, our executive offices were located at 601 N. Congress Ave., Suite 303, DelRay, Florida 33445.
As of October 6th 2011, the company began leasing 2,500 square feet of office space located at 927 Lincoln Road Suite 200 Miami Beach, Florida 33139. The lease term is on a month-to-month basis and has a fixed rent of $5,500.00 per month. Our telephone number at that facility is 1-888-976-4531. It is our belief that the space is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional facilities. We do not presently own any real property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Since inception, none of the following occurred with respect to a present or former director or executive officer of the Company: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are quoted on the Over the Counter Bulletin Board under the symbol WSML, however, there has only been an active trading market in our stock since October 12, 2011. Since that time, the highest bid has been $1.54, and the lowest has been $0.43.
HOLDERS
We have approximately 10 record holders of our common stock as of August 31, 2011.
DIVIDEND POLICY
We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.
EQUITY COMPENSATION PLAN INFORMATION
STOCK OPTION PLAN
The Company, at the current time, has no stock option plan or any equity compensation plans.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this S-1, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may
be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.
Management's Discussion and Analysis of Results of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the financial statements included herein.
PLAN OF OPERATION
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are a start-up company and have not generated any revenues. We cannot guarantee success of our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
RESULTS OF OPERATIONS
Working Capital
Cash Flows
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
Operating expenses and net loss for the year ended August 31, 2011 were $26,581 compared with $30,088 for the year ended August 31, 2010. The decrease is due to the fact that the Company had limited amounts of cash and had lower overall operating activity.
Liquidity and Capital Resources
As at August 31, 2011, the Company’s cash and total assets was $1,265 compared to cash and total assets of $6,972 as at August 31, 2010. The decrease in cash and total assets was due to the fact that the Company incurred operating expenditures during the year and had raised limited amounts of cash.
As at August 31, 2011, the Company had total liabilities of $38,496 compared with total liabilities of $17,622 as at August 31, 2010. The increase in total liabilities were attributed to an increase of $21,177 in amounts due to related parties due to additional funds raised by related parties to settle expenditures incurred during the year.
Cashflow from Operating Activities
During the year ended August 31, 2011, the Company incurred $26,884 of cash flows for operating activities compared with $26,765 of cash flows for operating activities during the year ended August 31, 2010. The decrease in overall cash used for operating activities was attributed to the fact that the Company had limited cash flows for operating activity during the year.
Cashflow from Investing Activities
During the years ended August 31, 2011 and 2010, the Company did not have any investing activities.
Cashflow from Financing Activities
During the year ended August 31, 2011, the Company received $21,177 of cash flows from financing activities compared with $14,000 of cash flows during the year ended August 31, 2010. The increase in cash flows from financing activities was attributed to proceeds received from related parties for financing of operating costs for the Company.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any 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 and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements, together with the Report thereon of De Joya Griffith & Company LLC, independent certified public accountants, are included elsewhere in Item 15 as through.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with our accountants for the year ended August 31, 2011, or any interim period.
We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of August 31, 2011. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of August 31, 2011, our internal control over financial reporting are effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended August 31, 2011, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
On July 20, 2011, the Company filed Amended and Restated Articles of Incorporation to amend, among other thing, the name of the company. The name was changed, effective July 20, 2011, to White Smile Global, Inc. The Amended and Restated Articles were approved by the Board of Directors and a majority of shareholders on or about July 6, 2011. A copy of the amended and restated Articles of Incorporation are included as an exhibit to his Annual Report on Form 10K.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth certain information with respect to our directors, executive officers and key employees.
Following is a brief description of each officer and director’s prior business experience:
Omar John Ahmadzai
Mr. Ahmadzai is highly experienced in the areas of sales and marketing. From 1998 to 2000, Mr. Ahmadzai was the Vice President of Sales Driven Inc., which at the time was a startup information solutions provider for litigation support for law firms. As Vice President, Mr. Ahmadzai oversaw the sales force and client accounts. From 2000 to 2003, Mr. Ahmadzai was the Vice President and Sales Manager for Home Solutions Inc., a residential remodeling firm, which has locations throughout the east coast. During his time at Home Solutions, he was the number one sales consultant for the company on the east coast. From 2002 to 2005, Mr. Ahmadzai started Exteriors Unlimited LLC, a home building and remodeling firm, where he served as President. As President, he managed and oversaw all aspects of the firm. From 2005 to 2006, Mr. Ahmadzai was the Vice President of Sales of Traco Windows, Inc. Mr. Ahmadzai was chosen for this position due to his highly decorated accomplishments in the remodeling industry. As Vice President, he managed all sales throughout the nation, designed and implemented new sales programs, and directly oversaw regional sales managers. From 2005 to 2007, Mr. Ahmadzai was the Vice President of Empero Intenational, an international manufacturer of various products ranging from beverage and clothing lines to electronic devices and other retail products. As Vice President, he was responsible for international sales management and distribution, and he worked directly on new product development, branding product lines, marketing strategies, and coordinating global distribution. From 2006 to 2009, Mr. Ahmadzai worked as a consultant, developing and presenting marketing strategies and training programs for some of his previous employers, and for Tom Hopkins, and Zig Ziglar Seminars. Most recently, from 2008 to present, Mr. Ahmadzai has been the founder and President of White Smile Global Inc. As President, he has designed, created and marketed the company and its products.
Dr. Martin S. Giniger DMD, PhD, MsD, FICD
Dr. Martin Giniger has dedicated his professional and scientific career to oral health care product development and clinical testing of toothpaste, mouthwash, toothbrushes, vital tooth bleaching preparations and a myriad of additional personal care products.
Subsequent to founding Power Swabs and Novoral, he has worked in many capacities in both academia and private industry. Prior to joining White Smile Global, Dr. Giniger’s education and training includes specialty certificates in Oral Medicine, Oral Pathology and a Ph.D. in Biochemistry (during which he discovered a new way in which melanoma cells spread using the basement membrane glycoprotein, Laminin, as a signaling molecule) from the University of Connecticut. There he was also the recipient of an NIH Physician-Scientist Award, other scientific grants and was also the recipient of the Loeser Award from the Academy of Oral Medicine for excellence in that sub-specialty of dentistry. Additionally, he received his DMD degree from Fairleigh Dickinson College of Dental Medicine and was given the Basic Sciences Award at graduation.
His academic positions have included Assistant Professor of Physiology at the Louisiana State University School of Medicine, Assistant Professor of Oral Medicine at the Louisiana State University School of Dental Medicine, Director of the Medical Blood Chemistry Laboratory at Louisiana State University School of Dental Medicine, Clinical Scholar at the University of Connecticut, Director of the Division of Diagnostic Sciences at the University of Medicine and Dentistry of New Jersey and Director of the Department of Community Services at UMDNJ (New Jersey Dental School).
Dr. Giniger has 18 years of experience working for oral care companies and 25 years working as a dentist. Dr. Giniger is an expert on the subject of OTC dental product formulations. He has a special interest in “liquid” and "effervescent foaming" oral care products and has published several manuscripts relating to this topic. He has worked full time for many consumer marketing, oral care and dental product companies. Of note, he served the Colgate-Palmolive Company, the world’s largest consumer oral care company, as Director of Professional and Academic Marketing and later as Head of Clinical Research. He has also worked full-time for Dexcel Pharma (VP of Clinical research) and Smile Paradigm Inc (Founder and CEO - mostly working on Discus Dental projects (Zoom!™). He has also consulted on a part-time basis for oral care companies including: Colgate-Palmolive, Procter & Gamble, Church & Dwight, BriteSmile, Discus Dental and many others. Over the years Dr. Giniger has helped to develop many new oral care and dental products for commercial sale. The top grossing products worldwide which he played a role in are: Colgate Total Toothpaste, Colgate Platinum Tooth Whitening System, Colgate Simply White, Colgate Liquid Total Toothpaste, Discus Dental Nite White with ACP, Discus Dental Zoom 2, Breath RX, and Dexcel Pharma Periochip R.
Matthew E. Silpe
Matthew Silpe is the COO of June Jacobs Labs, a personal care contract manufacturer based in Moonachie, NJ, where he is involved in managing all aspects of sales and operations at the company. Since joining JJ Labs as COO in late 2005, Mr. Silpe was responsible for transforming an underperforming asset into a profitable and rapidly growing operation, now more than 100 employees strong.
Mr. Silpe’s experience in finance and real estate span more than 20 years. Prior to forming Millennium Capital Group, with a focus on early-stage capital raising and private placements, he was a senior business development officer with Talmage Capital, responsible for origination
of investment banking opportunities involving various corporate finance activities, including capital raising, advisory and mergers and acquisitions. Previously, Matthew led the Private Equity Group at a US subsidiary of an investment group based in London, and held senior associate positions in real estate at Morgan Stanley Capital Markets and at GE Capital. He is currently the President of his Manhattan based Coop Association, and serves on the Board of several private companies and charitable organizations.
Mr. Silpe attended the University of Pennsylvania where he received a BA in Economics, and is a graduate of the NYU Stern School of Business where he received an MBA in Finance and International Business.
COMPENSATION OF DIRECTORS
We do not pay our Directors any fees in connection with their role as members of our Board. Directors are not paid for meetings attended at our corporate headquarters or for telephonic meetings. Our Directors are reimbursed for travel and out-of-pocket expenses in connection with attendance at Board meetings. Each board member serves for a one year term until elections are held at each annual meeting.
Directors are elected at the Company's annual meeting of Stockholders and serve for one year until the next annual Stockholders' meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company reimburses all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.
FAMILY RELATIONSHIPS
There are no family relationships on the Board of Directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended August 31, 2011, the compensation awarded to, paid to, or earned by, our Chief Executive Officer and our Chief Science Officer whose total compensation was zero.
Name and principal position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings ($)
All Other Compensation
Total ($)
Omar John Ahmadzai, CEO, Pres., CFO,(1)
Martin S. Giniger, CSO(2)
Gary Burkinshaw, former Pres., CEO, CFO(3)
(1)
Has served since June 17, 2011
(2)
Has served since October 13, 2011
(3)
Resigned June 17, 2011
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
None.
OPTION EXERCISES AND STOCK VESTED TABLE
None.
PENSION BENEFITS TABLE
None.
NONQUALIFIED DEFERRED COMPENSATION TABLE
None.
ALL OTHER COMPENSATION TABLE
None.
PERQUISITES TABLE
None.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
None.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial ownership of the common stock as of August 31, 2011, by (i) each person who is known by the Company to own beneficially more than 5% of the any classes of outstanding Stock, (ii) each director of the Company, (iii) each officer and (iv) all directors and executive officers of the Company as a group.
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the address of each person is the same as the corporate address.
Title of class
Name and address of beneficial owner
Amount and nature of beneficial ownership
Percent of class(1)
Common
Omar John Ahmadzai
60,000,000
47.8%
Officers and directors as a group (1)
60,000,000
47.8%
Common
Martin S. Giniger
101 Briny Ave. #2206
Pompany Beach, FL 33062 (2)
18,000,000
14.4%
(1)
Based on 125,500,000 issued and outstanding shares of common stock as of November 22, 2011.
(2)
Received shares after 8/31/2011.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On June 27, 2011, Omar John Ahmadzai (“Mr. Ahmadzai”) acquired control of three million (3,000,000) shares of the Company’s issued and outstanding common stock, representing approximately 58.81% of the Company’s total issued and outstanding common stock on that date, from Gary Burkinshaw (“Mr. Burkinshaw”), in accordance with stock purchase agreements between Mr. Ahmadzai and Mr. Burkinshaw, (the “Stock Purchase Agreements”). Pursuant to the Stock Purchase Agreements, Mr. Ahmadzai paid a purchase price of ten thousand dollars ($10,000) to Mr. Burkinshaw in exchange for the shares.
As part of the acquisition the following changes to the Company's directors and officers have occurred:
·
As of June 17th, 2011, Mr. Burkinshaw resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.
·
As of June 17th, 2011, Mr. Ahmadzai was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by De Joya Griffith & Company, LLC in 2011 and Fees related to services performed by De Joya Griffith & Company, LLC in 2010 were as follows:
De Joya Griffith &
De Joya Griffith &
Company, LLC
Company, LLC
Audit Fees
4,000
$6,850
Audit-Related Fees
Tax Fees
All Other Fees
6,250
Total
10,250
$6,850
The Board of Directors has reviewed and discussed with the Company's management and independent registered public accounting firm the audited financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2011 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 114 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.
The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form 10-K for its 2011 fiscal year for filing with the SEC.
PRE-APPROVAL POLICIES
The Board's policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.
The Board pre-approved all fees described above.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1
Articles of Incorporation (1)
3.2
Amended and Restated Articles of Incorporation (2)
3.2
By-laws (1)
23.1
Consent of auditors.(2)
31.1
Rule 13a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
31.2
Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
32.1
Section 1350 Certification of the Chief Executive and Chief Financial Officer (2)
XBRL Exhibits(3)
----------
(1) Incorporated by reference to the Form. S-1 filed with the Securities and Exchange Commission on October 14, 2009.
(2) Filed herein.
(3) * XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.
WHITE SMILE GLOBAL, INC.
(formerly Shawcore Development Corp.)
(A Development Stage Company)
Financial Statements
For the Years Ended August 31, 2011 and 2010
Balance Sheets
Statements of Operations
Statements of Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
White Smile Global, Inc.
We have audited the accompanying balance sheets of White Smile Global, Inc. (A Development Stage Company) as of August 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and from inception (September 25, 2008) to August 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of White Smile Global, Inc. (A Development Stage Company) as of August 31, 2011 and the results of its operations and its cash flows for the years then ended and from inception (September 25, 2008) to August 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
December 13, 2011
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Balance Sheets
(AUDITED)
August 31,
$
August 31,
$
ASSETS
Cash
1,265
6,972
Total assets
1,265
6,972
LIABILITIES
Current Liabilities
Accounts payable
3,020
3,323
Due to related party
35,476
14,299
Total liabilities
38,496
17,622
STOCKHOLDERS’ DEFICIT
Common stock
Authorized: 550,000,000 common shares, par value of $0.001 per share
Issued and outstanding: 107,500,000 common shares
107,500
107,500
Accumulated deficit during the development stage
(144,731)
(118,150)
Total stockholders’ deficit
(37,231)
(10,650)
Total liabilities and stockholders’ deficit
1,265
6,972
(The accompanying notes are an integral part of these financial statements.)
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Statements of Operations
(AUDITED)
For the Year Ended
August 31,
$
For the Year Ended
August 31,
$
Since inception (September 25, 2008) to August 31,
$
Revenues
-
-
-
Operating Expenses
General and administrative
26,581
30,088
58,731
Total expenses
26,581
30,088
58,731
Net loss
(26,581)
(30,088)
(58,731)
Net loss per share - Basic
-
-
Weighted average shares outstanding - Basic
107,500,000
107,500,000
(The accompanying notes are an integral part of these financial statements.)
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficit)
(AUDITED)
(The accompanying notes are an integral part of these financial statements.)
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Statements of cash flow
(AUDITED)
For the Year Ended
August 31,
$
For the Year Ended
August 31,
$
Since
inception (September 25, 2008)
to August 31,
$
Operating Activities
Net loss for the period
(26,581)
(30,088)
(58,731)
Changes in operating assets and liabilities:
Accounts payable
(303)
3,323
3,020
Net cash used in operating activities
(26,884)
(26,765)
(55,711)
Financing Activities
Proceeds from issuance of common shares
-
-
21,500
Advance from a related party
21,177
14,000
35,476
Net cash provided by financing activities
21,177
14,000
58,976
Increase (Decrease) in Cash
(5,707)
(12,765)
1,265
Cash - Beginning of period
6,972
19,737
-
Cash - End of period
1,265
6,972
1,265
Supplemental Disclosures
Interest paid
-
-
-
Income tax paid
-
-
-
(The accompanying notes are an integral part of these financial statements.)
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
1.
Nature of Operations and Continuance of Business
White Smile Global, Inc. (formerly Shawcore Development Corp.) ("the Company") was incorporated under the laws of the State of Nevada, U.S. on September 25, 2008. The Company is in the development stage as defined under Financial Accounting Standards Board Accounting Standards Codification (FASB ASC 915-205) "Development-Stage Entities" and it was formerly set up to design and construct eco-friendly self assembly housing and storage structures. The Company intended to build a product that would be suited to a more environmentally conscious market looking for affordable quality housing and storage that can be put together easily and quickly. On October 7, 2011, the Company acquired certain patents and intellectual property relating to dental health and care, and changed its operating name to White Smile Global, Inc.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at August 31, 2011, the Company has a working capital deficit of $37,231 and an accumulated deficit of $144,731. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is August 31.
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
2.
Summary of Significant Accenting Policies (continued)
d)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
e) Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, and accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
2.
Summary of Significant Accenting Policies (continued)
f)
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2011 and August 31, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
g)
Revenue Recognition
The Company recognizes revenue from oral care products. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.
h)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Related Party Transactions
As at August 31, 2011, the Company owed $35,476 (2010 - $14,299) to the President and Director of the Company for financing of day-to-day expenditures incurred on behalf of the Company. The amounts owed are unsecured, non-interest bearing, and due on demand.
4.
Common Shares
The authorized capital of the Company is 550,000,000 common shares with a par value of $0.001 per share.
a)
In February 2009, the Company issued 90,000,000 shares of common stock at a price of $0.00005 per share for total cash proceeds of $4,500.
b)
In February, April, May and June 2009, the Company issued 12,000,000 shares of common stock at a price of $0.0005 per share for total cash proceeds of $6,000.
c)
In June, July and August 2009, the Company issued 5,500,000 shares of common stock at a price of $0.002 per share for total cash proceeds of $11,000.
d)
During the period from inception (September 25, 2008) to August 31, 2010, the Company sold a total of 107,500,000 shares of common stock for total cash proceeds of $21,500.
e)
On June 27, 2011, Omar John Ahmadzai (“Mr. Ahmadzai”) acquired control of three million (3,000,000) pre-split shares of the Company’s issued and outstanding common stock from Gary Burkinshaw (“Mr. Burkinshaw:”) in accordance with Stock Purchase Agreements between Mr. Ahmadzai and Mr. Burkinshaw. Pursuant to the Stock Purchase Agreements, Mr. Ahmadzai paid a purchase price of ten thousand ($10,000) to Mr. Burkinshaw in exchange for the shares.
f)
On July 6, 2011, the Company effected a forward stock split on the basis of 20 new shares of common stock for each 1 share of common stock outstanding as of July 20, 2011. All reference in these financial statements and notes to financial statements to number of shares, price per shares and weighted average number of shares outstanding of common stock prior to this forward split have been adjusted to reflect the forward stock split on a retroactive basis unless otherwise noted.
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
5.
Income Taxes
The Company has $58,731 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2029. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 35% to net loss before income taxes for the years ended August 31, 2011 and 2010 as a result of the following:
$
$
Net loss before taxes
58,731
32,150
Statutory rate
35%
35%
Expected tax recovery
20,556
11,253
Change in valuation allowance
(20,556)
(11,253)
Income tax provision
-
-
The significant components of deferred income tax assets and liabilities as at August 31, 2011 and 2010, after applying enacted corporate income tax rates, are as follows:
$
$
Net operating losses carried forward
20,556
11,253
Valuation allowance
(20,556)
(11,253)
Net deferred tax asset
-
-
Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. As at August 31, 2011, the Company has no uncertain tax positions.
6.
Subsequent Events
a)
On October 7, 2011, the Company entered into an asset purchase agreement to acquire patents and intellectual property relating to dental care from a non-related party in exchange for 18,000,000 restricted common shares of the Company and $100,000 due within 30 days of the closing date of the agreement. The Company changed its operating name from Shawcore Development Corp. to White Smile Global, Inc.
WHITE SMILE GLOBAL, INC.
(FKA Shawcore Development Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
b)
On October 13, 2011, the Company entered into an exclusive employment agreement with Dr. Martin Giniger as Chief Science Officer. The agreement is for a term of four years beginning October 13, 2011 and ending October 13, 2015 and may be extended for an additional five (5) year term upon written mutual agreement between the parties. Dr. Giniger will be paid $180,000 per annum. His base salary will be increased to $250,000 when the Company generates in excess of $10,000,000 in annualized gross revenue using a calendar year calculated from first date of Employment, or has established a minimum of one (1) White Smile Dental SpaTM (Corporate and/or franchised locations). This new base salary will be further increased to $500,000 when the Company generates in excess of $15,000,000 in annualized gross revenue using a calendar year calculated from the day of Employment, and has established a minimum of ten (10) White Smile Dental SpasTM (Corporate and/or franchised locations).
Further, Dr. Giniger is entitled to receive an annual bonus no less than Two Percent (2%) of Adjusted Gross Sales. In addition, Dr. Giniger will be entitled to two weeks paid vacation a year and will be reimbursed for business related expenses he incurs. In the event the Company establishes a medical and dental plan, Dr. Giniger will be entitled to participate therein. A complete copy of the employment agreement is filed with this report.
c)
Dr. Giniger was appointed a member of the Board of Directors and Chief Science Officer of the Company on October 13, 2011.
d)
On October 21, 2011, the Company appointed Matthew E. Silpe as a member of the Board of Directors.
e) On November 10, 2011, White Smile Global, Inc. (“the Company”), entered into a Distribution Agreement (the “Agreement”) with Institut de Saint Paul (Institut) (“distributor”). Under the terms of the Agreement, Distributor shall serve as the Company’s exclusive distributor for the White SmileTM products in the country of France. The Agreement expires one year from the effective date, with the option to extend for an additional one year period at the end of any agreement period, and is terminable sooner by either party following breach of the Agreement or written notice, as described in the Agreement. Products subject to the Agreement include White Smile “OTC” retail products, Solar Smile “refill” pen, and all marketing and sales material.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form 10-K and authorized this registration statement to be signed on its behalf by the undersigned, on the 14th day of December 2011.
By:
/s/ Omar John Ahmadzai
Omar John Ahmadzai, CEO, President, CFO
Treasurer, Secretary
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:
Signatures
Title
Date
/s/ Omar John Ahmadzai
President, CEO, CFO, Sec., Treas., Director
December 14, 2011
Omar John Ahmadzai
/s/ Dr. Martin S. Giniger
Director, CSO
December 14, 2011
Dr. Martin S. Giniger
/s/ Matthew E. Silpe
Director
December 14, 2011
Matthew E. Silpe