activities and we may not be able to take effective action against them.
51
Our stock price and operations may be affected by potential stock manipulation.
We believe certain parties are acting in a manner to attempt to denigrate our business for
personal profit. We believe certain parties may have engaged in actions intended to
cause harm to the Company, and certain parties have made efforts to decrease the
market price of our common stock. To the extent such parties engage in any such actions
or take any other actions to interfere with our existing and/or prospective business
relationships with regulators, vendors, media, partners, customers, lenders, or others, our
business, prospects, financial condition and results of operations may suffer, and the
price of our common stock may trade at prices below those that might prevail in the
absence of any such efforts.
We will need to make additional investments in financial processes and staffing in
order to ensure that our internal controls over financial reporting are effective.
We intend to assess its internal controls over financial reporting. Our internal controls
over financial reporting had several material weaknesses, which we will need to correct
in future periods, requiring us to invest additional resources in financial processes and
staffing. If we attempt to list our stock on the OTC BB, current regulations of the
Securities and Exchange Commission, or SEC, will require us to include this assessment
in our future annual reports from now on. An independent attestation of the internal
control over financial reporting will be required for our annual reports.
We cannot assure you that our stock price will not decline.
The market price of our Common Stock could be subject to significant fluctuations.
Among the factors that could affect our stock price are:
• quarterly variations in our operating results;
• changes in revenue or earnings estimates or publication of research reports by
analysts;
• failure to meet analysts’ revenue or earnings estimates;
• speculation in the press or investment community;
52
• strategic actions by us or our competitors, such as acquisitions or restructurings;
• actions by institutional or mutual fund stockholders;
• domestic and international economic factors unrelated to our performance;
• our failure to achieve and maintain profitability;
• changes in market valuations of similar companies;
• announcements by us or our competitors of significant contracts, new products,
acquisitions, commercial relationships, joint ventures or capital commitments;
• the loss of major customers or product or component suppliers;
• the loss of significant partnering relationships;
• product liability lawsuits or product recalls; and
• general market, political and economic conditions.
In the past, following periods of volatility in the market price of a company’s securities,
securities class action litigation has often been instituted. A securities class action suit
against us could result in substantial costs and divert our management’s time and
attention, which would otherwise be used to benefit our business.
The stock markets in general, and the markets for biotechnology stocks in particular,
have experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. These broad market fluctuations may adversely
affect the trading price of our Common Stock. In particular, we cannot assure you that
you will be able to resell your shares at any particular price, or at all.
We presently do not intend to pay cash dividends on our Common Stock.
We currently anticipate that no cash dividends will be paid on the Common Stock in the
foreseeable future. While our dividend policy will be based on the operating results and
capital needs of the business, it is anticipated that all earnings, if any, will be retained to
finance the future expansion of the our business.
53
The volatility of our stock price could lead to losses by shareholders
The market price of our Common Shares has been subject to wide fluctuations. Such
fluctuations in market price may continue in response to: (i) quarterly and annual
variations in operating results; (ii) announcements of technological innovations or new
products that are relevant to our industry; (iii) changes in financial estimates by
securities analysts; or (iv) other events or factors. In addition, financial markets
experience significant price and volume fluctuations that particularly affect the market
prices of equity securities of many technology companies. These fluctuations have often
resulted from the failure of such companies to meet market expectations in a particular
quarter, and thus such fluctuations may or may not be related to the underlying operating
performance of such companies. Broad market fluctuations or any failure of our
operating results in a particular quarter to meet market expectations may adversely affect
the market price of our Common Shares. Occasionally, periods of volatility in the
market price of a company’s securities may lead to the institution of securities class
action litigation against a company. Due to the volatility of our stock price, we may be
the target of such securities litigation in the future. Such legal action could result in
substantial costs to defend our interests and a diversion of management’s attention and
resources, each of which would have a material adverse effect on our business and
operating results.
We may become involved in litigation that may materially adversely affect us
From time to time in the ordinary course of our business, we may become involved in
various legal proceedings, including commercial, product liability, employment, class
action and other litigation and claims, as well as governmental and other regulatory
investigations and proceedings. Such matters can be time-consuming, divert
management’s attention and resources and cause us to incur significant expenses.
Furthermore, because litigation is inherently unpredictable, the results of any such
actions may have a material adverse effect on our business, operations or financial
condition.
We will trade on the Pink Sheets OTC Market which entails numerous risks.
We will trade on the Pink Sheets OTC Market which entails numerous risks, including
but not limited to the following: Pink Sheets has experienced computer failures and
54
malfunctions in the past, causing securities quoted there to be misquoted or not quoted at
all. Pink Sheets has a system of rating companies and can rate our stock “Caveat
Emptor” for many reasons which are out of our control, or for no reason at all. Pink
Sheets can label us “Caveat Emptor” or “Toxic” for the actions of others, such as short
selling, or making unauthorized spam promotional campaigns. There are no clear
standards for being placed on Caveat Emptor and no clear standards for being removed.
Generally, stock buyers will avoid buying Caveat Emptor stocks and the stocks
experience substantial market declines after being so labeled. Finally, if the Company is
unable to obtain the necessary audited financial statements, the Company may be unable
to escape the Pink Sheets. In the last year, the Issuer was placed in “Caveat Emptor”
status by Pink Sheets and this was removed after the Issuer posted certain disclosures on
the Pink Sheets.
The price of our stock may be manipulated or affected by the actions of others beyond
our control.
Small companies such as ours may be subject to market manipulation, such as naked
short selling, or having the Depository Trust Clearing Corporation place a “chill” on
transferring the stock, or having broker-dealers place restrictions on trading the stock or
by having clearing firms refuse to process stock transactions.. We may not have the
resources to fight or stop these actions.
The price of our stock may be volatile, and a shareholder's investment in our common
stock could suffer a decline in value.
There could be significant volatility in the volume and market price of our stock, and
this volatility may continue in the future. Our stock is listed in the Pink Sheets OTC
market and there is a greater chance for market volatility for securities that trade on the
Pink Sheets as opposed to a national exchange or quotation system. This volatility may
be caused by a variety of factors, including the lack of readily available quotations, the
absence of consistent administrative supervision of "bid" and "ask" quotations and
generally lower trading volume. In addition, factors such as quarterly variations in our
operating results, changes in financial estimates by securities analysts or our failure to
meet our or their projected financial and operating results, litigation involving us,
general trends relating to the beverage industry, actions by governmental agencies,
national economic and stock market considerations as well as other events and
circumstances beyond our control could have a significant impact on the future market
price of our common stock and the relative volatility of such market price.
55
The market for penny stocks has experienced numerous frauds and abuses which
could adversely impact investors in our stock.
Pink Sheets securities are frequent targets of fraud or market manipulation, both because
of their generally low prices and because reporting requirements are less stringent than
those of the stock exchanges or NASDAQ.
Patterns of fraud and abuse include: (1) Control of the market for the security by one or
a few broker-dealers that are often related to the promoter or issuer; (2) Manipulation of
prices through prearranged matching of purchases and sales and false and misleading
press releases; (3) “Boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (4) Excessive and
undisclosed bid-ask differentials and markups by selling broker-dealers; and (5)
Wholesale dumping of the same securities by promoters and broker-dealers after prices
have been manipulated to a desired level, along with the inevitable collapse of those
prices with consequent investor losses.
Our management is aware of the abuses that have occurred historically in the penny
stock market.
Item X The nature and extent of the issuer’s facilities.
The goal of this section is to provide a potential investor with a clear understanding
of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities
of the issuer, give the location of the principal plants and other property of the
issuer and describe the condition of the properties. If the issuer does not have
complete ownership or control of the property (for example, if others also own the
property or if there is a mortgage on the property), describe the limitations on the
ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as
above and the terms of their leases.
The Issuer's Lyfetec subsidiary has entered into a lease for 11,000 square feet of space at
760 East McNab Road, Pompano Beach, Florida 33062. The rent is $5,000 per month
and the property consists of 11,000 square feet with 11 offices, a conference room with a
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kitchen area and three warehouses. The lease requires a deposit of $20,000 and is for a
three-month term with a purchase agreement. There is litigation pending regarding this
lease. The Issuer is in the process of moving to other premises.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION
______
This document contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the description of our plans and objectives for future operations,
assumptions underlying such plans and objectives, and other forward-looking statements
included in this prospectus. Such statements may be identified by the use of forward-
looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,”
“anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the
negative of such terms. Such statements are based on management’s current
expectations and are subject to a number of factors and uncertainties, which could cause
actual results to differ materially from those described in the forward-looking
statements. Such statements address future events and conditions concerning product
development, capital expenditures, earnings, litigation, regulatory matters, markets for
products and services, liquidity and capital resources and accounting matters. Actual
results in each case could differ materially from those anticipated in such statements by
reason of factors such as future economic conditions, changes in consumer demand,
legislative, regulatory and competitive developments in markets in which we and our
subsidiaries operate, and other circumstances affecting anticipated revenues and costs, as
more fully disclosed in our discussion of risk factors.
We expressly disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in
our expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Additional factors that could cause
such results to differ materially from those described in the forward-looking statements
are set forth in connection with the forward-looking statements.
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BUSINESS
______
The Company
Macada Holdings Inc. is designed to grow its businesses to the point where they become
their own self sustaining entities and can then generate large revenues on their own.
Currently we are focused on two subsidiaries as we believe they both have an excellent
upside potential in profitable and solid markets: LyfeTec, Inc. and Pembroke Gun &
Range.
LyfeTec, Inc.
Technology
Our subsidiary, LyfeTec, Inc., has purchased the ownership and rights to patents here in
the United States for certain cancer treatment products. Lyfetec intends to redesign the
products with their ingredients for aging and cell rejuvenation, which will be retested for
FDA approval.
We have signed a Purchase Agreement for three medical formulas with a German Bio-
Chemist for skin disease and cancer treatment products. We have the rights to patent all
three formulas in the United States under the Lyfetec name.
Dr. Karsten Klingelhoeller, a bio-chemist, created these three skin disease treatment
products. Dr. Klingelhoeller, who presently holds four doctors degrees, has completed
U.S. and European clinical trials and patents on a variety of cancer and skin products
throughout his career.
The formulas were acquired by our wholly-owned subsidiary Lyfetec, Inc. They have
anti-aging and skin cell rejuvenation additives that have been added for Lyfetec's new
Bio-Skin product line. Before Lyfetec's request to add anti-aging and skin cell
rejuvenation additives, Dr. Karsten's formulas meet FDA and CE safety standards to
treat melanoma - neurodermatitis / atopic dermatitis - psoriasis - cradle cap and other
conditions. Lyfetec, Inc. will be re-testing with the new additives for the Lyfetec Bio-
Skin line which will be marketed as a treatment lotion-shampoo and soap while entering
Stage I of FDA new clinical trials to support and verify its CE and FDA documentation
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with the prior products which treats many types of skin diseases and some skin cancers.
BioSkin
We will market our BioSkin products primarily to persons affected by two diseases:
psoriasis and atopic dermatitis. We may also develop cosmetic products for sale by
others.
Psoriasis
Psoriasis is a chronic, non-infectious that affects mainly the skin. It commonly causes
red, scaly patches to appear on the skin, although some patients have no dermatological
symptoms. The scaly patches caused by psoriasis are areas of inflammation and
excessive skin production. Skin rapidly accumulates at these sites and takes on a silvery-
white appearance. Plaques frequently occur on the skin of the elbows and knees, but can
affect any area including the scalp, palms of hands and soles of feet, and genitals.
Persons Affected by Psoriasis
Country
Unites Stat
France
United Kingdom
Germany
Total of above
HBS (market research)
% affected
2.0
4.0
3.3
2.7
Number
5,500,000
1,200,000
1,200,000
1,800,000
9,700,000
Atopic Dermatitis
Atopic dermatitis (AD; a type of eczema) is an inflammatory, chronically relapsing,
non-contagious and puritic skin disorder.
The skin of a patient with atopic dermatitis reacts abnormally and easily to irritants,
food, and environmental allergens and becomes red, flaky and very itchy. It also
becomes vulnerable to surface infections caused by bacteria. The skin on the flexural
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surfaces of the joints (for example inner sides of elbows and knees) are the most
commonly affected regions in people.
Atopic dermatitis is a familial and chronic disease and its symptoms can increase or
disappear over time. Atopic dermatitis in older children and adults is often confused
with psoriasis. Atopic dermatitis afflicts humans, particularly young children; it is also a
well-characterized disease in domestic dogs.
Although there is no cure for atopic eczema, and its cause is not well understood, it can
be treated very effectively in the short term through a combination of prevention
(learning what triggers the allergic reactions) and drug therapy.
August 2001 - Page 3
Persons Affected by Atopic Dermatitis
Country
Unites States
France
United Kingdom
Germany
Total of above
HBS (market research)
% affected
8.0
9.0
12.5
8.8
Number
8,900,000
1,800,000
1,800,000
2,300,000
14,800,000
Cradle Cap
Cradle cap (infantile or neonatal seborrhoeic dermatitis, also known as crusta lactea,
milk crust, honeycomb disease) is a yellowish, patchy, greasy, scaly and crusty skin rash
that occurs on the scalp of recently born babies. It is usually not itchy, and does not
bother the baby. Cradle cap most commonly begins sometime in the first three months.
The rash is often prominent around the ear, the eyebrows or the eyelids. It may appear in
other locations as well, where it is called seborrhoeic dermatitis rather than cradle cap. It
is extremely common, with about half of all babies affected. Most of them have a mild
version of the disorder. Severe cradle cap is rare.
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Marketing
In the United States, we intend to primarily sell our products to mass merchandisers
such as Wal-Mart Stores, Inc., or “Wal-Mart,” and Target Corporation, or “Target,”
major drug store chains such as Walgreen Co., or “Walgreens,” CVS Caremark
Corporation, or “CVS,” and Rite-Aid Corp., or “Rite-Aid”, and select food retailers. We
will also develop direct marketing such as an Internet site and direct response
advertising.
We believe our products will provide attractive profit margins for retailers and should
enjoy retail shelf space. Internationally, we will sell in developed countries such as
Canada, the United Kingdom, Puerto Rico and Mexico and through distributors,
licensees and joint venture relationships in many countries.
Our goal is to enter markets where we have an opportunity to leverage our product's
unique capabilities.
We will advertise our products primarily on television, in magazines and on the radio.
We will strive to achieve cost efficiencies in our advertising by being opportunistic in
our purchase of media while continuously controlling production costs. Advertising
media will be selected based upon our ability to efficiently and effectively reach the core
target audience for each product.
Additionally, we may use cooperative programs with retailers to further enhance
consumer awareness of our products and brands. We also utilize consumer promotions
such as direct mail programs targeted at specific audiences, like parents, as well as on-
package offers to encourage trial and repeat purchase at the point-of-sale.
Competition
Our main competitors in the OTC pharmaceuticals market may include such companies
as Wyeth Corp., Procter & Gamble Co., GlaxoSmithKline plc, Colgate-Palmolive Co.,
Chattem, Inc., Bayer AG and Johnson & Johnson. We will compete on the basis of
superior product performance.
Part of our strategy to offset the level of competition is to develop certain products and
brands that focus on niche or sub-segments of larger markets. By focusing on these
areas, we believe we are able to limit the degree of competition we face, as many of
these smaller markets do not draw the attention of the large multinational consumer
product companies, or they choose not to dedicate resources to these smaller, albeit
potentially profitable brands.
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Manufacturing
We expect to use third party contract manufacturers. Our products will be packaged by
third-party manufacturers for resale by us to our customers. We do not expect to have
difficulties in obtaining raw materials. Lyfetec is in the first stage with a top South
Florida cosmetic laboratory with regards to outsource the manufacturing of the Bio-Skin
line which help treat skin diseases.
Patents and trademarks
We intend to develop the equity in our patents and trademarks through various means.
We consider our trademarks to be material assets, and the registration and protection of
our trademarks in the aggregate to be important to our business, in that the success of
certain of our products is due at least in part to the goodwill associated with our primary
brand names. We intend to register or apply to register our of these trademarks, both in
the United States and in foreign countries. Generally, registered trademarks have a
perpetual life, provided that they are renewed on a timely basis and continue to be used
properly as trademarks. We intend to maintain our trademark registrations so long as
they remain valuable to our business.
Many of the products we refer to as patented in this document use patented technology
that we license from third parties and do not own. While we believe our patents and
patent licenses to be important, we do not consider our business as a whole to be
dependent on such patent licenses or patent protection. Other than commercially
available software licenses, which are important to our business, and the patent licenses
previously mentioned, we do not believe that any of our licenses to third-party
intellectual property are material to our business, taken as a whole. We may be involved
in various intellectual property claims and legal actions arising in the ordinary course of
business.
Government regulation
The testing, manufacturing, quality control, packaging, labeling, advertising,
distribution, import, export, sale and storage of our OTC pharmaceutical, medical
device, dietary supplement and cosmetic products are subject to extensive regulation by
various federal agencies, including the FDA and the FTC. Failure to comply with
applicable requirements could result in administrative and judicial sanctions including,
among other things, warning letters, untitled letters, fines and other monetary penalties,
product recalls, product seizures, suspension of production or distribution, delays or
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refusals to approve pending applications, injunctions, criminal prosecution, limiting or
eliminating claims we can make for our products and/or judicial or administrative
orders.
OTC pharmaceutical products
Many of our products are regulated as over-the-counter, or OTC, drugs. Under the
Federal Food, Drug, and Cosmetic Act, or the “FDCA,” “new drugs” are subject to pre-
market approval by the FDA. The FDCA defines a “new drug” as a drug that is not
generally recognized among scientifically qualified experts as safe and effective for use
under the conditions stated in its labeling. The FDA’s OTC drug review is designed to
determine whether certain OTC active ingredients and formulations are generally
recognized as safe and effective when marketed for identified indications and
appropriately labeled. If so, the OTC drug is not a new drug, and therefore, does not
require approval from the FDA prior to marketing. If not, FDA approval is required
prior to marketing the drug.
The FDA’s determinations in the OTC review are promulgated as regulations, known as
final monographs, for categories of OTC drugs. Prior to making a determination about a
category of drugs, the FDA engages in a public process to collect and evaluate
information on general recognition of safety and effectiveness. As part of that process, it
publishes a proposed regulation, known as a tentative final monograph, or “TFM,”
which identifies categories of drugs that it tentatively believes to be safe and effective
and not misbranded (“category I”), those about which it does not have enough
information to make a determination (“category III”), and those that it believes are not
safe and effective (“category II”). Following publication of a TFM, there is an
opportunity for the public to provide more information about the drug. The FDA’s
tentative determination in a TFM therefore does not always predict its final
determination.
Until a monograph becomes final, the FDA generally allows, as a matter of enforcement
discretion, the marketing without approval of products that are being considered as part
of the OTC review. In some cases, however, the FDA may promulgate, while a
monograph process is pending, a final regulation prohibiting the marketing of products
in category II, or otherwise determine that, for safety or effectiveness reasons, such
products may not be marketed. The FDA does not generally permit the marketing of
unapproved OTC drugs that are not the subject of a final monograph or are not being
considered as part of the OTC review.
Our products will be are marketed pursuant to the OTC review, and many of our
products are addressed in monographs that have not yet become final. We face the risk
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that the FDA could finalize any of these TFMs with conditions that our products do not
meet. We also face the risk that the FDA could determine that one or more of our
products is not being considered as part of the OTC review. For our OTC
pharmaceutical products that are sold according to final monographs, we cannot deviate
from the conditions described in the final monograph, such as changes in approved
active ingredient levels or labeling claims, unless we obtain pre-marketing approval
from the FDA. If any of our products were found not to be in compliance with a final
monograph or are not contemplated in any monograph, we would not be able to continue
to market the product unless and until we reformulate or re-label the product to meet the
conditions of the finalized monograph, which may not be possible, or we obtain
approval of a new drug application, or “NDA,” or an abbreviated new drug application,
or “ANDA,” to continue to market our existing formulation. The submission of a
marketing application would require the preparation and submission of clinical tests,
which would be time consuming and expensive, and might not result in approval. If we
were not able to reformulate or re-label our product, or obtain FDA approval of an
NDA, we would be required to discontinue selling the affected product.
Cosmetic Products
We may sell products that are regulated as cosmetics, which are regulated under the
FDCA. There are fewer regulatory requirements for cosmetics than for drugs, medical
devices or dietary supplements. A cosmetic is any article (other than soap) intended to
be rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to any
part of the human body for cleansing, beautifying, promoting attractiveness or altering
the appearance. The use of certain ingredients in cosmetics is restricted. All ingredients
are required to be safe, and the product must be labeled in accordance with regulations.
Cosmetic products and ingredients are not subject to FDA pre-market approval with the
exception of color additives. However, an express or implied claim that a cosmetic will
diagnose, cure, mitigate, treat or prevent a disease, or that it affects the structure or
function of the body, may cause the FDA to view the product as a drug rather than as a
cosmetic.
Other FDA requirements
In addition to requirements governing whether products can be marketed, we are subject
to various other FDA regulatory requirements. For example, drugs and medical devices
are subject to good manufacturing practices, or “GMP,” regulations that govern how
manufacturers design and manufacture products and exercise quality control over the
manufacturing process. GMP regulations for dietary supplements have been
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promulgated and will be effective in the near future. The FDA regularly inspects
manufacturers to determine compliance with these GMP regulations. Product labeling
claims must not be false or misleading and may not promote the product for uses that
would require pre-market approval or clearance. For some products, adverse events and
product malfunctions that could cause or contribute to injury must be reported.
FTC regulation
Our promotional activities, claims, and materials are regulated by the FTC under the
Federal Trade Commission Act, which prohibits unfair and deceptive acts and practices,
including claims that are false, misleading, or inadequately substantiated.
Environmental Regulation
We are subject to a broad range of frequently changing federal, state and local
environmental, health and safety laws and regulations, including those governing
discharges to air, soil and water, the handling and disposal of, and exposure to,
hazardous substances and the investigation and remediation of contamination resulting
from the release of hazardous substances. We believe that our business operations and
facilities are in material compliance with all applicable environmental, health and safety
laws and regulations, though future expenditures may continue to be necessary in order
to maintain such compliance. However, some of our former facilities are currently
involved in environmental investigations and remediations resulting from past releases
of hazardous substances or the presence of other contaminants. While we do not believe
that any investigation or remediation obligations that we have identified will have a
material adverse effect on our operating results or financial condition, there can be no
assurance provided that such obligations will not arise in the future.
EHRU
The Issuer's Emergency Response Hospital Units Division has developed a first-of-its-
kind Emergency Medical Response Mobile Hospital Unit (the ERHU). This product
stems from the ERHU division manager’s work on the set of the original Star Trek
series, for which the team erected a futuristic medical facility and sick bay. The mobile
hospital unit has the ability to offer temporary emergency life support, medical and
pharmaceutical products and services and communicate via secured wireless
technology. The unit uses a unique plastic and air capillary system to maintain building
65
integrity.
LyfePet
The Issuer's LyfePet division offers an arsenal of products and services in the animal test
kits and products. The Issuer believes that it will pioneer a new era in the pet care health
screening and monitoring and that the resulting use of these products by consumers will
vastly improve pet health outcomes.
Natural Health Solutions
Lyfetec, Inc., on June 2, 2010, signed a letter of intent to purchase a whole food
supplement company called Natural Health Solutions to add a new line of Lyfetec
products and formulas to its asset base. Natural Health Solutions is generating revenues.
Lyfetec's goal is to help consumers to address current discomforts, and to prevent future
illness and disease by ensuring nutritional needs through effective supplementation.
On the website, consumers will find information about ways they can confirm the
benefits of each of the products that the company offers. Consumers will also find
supporting research that will help them understand how the company's supplements
work to improve one's health, immune system, and overall energy level.
David Luther is the founder of The Natural Health Solutions Center. He founded the
Center a few years ago after becoming very interested in what could be accomplished in
improving human health through the utilization of nature based products. His scientific
background (Bachelor of Science Degree from Princeton University) and work
experience have been helpful in doing this research.
His mission ultimately became to determine which of the many available alternative
technologies and products are most effective in helping the human body improve and
maintain its health. He has a Naturopathic Physician on staff, as well as consulting
relationships, to help develop protocols for addressing a number of health issues.
The Lyfetec product lines will co-brand and launch nationally and internationally with
the Bio-Skin and the Natural Health Solutions Center websites to start branding the
products through the Internet and under the Lyfetec products name while finalizing the
closing of the acquisition of Natural Health Solutions Center.
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Medical Anti-Bacterial Coating Formula
Lyfetec, Inc. has signed a purchase agreement for a medical anti-bacterial coating
formula which will help minimize or prevent staph infections and most infectious
bacteria. This patented formula design has yielded overwhelming results at the
University of Switzerland. The new product line will save the lives of people across the
globe who will otherwise die from staph infections while receiving hospital treatments.
This product will go into production and distribution and is not a research and
development operation. The integration of the formula can stand alone or be infused into
other products such as surgical equipment, paints, detergents, air filtration systems and
many other anti-bacteria products.
England reports 320,000 such infections. Professor Gastmeier estimates 14,000 cases
per year of MRSA in Germany and at 1.7 million cases per year in the United States, a
large increase in patients with the MRSA infections.
Nosocomial infections have considerable significance for the hospitals in Germany.
They extend the length of time spent in hospitals, more expensive therapy and endanger
the lives of many people. Preventive measures have therefore remained a high priority.
PhytoBionic offers its customers not only production technology and environmental
benefits through the patented coating technology. Complete coating systems and
solutions are PhytoBionic customized developed and delivered in series and reduce
complexity and customer costs.
Inventor Christan Maas, a bio-chemist, created this bacteria coating which protects and
sterilizes. Nosocomial infections are identified as a problem, jeopardizing the life of
many patients. Endowment of implantable biomaterials with antimicrobial activity as
well as a genuine germ-free environment is mandatory as bacterial microorganisms
show substantially increasing rates of resistance.
Pembroke Gun & Range
Pembroke Gun & Range has been at the same location for 30 years. Pembroke is a full
service gun range and retail sales organization supplying a demanding firearms market
in Southern Florida. Pembroke has an extensive array of firearms, accessories,
classroom facilities, an 18-lane indoor range and a friendly staff. We service the public,
private and law enforcement. With the largest indoor range in Southern Florida.
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Pembroke's annual sales in 2009 were $1,398,000 and we project sales to hit $1,600,000
for 2010.
Competition is limited to one public indoor range within a three mile radius and four
public indoor ranges within a 10 mile radius (two of which have less than five lanes).
Due to the nature of the business and a moratorium on building gun ranges in Broward
county as well as legislative and environmental challenges this leaves us in a very
unique position.
During 2009, sales rose in the firearms industry as a whole by 18% with some firearms
manufacturers seeing a 200% increase. As a distributor, we experienced a 22% growth
at our location.
Full time management is in place with a staff of 10 employees and the support of many
local private instructors. We are constantly expanding and growing our business.
Currently we are establishing an online shopping cart and beginning to sell through
online established businesses such as gunbroker.com. With the expansion of our training
facilities we will have an in house group dedicated to training individuals in the security
industry. This will bring a constant sales revenue and new source of shooters to the
range, as individuals learn security skills and are required to renew them annually by
state law. We also have many other arrangements in the works with local security and
law enforcement agencies and their principles.
Currently we are looking to expand the business, we have a profitable model for a gun
range and are looking to purchase other range and sales locations for firearms as well as
ammunition manufacturing. With the current shortage of ammunition we will be able to
supply our own ranges with much needed ammunition and eventually supply the open
market as capacity allows.
We plan to begin ammunition manufacturing to fulfill the demand for ammunition
worldwide.
Tri-Star
Tri-Star is the Issuer's mining subsidiary. The Issuer incorporates by reference the
information provided on the website
http://www.tristargold.com68
Part D Management Structure and Financial Information
Item XI The name of the chief executive officer, members of the board of directors,
as well as control persons.
The goal of this section is to provide an investor with a clear understanding of the
identity of all the persons or entities that are involved in managing, controlling or
advising the operations, business development and disclosure of the issuer, as well
as the identity of any significant shareholders.
A. Officers and Directors. In responding to this item, please provide the following
information for each of the issuer’s executive officers, directors, general partners
and control persons, as of the date of this information statement:
1. Full name; Ronald Ritter, Chairman, CEO
2. Business address; 760 E. Mc Nab, Pompano Beach, Fl 33060
3. Employment history (which must list all previous employers for the past 5 years,
positions held, responsibilities and employment dates);
Mr. Ritter has held various positions for the Issuer since 2010 and has operated
Pembroke Gun and Range for over two years and for three years prior to that he was a
financial consultant for that company. Mr. Ritter has been in management for over 30
years. He has run single as well as multiple locations with annual volumes in excess of
$200 million. Having worked in a variety of different industries, Food Service,
Pharmaceutical Manufacturing, Firearms Industry, Financial Services and Sales, give
him a very well rounded perspective. He has served as a Vice President of Operations,
CEO, and President in a variety of different industries.
None.
4. Board memberships and other affiliations;
5. Compensation by the issuer; and At this time all officers’ salary has been reduced
to between $500.00 to a $1000.00 a week.
6. Number and class of the issuer’s securities beneficially owned by each such
person.
3,000,000 shares of Common Stock.
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1. Full name; Anthony Mellone, Jr., President
2. Business address; 4701 N. Federal Hwy. - Suite 430, Pompano Beach, Fl 33060
3. Employment history (which must list all previous employers for the past 5 years,
positions held, responsibilities and employment dates);
Mr. Mellone co-founded Global TV, Inc. and Macada has operated that company for
over 5 years. Mr. Mellone was the founder of Global Triad, Inc. and of several other
companies. He has been the driving force in companies for the development and
breakthrough for designs in the worldwide delivery of high speed Internet services and
video on demand. Over the past few years Mr. Mellone, Jr. has designed and
implemented the engineering of the revolutionary RF Video Magic video card that will
permit the transmission of DVD quality video entertainment to private residences and
business locations. Standardization and economies of scale are necessary for low cost
delivery systems to reach the home and small business market. Mr. Mellone, Jr. is an
accomplished inventor. In his capacity as President, the Issuer expects that he will
continue to create and research promising technologies and opportunities for the
Company. Mr. Mellone has more than 20 years of experience in the entertainment
industry. He has numerous key contacts in several types of industries and will be a key
resource for negotiating and acquiring product. His technical experience will lend itself
to the future development of the company, using the same platforms in VOD and IPTV
market to promote our products. The Issuer believes that his contacts and understanding
of the technology and delivery system will be a strong advantage for the company by
facilitating product delivery and adding excitement. Mr. Mellone, Jr. has been with the
Issuer for over five years.
4. Board memberships and other affiliations;
None.
5. Compensation by the issuer; and At this time all officers’ salary has been reduced
to between $500.00 to a $1000.00 a week.
6. Number and class of the issuer’s securities beneficially owned by each such
person.
3,035,536 shares of Common Stock
B. Legal/Disciplinary History. Please identify whether any of the foregoing persons
have, in the last five years, been the subject of:
70
1. A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
2. The entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person’s
involvement in any type of business, securities, commodities, or banking activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been reversed,
suspended, or vacated; or
4. The entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such person’s involvement in
any type of business or securities activities.
None of the foregoing persons has, in the past five years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court of competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such person’s involvement in any type of
business, securities, commodities, or banking activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading Commission, or
a state securities regulator of a violation of federal or state securities or commodities
law, which finding or judgment has not been reversed, suspended, or vacated; or
4. The entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such person’s involvement in any
type of business or securities activities.
C. Disclosure of Family Relationships. Describe any family relationships4 among
and between the issuer’s directors, officers, persons nominated or chosen by the
71
issuer to become directors or officers, or beneficial owners of more than five
percent (5%) of the any class of the issuer’s equity securities.
Antonio Mellone, Sr. is the father of Anthony Mellone, Jr. Mr. Mellone, Sr. owns
preferred and common stock of the Issuer as an investor and as a retired ex-officer.
D. Disclosure of Related Party Transactions. Describe any transaction during the
issuer’s last two full fiscal years and the current fiscal year or any currently
proposed transaction, involving the issuer, in which (i) the amount involved exceeds
the lesser of $120,000 or one percent of the average of the issuer’s total assets at
year-end for its last three fiscal years and (ii) any related person had or will have a
direct or indirect material interest. Disclose the following information regarding
the transaction:
1. The name of the related person and the basis on which the person is
related to the issuer;
2. The related person’s interest in the transaction;
3. The approximate dollar value involved in the transaction (in the case of
indebtedness, disclose the largest aggregate amount of principal outstanding during
the time period for which disclosure is required, the amount thereof outstanding as
of the latest practicable date, the amount of principal and interest paid during the
time period for which disclosure is required, and the rate or amount of interest
payable on the indebtedness);
4. The approximate dollar value of the related person’s interest in the transaction;
and
5. Any other information regarding the transaction or the related person in the
context of the transaction that is material to investors in light of the circumstances
of the particular transaction.
Instruction to paragraph D of Item XI:
1. For the purposes of paragraph D of this Item XI, the term “related person”
means any director, executive officer, nominee for director, or beneficial owner of
more than five percent (5%) of any class of the issuer’s equity securities,
immediate family members5 of any such person, and any person (other than a
72
tenant or employee) sharing the household of any such person.
2. For the purposes of paragraph D of this Item XI, a “transaction” includes, but is
not limited to, any financial transaction, arrangement or relationship (including
any indebtedness or guarantee of indebtedness) or any series of similar
transactions, arrangements or relationships.
3. The “amount involved in the transaction” shall be computed by determining the
dollar value of the amount involved in the transaction in question, which shall
include:
a. In the case of any lease or other transaction providing for periodic payments or
installments, the aggregate amount of all periodic payments or installments due on
or after the beginning of the issuer’s last fiscal year, including any required or
optional payments due during or at the conclusion of the lease or other transaction
providing for periodic payments or installments; and
b. In the case of indebtedness, the largest aggregate amount of all indebtedness
outstanding at any time since the beginning of the issuer’s last fiscal year and all
amounts of interest payable on it during the last fiscal year.
4. In the case of a transaction involving indebtedness:
a. The following items of indebtedness may be excluded from the calculation of the
amount of indebtedness and need not be disclosed: amounts due from the related
person for purchases of goods and services subject to usual trade terms, for
ordinary business travel and expense payments and for other transactions in the
ordinary course of business; and
b. Disclosure need not be provided of any indebtedness transaction for beneficial
owners of more than five percent (5%) of any class of the issuer’s equity securities
or such person’s family members.
5. Disclosure of an employment relationship or transaction involving an executive
officer and any related compensation solely resulting from that employment
relationship or transaction need not be provided. Disclosure of compensation to a
director also need not be provided.
6. A person who has a position or relationship with a firm, corporation, or other
entity that engages in a transaction with the issuer shall not be deemed to have an
73
indirect material interest for purposes of paragraph D of this Item XI where:
a. The interest arises only:
i. From such person’s position as a director of another corporation or organization
that is a party to the transaction; or
ii. From the direct or indirect ownership by such person and all other related
persons, in the aggregate, of less than a ten percent (10%) equity interest in
another entity (other than a partnership) which is a party to the transaction; or
iii. From both such position and ownership; or
b. The interest arises only from such person’s position as a limited partner in a
partnership in which the person and all other related persons have an interest of
less than ten percent (10%), and the person is not a general partner of and does
not hold another position in the partnership.
7. Disclosure need not be provided pursuant to paragraph D of this Item XI
if:
a. The transaction is one where the rates or charges involved in the transaction are
determined by competitive bids, or the transaction involves the rendering of
services as a common or contract carrier, or public utility, at rates or charges fixed
in conformity with law or governmental authority;
b. The transaction involves services as a bank depositary of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services; or
c. The interest of the related person arises solely from the ownership of a class of
equity securities of the issuer and all holders of that class of equity securities of the
issuer received the same benefit on a pro rata basis.
8. Include information for any material underwriting discounts and commissions
upon the sale of securities by the issuer where any of the specified persons was or is
to be a principal underwriter or is a controlling person or member of a firm that
was or is to be a principal underwriter.
In February, 2010, three shareholders of the Issuer's Convertible Preferred Stock, Mr.
Anthony Mellone, Jr., Mr. Anthony Mellone, Sr. and Donna Yamin, agreed to cancel at
74
total of 58 million shares of such stock without consideration to them.
There are no other related party transactions.
E. Disclosure of Conflicts of Interest. Describe any conflicts of interest. Describe
the circumstances, parties involved and mitigating factors for any executive officer
or director with competing professional or personal interests.
There are no such conflicts of interest.
Item XII Financial information for the issuer’s most recent fiscal period.
Instruction to Item XII: The issuer shall post the financial statements required by
this Item XII through the OTC Disclosure and News Service under the appropriate
report name for the applicable period end. (If the financial statements relate to a
fiscal year end, publish it as an “Annual Report,” or if the financial statements
relate to a quarter end, publish it as a “Quarterly Report” or “Interim Report”)
The issuer must state in its disclosure statement that such financial statements are
incorporated by reference. The issuer must also (i) provide a list in the disclosure
statement describing the financial statements that are incorporated by reference,
(ii) clearly explain where the incorporated documents can be found, and (iii)
provide a clear cross-reference to the specific location where the information
requested by this Item can be found in the incorporated documents.
The issuer shall provide the following financial statements for the most recent fiscal
period (whether fiscal quarter or fiscal year).
1) balance sheet;
2) statement of income;
3) statement of cash flows;
4) statement of changes in stockholders’ equity;
5) financial notes; and
75
6) audit letter, if audited
Foreign private issuers that have furnished financial statements pursuant to Rule
12g3-2(b) under the Exchange Act can provide those same financial statements as
an alternative to U.S. GAAP. For information regarding U.S. GAAP, see
http://cpaclass.com/gaap/gaap-us-01a.htm.
The financial statements requested pursuant to this item shall be prepared in
accordance with generally accepted accounting principles (GAAP)6 by persons
with sufficient financial skills.
Information contained in annual financial statements will not be considered
current more than 90 days after the end of the issuer’s fiscal year immediately
following the fiscal year for which such statement are provided, or with respect to
quarterly financial statements, more than 45 days after the end of the quarter
immediately following the quarter for which such statements are provided.
The Issuer incorporates by reference the annual report of Pembroke Gun & Range, LLC
for the period ended December 31, 2009, and posted on the Pink Sheets OTC Market
website on May 5, 2010.
The Issuer incorporates by reference the annual report of Pembroke Gun & Range, LLC
for the period ended December 31, 2009, and posted on the Pink Sheets OTC Market
website on May 5, 2010.
These statements can be found at
http://www.otcmarkets.com/stock/MCDA/financialsItem XIII Similar financial information for such part of the two proceeding fiscal
years as the issuer or its predecessor has been in existence.
Please provide the financial statements described in Item XII above for the issuer’s
two preceding fiscal years.
Instruction to Item XIII: The issuer shall either (i) attach the financial statements
required by this Item XIII to its initial disclosure statement or (ii) post such
financial statements through the OTC Disclosure and News Service as a separate
report under the name of “Annual Report” for the applicable fiscal year end. The
issuer must state in its disclosure statement that such financial statements are
76
incorporated by reference. The issuer must also (x) provide a list in the disclosure
statement describing the financial statements that are incorporated by reference,
(y) clearly explain where the incorporated documents can be found and (z) provide
a clear cross-reference to the specific location where the information requested by
this Item can be found in the incorporated documents.
Item XIV Beneficial Owners.
Provide a list of the name, address and shareholdings of all persons beneficially
owning more than five percent (5%) of any class of the issuer’s equity securities.
To the extent not otherwise disclosed, if any of the above shareholders are
corporate shareholders, provide the name and address of the person(s) owning or
controlling such corporate shareholders and the resident agents of the corporate
shareholders.
As of March 31, 2010:
Name and Address (1)
Ronald Ritter
Anthony Mellone, Jr.
Anthony Mellone, Sr.
Donna Yamin
Totals
Number of Shares Held
3,000,000 Common
7,000,000 Preferred
3,035,536 Common
7,000,000 Preferred
5,000,000 Preferred
2,000,000 Preferred
Common
Preferred 21,000,000
Percentage of Class
Outstanding
20.6% Common
33.3% Preferred
20.8% Common
33.3% Preferred
23.8% Preferred
9.5% Preferred
41.4% Common
100.0% Preferred
(1) The mailing address of all of the above shareholders is 760 E. Mc Nab, Pompano
Beach, Fl, 33060.
77
Subsequent to March 31, 2010, Manhattan Capital Corp, LLC acquired 26 million
shares of the Issuer's Common Stock by conversion of a portion of a convertible
debenture.
The Issuer has also entered into an term sheet letter of intent with Manhattan Capital
Corp, LLC whereby Manhattan would provide an Equity Line of Credit for up to
$3,000,000 of the Issuer's Common Stock over a 24 month period. The agreement
requires the Issuer to register its Common Stock with the U.S. Securities and Exchange
Commission. There is no assurance that the Issuer will be able to register its Common
Stock.
Item XV The name, address, telephone number, and email address of each of the
following outside providers that advise the issuer on matters relating to operations,
business development and disclosure:
1. Investment Firm
Manhattan Capital Corp., LLC
235 E. 87th St., Suite 1H
New York, NY 10128
3. Counsel
Bradley E. Essman, Esq.
118 E Tarpon Avenue
St. Petersburg, FL 33705
(727) 768-2121
bradessman@essmanlaw.com
4. Accountant or Auditor - the information shall clearly (i) describe if an outside
accountant provides audit or review services, (ii) state the work done by the outside
accountant and (iii) describe the responsibilities of the accountant and the
responsibilities of management (i.e. who audits, prepares or reviews the issuer’s
financial statements, etc.). The information shall include the accountant’s phone
number and email address and a description of the accountant’s licensing and
78
qualifications to perform such duties on behalf of the issuer.
General accounting services
Montgomery Coscia Greilich, LLC
2500 Dallas Parkway, Suite 300
Plano, TX 75093
(972) 378-0400
Montgomery Coscia Greilich is a full-service professional accounting firm with
expertise in traditional accounting services as well as mergers, acquisitions, divestitures
and systems consulting. They recognize that the level of success in meeting financial
objectives rests with the people making decisions. With individual areas of specialized
skills, knowledge, experience and interests, MCG functions as a financial team.
SEC Auditors
Daszkal Bolton LLP
2401 NW Boca Raton Boulevard
Boca Raton, FL 33431
direct: 561.953.1481
main: 561.367.1040
fax: 561.961.2781
email: jnovick@daszkalbolton.com
website:
www.daszkalbolton.comDaszkal Bolton LLP is the leading certified public accounting and consulting firm
serving South Florida. For over 18 years we have been providing financial leadership,
guidance and advice to individuals, families, corporations and non profit organizations.
Consistently ranked as one of the Top 25 accounting firms in the region, Daszkal Bolton
LLP offers a unique blend of experience, technical knowledge and personalized
service. Our firm provides complex technical & forensic accounting, domestic &
international tax planning, state and local tax services, assurance solutions, litigation
support, valuations, due diligence, M&A assistance, and other consulting services.
5. Public Relations Consultant(s)
None.
79
6. Investor Relations Consultant
None.
7. Any other advisor(s) that assisted, advised, prepared or provided information
with respect to this disclosure statement - the information shall include the
telephone number and email address of each advisor.
None.
Item XVI Management’s Discussion and Analysis or Plan of Operation.
Instructions to Item XVI
Issuers that have not had revenues from operations in each of the last two fiscal
years, or the last fiscal year and any interim period in the current fiscal year for
which financial statements are furnished in the disclosure statement, shall provide
the information in paragraphs A and C of this item. All other issuers shall provide
the information in paragraphs B and C of this item.
The discussion and analysis shall focus specifically on material events and
uncertainties known to management that would cause reported financial
information not to be necessarily indicative of future operating results or of future
financial condition.
Issuers are not required to supply forward-looking information. This is
distinguished from presently known data that will impact upon future operating
results, such as known future increases in costs of labor or materials. This latter
data may be required to be disclosed.
A. Plan of Operation.
1. Describe the issuer’s plan of operation for the next twelve months. This
80
description should include such matters as:
i. a discussion of how long the issuer can satisfy its cash requirements and whether
it will have to raise additional funds in the next twelve months;
The Issuer currently has negligible cash resources and must raise additional funds to
achieve its goals.
ii. a summary of any product research and development that the issuer will
perform for the term of the plan;
See “Business.”
iii. any expected purchase or sale of plant and significant equipment; and
See “Business.”
iv. any expected significant changes in the number of employees.
See “Employees.”
B. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
1. Full fiscal years. Discuss the issuer's financial condition, changes in financial
condition and results of operations for each of the last two fiscal years. This
discussion should address the past and future financial condition and results of
operation of the issuer, with particular emphasis on