Delaware
|
2060
|
|||
(State
or other Jurisdiction of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer Identification No.)
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
||||||||||||
Common
Stock, $0.001 par value per share, issuable upon conversion of senior
secured convertible notes
|
6,517,904
|
$
|
1.00
(2)
|
$
|
6,517,904
|
$
|
464.73
|
|||||||||
Common
Stock, $0.001 par value per share, issuable upon exercise of the Series C
warrants
|
6,517,904
|
$
|
1.25
(2)
|
$
|
8,147,380
|
$
|
580.91
|
|||||||||
TOTAL
|
13,035,808
|
$
|
14,665,284
|
$
|
1,045.64
|
The
information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement
filed with the U.S. Securities and Exchange Commission (“SEC”) is
effective. This preliminary prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
|
PAGE
|
|
1
|
|
3
|
|
4
|
|
10
|
|
10
|
|
10
|
|
10
|
|
14
|
|
16
|
|
18
|
|
18
|
|
25
|
|
25
|
|
25
|
|
26
|
|
32
|
|
32
|
|
Executive Compensation | 39 |
Security Ownership of Certain Beneficial Owners and Management | 39 |
Transactions with Related Persons, Promoters, and Certain Control Persons | 41 |
Financial Statements | F-1 |
II-1
|
|
II-1
|
|
II-2
|
|
II-3
|
SUSTA ™ is used in
coffees, teas, other beverages, cereals, foods and any other foods that
require a sweetener. SUSTA™ is targeted at individuals craving sweeteners
but not the calories from sugar, and is feasible for people with
diabetes. Not only does SUSTA™ sweeten the taste of food
without all of the side effects of sugars or chemicals, it also contains
healthy probiotics, vital dietary fiber, antioxidants and key cellular
nutrients, leading to an increased metabolism. SUSTA™ simultaneously
supports the health of bones, heart and immune system.
Due to its revolutionary attributes, SUSTA™ is well positioned to be
one of the leading natural alternative sweeteners in the marketplace. We
will market SUSTA™ in three primary categories:
|
·
|
SUSTATM
as a table top sweetener alternative to sugar and other
sweeteners,
|
·
|
SUSTATM
as an ingredient used in beverages, cereals, baked goods, dairy products,
candy and chewing gum, and
|
·
|
NXT/SUSTATM
branded products including Healthy Dairy® and other SUSTA™ branded
products to be launched by the Company.
|
Brand awareness of SUSTA™ will be driven by our aggressive marketing campaign and our massive incent trial program. Additionally, more traditional levers in the retail sales channel like advertising, trade incentives, price promotions, couponing, and demonstrations will be employed. . We target consumer food and beverage companies to incorporate SUSTA™ into their products to provide a healthy alternative to sugar, artificial sweeteners and other natural sweeteners that do not provide the nutritional and health benefits of SUSTA™. |
Common
stock offered by selling security holders
|
13,035,808
shares of common stock. This includes (i) 6,517,904 shares of
common stock issuable upon conversion of the principal amount of the
Notes, and (ii) 6,517,904 shares of common stock issuable upon
exercise of the Series C Warrants.
|
|
Common
stock outstanding before the offering
|
44,304,568
common shares as of April 16, 2010.
|
|
Common
stock outstanding after the offering
|
44,304,568
shares.
|
|
Terms
of the Offering
|
The
selling security holders will determine when and how they will sell the
common stock offered in this prospectus.
|
|
Termination
of the Offering
|
The
offering will conclude upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the registration statement or (ii)
such time as all of the common stock becomes eligible for resale without
volume limitations pursuant to Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”), or any other rule of similar
effect.
|
Use
of proceeds
|
We
are not selling any shares of the common stock covered by this prospectus,
and, as a result, will not receive any proceeds from this offering. We
may, however, receive proceeds in the event that some or all of the
Warrants held by the selling security holders are exercised for cash. The
proceeds from the exercise of such Warrants, if any, will be used for
working capital and other general corporate purposes.
|
|
OTCBB
Trading Symbol
|
“NXTH.
OB”
|
|
Risk
Factors
|
The
common stock offered hereby involves a high degree of risk and should not
be purchased by investors who cannot afford the loss of their entire
investment. See “Risk Factors” beginning on page 4.
|
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Sales
- net of slotting fees and discounts
|
$
|
905,728
|
$
|
2,265,851
|
||||
Cost
of sales
|
969,352
|
1,873,996
|
||||||
Gross
profit (loss)
|
(63,624
|
)
|
391,855
|
|||||
General
and administrative expenses
|
6,906,598
|
1,200,719
|
||||||
Loss
from operations
|
(6,970,222
|
)
|
(808,864
|
)
|
||||
Interest
expense
|
(1,016,718
|
)
|
(55,395
|
)
|
||||
Loss
on extinguishment of debt
|
(15,603,501
|
)
|
-
|
|||||
Registration
rights expense
|
(362,453
|
)
|
-
|
|||||
Net
loss
|
$
|
(23,952,894
|
)
|
$
|
(864,259
|
)
|
Statement of Cash
Flow
|
||||||||
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Net
Cash Used in Operating Activities
|
(2,115,070
|
)
|
(837,546
|
)
|
||||
Net
Cash Provided By Financing Activities
|
1,909,326
|
1,042,925
|
||||||
Net
Increase (Decrease) in Cash
|
(205,744
|
)
|
205,379
|
|||||
Cash
- Beginning of Year
|
274,198
|
68,819
|
||||||
Cash
- End of Year
|
$
|
68,454
|
$
|
274,198
|
·
|
effectuate our business plan and expand our product line; | |
·
|
file,
prosecute, defend and enforce our intellectual property rights;
and
|
·
|
produce
and market our products.
|
·
|
the
taste and flavor of products;
|
·
|
trade
and consumer promotions;
|
·
|
rapid
and effective development of new, unique cutting edge
products;
|
·
|
attractive
and different packaging;
|
·
|
branded
product advertising; and
|
·
|
pricing
|
Name
|
Shares
Beneficially
Owned
Prior To Offering
|
Shares
to
be
Offered
|
Amount
Beneficially
Owned
After Offering
|
Percent
Beneficially
Owed
after Offering
|
General
Associates LLC (1)
|
695,158
|
695,158
|
0
|
0%
|
J&J Rosenbaum
Family Trust (2)
|
1,023,500
|
1,023,500
|
0
|
0%
|
Daniel
Blacker & Stefanie Lisa Schwartz (3)
|
57,500
|
57,500
|
0
|
0%
|
Kevin
L. Bouchillon (4)
|
230,000
|
230,000
|
0
|
0%
|
Adam
C. Bricker (5)
|
230,000
|
230,000
|
0
|
0%
|
Brian
Clavin (6)
|
230,000
|
230,000
|
0
|
0%
|
Paul
Daugherty (7)
|
115,000
|
115,000
|
0
|
0%
|
W.
Glenn Kelly (8)
|
57,500
|
57,500
|
0
|
0%
|
Eric
Motz (9)
|
115,000
|
115,000
|
0
|
0%
|
Steven
L. Rathjen (10)
|
172,500
|
172,500
|
0
|
0%
|
Edward
L. Rucinski (11)
|
349,600
|
349,600
|
0
|
0%
|
Ian
Sadler (12)
|
115,000
|
115,000
|
0
|
0%
|
Robert
W. Semple (13)
|
230,000
|
230,000
|
0
|
0%
|
Jim
Sheffield (14)
|
115,000
|
115,000
|
0
|
0%
|
David
Squire (15)
|
1,150,000
|
1,150,000
|
0
|
0%
|
Sean
Weir (16)
|
115,000
|
115,000
|
0
|
0%
|
Daniel
Charnoff (17)
|
23,000
|
23,000
|
0
|
0%
|
Scott
Cunningham (18)
|
115,000
|
115,000
|
0
|
0%
|
James
C. Donohue IV (19)
|
230,000
|
230,000
|
0
|
0%
|
John
M. Gamberoni (20)
|
23,000
|
23,000
|
0
|
0%
|
Golden
Opportunity Consulting LLC (21)
|
345,000
|
345,000
|
0
|
0%
|
Adam
Krasnoff (22)
|
31,050
|
31,050
|
0
|
0%
|
Frank
Lin (23)
|
46,000
|
46,000
|
0
|
0%
|
Gene
Monaco (24)
|
460,000
|
460,000
|
0
|
0%
|
Joseph
R. Piscitelli Jr (25)
|
34,500
|
34,500
|
0
|
0%
|
Kevin
Scherer (26)
|
345,000
|
345,000
|
0
|
0%
|
Hideo
Takada (27)
|
230,000
|
230,000
|
0
|
0%
|
Paul
Hennessy (28)
|
57,500
|
57,500
|
0
|
0%
|
John
Trafford (29)
|
115,000
|
115,000
|
0
|
0%
|
Adam
Uttley (30)
|
115,000
|
115,000
|
0
|
0%
|
Todd
A. Dunbar (31)
|
92,000
|
92,000
|
0
|
0%
|
Robert
Pash (32)
|
115,000
|
115,000
|
0
|
0%
|
Edward
Gibbons (33)
|
23,000
|
23,000
|
0
|
0%
|
Robert
Kayman (34)
|
230,000
|
230,000
|
0
|
0%
|
Adams,
Terry (35)
|
230,000
|
230,000
|
0
|
0%
|
Cranshire
Capital LP (36)
|
230,000
|
230,000
|
0
|
0%
|
Genesis
Asset Opportunity Fund LP (37)
|
2,300,000
|
2,300,000
|
0
|
0%
|
Gordon,
Bruce T. (38)
|
115,000
|
115,000
|
0
|
0%
|
Greenberg,
Mark (39)
|
460,000
|
460,000
|
0
|
0%
|
Heller
Capital Investments (40)
|
230,000
|
230,000
|
0
|
0%
|
Keller,
Kenton (41)
|
575,000
|
575,000
|
0
|
0%
|
McLoughlin,
Michael V. (42)
|
345,000
|
345,000
|
0
|
0%
|
Northern
Aviation LLC (43)
|
115,000
|
115,000
|
0
|
0%
|
Octagon
Capital Partners (44)
|
230,000
|
230,000
|
0
|
0%
|
The
Stacy Grp, LLC (45)
|
115,000
|
115,000
|
0
|
0%
|
Warren
H. Watkins Trust (46)
|
230,000
|
230,000
|
0
|
0%
|
Richards,
Donald J. (47)
|
230,000
|
230,000
|
0
|
0%
|
-
|
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
|
-
|
has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
|
-
|
are
broker-dealers or affiliated with
broker-dealers.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
·
|
in
transactions through broker-dealers that agree with the Selling
Stockholders to sell a specified number of such shares at a stipulated
price per share;
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
·
|
a
combination of any such methods of sale;
or
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
SUSTATM
as a table top sweetener alternative to sugar and other
sweeteners,
|
·
|
SUSTATM
as an ingredient used in beverages, cereals, baked goods, dairy products,
candy and chewing gum, and
|
·
|
NXT/SUSTATM
branded products including Healthy Dairy® and other SUSTA™ branded
products to be launched by the Company.
|
·
|
Diabetics,
individuals on diets, and those proactively managing obesity. Given
today’s environment, with the increase in obesity and diabetes, this is a
mass market product.
|
·
|
The
most important group is that of head-of-household moms that bring healthy
choices into the household. These moms, who range in age from 20 to 50
years old, make the key food purchase decisions for the household, are
employed, and are concerned about health and fitness for their
families.
|
·
|
Not
far behind in terms of focus are consumers who shun synthetic
sweeteners. This list is headed by consumers who have an
affinity for natural products, many of whom are fanatical as it relates to
purchasing natural products. Consumers are increasingly aware that “you
are what you eat” – this awareness has led to a change in consumer
behavior as evidenced by the growth of the organic and all natural food
sector.
|
·
|
And
finally, SUSTA™ aimed at those that have active lifestyles and are
wellness advocates who tend to be sports enthusiasts, such as runners,
bikers, climbers, walkers, devoted
exercisers.
|
·
|
Contracted
distribution with C&S Wholesale Grocers who has provided first-class
warehousing & distribution services for over 85 years to many U.S.
customers. With over 60 warehouse facilities throughout the United States,
C&S Associates serve some of the largest supermarket chains in the
nation. C&S Wholesale Grocers ensures fair grocery prices
for retailers and consumers by:
|
o
|
Purchasing
goods directly from the manufacturer
|
o
|
Storing
stock in vast secure warehouse
facilities
|
o
|
Distributing
products to independent grocery stores, supermarkets & military
bases
|
o
|
Passing
on great savings to consumers assuring quality products at the best
prices
|
Splenda
|
61% market
share
|
Equal
|
13% market
share
|
Sweet’n
Low
|
13% market
share
|
Other
|
13% market share
includes a variety of competitors – best known brands/producers in
this segment include NutraSweet, ADM, & Cargill
|
(Source: IRI – Information
Resources International)
|
Quarter
Ended
|
High Bid ($) |
Low Bid ($)
|
|||||||
First
Quarter ended March 31, 2010
|
$
|
3.22
|
|
0.52
|
|||||
Fourth
Quarter ended December 31, 2009
|
|
3.46
|
1.15
|
||||||
Third
Quarter ended September 30, 2009
|
1.86
|
0.71
|
|||||||
Second
Quarter ended June 30, 2009
|
2.00
|
0.51
|
|||||||
From
March 11 to March 31, 2009
|
1.45
|
0.25
|
·
|
SUSTATM as a table top
sweetener alternative to sugar and other sweeteners,
|
·
|
SUSTATM as an ingredient used
in beverages, cereals, baked goods, dairy products, candy and chewing gum,
and
|
·
|
NXT/SUSTATM branded products
including Healthy Dairy® and other SUSTA™ branded products to be launched
by the Company.
|
Year
ended
|
||||||||
December 31,
2009
|
December 31,
2008
|
|||||||
Sales -
Net of slotting fees and discounts
|
$
|
905,728
|
$
|
2,265,851
|
||||
Gross
Profit (Loss)
|
$
|
(63,624
|
)
|
$
|
391,855
|
|||
General
and Administrative Expenses
|
$
|
6,906,598
|
$
|
1,200,719
|
||||
Interest
Expense
|
$
|
(1,016,718
|
)
|
$
|
(55,395
|
)
|
||
Net Loss
|
$
|
(23,952,894
|
)
|
$
|
(864,259
|
)
|
||
Loss
per Share - Basic and Diluted
|
$ |
(0.66
|
)
|
$ |
(0.03
|
)
|
▪ |
Raising
additional capital convertible note offerings
|
▪ |
Securing
favorable raw material and manufacturing rates with our
vendors
|
▪ |
Continuing
to increase brand awareness for Healthy Dairy Yogurt Smoothies and the
SUSTA Brand.
|
Year
ended
|
||||||||||||
December 31,
2009
|
December 31,
2008
|
Increase/(Decrease)
|
||||||||||
Current
Assets
|
$
|
291,206
|
$
|
582,925
|
$
|
(291,719
|
)
|
|||||
Current
Liabilities
|
$
|
1,826,899
|
$
|
2,286,851
|
$
|
(459,952
|
)
|
|||||
Working
Capital (Deficit)
|
$
|
(1,535,693
|
)
|
$
|
(1,703,926
|
)
|
$
|
(168,233
|
)
|
Name
|
Age
|
Position
|
Francis
McCarthy
|
63
|
Director,
President, Secretary and Chief Executive Officer
|
David
Briones
|
34
|
Chief
Financial Officer
|
Mark
A. Giresi
|
52
|
Director
and Chief Operating Officer
|
Richard M.
Jordan
|
55
|
Director,
Executive Vice President, General Manager
|
Theodore
Mandes, II
|
61
|
Director
|
David
Deno
|
52
|
Director
|
Dr. Paul S. Auerbach | 59 | Director |
Ann
McBrien
|
50
|
Director
|
§
|
the
subject of 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;
|
§
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
§
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
§
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
Name and
principal position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||
Francis
McCarthy,
|
2009
|
$
|
121,250
|
-
|
-
|
-
|
-
|
-
|
$18,000
|
$
|
139,250
|
|||||||||||
President, CEO |
2008
|
30,423
|
—
|
610,000(1)
|
—
|
—
|
—
|
—
|
$
|
36,523
|
||||||||||||
David
Briones,
|
2009
|
$
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||
CFO
(2)
|
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
(1)
|
On
August 18, 2008, we issued 610,000 shares of our common stock valued at
$.01 per share in the share exchange of the above mentioned
officers and directors as compensation for founder
services.
|
(2)
|
The
CFO’s accounting firm is paid cash for services rendered at a fixed rate
of $39,000 per year and 200,000 shares of the Company’s common stock
vesting 25,000 shares per quarter. During the year ended
December 31, 2009, the first 100,000 shares of the stock award
vested.
|
Name
|
Number
of Shares
Beneficially
Owned (1)
|
Percent
of Shares (2)
|
||||||
Francis
McCarthy, President, CEO and Director (2)
|
4,136,000*
|
9.34
|
%
|
|||||
David
Briones, CFO (2)
|
0
|
0
|
||||||
Richard
M. Jordan, Director (2)
|
250,000*
|
0.56
|
%
|
|||||
David
Deno, Director
|
975,000(3)
|
2.15
|
%
|
|||||
Mark
A. Giresi, Chief Operating Officer and Director (2)
|
1,008,750(4)
|
2.26
|
%
|
|||||
Dr.
Paul S. Auerbach, Director
|
243,750(5)
|
0.55
|
%
|
|||||
Theodore
Mandes, II, Director (2)
|
1,065,000*
|
2.40
|
%
|
|||||
Ann
McBrien, Director
|
0
|
0
|
||||||
Officers
and Directors as a Group (8)
|
7,678,500
|
16.78
|
%
|
(1)
|
A
person is considered to beneficially own any shares: (i) over which such
person, directly or indirectly, exercises sole or shared voting or
investment power, or (ii) of which such person has the right to acquire
beneficial ownership at any time within 60 days (such as through exercise
of stock options or warrants). Unless otherwise indicated, voting and
investment power relating to the shares shown in the table for our
directors and executive officers is exercised solely by the beneficial
owner or shared by the owner and the owner’s spouse or
children.
|
(2)
|
For
purposes of this table, a person or group of persons is deemed to have
“beneficial ownership” of any shares of common stock that such person has
the right to acquire within 60 days of April 16, 2010. For
purposes of computing the percentage of outstanding shares of our common
stock held by each person or group of persons named above, any shares that
such person or persons has the right to acquire within 60 days of April
16, 2010 is deemed to be outstanding, but is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other
person. The inclusion herein of any shares listed as
beneficially owned does not constitute an admission of beneficial
ownership.
|
(3) | Includes 325,000 shares of Common Stock underlying the convertible debenture, 325,000 shares of Common Stock underlying the Series A Warrant, and 325,000 shares of Common Stock underlying the Series B Warrant, issued to Mr. Deno in the private placement closed on August 27, 2009. |
(4) | Includes 81,250 shares of Common Stock underlying the convertible debenture, 81,250 shares of Common Stock underlying the Series A Warrant, and 81,250 shares of Common Stock underlying the Series B Warrant, issued to Mr. Giresi in the private placement closed on August 27, 2009. The remaining 765,000 shares are subject to the Lock-Up Agreement dated February 12, 2009, pursuant to which Mr. Giresi agreed not to sell the shares for a period of 18 months from the close of the Share Exchange Agreement dated February 12, 2009. |
(5) | Includes 81,250 shares of Common Stock underlying the convertible debenture, 81,250 shares of Common Stock underlying the Series A Warrant, and 81,250 shares of Common Stock underlying the Series B Warrant, issued to Mr. Auerbach in the private placement closed on August 27, 2009. |
Balance
– December 31, 2007
|
$ | 320,274 | ||
Advances
|
267,610 | |||
Due
to Unit Holders – October 31, 2008 share exchange
agreement
|
612,126 | |||
Balance
– December 31, 2008
|
1,200,010 | |||
Advances
|
25,000 | |||
Repayments
|
(509,384 | ) | ||
Balance
– December 31, 2009
|
$ | 715,626 |
PAGE
|
F-1 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F-2 |
CONSOLIDATED
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008
|
PAGE
|
F-3 |
CONSOLIDATED STATEMENTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
2008
|
PAGE
|
F-4 |
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE
YEARS ENDED DECEMBER 31, 2009 AND 2008
|
PAGE
|
F-5 |
CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
2008
|
PAGE
|
F-6 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
NXT
Nutritionals Holdings, Inc. and Subsidiaries
|
||||||||
Consolidated Balance Sheets
|
||||||||
December
31, 2009
|
December
31, 2008
|
|||||||
Assets
|
||||||||
Assets:
|
||||||||
Cash
|
$
|
68,454
|
$
|
274,198
|
||||
Accounts
receivable
|
72,642
|
208,169
|
||||||
Inventories
|
150,110
|
67,558
|
||||||
Other
current assets
|
-
|
33,000
|
||||||
Total
Current Assets
|
291,206
|
582,925
|
||||||
Debt
Issuance Costs - net
|
46,590
|
-
|
||||||
Total
Assets
|
$
|
337,796
|
$
|
582,925
|
||||
Liabilities and Stockholders'
Deficit
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$
|
607,695
|
$
|
636,864
|
||||
Loans
payable - related parties
|
715,626
|
811,510
|
||||||
Loans
payable - other
|
100,000
|
25,100
|
||||||
Convertible
notes payable - net
|
-
|
800,000
|
||||||
Accrued
interest payable - related parties
|
41,125
|
1,144
|
||||||
Accrued
interest payable - convertible notes
|
-
|
12,233
|
||||||
Registration
rights payable
|
362,453
|
-
|
||||||
Total
Current Liabilities
|
1,826,899
|
2,286,851
|
||||||
Long-term
loans payable - related parties
|
-
|
388,500
|
||||||
Convertible
notes payable - net of debt discount
|
1,830,605
|
-
|
||||||
Accrued
interest payable - related parties
|
-
|
21,342
|
||||||
Total
Long-Term Liabilities
|
1,830,605
|
409,842
|
||||||
Total
Liabilities
|
3,657,504
|
2,696,693
|
||||||
Stockholders'
Deficit
|
||||||||
Preferred
stock, $0.001 par value, 50,000,000 shares
authorized,
|
||||||||
none
issued and outstanding
|
-
|
-
|
||||||
Common
stock, $0.001 par value, 200,000,000 shares
authorized,
|
||||||||
39,971,745
and 34,619,195 shares issued and outstanding
|
39,972
|
34,619
|
||||||
Additional
paid in capital
|
24,657,084
|
1,915,484
|
||||||
Accumulated
deficit
|
(28,016,765
|
)
|
(4,063,871
|
)
|
||||
Total
Stockholders' Deficit
|
(3,319,708
|
)
|
(2,113,768
|
)
|
||||
Total
Liabilities and Stockholders' Deficit
|
$
|
337,796
|
$
|
582,925
|
||||
NXT
Nutritionals Holdings, Inc. and Subsidiaries
|
||||||||
Consolidated Statement of
Operations
|
||||||||
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Sales
- net of slotting fees and discounts
|
$
|
905,728
|
$
|
2,265,851
|
||||
Cost
of sales
|
969,352
|
1,873,996
|
||||||
Gross
profit (loss)
|
(63,624
|
)
|
391,855
|
|||||
General
and administrative expenses
|
6,906,598
|
1,200,719
|
||||||
Loss
from operations
|
(6,970,222
|
)
|
(808,864
|
)
|
||||
Interest
expense
|
(1,016,718
|
)
|
(55,395
|
)
|
||||
Loss
on extinguishment of debt
|
(15,603,501
|
)
|
-
|
|||||
Registration
rights expense
|
(362,453
|
)
|
-
|
|||||
Net
loss
|
$
|
(23,952,894
|
)
|
$
|
(864,259
|
)
|
||
Net
Loss per Common Share - Basic and Diluted
|
$
|
(0.66
|
)
|
$
|
(0.03
|
)
|
||
Weighted
Average Number of Common Shares Outstanding
|
36,539,236
|
24,858,263
|
||||||
NXT
Nutritionals Holdings, Inc. and Subsidiaries
|
||||||||||||||||||||
Consolidated
Statement of Changes in Stockholders' Deficit
|
||||||||||||||||||||
For the Years Ended December 31, 2009 and
2008
|
||||||||||||||||||||
Common
Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Stockholders'
Deficit
|
||||||||||||||||
Balance,
December 31, 2007
|
22,201,957
|
$
|
22,202
|
$
|
289,758
|
$
|
(2,139,844
|
)
|
$
|
(1,827,885
|
)
|
|||||||||
Member
units - accrued dividends
|
-
|
-
|
-
|
(64,768
|
)
|
(64,768
|
)
|
|||||||||||||
Liquidation
preference - redeemable equity
|
-
|
-
|
-
|
(995,000
|
)
|
(995,000
|
)
|
|||||||||||||
Contributed
rent - related party
|
-
|
-
|
3,808
|
-
|
3,808
|
|||||||||||||||
Issuance
of shares for compensation
|
2,902,113
|
2,902
|
15,398
|
-
|
18,300
|
|||||||||||||||
Recapitalization
|
-
|
-
|
1,556,035
|
-
|
1,556,035
|
|||||||||||||||
Issuance
of shares for consulting services
|
9,515,125
|
9,515
|
50,485
|
-
|
60,000
|
|||||||||||||||
Net
loss for the year ended December 31, 2008
|
-
|
-
|
-
|
(864,259
|
)
|
(864,259
|
)
|
|||||||||||||
Balance,
December 31, 2008
|
34,619,195
|
34,619
|
1,915,484
|
(4,063,871
|
)
|
(2,113,768
|
)
|
|||||||||||||
Recapitalization
|
-
|
25,000
|
-
|
25,000
|
||||||||||||||||
Stock
based compensation
|
3,881,305
|
3,881
|
4,453,509
|
-
|
4,457,390
|
|||||||||||||||
Conversion
of accounts payable to common stock
|
56,200
|
56
|
70,194
|
-
|
70,250
|
|||||||||||||||
Conversion
of convertible notes
|
1,415,045
|
1,416
|
564,602
|
-
|
566,018
|
|||||||||||||||
Stock
purchase warrants issued for services
|
-
|
-
|
280,000
|
-
|
280,000
|
|||||||||||||||
Beneficial
conversion features
|
-
|
-
|
2,127,700
|
-
|
2,127,700
|
|||||||||||||||
Extinguishment
of convertible notes
|
-
|
-
|
15,220,595
|
-
|
15,220,595
|
|||||||||||||||
Net
loss for the year ended December 31, 2009
|
-
|
-
|
-
|
(23,952,894
|
)
|
(23,952,894
|
)
|
|||||||||||||
Balance,
December 31, 2009
|
39,971,745
|
$
|
39,972
|
$
|
24,657,084
|
$
|
(28,016,765
|
)
|
$
|
(3,319,708
|
)
|
|||||||||
NXT
Nutritionals Holdings, Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Cash
Flows
|
||||||||
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$
|
(23,952,894
|
)
|
$
|
(864,259
|
)
|
||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Provision(recovery)
for uncollectible accounts receivable
|
-
|
(30,000
|
)
|
|||||
Amortization
of debt issue costs
|
35,710
|
-
|
||||||
Amortization
of debt discount
|
883,367
|
-
|
||||||
Contributed
rent - related party
|
-
|
3,593
|
||||||
Stock
based compensation
|
4,457,390
|
78,300
|
||||||
Warrants
issued as consulting fee
|
280,000
|
-
|
||||||
Loss
on extinguishment of debt
|
15,603,501
|
-
|
||||||
Registration
rights expense
|
362,453
|
-
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
Decrease in:
|
||||||||
Accounts
receivable
|
135,527
|
(10,851
|
)
|
|||||
Other
current assets
|
33,000
|
(33,000
|
)
|
|||||
Inventories
|
(82,552
|
)
|
(17,024
|
)
|
||||
Increase
(Decrease) in:
|
||||||||
Accounts
payable and accrued expenses
|
41,082
|
1,149
|
||||||
Accrued
interest payable - related parties
|
39,981
|
22,313
|
||||||
Accrued
interest payable - convertible notes
|
48,365
|
12,233
|
||||||
Net
Cash Used in Operating Activities
|
(2,115,070
|
)
|
(837,546
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from loans payable - related parties
|
25,000
|
268,225
|
||||||
Proceeds
from loans payable - other
|
100,000
|
25,100
|
||||||
Proceeds
from issuance of convertible notes
|
2,576,000
|
800,000
|
||||||
Debt
issuance costs paid in cash
|
(82,290
|
)
|
-
|
|||||
Payment
on loans
|
(509,384
|
)
|
(50,400
|
)
|
||||
Payments
on convertible notes
|
(200,000
|
)
|
-
|
|||||
Net
Cash Provided By Financing Activities
|
1,909,326
|
1,042,925
|
||||||
Net
Increase (Decrease) in Cash
|
(205,744
|
)
|
205,379
|
|||||
Cash
- Beginning of Year
|
274,198
|
68,819
|
||||||
Cash
- End of Year
|
$
|
68,454
|
$
|
274,198
|
||||
SUPPLEMENTARY CASH FLOW
INFORMATION:
|
||||||||
Cash
Paid During the Year for:
|
||||||||
Income
Taxes
|
$
|
-
|
$
|
-
|
||||
Interest
|
$
|
8,263
|
$
|
19,698
|
||||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
|
||||||||
Accrual
of 8% preferred return on class "B" member units
|
$
|
-
|
$
|
64,768
|
||||
Liquidation
preference - class "B" member units
|
$
|
-
|
$
|
995,000
|
||||
Conversion
of class "B units in recapitalization
|
$
|
-
|
$
|
2,208,013
|
||||
Beneficial
conversion feature on convertible notes
|
$
|
2,127,700
|
$
|
-
|
||||
Original
issue discount
|
$
|
590,400
|
$
|
-
|
||||
Conversion
of note payable in recapitalization
|
$
|
25,000
|
$
|
-
|
||||
Conversion
of convertible note payable to common stock
|
$
|
566,018
|
$
|
-
|
||||
Stock
issued to settle accounts payable
|
$
|
70,250
|
$
|
-
|
||||
Accrued
interest converted to convertible notes
|
$
|
81,940
|
$
|
-
|
||||
December
31, 2009
|
December
31, 2008
|
|||||||
Work
in process
|
$
|
90,594
|
$
|
-
|
||||
Finished
goods
|
59,516
|
67,558
|
||||||
$
|
150,110
|
$
|
67,558
|
Year Ended
December 31, 2009
|
Year
Ended December 31, 2008
|
$3,019,962
|
$584,120
|
Convertible
debt – face amount of $3,665,338, conversion price of
$0.40
|
9,163,345
|
|||
Common
stock warrants, conversion price of $0.40 (Series “A”) and $0.60 (Series
“B”)
|
21,906,781
|
|||
Total
common stock equivalents
|
31,070,126
|
Convertible
debt – face amount of $800,000, conversion price of $0.40
|
2,000,000
|
|||
Common
stock warrants, conversion price of $0.40 (Series “A”)
|
2,000,000
|
|||
Total
common stock equivalents
|
4,000,000
|
(A)
|
Loans
Payable – Related Parties
|
Balance
– December 31, 2007
|
$
|
320,274
|
||
Advances
|
267,610
|
|||
Due
to Unit Holders – October 31, 2008 share exchange
agreement
|
612,126
|
|||
Balance
– December 31, 2008
|
1,200,010
|
|||
Advances
|
25,000
|
|||
Repayments
|
(509,384
|
)
|
||
Balance
– December 31, 2009
|
$
|
715,626
|
(B)
|
Loans
Payable – Other
|
(C)
|
Convertible
Debt, Warrants and Extinguishment
Accounting
|
1.
|
2008
Convertible Debt
|
a.
|
$800,000
bridge notes (“2008 debt”) bearing interest at 10%. These notes
were due one year from issuance and were secured by all assets of the
Company. The notes were convertible at $0.40/share, or 2,000,000 shares of
common stock. The notes are subject to mandatory conversion if, at any
time after closing, a reverse acquisition with a public shell company and
prior to the maturity dates of these convertible notes, the Company
completes a private placement (“new financing”) of convertible debt
financing of between $2,000,000 - $5,000,000. On August 27, 2009, the
Company closed the new financing, and exceeded the $2,000,000 minimum
raise.
|
b.
|
The
$800,000 of convertible notes were issued with Series “A” warrants with
the following provisions:
|
i.
|
2,000,000
warrants
|
ii.
|
Conversion
price of $0.40/share
|
iii.
|
Expiration
of 5 years
|
c.
|
Of
the total, in March 2009, $200,000 of principal and $7,918 of accrued
interest was repaid. The remaining principal and interest of $648,260 was
converted into a new offering, see below regarding mandatory
conversions.
|
2.
|
2009
Convertible Debt was issued under the same terms as the 2008 convertible
debt. (“2009 debt #1)
|
a.
|
$595,000
in additional bridge notes.
|
b.
|
The
$595,000 of convertible notes were issued with Series “A” warrants with
the following provisions:
|
i.
|
1,487,500
warrants
|
ii.
|
Conversion
price of $0.40/share
|
iii.
|
Expiration
of 5 years
|
c.
|
The
remaining principal and interest of $628,629 was converted into a new
offering, see below regarding mandatory
conversions.
|
3.
|
Debt
discount associated with 2009 debt
#1
|
Expected
dividends
|
0
|
%
|
||
Expected
volatility
|
125
|
%
|
||
Expected
term
|
5
years
|
|||
Risk
free interest rate
|
1.93%
- 2.84
|
%
|
4.
|
New
offering
|
a.
|
Any
debt, plus accrued interest would be converted at a 130%
premium. The premium is 30%, which includes 3 years of simple
interest at 10%, this is an original issue discount that is amortized over
the life of the debt
|
b.
|
Maturity
date of debt is three years from
issuance.
|
c.
|
Secured
by all assets of the Company.
|
d.
|
Debt
holder would receive Series “A” and Series “B”
warrants
|
i.
|
Warrants
of both series are computed as the face amount of the debt
converted. Warrant coverage is 100% for both series. Originally
issued warrants were cancelled and replaced in connection with this
offering (see below regarding
extinguishment).
|
ii.
|
Conversion
price is $0.40 for Series “A” and $0.60 for Series
“B”.
|
iii.
|
Expiration
of 5 years
|
5.
|
Mandatory
Conversions (see Note 5(C)(1)(A)
above)
|
a.
|
On
August 27, 2009, the 2008 debt and 2009 debt #1 was converted into a new
offering since the Company raised the minimum
$2,000,000.
|
b.
|
Principal
of $1,195,000 and accrued interest of $81,890, totaling $1,276,890, and
was converted into:
|
i.
|
New
debt instrument with a face amount, inclusive of the original issue
discount totaling $1,659,956 ($1,276,890 x 130%), convertible at
$0.40/share
|
ii.
|
4,149,890
Series “A” warrants, conversion price of
$0.40/share
|
iii.
|
4,149,890
Series “B” warrants, conversion price of
$0.60/share
|
iv.
|
2,987,500
Series “A” warrants were cancelled
|
6.
|
2009
Convertible Debt was issued under the same terms as the 2009 convertible
debt #1. (“2009 debt #2)
|
a.
|
$2,571,400
notes. These notes were due three years from issuance and were secured by
all assets of the Company. The notes were convertible at $0.40/share, or
6,067,750 shares of common stock.
|
b.
|
The
$2,571,400 of convertible notes were issued with Series “A” and
“B” warrants with the following
provisions:
|
i.
|
6,428,500
Series “A” warrants, conversion price of
$0.40/share.
|
ii.
|
6,428,500
Series “B” warrants, conversion price of
$0.60/share.
|
iii.
|
Expiration
of 5 years
|
c.
|
On
August 10, 2009, a convertible noteholder converted principal in the
amount of $204,100 into 510,250 shares of the Company’s common stock at a
conversion rate of $0.40. On September 23, 2009, a convertible noteholder
converted principal in the amount of $30,000 into 75,000 shares of the
Company’s common stock at a conversion rate of $0.40. On August
10, 2009, a convertible noteholder partially converted principal and
interest in the amount of $331,918 into 829,795 shares of the Company’s
common stock at a conversion rate of
$0.40.
|
7.
|
Debt
discount associated with 2009 debt
#2
|
Expected
dividends
|
0
|
%
|
||
Expected
volatility
|
125
|
%
|
||
Expected
term
|
5 years
|
|||
Risk
free interest rate
|
1.93%
- 2.84
|
%
|
8.
|
Extinguishment
|
Face
amount of principal and interest – new debt, plus allocation for debt
discount (warrants and debt conversion feature)
|
$
|
16,880,441
|
||
Face
amount of principal and interest – old debt
|
1,276,940
|
|||
Extinguishment
loss
|
$
|
15,603,501
|
(D)
|
Registration
Rights Penalty
|
Convertible
debt raised
|
$
|
4,027,256
|
||
Maximum
penalty
|
9
|
%
|
||
$
|
362,453
|
(E)
|
Debt
Issuance Costs
|
(A)
|
Common
Stock
|
Expected
dividends
|
0
|
%
|
||
Expected
volatility
|
125
|
%
|
||
Expected
term
|
5
years
|
|||
Risk
free interest rate
|
1.7
|
%
|
(B)
|
Cumulative
Preferred Redeemable Class “B”
Units
|
(C)
|
Contributed
Capital – Former Related Party
|
(D)
|
Placement
Agent Agreement
|
(E)
|
Warrants
|
Warrants
|
Weighted
Average Exercise Price
|
|||||||
Exercisable
- December 31, 2007
|
-
|
$
|
-
|
|||||
Granted
|
2,000,000
|
$
|
0.40
|
|||||
Exercised
|
-
|
$
|
-
|
|||||
Forfeited/Cancelled
|
-
|
$
|
-
|
|||||
Outstanding
– December 31, 2008
|
2,000,000
|
$
|
0.40
|
|||||
Exercisable
- December 31, 2008
|
2,000,000
|
$
|
0.40
|
|||||
Granted
|
22,894,281
|
$
|
0.50
|
|||||
Exercised
|
-
|
$
|
-
|
|||||
Forfeited/Cancelled
|
(2,987,500
|
)
|
$
|
0.40
|
||||
Outstanding
– December 31, 2009
|
21,906,781
|
$
|
0.50
|
|||||
Exercisable
– December 31, 2009
|
21,906,781
|
$
|
0.50
|
Warrants
Outstanding
|
Warrants
Exercisable
|
||||
Range of
exercise
price
|
Number
Outstanding
|
Weighted Average Remaining
Contractual Life (in years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Weighted
Average Exercise Price
|
$0.40
- $0.60
|
21,906,781
|
4.34
years
|
$0.50
|
21,906,781
|
$0.50
|
|
December
31,
2009
|
December
31,
2008
|
||||||
Net
operating loss carry forward
|
$
|
7,735,000
|
$
|
317,000
|
||||
Valuation
allowance
|
(7,735,000
|
)
|
(317,000
|
)
|
||||
Net
deferred tax asset
|
$
|
-
|
$
|
-
|
|
December
31, 2009
|
December
31, 2008
|
||||||
Current
federal tax expense
|
$
|
(7,370,000)
|
$
|
(266,000)
|
||||
Current
state tax expense
|
(2,276,000)
|
(82,000)
|
||||||
Non-deductible
stock comp
|
1,911,000
|
31,000
|
||||||
Change
in Potential NOL benefits
|
7,735,000
|
317,000
|
||||||
Change
in valuation allowance
|
(7,735,000
|
)
|
(317,000
|
)
|
||||
Income
tax expense
|
$
|
-
|
$
|
-
|
|
December
31, 2009
|
December
31, 2008
|
||||||
Tax
expense (credit) at statutory rate-federal
|
(31%)
|
(31%)
|
||||||
State
tax expense net of federal tax
|
(10%)
|
(10%)
|
||||||
Changes
in valuation allowance
|
41%
|
41%
|
||||||
Tax
expense at actual rate
|
0%
|
0%
|
(1)
|
CEO
|
●
|
3 year
term
|
●
|
$120,000
annual salary
|
(2)
|
CFO
|
●
|
2
year term
|
●
|
Cash
for services rendered by the CFO’s accounting firm at a fixed rate of
$39,000 per year.
|
●
|
200,000
shares of the Company’s common stock, having a fair value of $2,000
($0.01/share), based upon the fair value of services rendered to third
parties for services rendered. These shares will vest 25,000
shares per quarter. During the year ended December 31, 2009,
the CFO vested in the first 100,000 shares of the stock
award.
|
(A)
|
Employment
Contract
|
·
|
3
year term
|
·
|
$20,000
monthly base salary of which 50% may be deferred until the termination of
the contract or a change in control
|
·
|
Stock
compensation which vests as follow:
|
i.
|
400,000
shares of the Company’s common stock, having a fair value of $444,000
($1.11/share) vesting 40,000 shares per month in Year
1
|
ii.
|
500,000
shares of the Company’s common stock shall be granted on or before January
1, 2011, vesting fully on December 31,
2011
|
iii.
|
500,000
shares of the Company’s common stock shall be granted on or before January
1, 2012, vesting fully on December 31,
2012
|
(B)
|
Convertible
Notes
|
i.
|
Conversion
Price: $1.00
|
ii.
|
Registration
rights – the Company is required to file a registration statement within
30 days of the close of the offering. If the Company fails to
file such registration statement, the Company will incur liquidated
damages of 0.5% of the aggregate amount raised in the
offering. The maximum liquidated damages is capped at 6.0% of
the aggregate amount raised in the offering. The Company is
evaluating the impact of registration rights penalty pertaining to the
offering.
|
iii.
|
Original
issue discount- 15% over the 15 month maturity of the
notes.
|
iv.
|
Full
ratchet provision – The notes contain a provision in which the conversion
price can be reduced in any event the Company issues any security or debt
instrument with a lower consideration per share in any future
offering.
|
(C)
|
Conversion
of Convertible Notes to Common
Stock
|
(D)
|
Warrants
|
Securities
and Exchange Commission Registration Fee
|
$ | 1,045.64 | ||
Transfer
Agent Fees
|
$ | 1000.00 | * | |
Accounting
fees and expenses
|
$ | 61,500.00 | * | |
Legal
fees and expense
|
$ | 30,000.00 | * | |
Blue
Sky fees and expenses
|
$ | 1,000.00 | * | |
Total
|
$ | 94,543.64 | * |
EXHIBIT
NUMBER
|
DESCRIPTION
|
2.1
|
Share
Exchange Agreement dated February 12, 2009 by and among NXT Nutritionals
Holdings, Inc. , NXT Nutritionals, Inc. and the shareholders of NXT
Nutritionals, Inc. (1)
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
(5)
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
10.1
|
Employment
Agreement by and between NXT Nutritionals Holdings, Inc. and Francis
McCarthy (1)
|
10.2
|
Employment
Agreement by and between NXT Nutritionals Holdings. Inc. and David Briones
(1)
|
10.3
|
Employment
Agreement by and between NXT Nutritionals Holdings, Inc. and Mark Giresi
(2)
|
10.4
|
Lock-Up
Agreement with Management Shareholders (1)
|
10.5
|
Licensing
Agreement by and between NXT Nutritionals Holdings, Inc, and Mine O’Mine,
Inc. dated November 30, 2009 (3)
|
10.6
|
Endorsement
Agreement by and between NXT Nutritionals Holdings, Inc, and Eddie
George.
|
10.7
|
Securities
Purchase Agreement dated February 26, 2010 (4)
|
10.8
|
Security
Agreement dated February 26, 2010 (4)
|
10.9
|
Subsidiaries
Guarantee Agreement dated February 26, 2010 (4)
|
10.10
|
Registration
Rights Agreement dated February 26, 2010 (4)
|
23.1
|
Consent
of Auditor
|
23.2
|
Legal
Opinion (filed as Exhibit 5.1)
|
24.1
|
Power
of Attorney
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
|
|
(iii)
|
Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration
statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
NXT
NUTRITIONALS HOLDINGS, INC.
|
||
By:
|
/s/
Francis McCarthy
|
|
Francis
McCarthy
President
and Chief Executive Officer
|
||
By: | /s/ David Briones | |
David
Briones
Chief
Financial and Accounting Officer
|
||
Signature
|
Title
|
Date
|
||
/s/Francis
McCarthy
|
||||
Francis
McCarthy
|
President,
CEO, Secretary and Director
|
April
21, 2010
|
||
/s/
David Briones
|
||||
David
Briones
|
Chief
Financial Officer
|
April
21, 2010
|
||
/s/
Richard M. Jordan
|
||||
Richard M.
Jordan
|
Executive
Vice President, General Manager, and Director
|
April
21, 2010
|
||
/s/
Mark A. Giresi
|
||||
Mark
A. Giresi
|
Director
and Chief Operating Officer
|
April
21, 2010
|
||
/s/
David Deno
|
||||
David
Deno
|
Director
|
April
21, 2010
|
||
/s/
Theodore Mandes, II
|
||||
Theodore
Mandes, II
|
Director
|
April
21, 2010
|
||
/s/
Paul S. Auerbach
|
||||
Paul
S. Auerbach
|
Director
|
April
21, 2010
|
||
/s/
Ann McBrien
|
||||
Ann
McBrien
|
Director
|
April
21, 2010
|