ITEM 1. DESCRIPTION OF BUSINESS
Certain statements contained in this Report, including, without limitation, statements containing the words, "believes," "anticipates," "expects," and other words of similar import, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of FAR Group Inc. to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. FAR Group Inc. disclaims any obligation to update any such factors or to announce publicly the results of any revision of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
THE COMPANY
GENERAL
FAR Group was incorporated under the laws of the State of Washington on March 24, 2000, and is in its early developmental and promotional stages. To date, FAR Group's only activities have been organizational, directed at acquiring its principal asset, raising its initial capital and developing its business plan. FAR Group has not commenced commercial operations. FAR Group has no full time employees and owns no real estate.
ACQUISITION OF THE LICENSE
On April 13, 2000, FAR Group's sole director and President, Frank Roberts, assigned his rights under a certain License Agreement with Vitamineralherb.com to FAR Group in consideration of the assumption of a note payable of $35,000. The License Agreement grants an exclusive right to distribute Vitamineralherb.com products to health and fitness professionals in Minnesota via the Internet. The $35,000 note payable is unsecured, non-interest bearing and is repayable upon the successful completion of an Initial Public Offering of the common stock of the Company and sale of all registered shares pursuant to such offering. As the proceeds from the offering were not sufficient to repay this loan the President of the Company does not intend to demand repayment until sufficient funds are in place.
THE LICENSE
FAR Group has a three year license to market and sell vitamins, minerals, nutritional supplements, and other health and fitness products to medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness professionals, school and other fund raising programs and other similar types of customers via the Internet for sale to their clients. The license grants FAR Group an exclusive license for the territory of Minnesota. The license will be automatically renewed unless FAR Group or Vitamineralherb.com gives the other notice of its intent not to renew.
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Vitamineralherb.com has agreed to provide certain business administrative services to FAR Group, including product development, store inventory, website creation and maintenance, establishment of banking liaisons, and development and maintenance of an order fulfillment system, thereby enabling FAR Group to focus strictly on marketing and sales. Some services, such as development of the website and the order fulfillment system, will be provided by Vitamineralherb.com, while others, such as product development and store inventory, will be provided by the product supplier. Vitamineralherb.com sets the price for products based on the manufacturer's price, plus a mark up which Vitamineralherb.com and FAR Group share equally.
FAR Group (and its customers) will have access to all products offered on the Vitamineralherb website, as well as the ability to order custom-formulated and custom-labeled products. Vitamineralherb.com sets the price for products based on the manufacturer's price, plus a mark up which FAR Group and Vitamineralherb.com share equally. Three different labeling options are available to customers: First, products may be ordered with the manufacturer's standard label with no customization. Second, the fitness or health professional may customize the labels by adding its name, address, and phone number to the standard label. In most cases, these labels would be a standardized label with product information and a place on the label for the wording "Distributed by." This gives these health and fitness professionals a competitive edge. Third, labels may be completely customized for the health or fitness professional.
When a fitness or health professional becomes a client, FAR Group's salesperson will show the client how to access the Vitamineralherb website. The client is assigned an identification number that identifies it by territory, salesperson, and business name, address, and other pertinent information. The health or fitness professional may then order the products it desires directly through the Vitamineralherb.com website, paying for the purchase with a credit card, electronic check ("e-check"), or debit card. All products are shipped by the manufacturer directly to the professional or its clients.
The website is maintained by Vitamineralherb.com, and each licensee pays an annual website maintenance fee of $500. All financial transactions are handled by Vitamineralherb.com's Internet clearing bank. The Vitamineralherb webmaster downloads e-mail orders several times a day, checks with clearing bank for payment and then submits the product order and electronic payment to the supplier. Vitamineralherb.com will then forward the money due FAR Group via electronic funds transfer. Vitamineralherb's software will track all sales through the customer's identification number, and at month end, e-mail to FAR Group and customer a detailed report including sales commissions. Vitamineralherb has indicated that it will use e-commerce advertising such as banner ads on major servers and websites, as well as trying to insure that all major search engines pick Vitamineralherb.com first. Sales originating from the website to customers located in Minnesota will automatically be assigned to FAR Group, whether or not originated by FAR Group's marketing efforts.
Background on the Manufacturer and Distributor
Vitamineralherb.com entered into a Manufacturing Agreement, dated June 9, 2000, with Ives Formulation Co., of San Diego, California. Ives Formulation is a wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract manufacturer of vitamin, mineral, nutritional supplement, and alternative health products for various marketing organizations. In addition to a line of standard products, Ives Formulation is able to manufacture custom blended products for customers, and to supply privately labeled products for FAR Group's customers at a minimal added cost. Vitamineralherb.com has just begun developing its vitamin marketing and distributorship business.
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Implementation of Business Plan: Milestones
FAR Group's business plan is to determine the feasibility of selling Vitamineralherb.com products to targeted markets. Should FAR Group determine that its business plan is feasible, it intends to employ salespeople to call on medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness professionals, school and other fund raising programs and other similar types of customers to interest these professionals in selling to their clients high-quality, low-cost vitamins, minerals, nutritional supplements, and other health and fitness products. These professionals would sell the products to their clients via the Internet. FAR Group will achieve implementation of its business plan by meeting the following milestones:
Milestone 1 - Market Survey. In order to determine the feasibility of its business plan, FAR Group must conduct research into the various potential target markets. The market analysis research will likely consist of a telephone survey to 100-200 potential clients, focusing on three or four of the core target markets, such as chiropractors, health clubs, and alternative medicine practitioners. The survey would likely contain questions that would determine the marketing approach and acceptability of specific products.
Milestone 2 - Hire Salespeople. Should FAR Group determine that the exploitation of the license is feasible, it will then have to engage salespeople to market the products. FAR Group expects that it may hire two salespeople during its first year of operation. The hiring process would include running advertisements in the local newspaper and conducting interviews. It is anticipated that hiring the salespeople may take four to eight weeks. The cost of hiring the salespeople, not including compensation, is estimated at $20,000.
Milestone 3 - Establish an Office. FAR Group would then have to establish an office or offices for the sales force in the appropriate market or markets. This would include an office, equipment such as computers and telephones, and sample inventory for the salespeople. It is anticipated that it may take eight to twelve weeks to locate acceptable office space and select and purchase equipment. The expense of office rental, equipment and inventory samples is estimated to be $45,000 per year.
Milestone 4 - Development of Advertising Campaign. The next step would be to develop an advertising campaign, including establishing a list of prospects based on potential clients identified in the market survey, and designing and printing sales materials. It is anticipated that it would take approximately six to ten weeks to develop the advertising campaign, although, depending on the availability of resources, FAR Group will attempt to develop its advertising campaign concurrently with establishing an office. The cost of developing the campaign is estimated at approximately $12,000 per year.
Milestone 5 - Implementation of Advertising Campaign/Sales Calls. Implementation of the advertising campaign would begin with mailing the sales materials to the identified list of prospects. Approximately two to four weeks thereafter, the salespeople would begin telephone follow-ups and scheduling of sales calls. Although it will be necessary to make sales calls throughout the life of the company, it is estimated that the first round of sales calls will take approximately eight to twelve weeks to complete. The cost of salary and expenses for two salespeople is estimated at $248,000 per year.
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Milestone 6 - Achieve Revenues. It is difficult to quantify how long it will take to convert a sales call into actual sales and revenues. FAR Group will not begin receiving orders until its sales force is able to convince potential clients to begin offering such products to their customers, or to convert from an existing supplier. FAR Group hopes that clients would begin placing orders within for weeks of a sales call, but it may take several months before people begin to purchase products. Moreover, customers may not be willing to pay for products at the time they order, and may insist on buying on account, which delay receipt of revenues another month or two.
FAR Group will have to obtain additional financing through an offering or through capital contributions by current shareholders. No commitments to provide additional funds have been made by management or shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to FAR Group or at all.
INDUSTRY BACKGROUND
Growth of the Internet and electronic commerce
The Internet has become an increasingly significant medium for communication, information and commerce. According to NUA Internet Surveys, as of February 2000, there were approximately 275.5 million Internet users worldwide. At the IDC Internet Executive Forum held on September 28-29, 1999, IDC stated that in 1999 US $109 billion in purchases involved the Internet. IDC's vice president, Sean Kaldor, indicated that figure is expected to increase more than ten-fold over the next five years to US $1.3 trillion in 2003, with $842 million completed directly over the Web. FAR Group believes that this dramatic growth presents significant opportunities for online retailers.
The vitamin, supplement, mineral and alternative health product market.
In recent years, a growing awareness of vitamins, herbs, and other dietary supplements by the general public has created a whole new segment in the field of medicine and health care products. According to Jupiter Communications, online sales of such products are expected to be US $434 million in the year 2003, up from $1 million in 1998. FAR Group believes that several factors are driving this growth, including a rapidly growing segment of the population that is concerned with aging and disease, a growing interest in preventative health care, favorable consumer attitudes toward alternative health products and a favorable regulatory statute, the Dietary Supplement Health and Education Act of 1994.
COMPETITION
The electronic commerce industry is rapidly evolving and intensely competitive, and FAR Group expects competition to intensify in the future. Barriers to entry are minimal and current and new competitors can launch sites at a relatively low cost. In addition, the vitamin, supplement, mineral and alternative health product market is very competitive and highly fragmented, with no clear dominant leader and increasing public and commercial attention.
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FAR Group's competitors can be divided into several groups including:
* traditional vitamins, supplements, minerals and alternative health products retailers;
* the online retail initiatives of several traditional vitamins, supplements, minerals and alternative health products retailers;
* online retailers of pharmaceutical and other health-related products that also carry vitamins, supplements, minerals and alternative health products;
* independent online retailers specializing in vitamins, supplements, minerals and alternative health products;
* mail-order and catalog retailers of vitamins, supplements, minerals and alternative health products, some of which have already developed online retail outlets; and
* direct sales organizations, retail drugstore chains, health food store merchants, mass-market retail chains and various manufacturers of alternative health products.
Many of FAR Group's potential competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than FAR Group has. In addition, an online retailer may be acquired by, receive investments from, or enter into other commercial relationships with, larger, well-established and well-financed companies as use of the Internet and other electronic services increases. Competitors have and may continue to adopt aggressive pricing or inventory availability policies and devote substantially more resources to website and systems development than FAR Group does. Increased competition may result in reduced operating margins and loss of market share.
FAR Group believes that the principal competitive factors in its market are:
* ability to attract and retain customers;
* breadth of product selection;
* product pricing;
* ability to customize products and labeling;
* quality and responsiveness of customer service.
FAR Group believes that it can compete favorably on these factors. However, FAR Group will have no control over how successful its competitors are in addressing these factors. In addition, with little difficulty, FAR Group's online competitors can duplicate many of the products or services offered on the Vitamineralherb.com site.
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FAR Group believes that traditional retailers of vitamins, supplements, minerals and other alternative health products face several challenges in succeeding:
* Lack of convenience and personalized service. Traditional retailers have limited store hours and locations. Traditional retailers are also unable to provide consumers with product advice tailored to their particular situation.
* Limited product assortment. The capital and real estate intensive nature of store-based retailers limit the product selection that can be economically offered in each store location.
* Lack of Customer Loyalty. Although the larger traditional retailers often attract customers, many of these customers are only one-time users. People are often attractive to the name brands, but find the products too expensive. It is understood that these are quality products and have value, but the multilevel structure of marketing often employed by large retailers mandate high prices.
As a result of the foregoing limitations, FAR Group believes there is significant unmet demand for an alternative shopping channel that can provide consumers of vitamins, supplements, minerals and other alternative health products with a broad array of products and a convenient and private shopping experience.
* FAR Group hopes to attract and retain consumers through the following key attributes of its business:
* Broad Expandable Product Assortment. FAR Group's product selection is substantially larger than that offered by store-based retailers.
* Low Product Prices. Product prices can be kept low due to volume purchases through FAR Group's affiliation with Vitamineralherb.com and other licensees. Product prices will also be lower due to FAR Group's lack of need of inventory and warehouse space. All products are shipped from International Formulation and Manufacturing's inventory.
* Accessibility to Customized Products. At minimal cost, health and fitness practitioners may offer their customers customized products.
* Access to Personalized Programs. Health or fitness professional can tailor vitamin and dietary supplement regimes to their clients.
REGULATORY ENVIRONMENT
The manufacturing, processing, formulating, packaging, labeling and advertising of the products FAR Group sells may be subject to regulation by one or more U.S. federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities also may be regulated by various agencies of the states, localities and foreign countries in which consumers reside.
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The Food and Drug Administration, in particular, regulates the formulation, manufacture, labeling and distribution of foods, including dietary supplements, cosmetics and over-the- counter or homeopathic drugs. Under the Federal Food, Drug, and Cosmetic Act, the Food and Drug Administration may undertake enforcement actions against companies marketing unapproved drugs, or "adulterated" or "misbranded" products. The remedies available to the Food and Drug Administration include: criminal prosecution; an injunction to stop the sale of a company's products; seizure of products; adverse publicity; and "voluntary" recalls and labeling changes.
Food and Drug Administration regulations require that certain informational labeling be presented in a prescribed manner on all foods, drugs, dietary supplements and cosmetics. Specifically, the Food, Drug, and Cosmetic Act require that food, including dietary supplements, drugs and cosmetics, not be "misbranded." A product may be deemed an unapproved drug and "misbranded" if it bears improper claims or improper labeling. The Food and Drug Administration has indicated that promotional statements made about dietary supplements on a company's website may constitute "labeling" for purposes of compliance with the provisions of the Food, Drug, and Cosmetic Act. A manufacturer or distributor of dietary supplements must notify the Food and Drug Administration when it markets a product with labeling claims that the product has an effect on the structure or function of the body. Noncompliance with the Food, Drug, and Cosmetic Act, and recently enacted amendments to that Act discussed below, could result in enforcement action by the Food and Drug Administration.
The Food, Drug, and Cosmetic Act has been amended several times with respect to dietary supplements, most recently by the Nutrition Labeling and Education Act of 1990 and the Dietary Supplement Health and Education Act of 1994. The Dietary Supplement Health and Education Act created a new statutory framework governing the definition, regulation and labeling of dietary supplements. With respect to definition, the Dietary Supplement Health and Education Act created a new class of dietary supplements, consisting of vitamins, minerals, herbs, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, metabolites, extracts or combinations of such dietary ingredients. Generally, under the Dietary Supplement Health and Education Act, dietary ingredients that were on the market before October 15, 1994 may be sold without Food and Drug Administration pre-approval and without notifying the Food and Drug Administration. In contrast, a new dietary ingredient, i.e., one not on the market before October 15, 1994, requires proof that it has been used as an article of food without being chemically altered or evidence of a history of use or other evidence of safety establishing that it is reasonably expected to be safe. Retailers, in addition to dietary supplement manufacturers, are responsible for ensuring that the products they market for sale comply with these regulations. Noncompliance could result in enforcement action by the Food and Drug Administration, an injunction prohibiting the sale of products deemed to be noncompliant, the seizure of such products and criminal prosecution.
The Food and Drug Administration has indicated that claims or statements made on a company's website about dietary supplements may constitute "labeling" and thus be subject to regulation by the Food and Drug Administration. With respect to labeling, the Dietary Supplement Health and Education Act amends, for dietary supplements, the Nutrition Labeling and Education Act by providing that "statements of nutritional support," also referred to as "structure/function claims," may be used in dietary supplement labeling without Food and Drug Administration pre-approval, provided certain requirements are met. These statements may describe how particular dietary ingredients affect the structure or function of the body, or the mechanism of action by which a dietary ingredient may affect body structure or function, but may not state a drug claim, i.e., a claim that a dietary supplement will diagnose, mitigate, treat, cure or prevent a disease. A company making a "statement of nutritional support" must possess substantiating evidence for the statement, disclose on the label that the Food and Drug Administration has not reviewed the statement and that the product is not intended for use for a disease and notify the Food and Drug Administration of the statement within 30 days after its initial use. It is possible that the statements presented in connection with product descriptions on FAR Group's site may be determined by the Food and Drug Administration to be drug claims rather than acceptable statements of nutritional support. In addition, some of FAR Group's suppliers may incorporate objectionable statements directly in their product names or on their products' labels, or otherwise fail to comply with applicable manufacturing, labeling and registration requirements for over-the-counter or homeopathic drugs or dietary supplements. As a result, Vitamineralherb.com may have to remove objectionable statements or products from its site or modify these statements, or product names or labels, in order to comply with Food and Drug Administration regulations. Such changes could interfere with FAR Group's marketing of products and could cause us to incur significant additional expenses.
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In addition, the Dietary Supplement Health and Education Act allows the dissemination of "third party literature" in connection with the sale of dietary supplements to consumers at retail if the publication meets statutory requirements. Under the Dietary Supplement Health and Education Act, "third party literature" may be distributed if, among other things, it is not false or misleading, no particular manufacturer or brand of dietary supplement is promoted, a balanced view of available scientific information on the subject matter is presented and there is physical separation from dietary supplements in stores. The extent to which this provision may be used by online retailers is not yet clear, and FAR Group cannot assure you that all pieces of "third party literature" that may be disseminated in connection with the products FAR Group offers for sale will be determined to be lawful by the Food and Drug Administration. Any such failure could render the involved product an unapproved drug or a "misbranded" product, potentially subjecting us to enforcement action by the Food and Drug Administration, and could require the removal of the noncompliant literature from Vitamineralherb.com's website or the modification of FAR Group's selling methods, interfering with FAR Group continued marketing of that product and causing us to incur significant additional expenses. Given the fact that the Dietary Supplement Health and Education Act was enacted only five years ago, the Food and Drug Administration's regulatory policy and enforcement positions on certain aspects of the new law are still evolving. Moreover, ongoing and future litigation between dietary supplement companies and the Food and Drug Administration will likely further refine the legal interpretations of the Dietary Supplement Health and Education Act. As a result, the regulatory status of certain types of dietary supplement products, as well as the nature and extent of permissible claims will remain unclear for the foreseeable future. Two areas in particular that pose potential regulatory risk are the limits on claims implying some benefit or relationship with a disease or related condition and the application of the physical separation requirement for "third party literature" as applied to Internet sales.
In addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the advertising and promotion of dietary supplements, foods, over-the-counter drugs and cosmetics is subject to scrutiny by the Federal Trade Commission. The Federal Trade Commission Act prohibits "unfair or deceptive" advertising or marketing practices, and the Federal Trade Commission has pursued numerous food and dietary supplement manufacturers and retailers for deceptive advertising or failure to substantiate promotional claims, including, in many instances, claims made via the Internet. The Federal Trade Commission has the power to seek administrative or judicial relief prohibiting a wide variety of claims, to enjoin future advertising, to seek redress or restitution payments and to seek a consent order and seek monetary penalties for the violation of a consent order. In general, existing laws and regulations apply fully to transactions and other activity on the Internet. The Federal Trade Commission is in the process of reviewing its policies regarding the applicability of its rules and its consumer protection guides to the Internet and other electronic media. The Federal Trade Commission has already undertaken a new monitoring and enforcement initiative, "Operation Cure-All," targeting allegedly bogus health claims for products and treatments offered for sale on the Internet. Many states impose their own labeling or safety requirements that differ from or add to existing federal requirements.
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FAR Group cannot predict the nature of any future U.S. laws, regulations, interpretations or applications, nor can it determine what effect additional governmental regulations or administrative orders, when and if promulgated, would have on its business in the future. Although the regulation of dietary supplements is less restrictive than that of drugs and food additives, FAR Group cannot assure you that the current statutory scheme and regulations applicable to dietary supplements will remain less restrictive. Further, FAR Group cannot assure you that, under existing laws and regulations, or if more stringent statutes are enacted, regulations are promulgated or enforcement policies are adopted, it is or will be in compliance with these existing or new statutes, regulations or enforcement policies without incurring material expenses or adjusting its business strategy. Any laws, regulations, enforcement policies, interpretations or applications applicable to FAR Group's business could require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not capable of reformulation, additional record keeping, expanded documentation of the properties of certain products, expanded or different labeling or scientific substantiation.
REGULATION OF THE INTERNET
In general, existing laws and regulations apply to transactions and other activity on the Internet; however, the precise applicability of these laws and regulations to the Internet is sometimes uncertain. The vast majorities of such laws were adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet or electronic commerce. Nevertheless, numerous federal and state government agencies have already demonstrated significant activity in promoting consumer protection and enforcing other regulatory and disclosure statutes on the Internet. Additionally, due to the increasing use of the Internet as a medium for commerce and communication, it is possible that new laws and regulations may be enacted with respect to the Internet and electronic commerce covering issues such as user privacy, freedom of expression, advertising, pricing, content and quality of products and services, taxation, intellectual property rights and information security. The adoption of such laws or regulations and the applicability of existing laws and regulations to the Internet may impair the growth of Internet use and result in a decline in FAR Group's sales.
A number of legislative proposals have been made at the federal, state and local level, and by foreign governments, that would impose additional taxes on the sale of goods and services over the Internet, and certain states have taken measures to tax Internet-related activities. Although Congress recently placed a three-year moratorium on new state and local taxes on Internet access or on discriminatory taxes on electronic commerce, existing state or local laws were expressly excepted from this moratorium. Further, once this moratorium is lifted, some type of federal and/or state taxes may be imposed upon Internet commerce. Such legislation or other attempts at regulating commerce over the Internet may substantially impair the growth of commerce on the Internet and, as a result, adversely affect FAR Group's opportunity to derive financial benefit from such activities.
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EMPLOYEES
FAR Group is a development stage company and currently has no employees. FAR Group is currently managed by Frank Roberts, its sole officer and director. FAR Group looks to Mr. Roberts for his entrepreneurial skills and talents. Management plans to use consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future. FAR Group may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees. A portion of any employee compensation likely would include the right to acquire stock in FAR Group, which would dilute the ownership interest of holders of existing shares of its common stock.
AVAILABLE INFORMATION AND REPORTS TO SECURITIES HOLDERS
FAR Group is subject to the information and periodic reporting requirements of the Securities Exchange Act and, accordingly, will file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the Commission's public reference room, and the website of Commission's Public Reference Room located at 450 Fifth Street N.W., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information about the public reference rooms. FAR Group's filings with the Commission are also available to the public from the Commission's website at http://www.sec.gov.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
FAR Group currently maintains limited office space, occupied by Frank Roberts, for which it pays no rent. Its address is Suite 210 - 580 Hornby Street, Vancouver, British Columbia, Canada, and its phone number is (604) 662-7000. FAR Group does not believe that it will need to obtain additional office space at any time in the foreseeable future until its business plan is more fully implemented.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the shareholders during the twelve-month period ended April 30, 2002.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
FAR Group's shares of common stock are traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. (the "Bulletin Board") under the trading symbol "FGRI." The shares of common stock began trading on July 19, 2001. FAR Group's year ended is April 30.
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Summary trading by quarter since the shares began trading is as follows:
These quotations are inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. As of June 19, 2002, FAR Group had 47 holders of record of its common stock.
Dividends
FAR Group has not declared any cash dividends, nor does it intend to do so. FAR Group is not subject to any legal restrictions respecting the payment of dividends, except that dividends may not be paid to render it insolvent. Dividend policy will be based on FAR Group's cash resources and needs and it is anticipated that all available cash will be needed for its operations in the foreseeable future.
SEC Rule 15g
FAR Group's shares are covered by Section 15g of the Securities Act of 1933, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell FAR Group's securities and also may affect a shareholder's ability to sell the shares in the secondary market.
Section 15g also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
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Recent Sales of Unregistered Securities
On April 13, 2000, FAR Group issued 9,600,000 (1,600,000 pre-split) shares of common stock to Frank Roberts in satisfaction of legal expenses. The issuance of the shares was exempt from registration under Rule 506 of Regulation D, Regulation S, and sections 3(b) and 4(2) of the Securities Act of 1933, as amended, due to Mr. Roberts's status as the founder and initial management of FAR Group, and his status as an accredited investor and his foreign nationality, and the limited number of investors (1).
ITEM 6.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of FAR Group's financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this report.
PLAN OF OPERATIONS
During the period from March 24, 2000 through April 30, 2002, FAR Group has engaged in no significant operations other than organizational activities, acquisition of the rights to market Vitamineralherb and preparation for registration of its securities under the Securities Act of 1933, as amended. No revenues were received by FAR Group during this period.
For the current fiscal year, FAR Group anticipates incurring a loss as a result of organizational expenses, expenses associated with registration under the Securities Act of 1933, and expenses associated with setting up a company structure to begin implementing its business plan. FAR Group anticipates that until these procedures are completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.
FAR Group's business plan is to determine the feasibility of marketing the Vitamineralherb products in various markets, and, if the products prove to be in demand, begin marketing and selling Vitamineralherb products.
FAR Group remains in the development stage and, since inception, has experienced no signigicant change in liquidity or capital resources or shareholders' equity. Consequently, FAR Group's balance sheet as of April 30, 2002, reflects total assets of $4,645, in the form of cash. The Company has accounts payable of $33,750 owing to an independent shareholder who advanced funds to pay for the Company's operating costs. The advances are unsecured and non-interest beraring. The Company's expenses was comprised mainly of $14,033 spent for legal and accounting fees, $10,000 for consulting fees paid to a company to assist the Company in developing a corporate finance strategy and $4,554 for filing and transfer agent fees.
During the previous fiscal year, the original shareholder also paid for legal expenses in the amount of $16,000 for which he received 9,600,000 (1,600,000 pre-split) shares of common stock of the Company.
FAR Group's business plan is to determine the feasibility of selling Vitamineralherb.com products to targeted markets. In order to determine the feasibility of its business plan, FAR Group plans, during the next six to twelve months, to conduct research into these various potential target markets. Should FAR Group determine that the exploitation of the license is feasible, it will engage salespeople to market the products. Based primarily on discussions with the licensor, FAR Group believes that during its first operational quarter, it will need a capital infusion of approximately $85,000 to achieve a sustainable sales level where ongoing operations can be funded out of revenues. This capital infusion is intended to cover costs of advertising, hiring and paying two salespeople, and administrative expenses. In addition, FAR Group will need approximately $260,000 in the event it determines that its market will not pay in advance and it will have to extend credit. FAR Group will have to obtain additional financing through an offering or capital contributions by current shareholders.
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FAR Group will need additional capital to carry out its business plan or to engage in a business combination. No commitments to provide additional funds have been made by management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to FAR Group or at all. FAR Group has no commitments for capital expenditures.
In addition, FAR Group may engage in a combination with another business. FAR Group has engaged in discussions concerning potential business combinations, but has not entered into any agreement for such a combination.
In its Independent Auditor's Report, FAR Group's accountants state that FAR Group's failure to generate revenues and conduct operations since its inception raise substantial doubt about FAR Group's ability to continue as a going concern. FAR Group will require substantial working capital, and currently has inadequate capital to fund its business. FAR Group may be unable to raise the funds necessary for implementing its business plan, which could severely limit its operations and cause its stock to be worthless.
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ITEM 7.
ITEM 7. FINANCIAL STATEMENTS
FAR Group Inc.
Index to Financial Statements Contents
Report of Independent Auditors
Balance Sheets
Statements of Operations
Statements of Cash Flows
Statements of Stockholders' Equity
Notes to the Financial Statements
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Independent Auditor's Report
To the Stockholders and Board of Directors
FAR Group, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of FAR Group, Inc. (A Development Stage Company) as of April 30, 2002 and 2001 and the related statements of operations, stockholders' equity and cash flows for the period from March 24, 2000 (Date of Inception) to April 30, 2002 and the years ended April 30, 2002 and 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with United States generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of FAR Group, Inc. (A Development Stage Company), as of April 30, 2002 and 2001, and the results of its operations and its cash flows for the period from March 24, 2000 (Date of Inception) to April 30, 2002 and the years ended April 30, 2002 and 2001, in conformity with United States generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues or conducted any operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Manning Elliott
CHARTERED ACCOUNTANTS
Vancouver, Canada
May 30, 2002
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FAR Group, Inc.
(A Development Stage Company)
Balance Sheets
April 30,
$
April 30,
$
ASSETS
Current Assets
Cash
4,645
2,361
Total Assets
4,645
2,361
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable
33,750
4,199
Accrued liabilities
Note payable (Note 4)
35,000
35,000
Total Liabilities
69,300
39,949
Contingency (Note 1)
Commitment (Note 5)
Stockholders' Deficit
Common Stock: $0.0001 par value; authorized 100,000,000 common shares; 15,600,000 and 2,600,000 shares issued and outstanding respectively (Note 6)
1,560
Additional Paid-in Capital
24,440
25,740
26,000
26,000
Preferred Stock: $.0001 par value; authorized 20,000,000 preferred shares; none issued
-
-
Deficit Accumulated During the Development Stage
(90,655)
(63,588)
Total Stockholders' Deficit
(64,655)
(37,588)
Total Liabilities and Stockholders' Deficit
4,645
2,361
(See accompanying Notes to the Financial Statements)
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FAR Group, Inc.
(A Development Stage Company)
Statements of Operations
(Diluted loss per share has not been presented as the result is anti-dilutive)
(See accompanying Notes to the Financial Statements)
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FAR Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
(See accompanying Notes to the Financial Statements)
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FAR Group, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
From March 24, 2000 (Date of Inception) to April 30, 2002
(See accompanying Notes to the Financial Statements)
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FAR Group, Inc.
A Development Stage Company)
Notes to the Financial Statements
April 30, 2002
1.	Development Stage Company
FAR Group, Inc. herein (the "Company") was incorporated in the State of Washington, U.S.A. on March 24, 2000. The Company acquired a license to market and distribute vitamins, minerals, nutritional supplements, and other health and fitness products in which the grantor of the license offers these products for sale from various suppliers on their Web Site.
The Company is in the development stage. In a development stage company, management devotes most of its activities in developing a market for its products. Planned principal activities have not yet begun. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable operations. There is no guarantee that the Company will be able to raise any equity financing or sell any of its products at a profit. There is substantial doubt regarding the Company's ability to continue as a going concern.
The Company filed an SB-2 Registration Statement with the U.S. Securities Exchange Commission which was declared effective in January 2001. The Company sold and issued 1,000,000 common shares at $0.01 per share for cash proceeds of $10,000. The Company is listed on the OTC Bulletin Board under the symbol FGRI.
2.	Summary of Significant Accounting Policies
(a)	Year end
The Company's fiscal year end is April 30.
(b)	License
The cost to acquire the License was initially capitalized. The carrying value of the License was evaluated in each reporting period to determine if there were events or circumstances that would indicate a possible inability to recover the carrying amount. Such evaluation is based on various analyses including assessing the Company's ability to bring the commercial applications to market, related profitability projections and undiscounted cash flows relating to each application which necessarily involves significant management judgment. Where an impairment loss has been determined the carrying amount is written-down to fair market value. Fair market value is determined as the amount at which the license could be sold in a current transaction between willing parties. The License was written-off to operations due to the lack of historical cash flow of the license and lack of market to resell the license.
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(c)	Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
(d)	Revenue Recognition
The Company will receive from the Grantor of the license, commissions of one-half of all the profit on all sales made through the Grantor's Web Site. The commission revenue will be recognized in the period the sales have occurred. The Company will report the commission revenue on a net basis as the Company is acting as an Agent for the Grantor and does not assume any risks or rewards of the ownership of the products. This policy is prospective in nature as the Company has not yet generated any revenue.
2.	Summary of Significant Accounting Policies
(e)	Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.
3.	License
The Company's asset is a license to market vitamins, minerals, nutritional supplements and other health and fitness products through the Grantor's Web Site. The Company desires to market these products to medical practitioners, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness practitioners, school and other fund raising programs and other similar types of customers in Minnesota. The license was acquired on April 13, 2000 for a term of three years. The Company must pay an annual fee of $500 for maintenance of the Grantor's Web Site commencing on the anniversary date. The Grantor waived the annual fee due on April 13, 2001. The Grantor of the license retains 50% of the profits.
The Company paid total consideration of $35,000 for the license with a note payable of $35,000. See Note 5.
The License was written-off to operations due to the lack of historical cash flow and lack of a market to resell the license. However, it is the Company's intention to conduct a survey to determine its core target market from amongst the potential clients under its Vitamineralherb.com license, hire commissioned sales staff, establish an office, advertise, and begin making sales.
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4.	Related Party Transaction
The License referred to in Note 3 was assigned to the Company by the sole director and President of the Company for consideration of the assumption of a note payable of $35,000. The License was recorded at the transferor's cost of $35,000 which was also fair market value at the time. The Grantor of the License is not related to the Company.
The $35,000 note payable to the President of the Company is unsecured, non-interest bearing and is repayable upon the successful completion of an Initial Public Offering of the common stock of the Company and sale of all registered shares pursuant to such offering. As the proceeds from this offering were not sufficient to repay this loan the President of the Company does not intend to demand repayment until sufficient funds are in place.
5.	Commitment
The Company entered into a Business Agreement with Magnum Financial Corp. ("Magnum") whereby Magnum was to assist the Company with the approval of trading on the OTC Bulletin Board. The Company paid $5,000 upon acceptance of this agreement and was to pay $5,000 upon listing for trading on the OTC BB and a further $5,000 three weeks after listing for trading on the OTC BB. This agreement was cancelled and the amount owing was waived.
6.	Common Stock
The Company's Board of Directors approved a six for one forward split with a record date of August 31, 2001.
A total of 15,600,000 common shares were issued and outstanding as at that date.
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ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the name, age and position of each director and executive officer of FAR Group:
NAME
AGE
POSITION
Frank A. Roberts
President, Secretary, Treasurer, Director
In April 2000, Mr. Roberts was elected as the sole officer and director of FAR Group. He will serve until the next annual meeting of FAR Group's shareholders and his successors are elected and qualified. Thereafter, directors will be elected for one-year terms at the annual shareholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement.
Since 1984, Mr. Roberts has been the president, sole shareholder and director of RSM Investor Network Inc., a consulting company providing services to existing and emerging private and public companies, assisting such companies with raising equity capital and providing management and communication services. Prior to that, Mr. Roberts founded Steeplejack Services Ltd. in Calgary, which he owned with four other partners, from its inception in 1969 until he sold his interest in 1985. Steeplejack specialized in manufacturing, leasing and sale of scaffolding and many construction related products.
ITEM 10.
ITEM 10. EXECUTIVE COMPENSATION
No officer or director has received any remuneration from FAR Group. Although there is no current plan in existence, it is possible that FAR Group will adopt a plan to pay or accrue compensation to its officers and directors for services related to the implementation of FAR Group's business plan. FAR Group has no stock option, retirement, incentive, defined benefit, actuarial, pension or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future. FAR Group has no employment contract or compensatory plan or arrangement with any executive officer of FAR Group. The director currently does not receive any cash compensation from FAR Group for his service as a member of the board of directors. There is no compensation committee, and no compensation policies have been adopted.
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ITEM 11.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 17,2002, FAR Group's outstanding common stock owned of record or beneficially by each Executive Officer and Director and by each person who owned of record, or was known by FAR Group to own beneficially, more than 5% of its common stock, and the shareholdings of all Executive Officers and Directors as a group. Each person has sole voting and investment power with respect to the shares shown.
Name
Shares Owned
Percentage of Shares Owned
Frank Roberts
Suite 210 - 580 Hornby Street
Vancouver, British Columbia, Canada
9,600,000
62%
ALL EXECUTIVE OFFICERS & DIRECTORS
AS A GROUP (1 Individual)
9,600,000
62%
Brown Brothers Harriman & Co. **
59 Wall Street
New York NY 10005
2,262,000
14.5%
** beneficial owners unknown
DESCRIPTION OF SECURITIES
The following description of FAR Group's capital stock is a summary of the material terms of its capital stock. This summary is subject to and qualified in its entirety by FAR Group's articles of incorporation and bylaws, and by the applicable provisions of Washington law.
The authorized capital stock of FAR Group consists of 120,000,000 shares: 100,000,000 shares of Common Stock having a par value of $0.0001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.0001 per share. The articles of incorporation do not permit cumulative voting for the election of directors, and shareholders do not have any preemptive rights to purchase shares in any future issuance of FAR Group's common stock.
The holders of shares of common stock of FAR Group do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of FAR Group's directors.
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The holders of shares of common stock are entitled to dividends, out of funds legally available therefor, when and as declared by the Board of Directors. The Board of Directors has never declared a dividend and does not anticipate declaring a dividend in the future. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. The holders of the shares of common stock have no preemptive or subscription rights. In the event of liquidation, dissolution or winding up of the affairs of FAR Group, holders are entitled to receive, ratably, the net assets of FAR Group available to shareholders after payment of all creditors.
All of the issued and outstanding shares of common stock are duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of FAR Group's common stock are issued, the relative interests of existing shareholders may be diluted.
ITEM 12.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive officer or nominee for election as a director of FAR Group, and no owner of five percent or more of FAR Group's outstanding shares or any member of their immediate family has entered into or proposed any transaction in which the amount involved exceeds $60,000.
ITEM 13.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.