ISSUER INFORMATION STATEMENT FILED PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 15c2-11
August 31, 2005
AMERELITE SOLUTIONS, INC.
(A Nevada Corporation)
TRADING SYMBOL: AMEL CUSIP # 02361A106
TAX ID NUMBER: 76-0766174 SHAREHOLDERS OF RECORD: 63
Information provided pursuant to Rule 15c2-11 of the Securities and Exchange Act of 1934, as amended
The information furnished herein has been prepared from the books and records of the issuer by its officers and directors in accordance with the Securities and Exchange Commission Rule 15c2-11 as amended, and is intended only as a securities dealer informational file and: No dealer, salesman or any other person has been authorized to give any information, or to make any representations, not contained herein in connection with the issuer. Such information or representations, if made, must not be relied upon as having been authorized by the issuer, and: Delivery of this information file does not at any time imply that the information contained herein is correct as of any time subsequent to the date first written above.
August 31, 2005 Information required to conform to the provisions of subparagraph (a) (4) of Rule 15c2-11 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934
ITEM 1. EXACT NAME OF THE ISSUER AND ITS PREDECESSOR:
The name of the Issuer is: AMERELITE SOLUTIONS, INC. (incorporated as ABC Home Care Specialists, Inc. until 5-97 also previously known as Global Wireless & Digital, Inc. until 5-05)
ITEM 2. ADDRESS OF THE ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of the Issuer is located at: 2429 S. 51ST Ave. Suite 101; Phoenix, Arizona 85043 Tel # 602-233-0540; toll free 877-775-6661, fax 602-415-5403; contact Robert L. Knapp.
ITEM 3. ISSUER’S STATE OF INCORPORATION:
The Issuer is organized under the laws of the State of Nevada. The Issuer’s date of incorporation is July 26th, 1994
ITEM 4. EXACT TITLE AND CLASS OF THE ISSUER’S SECURITIES: The Issuer has only one (1) class of equity securities authorized, which is 200,000,000 shares; designated as common stock.
ITEM 5. PAR OR STATED VALUE OF THE ISSUER’S SECURITIES:
The Issuer’s shares of common stock have a $.000125 par value
ITEM 6. NUMBER OF SHARES OR TOTAL AMOUNT OF THE ISSUER’S
SECURITIES OUTSTANDING AT THE END OF THE ISSUER’S MOST
RECENT FISCAL YEAR:
A) The Issuer had only common stock issued as of its fiscal year ended December 31, 2004 and as of its current month ended July 31, 2005.
Stock issuance at December 31, 2004 is summarized as follows:
Authorized common stock: 200,000,000 shares
Outstanding common stock: 22,400,000 shares
Public float: 858,400 shares
Shareholders of Record 42
Stock issuance at August 31, 2005 is summarized as follows:
Authorized common stock: 200,000,000 shares
Outstanding common stock: 34,900,000 shares
Public float: 1,560,400 shares
Shareholders of Record: 63
On April 16, 1997 by action of written consent, the sole Director of ABC Home Care Specialists, Inc. authorized an Amendment to the Articles of Incorporation to change its name to Global Wireless & Digital, Inc. to be effective on May 5, 1997. At the same meeting the sole Director authorized an 8 for 1 forward stock split, which increased the authorized common stock from 25,000,000 shares to 200,000,000 shares; changed the par value per share from $.001 to $.000125; and increased the issued and outstanding common stock from 2,800,000 shares to 22,400,000 shares.
On September 6, 2004 by action of written consent, the sole Director of Global Wireless & Digital, Inc. authorized the acquisition a consulting company, PYC Corp., as a wholly owned subsidiary.
On March 10, 2005 by action of written consent the sole Director of Global Wireless & Digital, Inc., sold their wholly owned subsidiary, PYC Corp., to Phillip M. Young for a $50,000.00 Promissory Note.
On May 3, 2005 by action of written consent, the sole Director of Global Wireless & Digital, Inc. sold 2,000,000 shares of common stock to a Texas Corporation, North American Funding, Inc. (Charles J. Smith, President) for an amount of $100,000.00 in a 504 Private Placement in accordance with Section 5.1 (a) of the Texas Securities Act and the rules and regulations promulgated hereto.
On May 11, 2005 by action of written consent, the sole director of Global Wireless & Digital, Inc. authorized the purchase of a line of collagen based products known as “Collagen Glue”, along with all world wide copy rights, trademarks, trade names, patents, patent pending, formulas, specifications, web-sites, domain names and any and all other tangible and intangible rights with respect to, or in connection with any of the “Collagen Glue” products, for a purchase price of 8,000,000 shares of the Company’s restricted common stock.
On May 18, 2005 by action of written consent, the sole director of Global Wireless & Digital, Inc. authorized an Amendment to the Articles of Incorporation to change its name to AmerElite Solutions, Inc.
On July 21, 2005 by action of written consent, the sole Director of AmerElite Solutions, Inc. sold 2,500,000 shares of the Company’s common stock to a Texas Corporation, North American Funding, Inc, (Charles J. Smith, President) for an amount of $250,000.00 in a 504 Private Placement in accordance with Section 5.1 (a) of the Texas Securities Act and the rules and regulation promulgated hereto.
B) The Issuer in the last two years has had public offerings as follows:
1) The Issuer conducted a Private Placement of 2,000,000 shares of common stock in accordance with Rule 504 of the Securities Act of 1933 and Section 5.I, 5.T and 5.H of the Texas Securities Act and the rules and regulations promulgated hereto. These shares were sold to a Texas Corporation, North American Funding, Inc. (Charles J. Smith, President) on May 3, 2005 for an amount of $100,000.00.
2) The Issuer conducted a Private Placement of 2,500,000 shares of common stock
in accordance with Rule 504 of the Securities Act of 1933 and section 5.I, 5.T and 5.H of the Texas Securities Act and the rules and regulations promulgated hereto. These shares were sold to a Texas Corporation, North American Funding, Inc. (Charles J Smith, President) on July 21, 2005 for an amount of $250,000.00.
ITEM 7. NAME AND ADDRESS OF THE ISSUER’S STOCK TRANSFER
AGENT:
The Issuer’s Stock Transfer Agent is:
First American Stock Transfer
706 East Bell Road, Suite 202
Phoenix, Arizona 85022-6642
(602)485-1346
The transfer agent is registered under the Securities Act of 1934 with the SEC.
ITEM 8. NATURE OF THE ISSUER’S BUSINESS:
A) Business Development:
1) The Issuer is a Nevada Corporation.
2) The Issuer was organized in July 1994.
3) The Issuer’s fiscal year end is December 31st.
4) The Issuer has never been in bankruptcy.
5) The Issuer has never had any material reclassification, merger, consolidation, purchase or sale of any significant assets not in the ordinary course of business
6) The Issuer has never defaulted on any terms of any note, loan, lease or other indebtedness
7) The issuer was dormant from 1997 to 2004 when control and ownership was transferred to PYC Corp to settle debts owed for bringing the Company back into “Good Standing”. Current management took over control in May of 2005.
8) The Issuer has never been delisted by any securities exchange and has no current, pending or threatened legal proceedings or administrative actions either by or against the issuer.
B) Business of Issuer - The issuer purchased the rights to a revolutionary, next generation collagen therapy line of products. The company is now ready to have its line of products manufactured, to warehouse, distribute and sell its anti-wrinkle line of products made from all natural ingredients.
1) The Issuers current business operations are in the warehousing, distributing, marketing and sales of its anti-wrinkle line of products.
2) The Issuer has no parent, subsidiary or affiliate company
3) The Issuer at this time the knows of no existing or probable government regulations to have an effect on the business
4) The Issuer does NOT spend time or money on R&D
5) The Issuer has no costs involved in compliance with any environmental laws or government licenses
6) The Issuer currently has 11 individuals working for the Issuer. The Issuer has entered into a sublease agreement for a 37,000 square foot office and warehouse facility. The office is completely equipped with furniture, fixtures and equipment and is fully operational. The warehouse is completely equipped with shelving and a conveyer system to store and distribute up to 4,000,000 pieces annually.
C) Investment policies:
The Issuer has no investment policies at this time nor does it own or participate in any form of real estate transactions.
ITEM 9. NATURE OF THE ISSUER’S PRODUCTS OR SERVICES:
a) principal products or services and their markets:
The issuer presently markets a revolutionary next generation line of anti-wrinkle skin care products, made with all natural ingredients.
b) distribution methods of the products or services:
The Issuer is currently in the process of putting together a direct response marketing program to sell its products directly to retail customers and the products will also be sold through Internet web sites and mail order catalogs. The Issuer will follow the direct response-marketing program with a cart program to sell the anti-wrinkle skin care line of products in regional malls nationally.
c) status of any publicly announced new product or service:
A news release on AmerElite’s purchase of the anti-wrinkle product line of products is slated for the 1st week of October with an additional news release on the inventor, Dr. Pataki, a world renowned scientist and the Director of AmerElite’s Research and Development. The Issuer also has a news release planned to announce the Company’s Direct Response Marketing and Advertising Plan.
d) competitive business conditions, the issuers competitive position in the industry and methods of competition:
The competition for the Issuers product line is the traditional cosmetic lines found in upscale department stores. The Issuers line of products is a revolutionary, next generation anti-wrinkle solution that actually rebuilds and strengthens the collagen molecules in the skin. We know of no other product(s) in the market that can do this. The essential elements that are critical to collagen regeneration are able to absorb and penetrate the skin because of a special function of the product. Our anti- wrinkle solution is designed to stimulate collagen regeneration. The ingredients are all natural, native to the body and are offering the body what it uses naturally, but has lost due to aging or nutritional deficiencies. These individual elements are approximately 500 times smaller that the pores of the skin. This allows about 500 of the essential elements that are needed to stimulate the body’s natural process of collagen regeneration to penetrate the skin through a single pore at one time. This means that the ingredients of our anti-wrinkle elements don’t just sit on the top of the skin, but strengthen the collagen molecule itself by being absorbed into the pores of the skin, returning it to its more youthful state.
e) sources and availability of raw materials and the names of principal suppliers:
Currently the Issuer is not manufacturing any product that it distributes and sells. All of the ingredients used in the manufacturing process are readily available from numerous sources. However, the manufacturing process itself is complex and is performed by three different manufactures. The first manufacture blends the ingredients into the serum. The second manufacture performs a special function to the serum. The third manufacturer blends the serum into the skin care products that it manufactures. In this manner the Issuer control its Trade Secret Formula.
f) dependence on one or a few major customers:
Under the direct response marketing plan the Issuer will market directly to retail customers and there will be no dependence on one or a few customers.
g) patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts:
The Issuer has a royalty agreement with the product’s inventor, Dr. Pataki. The Issuer has signed Trade Secret Agreement with all of the Company’s employees, agents, and consultants. The Issuer has decided to use the Trade Secret Agreement instead of obtaining a patent. The Issuer has applied for a trademark and registration on the name on which this product will be marketed. The Issuer has the normal tax and business licenses, but has no licenses for the products, as none are required. The issuer has no franchises, concessions or labor contracts.
h) The need for any government approval of principal products or services. Discuss the status of any requested government approvals:
The Issuer does not have any products at this time that needs any government approval or license.
ITEM 10. NATURE OF THE ISSUER’S FACILITIES:
The Issuer has entered into a sublease of a 37,000 square foot office and warehouse facility in Phoenix, Arizona effective September 1, 2005. The office is completely equipped with furniture, fixtures and equipment and is fully operational. The warehouse is completely equipped with shelving and a conveyer system including all the necessary equipment to store and distribute up to 4,000,000 pieces annually. The facilities current lease rate is $14,414 per month, this includes rent and common area maintenance. This lease expires July 31, 2006. The building’s owner has indicated that they are willing to sign a new lease at similar rates.
ITEM 11. CHIEF EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD
OF DIRECTORS AND TERM OF OFFICE:
Name: Title(s): Common Shares
· Robert L. Knapp President/Chairman of the Board 17,860,000 51.17%
· General Partners – None
· Promoters – None
· Control Persons – Robert L. Knapp
· List of Shareholders owning 5% or more:
1) Oakpoint Distributors, Inc. Nancy vonBargen, President, (purchased 2,500,000 in a private transaction from North American Funding, Inc.) 3,000,000 shares - 8.59%.
2) North American Funding, Inc. Charles J. Smith, President, 2,000,000 shares – 5.73%.
· Counsel – The O’Neal Law Firm, P.C., Attention William D. O’Neal, Esq. 480- 812-5058; email: oneallaw@qwest.net Mr. O’Neal’s firm specializes in the Securities industry, not a current shareholder
· CPA – Richard Kiser 602-527-1120; email: rick616@cox.net
· Public relations Consultant – None
· Marketing Consultant – Admark Communications, Kevin O’Shaughnessy, President, P.O. Box 26938, Phoenix, Arizona 85068; 602-870-4717
· Any other advisor that assisted advised or prepared this disclosure statement – Jay Smith, Venture Capital Resources. 775-827-4557 – email: vencapltd@sbcglobal.net
Management
Robert L. Knapp, is President of the Company and Chairman of the Board. He is a graduate of Michigan State University. He was an engineering specialist with Allen-Bradley in their national accounts division. Mr. Knapp has been a VP of Operations for a chain of retail stores being responsible for implementing a point of sale inventory control software and hardware package in all of the chains retail operations and was also responsible for the development of e commerce sales for the company. He was also an Executive Vice President for a company that ran a specialty retail program in regional malls nationally. Additionally, for the same company, Mr. Knapp developed training programs for licensed operators, establishing a logistics program that stream-lined the opening of over 120 locations in 4 weeks and developed a 24 hour, 7 day a week customer support program for licensed dealers.
Mr. Knapp in the last five years has not been the subject of:
a conviction in a criminal proceeding or named as a defendant in any pending proceedings
the entry of an order, judgment or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such persons involvement in any type of business, securities, commodities or banking activities
a finding or judgment by a court of competent jurisdiction (in a civil action) the SEC, the CFTC or a state securities regulator of a violation of federal or state securities or commodities law , which finding or judgment has not been reversed, suspended or vacated: or
The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such persons involvement in any type of business or securities activities.
ITEM 12. ISSUER’S MOST RECENT BALANCE SHEET, PROFIT AND LOSS
AND RETAINED EARNINGS STATEMENTS:
The Company’s most recent balance sheet, profit and loss and retained earnings
statement as of June 30, 2005 is attached hereto.
ITEM 13. SIMILAR FINANCIAL INFORMATION FOR SUCH PART OF THE
TWO PRECEDING FISCAL YEARS AS THE ISSUER OR ITS PREDECESSOR
HAS BEEN IN EXISTENCE.
The Company under the operation of prior management did business in 2004 as Global Wireless & Digital Corporation. The balance sheet, profit and loss and retained earnings statement as of December 31, 2004 is attached hereto. Prior to 2004 the company was dormant.
ITEM 14. ISSUER CONTINUING DISCLOSER OBLIGATIONS.
The Issuer will provide updates to its Financial Statements on a quarterly basis as well as disclose any significant changes in the above information no later than 90 days after a fiscal year end and 45 days after the end of any fiscal quarter.
ITEM 15. DISCLOSE WHETHER THE QUOTATION IS BEING SUBMITTED
OR PUBLISHED, DIRECTLY OR INDIRECTLY, ON BEHALF OF THE ISSUER
OR ANY DIRECTOR OR OFFICER OR ANY PERSON DIRECTLY OR
INDIRECTLY FOR THE BENEFICIAL OWNER OF MORE THAN 5% OF THE
OUTSTANDING SHARES OF ANY EQUITY SECURITY OF THE ISSUER.
No quotation is being submitted on or is being published directly or indirectly on behalf of the Issuer or any director or officer or any person directly or indirectly for the beneficial owner of more than 5% of the outstanding shares of any equity security of the Issuer.
GB+ND
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