KETTLE RIVER GROUP INC. (aka Koala International Wireless Inc.) II
(Name of small business issuer in its charter)
REGULATORY ENVIRONMENT
The manufacturing, processing, formulating, packaging, labeling and advertising of the products Kettle River Group Inc. 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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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 majority 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 Kettle River Group Inc.'s sales.
EMPLOYEES
Kettle River Group Inc. is a development stage company and currently has no employees. Kettle River Group Inc. is currently managed by Christine Cerisse, its sole officer and director. Kettle River Group Inc. looks to Ms. Cerisse for her entrepreneurial skills and talents. For a complete discussion of Ms. Cerisse's experience, please see "Directors and Executive Officers." Management plans to use consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future. Kettle River Group Inc. 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 Kettle River Group Inc., which would dilute the ownership interest of holders of existing shares of its common stock.
REPORTS TO SECURITY HOLDERS
Kettle River Group Inc. has voluntarily elected to file this Form 10-SB registration statement in order to become a reporting company under the Securities Exchange Act of 1934, as amended. Following the effective date of this registration statement, Kettle River Group Inc. will be required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended. Kettle River Group Inc. will file annual, quarterly and other reports with the Securities and Exchange Commission. Kettle River Group Inc. will also be subject to the proxy solicitation requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, will furnish an annual report with audited financial statements to its stockholders.
<b<AVAILABLE INFORMATION
Copies of this registration statement may be inspected, without charge, at the SEC's public reference rooms in Washington, D.C. and Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for further information on the operation of its public reference rooms. In addition, copies of this material also should be available through the Internet by using the SEC's Electronic Data Gathering, Analysis and Retrieval System, which is located at sec.gov.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of Kettle River Group Inc.'s financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this registration statement.
This registration statement contains forward-looking statements, the accuracy of which involve risks and uncertainties. Words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions are used to identify forward-looking statements. This registration statement also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the potential markets for Vitamineralherb products. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this registration statement. Kettle River Group Inc.'s actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Kettle River Group Inc. described elsewhere in this registration statement. The following discussion and analysis should be read in conjunction with Kettle River Group Inc.'s financial statements and notes thereto and other financial information included elsewhere in this registration statement.
PLAN OF OPERATION
During the period from August 18, 1999 (date of inception) through December 31, 2000, Kettle River Group Inc. has engaged in no significant operations other than organizational activities, acquisition of the rights to market Vitamineralherb products. No revenues were received by Kettle River Group Inc. during this period.
For the current fiscal year, Kettle River Group Inc. anticipates incurring a loss as a result of organizational expenses, expenses associated with registration under the Securities Exchange Act of 1934, as amended, and expenses associated with setting up a company structure to begin implementing its business plan. Kettle River Group Inc. 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.
Kettle River Group Inc.'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.
LIQUIDITY AND CAPITAL RESOURCES
Kettle River Group Inc. remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or shareholders' equity. Consequently, Kettle River Group Inc.'s balance sheet as of December 31, 2000, reflects total assets of $0.00, in the form of a license and capitalized organizational costs. Organizational expenses of $3,775 were paid for by the initial share-holders and expensed to operations.
Kettle River Group Inc. expects to carry out its plan of business as discussed above. Kettle River Group Inc. has no immediate expenses, other than the $3,775 of organizational expenses incurred and paid by the initial shareholders on behalf of Kettle River Group Inc. and $12,000 of additional expenses to be incurred. Christine Cerisse will serve in her capacity as an officer and director of Kettle River Group Inc. without compensation until a market is developed for the Vitamineralherb products.
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Kettle River Group Inc.'s business plan is to determine the feasibility of selling Vitamineralherb.com products to targeted markets. Should Kettle River Group Inc. determine that its business plan is feasible, it intends to employ sales people 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.
In order to determine the feasibility of its business plan, Kettle River Group Inc. plans, during the next six to twelve months, to conduct research into these various potential target markets. Should Kettle River Group Inc. determine that the exploitation of the license is feasible, it will engage salespeople to market the products. Based primarily on discussions with the licensor, Kettle River Group Inc. believes that during its first operational quarter, it will need a capital infusion of approximately $90,000 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, Kettle River Group Inc. 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.
In addition, Kettle River Group Inc. may engage in a combination with another business. Kettle River Group Inc. cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity with which Kettle River Group Inc. may eventually combine. Kettle River Group Inc. has engaged in no discussions concerning potential business combinations, and has not entered into any agreement for such a combination.
Kettle River Group Inc. will need additional capital to carry out its business plan or to engage in a combination with another business. 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 Kettle River Group Inc. or at all. Kettle River Group Inc. has no commitments for capital expenditures.
ITEM 3. DESCRIPTION OF PROPERTY
Kettle River Group Inc. currently maintains limited office space with the Sierra Group, Inc. at Suite 676, 141-757 West Hastings Street, Vancouver, B. C., for which it pays no rent. Its phone number is 604-681-7806. Kettle River Group Inc. 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.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 1, 2001, Kettle River Group Inc.'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 Kettle River Group Inc. 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. On March 1, 2001, there were 4,500,000 shares of common stock issued and outstanding.
NUMBER OF PERCENTAGE OF
NAME SHARES HELD SHARES OWNED
---- ----------- --------------
Christine Cerisse, President and Director 500,000 11.11%
Suite 676
141-757 West Hastings
Vancouver, B. C., V6C 1A1, CANADA
Danielle Green 375,000 8.33%
#401, 7028 17th Avenue
Burnaby, B.C., V3N 4V6, CANADA
Lydia Remedios 375,000 8.33%
#3 - 849 Tobruk Avenue
North Vancouver, B.C., V7P 1V9, CANADA
ALL EXECUTIVE OFFICERS AND 500,000 11.11%
DIRECTORS AS A GROUP (1 person)
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, age and position of each director and executive officer of Kettle River Group Inc.
NAME AGE POSITION
---- --- --------
Christine Cerisse 46 President, Secretary, Treasurer
and sole Director
Ms. Cerisse has spent over 20 years in the financial industry in the field of financial planning and financial management. In the last five years, Ms. Cerisse has had senior management responsibility in various marketing and financial ventures. She is a Chartered and Registered Financial Planner. From May 1995 to March 2001, Ms. Cerisse was a principal in Cerisse Capital Corporation (a.k.a. White Hills Management Group) where she provided management and business consulting for start-up project teams. Additionally, Ms. Cerisse has three years of experience as a nurse and three years of experience in marketing vitamins and nutritional supplements. Currently, she is Managing Director of Sierra Group, Inc., which advises private companies in becoming public on the Over The Counter Bulletin Board.
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Ms. Cerisse has been a principal in various entrepreneurial businesses, including real estate development and property management, financial investment and broker-dealer security houses, product distribution networks, the restaurant business, and environmental and Internet-related companies. She has over 20 years of sales and marketing experience, both of products and services in various industries including nutrition and health, financial services, and technology. Ms. Cerisse has been responsible for raising over 40 million dollars of financing for various private and public companies. She has assisted various companies in corporate management, preparation of contracts and financial documentation.
ITEM 6. EXECUTIVE COMPENSATION
No officer or director has received any remuneration for Kettle River Group Inc. Although there is no current plan in existence, it is possible that Kettle River Group Inc. will adopt a plan to pay or accrue compensation to its officer and director for services related to the implementation of Kettle River Group Inc.'s business plan. Kettle River Group Inc. has no stock option, retirement, incentive, defined benefit, actuarial, pension or profit-sharing programs for the benefit of its director or officer, but the Board of Directors may recommend adoption of one or more such programs in the future. Kettle River Group Inc. has no employment contract or compensatory plan or arrangement with any executive officer of Kettle River Group Inc. The director currently does not receive any cash compensation from Kettle River Group Inc. for her service as a member of the Board of Directors. There is no compensation committee, and no compensation policies have been adopted. See "Certain Relationships and Related Transactions."
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive officer or nominee for election as a director of Kettle River Group Inc., and no owner of five percent or more of Kettle River Group Inc.'s outstanding shares or any member of their immediate family has entered into or proposed any transaction in which the amount received exceeds $60,000.
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
Kettle River Group Inc.'s Articles of Incorporation authorize the issuance of 25,000,000 shares, par value $0.001 per share, of common stock. Each record holder of common stock is entitled to one vote for each share held on all matters properly submitted to the stockholders for their vote. The Articles of Incorporation do not permit cumulative voting for the election of directors.
Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of Kettle River Group Inc., holders are entitled to
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receive, ratably, the net assets of the company available to stockholders after distribution is made to the preferred shareholders, if any, who are given preferred rights upon liquidation. Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights. All of the issued and outstanding shares are, and all unissued shares when offered and sold, will be duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of Kettle River Group Inc.'s common stock are issued, the relative interests of then existing stockholders may be diluted.
TRANSFER AGENT
Kettle River Group Inc. is currently serving as its own transfer agent, and plans to continue to serve in that capacity until such time as management believes it is necessary or appropriate to employ an independent transfer agent in order to facilitate the creation of a public trading market for the company's securities. Should Kettle River Group Inc.'s securities be quoted on any exchange or OTC quotation system or application is made to have the securities quoted, an independent transfer agent will be appointed. |
