If we sell all of the shares offered, we estimate that the net proceeds from our
offering of common stock under this prospectus will be approximately $3,395,500,
after deducting estimated offering expenses (which include legal and
professional fees and expenses related to public company filings) payable by
us. We intend to use the proceeds of this offering for working capital and
general corporate purposes. Currently there is no purchase agreement executed
between Real Aesthetics and Darkstar; the transaction has not yet closed and
still remains subject to all the conditions provided for in the LOI. If we
consummate the acquisition of Real Aesthetics, for which the sole consideration
is shares of our common stock, a portion of the proceeds of this offering would
be used to pay legal and accounting fees of DarkStar in connection with the
acquisition. We estimate such amount to be $30,000.
The net proceeds to us from the sale of up to 3,400,000 shares offered at a
public offering price of $1.70 per share will vary depending upon the total
number of shares sold. Regardless of the number of shares sold, we expect to
incur offering expenses estimated at approximately $4,500 for legal, accounting
and other costs in connection with this offering.
The following table sets forth the uses of proceeds assuming the sale of 25%,
50%, 75% and 100%, respectively, of the maximum securities offered for sale by
the Company. The offering scenarios presented are for illustrative purposes
only, the actual amount of proceeds, if any, may differ. There is no assurance
that we will raise the full $3,400,000 as anticipated.
If we are successful at selling the Minimum Amount, we will issue 14,700 shares,
generate $24,990 in gross proceeds and $20,490 in net proceeds.
% of total shares offered 25% 50% 75% 100%
Shares sold 500,000 1,000,000 1,500,000 2,000,000
Gross Proceeds $ 850,000 $ 1,700,000 $ 2,550,000 3,400,000
Less offering expenses $ 4,500 $ 4,500 $ 4,500 4,500
Net offering proceeds $ 845,500 $ 1,695,500 $ 2,545,500 3,395,500
Our offering expenses are comprised of legal and accounting expenses, and SEC
and EDGAR filing fees, transfer agent fees and any necessary state registration
fees. Our officers and directors will not receive any compensation for their
efforts in selling our shares.
If we are not successful at consummating the transaction with Real Aesthetics
but are successful at raising funds in this offering, we do not currently have
any intended use of such net proceeds.
If however we do consummate the transaction with Real Aesthetics, set forth
below are our estimated use of the net proceeds of this offering in connection
with the business of Real Aesthetics. Since we are currently a shell company and
have nominal operations, our sole business will consist of the business of Real
Aesthetics and therefore all net proceeds from this offering will be used by us
in connection with the business of Real Aesthetics.
All amounts listed below are estimates. The amounts below are net of a portion
of the proceeds of this offering which would be used to pay legal and accounting
fees of DarkStar in connection with the proposed acquisition, which we estimate
such amount to be $30,000 for legal and accounting expenses that we would have
to incur if the acquisition is consummated.
Use of Net Proceeds:
Purpose 50% 75% 100%
R & D $ 100,000 $ 200,000 $ 300,000
Compliance 100,000 150,000 200,000
Marketing 125,000 325,000 475,000
Manufacturing 375,000 675,000 975,000
Salaries & Operations 600,000 750,000 1,000,000
Legal, Auditing and Consulting 400,000 450,000 450,000
Total $ 1,700,000 $ 2,550,000 $ 3,400,000
Our offering expenses are comprised of legal and accounting expenses, and SEC
and EDGAR filing fees, transfer agent fees and any necessary state registration
fees. Our officers and directors will not receive any compensation for their
efforts in selling our shares.
We intend to use the proceeds of this offering in the manner set forth above. No
material amount of the proceeds is to be used to discharge indebtedness or to
acquire assets or finance the acquisition of any business, including Real
Aesthetic.
The eco-friendly product industry is highly competitive. The products we provide
encounter strong competition from many other companies, including many with
greater financial resources than ours. As the eco-friendly product market
continues to expand, we expect there to be significant competition from
companies similar to ours, as well as from larger and more established
companies. Our competitors include:
1. Greenandmore.com, a private company that has been an online retainer for
healthy home products since 1999 The Green Store - www.thegreenstoreonline.co.uk
– An eco-friendly product retailer based in England. Products include home and
garden, body care, recycling, gadgets and shopping bags.
2. LiveEcoFriendly - www.livecofriendly.com - a privately-owned online
retailer allowing the general public to purchase eco-friendly products. The
company has been operating since December 2008.
4. LetsGoGreen.biz – www.LetsGoGreen.biz - is an online store selling
eco-friendly Green products for home, business or office. Products include
lighting, cleaning products, plastics, paper and household products. The company
has been operating since 2007.
development stage
company and since our proprietary website was launched in July 2011 we have been
offering eco-friendly health and wellness products to the general public via the
internet. Current products being offered include air and water filtration
systems, organic baby products and eco-friendly beds and linens. We currently
have no employees other than our officers, both of whom are also directors. We
have never intended and do not intend to be a blank check company. We have a
specific business plan and do not intend to engage in any merger, acquisition or
business reorganization with any entity. We do not have revenues, have minimal
assets and have incurred losses since inception.
Since we will not be offering these products directly to the public, we will not
maintain inventory of the products we market. Our website will act as a conduit
to our merchant partners’ websites, where customers order product and complete
their online purchase.
Currently, we have one merchant partner, Green Nest LLC (“Greeen Nest”). A Green
Nest promotional web banner leading to the designated portion of greennest.com
is posted on our website. We will earn 10% commission from every purchase
generated from this banner.
In view of the growing public awareness of the welfare of the ecological
environment, management believes that consumers are opting to purchase
eco-friendly goods on-line. The Company believes that this market will continue
to grow and that the consumer’s need for easy online purchasing offers value to
its potential customer base. We designed our online store to combine the best
traditional retailing practices with innovative and convenient features made
possible by the internet. As an online commerce and content provider, the
Company intends to provide a compelling and enjoyable online shopping experience
that includes a broad selection of products at reasonable prices, an intuitive
store layout, a visually pleasing environment and the convenience of shopping
from home in a store that is always open. For further customer convenience,
search technology has been incorporated into the website allowing for customers
to locate quickly the items which interest them.
We entered into an affiliate service agreement with Shareasale.com, Inc., an
Illinois corporation ("Shareasale.com"), pursuant to which we became an
affiliate of Shareasale.com, which has developed and operates a service which
allows affiliates to participate in performance marketing programs. As an
affiliate of Sharesale.com, we have established and will continue to establish
affiliate relationships with merchants. We will be able to earn commissions
through our membership in the Sharesale.com network. It is through this
agreement with Shareasale that we will obtain 10% commissions on each purchase
of an item through our website which is bought from Green Nest.
According to information provided to us by Sharesale.com, there are thousands of
online merchants that participate in the Sharesale.com Network
providing products in all major consumer categories. If our agreement with
Sharesale.com terminates, we will no longer link to merchants that have
agreements with Sharesale.com and we will have to seek new merchant
relationships. Currently we are able to offer the products of Green Nest as a
result of this affiliation program with Sharesale.com.
When a customer visits our website and decides to purchase a given product, the
customer will simply click the “Buy Now!” button near the bottom right corner of
the product description. Upon clicking the “Buy Now!” button, the customer will
automatically be taken to the merchant’s web page where the customer will then
be able to make a secure purchase of the product through our merchants’ website
that we will link to our website. We will earn 10% commissions on all such
purchases.
We utilize technology and the Internet to market eco-friendly health and
wellness products directly to our customers. By offering products through
affiliate arrangements with our suppliers, we market a wide range of products
and brands while avoiding the usually high costs associated with acquiring and
maintaining a large inventory. We have the current ability to display an almost
limitless number of items to a global audience in a cost-effective manner.
Through the use of our website and an effective internet marketing program, we
believe that our web site will appeal to consumers by offering an easy to use
personalized shopping experience.
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The address of our principal executive offices is 410 Park Avenue, 15 th
floor, New York, New York, 10022. Our telephone number is (866)-360-7565.