Our offering of 8,000,000 shares of common stock is being made on a self-
underwritten basis: no minimum number of shares must be sold in order for the
offering to proceed. The offering price is $0.025 per share. The following
table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and
100%, respectively, of the securities offered for sale by the Company.
We are not receiving any proceeds from the sale of the 1,260,000 shares of
common stock being resold by selling shareholders of the Company.
If 25% of If 50% of If 75% If 100% of
Shares Shares Shares Shares
Sold Sold Sold Sold
---- ---- ---- ----
GROSS PROCEEDS $ 50,000 $100,000 $150,000 $200,000
Less: Repay Founder for Cash
Advances (1) 20,000 20,000 20,000 20,000
------ ------ ------ ------
NET PROCEEDS 30,000 80,000 130,000 180,000
Less: Offering Expenses
Preparation, Filing, Copies 500 500 500 500
Accounting and Legal 2,000 2,000 2,000 2,000
Transfer Agent 1,500 1,500 1,500 1,500
------ ------ ------ ------
TOTAL 4,000 4,000 4,000 4,000
Less: Administrative Costs
Office Supplies and Services 1,000 4,000 6,000 8,000
Accounting and Legal 10,000 10,000 10,000 10,000
------ ------ ------ ------
TOTAL 11,000 14,000 16,000 18,000
Less: Product Development
Drink Testing/Formulation 3,000 6,000 10,000 12,000
Name/Label/Packaging Design 5,000 10,000 15,000 18,000
Trademark 1,000 2,000 3,000 3,000
------ ------ ------ ------
TOTAL 9,000 18,000 28,000 33,000
Less: Marketing and Advertising
Product Promotion 3,000 8,000 12,000 15,000
Targeted Advertising 1,500 4,000 6,000 8,000
Web Design/E-commerce 1,500 8,000 12,000 15,000
------ ------ ------ ------
TOTAL 6,000 20,000 30,000 38,000
Working Capital 0 24,000 52,000 87,000
------ ------ ------ ------
TOTALS $ 50,000 $100,000 $150,000 $200,000
(1) The Company will reimburse its Founder from the proceeds of this offering
for a portion of the amount he has previously advanced/loaned to the
Company. As of February 29, 2012, he has advanced to the Company (and is
owed by the Company) a total of $26,659.
The preceding figures set forth above represent only estimated costs. All
proceeds will be deposited into our corporate bank account and any funds that
we raise from our offering of 8,000,000 shares will be immediately available
for our use and will not be returned to investors. We do not have any
arrangements to place the funds received from our offering of shares into an
escrow, trust, or similar account. Accordingly, if we file for bankruptcy
protection or a petition for involuntary bankruptcy is filed by creditors
against us, your funds will become part of the bankruptcy estate and
administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. If that happens, you will lose your
investment and your funds will be used to pay creditors.
Kevin Nichols, our sole officer/director, has been and is willing to provide
funds needed to cover our limited operations until such time as this offering
has been completed, including an amount sufficient to cover the existing
shortfall between cash on hand and the accrued liabilities (payables) of
approximately $2,625 showing on our February 29, 2012 financial statements. Mr.
Nichols has agreed that any funds advanced by him will be non-interest bearing
and payable upon demand. A portion of the Company's liability to Mr. Nichols
for these funds advanced by him will be repaid from the proceeds of this
Offering in an amount up to $20,000. See also Note (1) above.
The beverage industry is extremely competitive. The principal areas of
competition include pricing, packaging, development of new products and
flavors, and marketing campaigns. The Company's product will be competing
directly with a wide range of drinks produced by a relatively large number of
manufacturers. Most of these brands have enjoyed broad, well-established
national recognition for years, through well-funded ad and other marketing
campaigns. In addition, the companies manufacturing these products generally
have far greater financial, marketing, and distribution resources than the
Company will.
Important factors that will affect our ability to compete successfully include
taste and flavor of products, trade and consumer promotions, the development of
a new, unique cutting edge product, attractive and different packaging, branded
product advertising, and pricing. Each of these factors will be taken into
consideration as we proceed with our business plan.
The Company will also be competing to secure distributors who will agree to
market our product over those of our competitors, provide stable and reliable
distribution, and secure adequate shelf space in retail outlets. The extremely
competitive pressures within the New Age/Functional beverage categories could
even cause our products to never even be introduced beyond what the Company
can market locally themselves.
We believe we will be able to develop and introduce an innovative beverage
recipe and packaging whose use of premium natural ingredients will provide us
with a competitive advantage and be keys to our success.
Our beverage product will compete generally with all liquid refreshments,
including bottled water and, in particular, with numerous other New Age/
Functional beverages, including: SoBe, Snapple, Arizona, Vitamin Water,
Gatorade, and Powerade.
the
growing category of functional beverage consumers who may be looking to get
more from their bottled beverage than just plain water.
Essense Water, Inc. was incorporated in Nevada on January 29, 2009. We intend
to use the net proceeds from this offering to further develop our business
operations. Being a development stage company, we have yet to produce any
operating revenue and have limited operating history.
From inception until the date of this filing, we have had limited operating
activities. Our financial statements from inception (January 29, 2009) through
February 29, 2012, report no revenues and a net loss of $29,284. Our
independent registered public accountant has issued an audit opinion for the
Company, which includes a statement expressing substantial doubt as to our
ability to continue as a "going concern."
We had previously offered our shares for sale by way of a similar Form S-1
Offering (which became effective June 9, 2010) and concurrently became a
reporting issuer under the Securities Exchange Act of 1934, as amended. We
believe that our doing so provides us with greater access to capital, that we
will become better known, and be better able to obtain financing in the future.
In its previous S-1 Offering, the Company was unsuccessful in raising its
"minimum" amount of funding as set forth within the Prospectus and, as a
result, decided to cancel the offering. The minimum amount of funding in that
offering was set at $20,000, while the maximum offering amount was $200,000.
The Company expects that its revenues will come from the sale of its water-
based beverage(s) and we anticipate that our operations will begin to generate
revenue approximately 6 to 12 months following the date of this Prospectus.
There is no guarantee that we will ever generate revenues and we have been
surviving solely by cash advances that have been provided as needed by our
Founder, Kevin Nichols. There is and has been no agreement in place for him to
continue providing this funding.
We are a development stage company with only limited operations to date. Any
investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your entire investment.
Our independent registered public accountants have issued an audit opinion
which includes a statement expressing substantial doubt as to our ability to
continue as a "going concern." Since there is no minimum amount of shares that
must be sold by the Company, it is possible that we may receive no proceeds or
only very minimal proceeds from the offering and potential investors may end up
holding shares in a Company that:
- has not received enough proceeds from the Offering to begin operations; and
- has no market for its shares.
There has been no market for our securities and a public market may never
develop. Our common stock is not traded on any exchange or quoted on the over-
the-counter market. After the effective date of this registration statement
relating to this Prospectus, the Company hopes to have a market maker file an
application with the Financial Industry Regulatory Authority ("FINRA") for our
common stock to be eligible for trading on the Over-the- Counter Bulletin
Board.
The Company has no plan, agreement, arrangement, or understanding to engage in
a merger or acquisition with an unidentified company or companies, or other
entity or person.
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Our principal executive offices are located at 4327 S Pittsburg St., Spokane,
WA 99203.Our phone number is (509)994-2433. Our website is at
www.essensewater.com.