Business description of CLS-HOLDINGS-USA-INC from last 10-k form

 
 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
Our current level of  working capital;
Increased competitive pressures from existing competitors and new entrants;
Our ability to market our services to new subscribers;
Inability to locate additional revenue sources and integrate new revenue sources into our organization;
Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
Changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
Consumer acceptance of price plans and bundled offering of our services;
Loss of customers or sales weakness;
Technological innovations;
Inability to efficiently manage our operations;
Inability to achieve future sales levels or other operating results;
Inability of management to effectively implement our strategies and business plan
Key management or other unanticipated personnel changes;
The unavailability of funds for capital expenditures; and
The other risks and uncertainties detailed in this report.
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.
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.    Description of Business
General Overview
We were incorporated in the State of Nevada on March 31, 2011 under the name of Adelt Design, Inc.
Adelt Design, Inc. will market the sale of customized carpet binding art. The carpet binding art can be customized for a purchaser’s personal use as well as corporate use. Since its inception, on March 31, 2011, Adelt Design, Inc. has incurred losses of $48,759 to May 31, 2014.
Fashioning carpet into custom carpet binding art based on photographs is a specialty of Adelt Design, Inc.  As a commercial artist, Mr. Adelt has refined this medium. Unlike portraits and other subjects done simply with inlays, Mr. Adelt’s carpet binding art begins with a detailed sketch of a photo of the carpet binding art subject.  The sketch shows every cut that will have to be made in the carpet, such as the eyes, nose, mouth, and other features.  Following the sketch, Mr. Adelt hand carves and crafts all the features through repeated carving and applications of various dyes (the same acid based dyes used by the mills), until the desired tones and shading are obtained.  Typical artists use clay or canvas as their media, while Mr. Adelt uses fine white wool or other blended carpet as the starting point.
Adelt Design, Inc. can produce carpet binding art as small or as large as ordered. Any requested design can be fashioned into carpet binding art once commissioned.
Mr. Adelt has been making carpet binding art since 1985, and has been gifting his products to numerous individuals in the Salt Lake City, Utah area since then.  Due to the reaction he has received to his carpet binding art over the years, the Company believes that it can generate significant sales of its product.
Adelt Design, Inc. has not commenced its major operations of having its carpet binding art marketed, and the Company has not distributed the product to anyone for sale. The Company will market its carpet binding art in the Salt Lake City, Utah area.  The Company will not start production of its carpet binding art until the Company has sold the product to a client.  Adelt Design, Inc. is considered a development stage company because it has not commenced its major operations. In addition, the Company has not achieved any revenue in connection with its business to date. As a result, we are a startup company, which means that the Company has no operating history or revenue, and are at a competitive disadvantage.
We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that is sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next twelve months. We will need to obtain additional financing, in the amount of $75,000 through debt instruments such as bank loans, or private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities.
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Organization within the Last Five Years
Adelt was founded in the State of Nevada on March 31, 2011. The Company will market the sale of customized carpet binding art. The carpet binding art can be customized for a purchaser’s personal use as well as corporate use.
At this time, the Company has not commenced its major operations of having its carpet binding art marketed, and the Company has not distributed the product to anyone for sale. The Company will market its carpet binding art in the Salt Lake City, Utah area.  The Company will not start production of its carpet binding art until the Company has sold the product to a client.  Adelt Design, Inc. is considered a development stage company because it has not commenced its major operations. In addition, the Company has not achieved any revenue in connection with its business to date. As a result, we are a startup company, which means that the Company has no operating history or revenue, and are at a competitive disadvantage.
Business Facilities
The Company uses a corporate office located at: 3217 South Orchard Street, Salt Lake City, Utah 84106. This facility is being provided to the Company free of charge. There are currently no proposed programs for renovation, improvement or development of the facility currently in use.
Internet Address
Our internet address is www.adeltdesign.com.  As of May 31, 2014 our website was still under construction and is not functional.
Unique Features of the Company
Adelt Design, Inc. will market the sale of customized carpet binding art.  Adelt Design’s carpet binding art can be customized for a purchaser’s personal use or for corporate use. Unlike portraits and other subjects done simply with inlays, Adelt Design, Inc.’s carpet binding art begins with a detailed sketch of a photo of the carpet binding art subject.  The sketch shows every cut that will have to be made in the carpet, such as the eyes, nose, mouth, and other features.  Following the sketch, Mr. Adelt hand carves and crafts all the features through repeated carving and applications of various dyes (the same acid based dyes used by the mills), until the desired tones and shading are obtained.
Overall Strategic Direction
The Company plans to establish its reputation in carpet binding art industry, thereby attracting new clients and building out its network of operations.
The Company aims to form long term working relationships with professional business retail art dealers in the Salt Lake City, Utah area.
Description of Products
Larry A. Adelt, CEO and Director of Adelt Design, Inc, came up with the idea over the last year of what he believes will be a successful carpet binding art product. Fashioning carpet into custom carpet binding art requires various dyes (the same acid based dyes used by the mills) until the desired tones and shading are obtained.  Additionally, Mr. Adelt uses fine white wool or other blended carpet to fashion his carpet binding art. It also requires tools to cut whatever feature is necessary to make the necessary cuts into the carpet.   All the required items listed above to manufacture the Company’s carpet binding art can be obtain from wholesale suppliers throughout the United States.