10KSB 1 f2003k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-KSB


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended March 31, 2003


Commission file number: 000-27623



NATURAL ALTERNATIVE PRODUCTS, INC.

F/K/A SUN WEST ENTERPRISES, INC.

(Exact name of small business issuer as specified in its charter)



Nevada

88-0421016

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


10300 West Charleston Blvd., Ste. 13-35

Las Vegas, NV 89135

(Address of principal executive offices)


(702) 303-7035

Issuer's telephone number


SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: NONE.


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $.001 PAR VALUE


Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ¨

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨       No x


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB/A or any amendment to this Form 10-KSB/A.  ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x      No ¨


Issuer’s revenues for the fiscal year ended March 31, 2003: $0.


Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2003: There is no market for the common stock.


The number of shares of Common Stock, $0.001 par value, outstanding on March 31, 2003, was 3,337,174 shares.


Transitional Small Business Disclosure Format (check one):  Yes ¨ No x






PART I



ITEM 1. DESCRIPTION OF BUSINESS


FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-KSB, including "Management's Discussion and Analysis or Plan of Operation" in Item 6, contains forward-looking statements, as that term is defined in the statutory safe harbors, that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Natural Alternative Products, Inc. (the "Company") to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, costs or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the items discussed in "Management's Discussion and Analysis or Plan of Operation" in Item 6 of this report. The Company assumes no obligation and does not intend to update these forward-looking statements.


HISTORICAL


Natural Alternative Products Inc., a Nevada corporation, was founded on March 5, 1999 as Sun West Enterprises, Inc. On January 11, 2005, we amended our Articles of Incorporation to change our name to Natural Alternative Products, Inc.


Our original intent was to enter the neutraceutical market with what the company believed were several exciting non-prescription products. As the market was in its infancy, the Company's management identified several unique neutraceuticals such as policosonal, a non statin anti-cholesterol product widely used outside the statin focused U.S. drug market. Unfortunately, the company lost its major financing as a result of the World Trade Center Terrorist Attack, which resulted in the void of venture capital for smaller companies for the next year. Accordingly, the Company's delay in this field caused it to lose its projected competitive edge to other better financed ongoing companies in this field. Fortunately, much of the Company's product line was cutting edge and other companies in the neutraceutical field seem to lack the Company's advanced product knowledge that management had identified. Current management has become aware of the fast growing market of flexible packaging which is an alternative to traditional bottles and corrugated containers, but most importantly, the company estimates that it reduces the very costly packaging expense by as much as 80%. This inexpensive way of packaging goods is especially important in view of the company's strategic alliance with one of the few flexible packaging companies in the U.S., New Age Packaging, Inc., a subsidiary of American Water Star, Inc. There are no written or oral agreements with New Age at this time.


The Company hopes to attract several investment groups to contribute enough necessary capital, goods, technology, and experience to elevate the Company into the attractive position of being able to market and sell its full line of unique neutraceuticals at the best competitive pricing bar none.


PRODUCTS


The Company has concentrated on neutraceutical products that are unique to the industry. Leading the product lineup is an anti-cholesterol product known as policosonal. This product has had extensive international testing and comparative published trials against the well known pharmaceutical statins that focus on the suppression of LDL in the liver as to the solution to treating high cholesterol versus our product which elevates the HDL or good cholesterol. The significance being that after extensive trials with policosonal, no side effects relating to the liver or any other organ has ever been detected. The policosonal product is a non pharmaceutical natural product made from a genetically altered sugar cane plant, natural cane. The policosonal approach to treating cholesterol as mentioned previously is the only substance that actually elevates the HDL and does not suppress the liver's function.



Of the hundreds of tests and studies conducted by various scientists and doctors on policosonal, no adverse liver or muscle reactions have been recorded, unlike the statins, which consistently experience several alarming reactions such as liver failure, muscle deterioration, etc. in their patients' usage. Another unique product that the Company intends to market is an anti-arthritic that is another neutraceutical which is a fully tested and published non-medical treatment approach totally unlike the new series of arthritic drug types such as Vioxx and Celebrex that are currently under serious governmental review. These drugs are among the leaders in category and are known as cox-2 inhibitors. Just recently, Vioxx was removed from the market and as recently as December 2004, Celebrex was found to increase the risk of heart failure. FDA officials have advised doctors to either minimize or discontinue its use. As mentioned, the Company maintains several additional natural products that it intends to package and eventually market; however, there is an identified product that management believes would be totally unique and immediately saleable-vitamin enhanced packaged liquid for pets. Recent analysis and extensive contacts with retailers in the pet foods category substantiate this product line as extremely marketable and lucrative.



THE OPPORTUNITY


In 2004, the FDA reported that 44 percent of Americans take prescription drugs. Because of the escalating number of deaths and adverse reactions to two of the high profile categories of drugs, statins and cox-2 inhibitors, the opportunity for alternative solutions



2




(neutraceuticals) has escalated dramatically for those companies that have tested alternative products to replace these problem prescription medicines. Consumer advocates have railed for years that the FDA has failed to act aggressively after numerous studies linked, for example, the cox-2 drugs previously mentioned to heart problems. Most of the problem with the statins and cox-2 inhibitors stems from the fact that the United States acts too quickly in approving these types of unique drugs. Both Vioxx and Celebrex were sold in the United States before they were sold in Europe. In 1998, the United States surpassed Europe and Japan as the world leader in the introduction of unique medicines. Knight Ridder's analysis found that 72 percent of unique new drugs approved by the FDA in the past six years were sold in America before they were sold in Europe. In the 1980s, most were launched in Europe. Europeans adopted more aggressive ways to evaluate the safety of drugs already on the market. Great Britain, for example, keeps track of all drugs, how patients react to them, and looks for emerging problems. This lack of efficiency in the U.S. explains why numerous Americans are reporting adverse drug reactions. The 357,392 bad reactions reported to the FDA in 2003 is more than double 1995's figures and more than four times higher than those reported in 1990. The fact that the number of problems due adverse drug reactions is soaring in the United States is a great problem. Knight Ridder reported the number of bad drug reactions "reportedly" jumped 145% while the number of prescriptions filled increased only 59%, yet the FDA cautions that the actual number probably will be 10 and 100 times higher because of under-reporting.


THE PLAN


As noted earlier, the Company initially identified an array of neutraceuticals that are still attractive and perhaps even more marketable in view of the troubles some of the mainline name drugs such as the statin based cholesterol products and the Vioxx related arthritic products are having as a result of more extensive usage. The Company has identified several neutraceutical houses that are interested in producing and packaging the product, although there is no assurance that the Company will be able to enter into these agreements on favorable terms, if at all. After the 9/11 aftermath of capital shortage and the resultant temporary freeze of the Company plan, the good news is that the product line has attracted unique state of the art packaging opportunities that place the Company in a competitive position in its identified marketplace. Accordingly, the Company has timely and effective solutions in the latest packaging. The Company hopes to set up its lines of credit, design plans for its plant production and layout for its manufacturing facilities. Necessary agreements are intended to effect the setup and completion of the facilities necessary to produce flexible packaged products (existing AMW facilities). While the planning of the facilities is being completed, the Company believes it can simultaneously begin the marketing and sales function and temporarily arrange for the production at existing co-packed facilities while identifying and setting up its own facility.



The Company plans to be complete and operating from its own negotiated facilities with its strategic partners. Finalized discussions have resulted in the identification of the necessary equipment, material, management, and facilities necessary to meet objective of selling and producing on its own along with the aforementioned intended partner. At this point the future plan encompasses taking on additional co-packing and private labeling for the vast numbers of businesses that cannot afford the expense to stay in this category but wish to stay and remain competitive.


MARKETING AND SALES


The Company has identified several sales network approaches depending on the particular market and customer base. Infomercials and direct sales are the primary approaches. Due to the specialized sales plan, a detailed breakdown will not be reflected herein.


MISCELLANEOUS


Over the last two fiscal years, we did not expend any funds on research and development activities.


EMPLOYEES


The Company does not have any employees. The Company only has consultants at this time.


ITEM 2. DESCRIPTION OF PROPERTY


The Company does not own any property and is currently utilizing an office of a consultant free of charge. There can be no assurance that this arrangement will continue or that the company will be able to locate alternative space.



ITEM 3. LEGAL PROCEEDINGS


We are not involved in any legal proceedings.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The company did not submit any matter to a vote of security holders, through solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended March 31, 2003.



3





PART II


ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES


MARKET


There is presently no public market for our common stock.


HOLDERS


There are approximately 35 holders of our common stock. At March 31, 2003, there were 3,337,174 shares issued and outstanding.


DIVIDENDS


We have never paid a cash dividend on our common stock. Payment of dividends is at the discretion of the Board of Directors. The Board of Directors plans to retain earnings, if any, for operations and does not intend to pay dividends in the foreseeable future.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


At March 31, 2003, the Company did not have any equity compensation plans.


RECENT SALES OF UNREGISTERED SECURITIES


During the year ended March 31, 1999, the Company issued 1,650,000 shares of common stock for cash at $0.001 per share. The Company subscribed for 1,000,000 shares of common stock. The Subscription receivable was collected during the year ended March 31, 2000 and the 1,000,000 shares of common stock were issued.


During the year ended March 31, 2001, the Company issued 200,000 shares of common stock for services to an officer. The Company valued the shares at $2,000.


During the year ended March 31, 2002, a principal shareholder of the Company contributed $12,613 in capital contributions. The Company repurchased 512,826 shares of common stock for $513 in cash.


During the year ended March 31, 2003, the Company issued 1,000,000 shares of common stock for cash at $0.001 per share. A principal shareholder of the Company contributed $26,000 in capital contributions.


The securities issued in the foregoing transactions were offered and sold in reliance upon exemptions from the Securities Act of 1933 set forth in Section 4(2) of the Securities Act, and any regulations promulgated there under, relating to sales by an issuer not involving any public offering. No underwriters were involved in the foregoing sale of securities. All shares were issued with a Rule 144 restrictive legend.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


PLAN OF OPERATION


The Company has concentrated on neutraceutical products that are unique to the industry. Leading the product lineup is an anti-cholesterol product known as policosonal. This product has had extensive international testing and comparative published trials against the well known pharmaceutical statins that focus on the suppression of LDL in the liver as to the solution to treating high cholesterol versus our product which elevates the HDL or good cholesterol. The significance being that after extensive trials with policosonal, no side effects relating to the liver or any other organ has ever been detected. The policosonal product is a non pharmaceutical natural product made from a genetically altered sugar cane plant, natural cane. The policosonal approach to treating cholesterol as mentioned previously is the only substance that actually elevates the HDL and does not suppress the liver's function.


As noted earlier, the Company initially identified an array of neutraceuticals that are still attractive and perhaps even more marketable in view of the troubles some of the mainline name drugs such as the statin based cholesterol products and the Vioxx related arthritic products are having as a result of more extensive usage. The Company has identified several neutraceutical houses that are interested in producing and packaging the product, although there is no assurance that the Company will be able to enter into these agreements on favorable terms, if at all. After the World Trade Center Terrorist Attack and its aftermath of capital shortage and the resultant temporary freeze of the Company plan, the good news is that the product line has attracted unique state of the art packaging opportunities that place the Company in an extremely competitive position in its identified marketplace. Accordingly, the Company has timely and effective solutions in the latest packaging. The Company hopes to set up its lines of credit, design plans for its plant production and layout for its manufacturing facilities. Additionally, the website design for IT support as well as shopping cart and EDI integration will be completed. Necessary agreements are intended to effect the setup and completion of the facilities necessary to produce flexible packaged products. While the planning of the facilities is being completed, the Company believes it can simultaneously begin the marketing and sales function and temporarily arrange for the production at existing co-packed facilities while identifying and setting up its own facility.



4



The Company plans to be complete and operating from its own negotiated facilities with its strategic partners. Finalized discussions have resulted in the identification of the necessary equipment, material, management, and facilities necessary to meet objective of selling and producing on its own along with the aforementioned partners. At this point the future plan encompasses taking on additional co-packing and private labeling for the vast numbers of businesses that cannot afford the expense to stay in this category but wish to stay and remain competitive.


YEAR ENDED MARCH 31, 2003 COMPARED TO YEAR ENDED MARCH 31, 2002


REVENUES


The company has not generated any revenues since inception (March 4, 1999) through March 31, 2003.


OPERATING EXPENSES


Operating expenses during the year ended March 31, 2003 increased $16,152 from the year ended March 31, 2002, to $30,158 from $14,006. Operating expenses from inception (March 4, 1999 through March 31, 2003) total $51,475.


NET LOSS


As a result of the above operating expenses, the Company incurred a loss of $30,158 for the year ended March 31, 2003 compared to a loss of $14,006 for the year ended March 31, 2002. Net loss from inception (March 4, 1999 through March 31, 2003) is $51,475.


LIQUIDITY AND CAPITAL RESOURCES


FISCAL YEAR ENDED MARCH 31, 2003 VS. MARCH 31, 2002


As of March 31, 2003, the Company had working capital of ($8,250), compared to $5,092 for the year ended March 31, 2002. From inception through March 31, 2003, the Company recorded an accumulated deficit of $51,475.


At March 31, 2003, our auditors expressed a formal opinion that our financial position raised substantial doubt about our ability to continue as a going concern. We incurred net losses of $30,158 and $14,006 for the fiscal years ended March 31, 2003 and 2002 and $51,475 from inception. We used cash in operations totaling ($27,015) and ($12,255) for the fiscal years ending March 31, 2003 and 2002, respectively and ($50,730) from inception.


The Company is a development stage company with insignificant assets and no revenues. The Company has lost $51,475 since inception, mainly on promotion and public relation costs and other administrative expenses. The Company has been principally funded by a stockholder. The Company plans to complete a private placement to raise sufficient financing in order to meet its financial requirements over the next twelve months. If it is unable to obtain additional financing, the business plan will be significantly delayed. The Company does not have any formal commitments or arrangements for the advancement or loan of funds. The Company's ability to raise additional capital through the future issuance of the common stock is unknown.


SIGNIFICANT ACCOUNTING POLICIES


DEVELOPMENT STAGE COMPANY


The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STATE ENTERPRISES". A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


USE OF ESTIMATES


The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



5




LOSS PER SHARE


In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128 "Earnings Per Share" which requires the Company to present basic and diluted earnings per share, for all periods presented. The computation of loss per common share (basic and diluted) is based on the weighted average number of shares actually outstanding during the period.


INCOME TAXES


Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


6



ITEM 7. FINANCIAL STATEMENTS


 






NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)


FINANCIAL STATEMENTS

FOR THE YEARS ENDED

MARCH 31, 2003 AND 2002 AND FROM

INCEPTION (MARCH 4, 1999) THROUGH MARCH 31, 2003



 

 

 

 

 

 

 




7



TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm

9

Balance Sheets

10

Statements of Operations

11

Statement of Shareholders' Equity (Deficit)

12

Statements of Cash Flows

13

Notes to Financial Statements

14



 

 

 




8



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Natural Alternative Products, Inc.


I have audited the accompanying balance sheets of Natural Alternative Products, Inc., (A Development Stage Company) (formerly Sun West Enterprises, Inc.) as of March 31, 2003 and 2002, and the related statements of operations, shareholders' equity (deficit) and cash flows for the years then ended and the period from inception (March 14, 1999) through March 31, 2003. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that our audits provide a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Natural Alternative Products, Inc. as of March 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended and the period from inception (March 14, 1999) through March 31, 2003 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred significant losses. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Gruber & Company, LLC

Gruber & Company, LLC


Lake St Louis Missouri

September 19, 2008




9






NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)


BALANCE SHEETS

MARCH 31, 2003 AND 2002



ASSETS

 

 

 

 

MARCH 31,

 

 

MARCH 31,

 

 

 

 

2003

 

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

   Cash

 

$

20

 

$

35

 

   Accrued interest

 

 

525

 

 

525

 

   Due from shareholder

 

 

9,000

 

 

9,000

 

 

 

 

 

 

 

 

 

    Total assets

 

$

9,545

 

$

9,560

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,270

 

$

5,127

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

8,270

 

 

5,127

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

  Common stock (par value $0.001) 100,000,000 shares

 

 

 

 

 

 

 

    authorized; 3,337,174 and 2,337,174   shares issued and

 

 

 

 

 

 

 

    outstanding at March 31, 2003 and 2002,

 

 

 

 

 

 

 

    respectively

 

 

3,337

 

 

2,337

 

  Additional paid in capital

 

 

49,413

 

 

23,413

 

  Deficit accumulated during development stage

 

 

(51,475)

 

 

(21,317)

)

 

 

 

 

 

 

 

 

      Total shareholders' equity

 

 

1,275

 

 

4,433

 

 

 

 

 

 

 

 

 

      Total liabilities and shareholders' equity

 

$

9,545

 

$

9,560

 



The accompanying notes are an integral part of these financial statements





10






NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)


STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

AND FROM INCEPTION (MARCH 4, 1999) THROUGH MARCH 31, 2003


 

 

 

 

 

 

CUMULATIVE

 

 

 

 

 

 

 

AMOUNTS FROM

 

 

 

 

 

 

 

INCEPTION

 

 

 

 

 

 

 

(MARCH 4, 1999)

 

 

 

 

 

 

 

THROUGH

 

 

 

MARCH 31,

 

MARCH 31,

 

MARCH 31,

 

 

 

2003

 

2002

 

2003

 

 

 

 

 

 

 

 

 

Revenues

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

    Total revenues

 

 

-

 

 

-

 

 

 

 Operating expenses:

 

 

 

 

 

 

 

 

 

 

  Other expense

 

 

30,158

 

 

14,006

 

 

51,475

 

 

 

 

 

 

 

 

 

 

 

 

    Total operating expenses

 

 

30,158

 

 

14,006

 

 

51,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(30,158)

 

 

(14,006)

 

 

(51,475)

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(30,158

)

$

(14,006)

 

$

(51,475)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic

 

$

(0.00

)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – diluted

 

$

(0.00

)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

  shares outstanding - basic

 

 

3,337,174

 

 

2,337,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

  shares outstanding - diluted

 

 

3,337,174

 

 

2,337,174

 

 

 

 



The accompanying notes are an integral part of these financial statements



11






NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)


STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

AND FROM INCEPTION (MARCH 4, 1999) THROUGH MARCH 31, 2003



 

 

 

 

 

 

 

 

 

 

ACCUMULATED

 

 

 

 

 

 

 

 

 

DEFICIT

 

 

 

 

 

COMMON STOCK

 

ADDITIONAL

 

DURING

 

 

 

 

 

NUMBER OF

 

PAR VALUE $0.001

 

 

 

PAID-IN

 

DEVELOPMENT

 

 

 

 

 

SHARES

 

PER SHARE

 

SUBSCRIBED

 

CAPITAL

 

STAGE

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at inception

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(March 4, 1999)

 

 

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

Issuance of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at $0.001 per share

 

 

1,650,000

 

 

1,650

 

 

-

 

 

-

 

 

-

 

 

1,650

 

Common stock subscribed

 

 

-

 

 

-

 

 

1,000

 

 

9,000

 

 

-

 

 

10,000

 

Net loss

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,650

)

 

(1,650

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 1999

 

 

1,650,000

 

 

1,650

 

 

1,000

 

 

9,000

 

 

(1,650

)

 

10,000

 

Issuance of common stock

 

 

1,000,000

 

 

1,000

 

 

(1,000

)

 

-

 

 

-

 

 

-

 

Net loss

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(48

)

 

(48

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2000

 

 

2,650,000

 

 

2,650

 

 

-

 

 

9,000

 

 

(1,698

)

 

9,952

 

Issuance of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for services

 

 

200,000

 

 

200

 

 

-

 

 

1,800

 

 

-

 

 

2,000

 

Net loss

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(5,613

)

 

(5,613

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2001

 

 

2,850,000

 

$

2,850

 

$

-

 

$

10,800

 

$

(7,311

)

$

6,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of shares

 

 

(512,826)

 

 

(513)

 

 

-

 

 

-

 

 

-

 

 

(513)

 

Stockholder contributions

 

 

-

 

 

-

 

 

-

 

 

12,613

 

 

-

 

 

12,613

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,006

)

 

(14,006

)

Balance at March 31, 2002

 

 

2,337,174

 

 

2,337

 

 

-

 

 

23,413

 

 

(21,317)

 

 

4,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock, $.001 per share

 

 

1,000,000

 

 

1,000

 

 

-

 

 

-

 

 

-

 

 

1,000

 

Stockholder contributions

 

 

-

 

 

-

 

 

-

 

 

26,000

 

 

-

 

 

26,000

 

Net loss

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(30,158)

 

 

(30,158)

 

Balance at March 31, 2003

 

 

3,337,174

 

 

3,337

 

 

-

 

 

49,413

 

 

(51,475)

 

 

1,275

 


The accompanying notes are an integral part of these financial statements

12



NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

AND FROM INCEPTION (MARCH 4, 1999) THROUGH MARCH 31, 2003

 

 

 

 

 

 

CUMULATIVE

 

 

 

 

 

 

 

AMOUNTS FROM

 

 

 

 

 

 

 

INCEPTION

 

 

 

 

 

 

 

(MARCH 4, 1999)

 

 

 

MARCH 31,

 

MARCH 31,

 

THROUGH

 

 

 

2003

 

2002

 

MARCH 31, 2003

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(30,158

)

$

(14,006

)

$

(51,475)

 

Adjustments to reconcile net (loss) to net cash

 

 

 

 

 

 

 

 

 

 

Increase in assets :

Stock for Services

 

 

 

 

 

-

 

 

2,000

 

   Accrued interest

 

 

 

 

 

-

 

 

(525)

 

   Due from shareholder

 

 

 

 

 

-

 

 

(9,000)

 

Increase in liabilities:

 

 

 

 

 

 

 

 

 

 

   Accounts payable

 

 

3,143

 

 

1,751

 

 

8,270

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by ( used in) operating activities

 

 

(27,015)

 

 

(12,255)

 

 

(50,730)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

   Issuance of common stock

 

 

1,000

 

 

(513)

 

 

12,137

 

   Contribution

 

 

26,000

 

 

12,613

 

 

38,613

 

Net cash provided by (used in) financing activities

 

 

27,000

 

 

12,100

 

 

50,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(15)

 

 

(155)

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

35

 

 

190

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$

20

 

$

35

 

$

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH VESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for services

 

$

-

 

$

-

 

$

-

 

The accompanying notes are an integral part of these financial statements


13



NATURAL ALTERNATIVE PRODUCTS, INC.

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY SUN WEST ENTERPRISES, INC.)


NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


NOTE 1 -  HISTORY AND ORGANIZATION OF THE COMPANY


Sun West Enterprises, Inc. was incorporated in Nevada on March 4, 1999. A Certificate of Amendment was filed on January 11, 2005 changing the name to Natural Alternative Products, Inc.


Natural Alternative Products, Inc.'s (the Company) main business activity is the development of neutraceutical packaging. The Company maintains an office in Las Vegas, Nevada.


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


DEVELOPMENT STAGE COMPANY


The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STATE ENTERPRISES". A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no

significant revenues there from.


USE OF ESTIMATES


The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


IMPAIRMENT OF LONG-LIVED ASSETS


The Company reviews the carrying values of its long lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. No impairment losses were recorded during the years ended March 31, 2003 and 2002.


LOSS PER SHARE


In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128 "Earnings Per Share" which requires the Company to present basic and diluted earnings per share, for all periods presented. The computation of loss per common share (basic and diluted) is based on the weighted average number of shares actually outstanding during the period.


INCOME TAXES


Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.



14



In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to display the net over- or under-funded position of a defined benefit postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in shareholders’ equity. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted the recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The adoption of SFAS No. 158 did not have an effect on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change current practice for some entities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will adopt SFAS No. 157 in the first quarter of fiscal 2009. We are currently assessing the impact that the adoption of SFAS No. 157 will have on our financial position and results of operations.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This interpretation clarifies the application of SFAS No. 109, Accounting for Income Taxes, by defining a criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements.


NOTE 3 - GOING CONCERN


The accompanying financial statements have been prepared in a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $51,475, since its inception (March 5, 1999) and will require additional capital for is operational activities. The Company plans to complete a private placement to raise sufficient financing in order to meet its financial requirements over the next twelve months. If it is unable to obtain additional financing, the business plan will be significantly delayed. The Company does not have any formal commitments or arrangements for the advancement or loan of funds. The Company's ability to raise additional capital through the future issuance of the common stock is unknown.


The obtainment of additional financing and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.


These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.


NOTE 4 - CAPITAL STOCK


During the year ended March 31, 1999, the Company issued 1,650,000 shares of common stock for cash at $0.001 per share. The Company subscribed for 1,000,000 shares of common stock. The Subscription receivable was collected during the year ended March 31, 2000 and the 1,000,000 shares of common stock were issued.


During the year ended March 31, 2001, the Company issued 200,000 shares of common stock for services to an officer. The Company valued the shares at $2,000.



15





During the year ended March 31, 2002, a principal shareholder of the Company contributed $12,613 in capital contributions. The Company repurchased 512,826 shares of common stock for $513 in cash.


During the year ended March 31, 2003, the Company issued 1,000,000 shares of common stock for cash at $0.001 per share. A principal shareholder of the Company contributed $26,000 in capital contributions.


NOTE 5 - INCOME TAXES


The components of the provision for income taxes are as follows at March 31:

 

 

2003

 

2002

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

Federal

 

$

-

 

$

-

 

State

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

 

-

 

 

-

 

State

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Total provision

 

 

 

 

 

 

 

 

 

 $

 

$

-

 


Significant components of the Company's deferred income tax asset at March 31, 2003 and 2002 are as follows:


 

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax assets:

 

 

 

 

 

 

 

   Capitalized start-up expenses

 

$

50

 

$

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total deferred income tax asset

 

 

50

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance

 

 

(50

)

 

(50

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net deferred income tax asset

 

  $

 

$

-

 



The Company, based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.

 

16



Reconciliation of the effective tax rate to the U.S. statutory rate is as follows at March 31:


 

 

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense at U.S. statutory rate

 

 

34

%

 

34

%

Change in valuation allowance

 

 

(34

%)

 

(34

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

 

-

%

 

-

%




17


 



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


During the First Quarter of 2005, the Company appointed Mendoza Berger & Company LLP, independent auditors, to audit the company's balance sheets as of March 31, 2005 and 2004 and the related statement of operations, shareholders' equity (deficit) and cash flows for the year then ended.


In July 2006 the company appointed Gruber & Company, LLC to audit the company’s balance sheets as of March 31, 2006 and 2005 and the related statements of operations, stockholders equity and cash flows for the years then ended.


ITEM 8A. DISCLOSURE CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures. Based on an evaluation under the supervision and with the participation of the our management, including our chief executive officer and chief financial officer, as of the end of the period covered by this Annual Report on Form 10-KSB, we have concluded our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 are effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses and therefore there were no corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote.  

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with generally accepted accounting principles, including those policies and procedures that:


 

 

 

 

-

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

 

 

 

-

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

 

 

 

-

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In connection with the preparation of this Annual Report on Form 10-KSB for the year ended March 31, 2003, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures are effective as of March 31, 2003. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


This Annual Report on Form 10-KSB does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-KSB.


ITEM 8B. OTHER INFORMATION


None.



18





PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICER, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


MANAGEMENT


The directors and principal executive officers of the Company are as specified on the following table:


Name

Age

Position

 

 

 

Ronald Almadova

66

President, Chief Executive Officer, Chief Financial Officer and Director


Ronald Almadova is the acting President and sole director since 2000. Mr. Almadova has an extensive background in field sales as well as owning and successfully operating his own businesses for the past 40 years. From 1985 to 1995, Mr. Almadova owned multiple hair salons in Oregon, Arizona and Nevada. From 1995 to 2000, Mr. Almadova acted as a consultant to various hair industry operations including franchise set up and operation management. From 2000 to the present, Mr. Almadova has provided franchise consulting services and recently owned three retail businesses in Las Vegas at major hotel strip properties. Mr. Almadova is a resident of Las Vegas and attended Fresno State in California, completing his education in 1982.


AUDIT COMMITTEE FINANCIAL EXPERT


The Company does not have an audit committee financial expert as it is still in the development stage.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of March 31, 2003, they were all current in their filings.


CODE OF ETHICS


The Company has not yet adopted a code of ethics as it is still in the development stage.


ITEM 10. EXECUTIVE COMPENSATION


EXECUTIVE OFFICER COMPENSATION


The following table sets forth the annual and long-term compensation for services in all capacities for the years ended March 31, 2003 and 2002 paid to our Chief Executive Officer. No executive officers received compensation exceeding $100,000 during the year ended March 31, 2003.

SUMMARY COMPENSATION TABLE


 

 

Annual Compensation

 

Long Term Compensation Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted

 

 

Securities

 

 

 

 

Principal

 

 

 

 

 

 

 

 

 

 

 

Other Annual

 

 

Stock

 

 

Underlying

 

 

All Other

 

Position

 

 

Year

 

 

Salary

 

 

Bonus

 

 

Compensation

 

 

Award(s

)

 

Options

 

 

Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Almadova

 

 

2003

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

President

 

 

2002

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


There are no employment contracts and no compensation has been paid other than to attorneys and auditors.




19




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth certain information regarding the ownership of the company's common stock as of March 31, 2003 by each shareholder known by the company to be the beneficial owner of more than five percent (5%) of its outstanding shares of common stock, each director and each executive officer, and all executive officers and directors as a group. Each of the shareholders has sole voting and investment power with respect to the shares they beneficially own. All addresses are c/o Natural Alternative Products, Inc., 10300 West Charleston Blvd., Suite 13-35, Las Vegas, NV 89135.


  

 

AMOUNT AND

 

 

 

NATURE

 

 

 

OF

PERCENT

 

NAME AND ADDRESS OF

BENEFICIAL

OF

TITLE OF CLASS

BENEFICIAL OWNER

OWNERSHIP

CLASS(1)

 

 

 

 

$0.001 par value

Thomas Krucker

360,000 shares

10.79%

common stock

 

 

 

$0.001 par value

Ronald Almadova, President

200,000 shares

5.99%

common stock

 

 

 

$0.001 par value

Camelot, Ltd., a Delaware Corporation

500,000 shares

14.98%

common stock

 

 

 

$0.001 par value

Maree Corp

400,000 shares

11.99%

common stock

 

 

 

$0.001 par value

Steven Corso, Jr.

200,000 shares

5.99%

common stock

 

 

 

$0.001 par value

Busby Investments

500,000 shares

14.98%

common stock

 

 

 

$0.001 par value

K. Erickson

250,000 shares

7.49%

common stock

 

 

 

$0.001 par value

Glencourt Investments, Inc.

500,000 shares

14.98%

common stock

 

 

 

$0.001 par value

Law Offices of Michael E. Kulwin

200,000 shares

5.99%

common stock

 

 

 

$0.001 par value

Yan Skwara

200,000 shares

5.99%

common stock

 

 

 

$0.001 par value

Officers and Directors as a group (1 person)

200,000 shares

5.99%

common stock

 

 

 

(1)   Percentages are based on total outstanding shares as of March 31, 2003 of 3,337,174 shares.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company has been principally funded by Thomas Krucker in the amount of $223,120.


ITEM 13. EXHIBITS


EXHIBIT

 

 

NUMBER

DESCRIPTION

LOCATION

3.1

Articles of Incorporation

Incorporated by Reference to Form 10-SB filed October 13, 1999

3.2

By-Laws

Incorporated by Reference to Form 10-SB filed October 13, 1999

3.3

Restated and Amended Articles of Incorporation

Incorporated by Reference to Form 10-KSB filed May 2, 2006

4.3

Form of Common Stock Certificate

Incorporated by Reference from Exhibits 3.1-3.3

31.1

Section 302 Certification

Filed herewith

32.1

Section 906 Certification

Filed herewith



20




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


RELATIONSHIP WITH INDEPENDENT AUDITORS


The firm of Gruber & Company, LLC served as the Company's independent public accountants for the year ended March 31, 2003. The Board of Directors of the Company, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of our stockholders. The Board of Directors has considered the audit fees, audit-related fees, tax fees and other fees paid to the Company's accountants, as disclosed below, and had determined that the payment of such fees is compatible with maintaining the independence of the accountants.


Set forth below is a summary of the fees paid to the Company's principal accountants for the past two years for the professional services performed for the Company.


AUDIT FEES


The aggregate fees billed by Gruber & Company, LLC for professional services rendered for the audit of the Company's annual financial statements on Form 10-KSB for the fiscal years ended March 31, 2003 and 2002 were approximately $5,000 and $5,000, respectively.


AUDIT-RELATED FEES


Audit-related fees for the fiscal years ended March 31, 2003 and 2002 were approximately $0 and $0, respectively.


ALL OTHER FEES


There were no fees for products and services provided by the principal accountant, other than services listed above, during the last two fiscal years.


POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS


The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors approves all audit and permissible non-audit services provided by the independent auditors.



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SIGNATURES


In accordance with section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Natural Alternative Products


/s/ Thomas Krucker, President

By: Thomas Krucker, President


Date: September 19, 2008


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Thomas Krucker

By: Thomas Krucker

President (Chief Executive Officer, Chief

Financial Officer and Principal

Accounting Officer), Director


Date: September 19, 2008






22





EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Thomas Krucker, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Natural Alternative Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such disclosure control over financial reporting, or caused such internal control over financial reporting got be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting


Date: September 19, 2008

By: /s/ Thomas Krucker
Thomas Krucker, Chief Executive Officer and Principal Financial Officer



EXHIBIT 32.1

SECTION 906 CERTIFICATION

In connection with the Annual Report of Natural Alternative Products, Inc. on Form 10-KSB for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Krucker, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


 

By: /s/ Thomas Krucker
      Thomas Krucker, Chief Executive Officer and
      Principal Financial Officer

Date: September 19, 2008