As filed with the Securities and Exchange Commission on February 6, 2017

Registration No. 333- ______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Pre-Effective Amendment No. 6 )

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GLOBAL COSMETICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	2844	30-0891225

(State or other jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Pavilion 96, Kensington High Street

Kensington, London, W8 4SG Tel.

No.: +44 203-667-8883

Fax No.: +44 207-657-3110

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

CSC Services Of Nevada, Inc.

2215-B Renaissance Drive

Las Vegas, NV 89119

(Name and address of agent for service of process)

Copies of communications to:

Steven James Davis, Esq.

1042 N. El Camino Real, 261

Encinitas, California 92024

Tel. No.: (619) 788-2383

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

This registration statement relates to an offering of shares of Common Stock which is subject to a minimum investment amount for a single investor of 20,000 shares ($600). The Company will reject all subscriptions for the purchase of shares of Common Stock which are for an amount less than 20,000 shares ($600).

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered⁽¹⁾		Proposed Maximum Aggregate Offering Price per Share⁽²⁾		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock, $0.001 par value per share		8,000,000	$	0.03	$	240,000	$	24.17

(1)		This registration statement covers the sale by us of up to an aggregate of 8,000,000 shares of our common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of our common stock.

(2)		Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

PROSPECTUS GLOBAL

COSMETICS, INC.

8,000,000

SHARES OF COMMON STOCK

SUBJECT TO COMPLETION, Dated ____________, 2016

This prospectus relates to our offering of 8,000,000 new shares of our common stock at a fixed offering price of $0.03 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. We have not made any arrangements to place funds raised in this offering in an escrow, trust or similar account. Any investor who purchases shares in this offering will have no assurance that other purchasers will invest in this offering. Accordingly, if we file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.

The Company is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934).

The Company is not a blank check company and does not have any intention to engage in a merger or other business combination.

The offering is being conducted on a self-underwritten, best efforts basis, which means our officers and directors will attempt to sell the shares with no commission or other remuneration payable to them for any shares they may sell.

There is no established public market for our common stock, and the offering price has been arbitrarily determined. Our common stock is not currently listed or quoted on any quotation service. Although we intend to apply for quotation on the OTCQB through a market maker, there can be no assurance that our common stock will ever be quoted on any quotation service or that any market for our stock will ever develop.

This offering will be open until the earlier of: (i) the maximum amount of shares have been sold; or (ii) nine months from the date of effectiveness of this registration statement of which this prospectus forms a part. We retain the right to extend the offering period beyond nine months. We retain the right to close the offering at any time and there is no minimum offering required for this offering to close.

	Offering Price		Underwriting Discounts and Commissions⁽¹⁾		Proceeds to Company Assuming 100% Subscribed		Proceeds to Company Assuming 75% Subscribed		Proceeds to Company Assuming 50% Subscribed		Proceeds to Company Assuming 25% Subscribed
Per Share	$	0.03		0	$	0.03	$	0.03	$	0.03	$	0.03
Gross Proceeds				0	$	240,000	$	180,000	$	120,000	$	60,000
Net Proceeds(2)				0	$	220,000	$	160,000	$	100,000	$	40,000

(1)		There are no arrangements or plans to use underwriters or broker/dealers to offer our common stock. However, we reserve the right to utilize the services of licensed broker/dealers and compensate these broker/dealers with a commission not to exceed 10% of the proceeds raised.

(2)		The net proceeds estimates offering expenses of $20,000.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled “Risk Factors” starting on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
Prospectus Summary	5
Summary Financial Information	7
Risk Factors	8
Special Note Regarding Forward-Looking Statements	20
Use of Proceeds	20
Dilution	21
Dividend Policy	26
Description of Business	26
Index to Consolidated Financial Statements	31
Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Directors and Executive Officers	36
Executive Compensation	37
Security Ownership of Certain Beneficial Owners and Management	38
Certain Relationships and Related Party Transactions	39

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the common stock of Global Cosmetics, Inc. (referred to herein as the “Company,” “Global,” “we,” “our,” and “us”). The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. You should carefully read the entire Prospectus, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements before making an investment decision.

Business Overview

We were incorporated under the laws of the State of Nevada on September 17, 2015 under the name “Global Cosmetics, Inc.” Our address is Pavilion 96, Kensington High Street, Kensington, London, W8 4SG, United Kingdom. Our corporate address is located at a private business members club who provide secretarial support, working areas, dedicated phone line and business answering service. The services provided also include mail forwarding physical office space may be rented on a short-term basis for additional fees. We intend to conduct our business operations, including administrative functions, sales and marketing at the personal residences of our officers, whom live currently in Thailand and the United Kingdom; however we will also be working remotely. Copies of certain of our corporate books and records will be maintained and stored with our legal counsel Steven James Davis, Esq., whose address is 1042 N. El Camino Real, B261, Encinitas, California 92024. Our fixed equipment will be located at the personal residences of our officers. Our phone number is +44 203-667-8883. Our fiscal year end is September 30th.

We are a development stage company specializing in the development, marketing and distribution of cosmetics and beauty products for purchase and consumption by retailers, wholesalers and end consumers.

Currently we have exclusive rights to distribute the ‘4U2’ Cosmetics brand in Australia, New Zealand, USA, Mexico, Canada and Europe. The licensee has trademark registrations in Australia, New Zealand, USA and Europe and accepted applications in Mexico and Canada. The licensor has also granted the Company a 50% beneficial ownership interest in the trademark registrations. The product line licensed to the Company is an established brand which has produced approximately $2.5 million in revenues for the licensor’s retailers and distributors during the period January 1, 2016 to June 30, 2016, and is expected to produce at least another $2.5 million during the remaining period of 2016.

As of September 30, 2016 we had $6,255 in current assets and current liabilities in the amount of $101,681. Accordingly, we had a working capital deficit of $95,426 as of September 30, 2016. Our current working capital is not sufficient to enable us to implement our business plan as set forth in this prospectus. Our expenses in this offering are estimated at $10,000, and we will need a minimum of $50,000 for the next twelve months. As such, our monthly burn rate for the next twelve months is estimated at $4,200. We will need to sell a minimum of 25% of the shares offered in this prospectus for net proceeds of $50,000 in order to meet our financial obligations. Our ability to remain in business with less than $50,000 in this offering is questionable, and we cannot provide any assurances that this offering will result in the sale of any shares. Additionally, although we have funded our historical operations from loans by our Chief Executive Officer, Ben Ridding, there are no agreements, commitments or understandings for Mr. Ridding to provide any additional loans to the Company. For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern. Accordingly, we require additional financing, including the equity funding sought in this prospectus.

We are offering for sale to investors a maximum of 8,000,000 shares of our common stock at an offering price of $0.03 per share. Our business plan is to use the proceeds of this offering to:

●		Increase inventory and stock levels in all licensed areas
●		Implement an online marketing program through social media websites
●		Recruit a brand ambassador for online marketing and product tutorials
●		Attend trade shows in Europe and USA to develop brand awareness and generate sales
●		Develop links with wholesalers and expand distribution network
●		Develop opportunities with high street and online retailers
●		Develop new and existing products and packaging to target other markets
●		Promote products through mail delivery to target markets
●		Develop our website to include product tutorials, customer loyalty programs and customer reviews to create an in store shopping experience to increase sales.
●		Develop our website to offer it in additional languages
●		Compensate beauty bloggers for reviews of our products and online promotions
●		Acquire sample products for use in marketing promotions
●		Fund general overheads and compliance

However, our management has retained discretion to use the proceeds of the offering for other uses. The minimum investment amount for a single investor is $600 for 20,000 shares. Subscriptions for less than the minimum investment will automatically be rejected. The shares are being offered by us on a “best efforts” basis and there can be no assurance that all or any of the shares offered will be subscribed. If less than the maximum proceeds are available to us, our development and prospects could be adversely affected. There is no minimum offering required for this offering to close. The proceeds of this offering will be immediately available to us for our general business purposes. The maximum offering amount is 8,000,000 shares ($240,000).

As a start-up company with limited operations we are a “shell company” as defined in Rule 12b-2 of the Exchange Act of 1934 (an issuer that has (A) no or nominal operations and (B) either (1) no or nominal assets; (2) assets consisting solely of cash and cash equivalents; or (3) assets consisting of any amount of cash and cash equivalents and nominal other assets). Companies which are a “shell company” are permitted to file a Form 8-K and provide the required disclosure under Item 5.06 at such time as their “shell company” status has ended. Shareholders who are issued unregistered shares of a company which is a “shell company” have additional holding periods and restrictions on the ability to sell their shares under Rule 144 of the Securities Act of 1933, as amended; provided, however, Company shareholders who purchase any of the 8,000,000 registered shares in the offering described in this registration statement will not be subject to the holding periods under Rule 144 of the Securities Act of 1933, as amended. Also, a company which is a “shell company” is prohibited from making certain filings with the Securities and Exchange Commission, such as a Form S-8. Additionally, certain financing sources that would otherwise invest in the Company may not invest in the Company due to the Company being deemed a “shell company”.

The Offering

Securities Being Offered		Up to 8,000,000 shares of our common stock.
Offering Price		The offering price of the common stock is $0.03 per share. There is no public market for our common stock. We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares in our stock. Upon the effectiveness of the registration statement of which this prospectus is a part, we intend to apply to FINRA for quotation on the OTC OTCQB, through a market maker that is a licensed broker dealer, to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. There is no guarantee, however, that our common stock will ever be quoted on the OTC OTCQB.

Minimum Number of Shares To Be Sold in This Offering		n/a

Maximum Number of Shares To Be Sold in This Offering		8,000,000

Securities Issued and to be Issued		4,444,444 shares of our common stock are issued and outstanding as of the date of this prospectus. Our officer and director, Mr. Benjamin Ridding owns 4,000,000 shares (90%) of the common shares of our Company and therefore has substantial control. Our Chairman and director Mr. Keith McCulloch owns 444,444 shares (10%) of the common shares of our Company. Upon the completion of this offering, Mr. Ridding will own an aggregate of approximately 30% and Mr. McCulloch will own an aggregate of approximately 10% (as a result of the anti-dilution clause within his agreement which will require the Company to issue Mr. McCulloch 1.11111 shares for each 10 shares sold in the offering for a total of 888,888 shares if all 8,000,000 shares are sold) of the issued and outstanding shares of our common stock, if the maximum number of shares is sold.

Number of Shares Outstanding After The Offering If All The Shares Are Sold		13,333,333

Use of Proceeds		If we are successful at selling all the shares we are offering, our net proceeds from this offering will be approximately $220,000. We intend to use these proceeds to execute our business plan. The proceeds from the offering will not be used by the Company to repay the loans made by Ben Ridding to the Company.

Offering Period		This offering will be open until the earlier of: (i) the maximum amount of shares have been sold; or (ii) nine months from the date of effectiveness of this registration statement of which this prospectus forms a part. We retain the right to close the offering at any time and there is no minimum offering required for this offering to close.

Minimum Investment:		The Offering is subject to a minimum investment amount for a single investor of 20,000 shares/$600. The Company will reject all subscriptions in an amount less than 20,000 shares/$600.

Summary Financial Information
Balance Sheet Data	As of September 30, 2016 (audited)			As of September 30, 2015 (audited)
Current Assets	$	6,255		$	—
Total Assets	$	6,255		$	—
Liabilities	$	101,681		$	11,539
Total Stockholder’s Equity (Deficit)	$	(95,426	)	$	(11,539	)

Statement of Operations	For the year ended September 30, 2016 (audited)			For the period from September 17, 2015 through September 30, 2015 (audited)
Revenue	$	—		$	—
Net Loss for Reporting Period	$	(112,788	)	$	(11,680	)

RISK FACTORS

In addition to the other information in this prospectus, the following risk factors should be considered carefully in evaluating our business before purchasing any of our shares of common stock. A purchase of our common stock is speculative in nature and involves a lot of risks. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his or her investment.

Risks Associated with Our Financial Condition

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have earned no revenues since our inception, which makes it difficult to evaluate whether we will operate profitably. Total operating expenses were $112,788 and $11,680 for the year ended September 30, 2016 and for the period from September 17, 2015 to September 30, 2015, respectively. We have incurred a net loss of $112,788 and $11,680 for the year ended September 30, 2016 and for the period from September 17, 2015 to September 30, 2015, respectively. We have not attained sustained profitable operations since inception and are dependent upon obtaining financing or generating revenue from operations to continue operations for the next twelve months. As of September 30, 2016, we had cash of $6. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report dated February 6, 2017 as of and for the year ended September 30, 2016 that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company

Because we are a development stage company, we have limited revenues to sustain our operations.

We are a development stage company that is currently developing our business. To date, we have not generated any revenues. The success of our business operations will depend upon our ability to obtain clients and provides quality services to those clients. We are not able to predict whether we will be able to develop our business and generate significant revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable operations, then our business will fail.

Because we have a limited operating history, it is difficult to evaluate your investment in our stock.

Evaluation of our business will be difficult because we have a limited operating history. To date, revenues are not substantial enough to maintain us without additional capital injection if we determine to pursue a growth strategy before significant revenues are generated. We face a number of risks encountered by early-stage companies, including our need to develop infrastructure to support growth and expansion; our need to obtain long-term sources of financing; our need to establish our marketing, sales and support organizations; and our need to manage expanding operations. Our business strategy may not be successful, and we may not successfully address these risks. If we are unable to sustain profitable operations, investors may lose their entire investment in us.

Because our offering will be conducted on a best efforts basis, there can be no assurance that we can raise the money we need.

The shares are being offered by us on a “best efforts” basis with no minimum and without benefit of a private placement agent. We can provide no assurance that this offering will be completely sold out. If less than the maximum proceeds are available, our business plans and prospects for the current fiscal year could be adversely affected.

In order to fund our operations and pay offering expenses of $10,000, we believe that we need the $240,000 in gross proceeds from this offering. We believe that $60,000 in gross proceeds will be sufficient to pay for the expenses of this offering and conduct our proposed business activities for the next twelve months on a limited basis. We believe the full $240,000 would allow us to implement our business plan to the full extent that we envision. Our available funds combined with revenues will not fund our activities for the next twelve months. As of February 6, 2017 our current cash on hand is approximately $6. Our estimated monthly burn rate is approximately $4,200 per month. Based on our current burn rate, we will run out of funds immediately without additional capital and assuming revenues based on past performance during that period. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.

Given that there is no minimum offering amount and we need to raise at least $60,000 to continue operations for the next twelve months, investors bear the complete risk of losing their entire investment if we are unable to raise enough proceeds from this offering to continue operations. If we are not able to raise the entire $240,000, we will have to limit or eliminate important expenditures, such as the purchase of certain materials and supplies for use in the manufacturing of our products, lease space costs, marketing activities and labor, which will hinder our ability to generate significant revenues and cause a delay in the implementation of our business plan. Moreover, the less money we are able to raise in this offering, the more the risk that you will lose your entire investment.

Risks Associated with Our Business Model

Our business may not prove to be a viable business model.

Our business model for distributing cosmetic products to wholesalers, retailers and over the Internet is unproven, and we have only recently launched our efforts to develop a business centered on this model. It is too early to predict whether consumers will accept, and use our products on a regular basis, in significant numbers. Our products may fail to attract significant numbers of consumers. If we are unable to successfully monetize our licensing agreement, we may not be able to generate sufficient revenues.

Because we may be unable to complete our development of our brands, manufacturing and commercialization of our products, we could face significantly harm to our business plans, prospects, results of operations and financial condition.

Commercializing our products depends on a number of factors, including but not limited to:

●		completion, refinement and management of our supply chain;

●		completion, refinement, and management of our distribution channels;

●		demonstration of efficiencies that will make our products attractively priced;

●		development of an adequate sales force and sales channels necessary to distribute our products and achieve our desired revenue goals; and

●		our dependency on third parties from whom we have licensed our products.

We cannot assure investors that the strategies we intend to employ will enable us to support the development of our brands, manufacturing and distribution of desirable cosmetic products. If we are unable to implement the necessary steps of our business plan, our prospects, results of operations and financial condition will suffer.

Additionally, we have entered into a licensing agreement with third parties under which the third parties are granting us permission to develop, market and distribute their products. We are therefore dependent on these third parties to perform under the terms of the license agreement and remain in business. If the licensing agreement is terminated, or these third parties do not perform as required or are no longer in business, our prospects, results of operations and financial condition could be materially adversely impacted.

Because we rely on third party manufacturers to make our products, we may be unable to effectively have our products manufactured and distribute our products, which would adversely affect our reputation and materially reduce our revenues.

We do not own or operate any manufacturing facilities. We intend to primarily use a related party manufacturer to manufacture our products, Colorcos Co. Ltd., who has been the exclusive manufacturer of 4U2 products since 2002. If we lose the services of our manufacturer, we may be unable to secure the services of replacement manufacturers. The occurrence of any such conditions will have a materially negative effect upon our reputation and our ability to distribute our products, which will cause a material reduction in our revenues.

We will rely in part upon distribution partners and wholesalers and retailers to distribute and sell our products, and we may be adversely affected if those parties do not actively promote our products or pursue customers who would have a potential demand for our products.

We estimate that a significant portion of our revenue will come from sales to end consumers, retailers, distributors and resellers. These relationships have not been formalized in agreements, and may be subject to termination at any time. We cannot control the amount and timing of resources that our partners devote to activities on our behalf.

We intend to continue to seek strategic relationships to distribute and sell our products. We, however, may not be able to negotiate acceptable relationships in the future and cannot predict whether current or future relationships will be successful.

Competitors could copy our business model and erode our brand recognition.

We employ a business model that could allow competitors to duplicate our products and services. We cannot assure you that our competitors will not attempt to copy our business model and that this will not erode our brand recognition and impair our ability to generate significant revenues.

Our operating results depend on our ability to compete with our existing competitors and with new competitors that may enter the cosmetic manufacturing and distribution market.

Our principal competitors consist of cosmetics manufacturers and distributors. These businesses compete with us in one or more service categories. Most of these potential competitors have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their services. We may also face increased competition due to the entry of new competitors. As a result of this competition, we may experience lower sales or greater operating costs, such as marketing costs, which would have an adverse effect on our results of operations and financial position.

Our operating results depend on the popularity of our brands and product development.

We anticipate that substantially all of our revenues will be generated from the sale of products. The demand for cosmetic products is directly related to the popularity of the products uniqueness, usability, quality and popularity. If the popularity of our products decreases, sales of our products may be adversely affected. We cannot assure that the overall dollar volume of the cosmetic market will grow, or that it will not decline, in the future.

If we are unable to gauge trends and react to changing consumer preferences in a timely manner, our sales will decrease, and our business may fail.

We believe our success depends in substantial part on our ability to offer our products that reflect current needs, are priced to meet consumer expectations, and anticipate, gauge and react to changing consumer demands in a timely manner. Our business is vulnerable to changes in consumer preferences. We will attempt to reduce the risks of changing demands and product acceptance in part by devoting a portion of our available products and designs to standard products that are not significantly modified from year to year. Nevertheless, if we misjudge consumer needs for our products, our ability to generate sales could be impaired resulting in the failure of our business. There are no assurances that our future products will be successful, and in that regard, any unsuccessful products could also adversely affect our business.

If the market for cosmetic products does not experience significant growth or if our products do not achieve broad acceptance, we will not be able to achieve revenues.

We hope to achieve continued revenues from sales of our products. We cannot accurately predict, however, future growth rates or the size of the market for our products in the United States and Europe and other markets we engage in. Demand for our products may not occur as anticipated, or may decrease, either generally or in specific geographic markets, during particular time periods. The expansion of our products in the market depends on a number of factors, such as:

●		the cost, performance and appearance of our products and products offered by our competitors;

●		public perceptions regarding our products and the effectiveness and value of our products;

●		customer satisfaction with our products; and

●		marketing efforts and publicity regarding the needs for our product and the public demand for our product.

Even if our product gains wide market acceptance, we may not adequately address market requirements and may not be able to expand market acceptance. If our products do not achieve wide market acceptance, we may not be able to achieve our anticipated level of growth, we may not achieve revenues and results of operations would suffer.

In the event that we are unable to successfully compete in the cosmetics industry, we may not be able to achieve profitable operations.

We face substantial competition in the industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. Accordingly, these competitors may have already begun to establish brand-recognition with consumers. We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However, we cannot assure you that our products will outperform competing products or those competitors will not develop new products that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their products, then it may not be possible for us to market our products at prices that are economically viable. Increased competition could result in:

●		Lower than projected revenues;

●		Price reductions and lower profit margins;

●		The inability to develop and maintain our products with features and usability sought by potential customers.

Any one of these results could adversely affect our business, financial condition and results of operations. In addition, our competitors may develop competing products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition and results of operations.

Our products may contain defects, which could adversely affect our reputation and cause us to incur significant costs.

Since 2002, consumer complaints for 4U2 have been negligible. All 4U2 products are registered by the Thai FDA under the ASEAN Cosmetics Directive which mirrors the EU Directive and is more stringent than US FDA regulation. However, defects may be found in our products. Any such defects could cause us to incur significant return and exchange costs and divert the attention of our personnel from product development efforts, and cause significant customer relations and business reputation problems. Any such defects could force us to undertake a product recall program, which could cause us to incur significant expenses and could harm our reputation and that of our products. If we deliver products with defects, our credibility and the market acceptance and sales of our products could be harmed. .

If we do not effectively implement measures to sell our products, we may not achieve sustained revenues and you will lose your entire investment.

We intend to distribute cosmetics and have not made any sales to date. We have no experience in providing direct sales and service. Moreover, our sales and marketing efforts may not achieve intended results and therefore may not generate the revenue we hope to achieve. There can be no assurance that our focus or our plans will be successful. If we are not able to successfully address markets for our products, we may not be able to grow our business, compete effectively or achieve profitability.

If we are unable to successfully manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we, or our industry, might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Due to the specified nature of our business, having certain key personnel is essential to the development and marketing of the products we plan to sell and thus to the entire business itself. Consequently, the loss of any of those individuals may have a substantial effect on our future success or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

We may be unable to establish and maintain all required disclosure controls and procedures and internal controls over financial reporting and meet the public reporting and the financial requirements for our business.

Our management has a legal and fiduciary duty to establish and maintain disclosure controls and control procedures in compliance with the securities laws, including the requirements mandated by the Sarbanes-Oxley Act of 2002. The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting, and disclosure controls and procedures. If we cannot assess our internal control over financial reporting as effective or provide adequate disclosure controls or implement sufficient control procedures, investor confidence and share value may be negatively impacted.

We will incur increased costs and our management will face increased demands as a result of operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We estimate that we will incur no less than $40,000 in these expenses on an annual basis to exist as a public company. Those expenses will be higher if our business volume and activity increases. Those obligations could diminish our ability to fund our operations and may prevent us from meeting our normal business obligations.

In addition, our administrative staff will be required to perform additional tasks. For example, in anticipation of becoming a public company, we will need to adopt additional internal controls and disclosure controls and procedures and bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under applicable securities laws.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations implemented by the Securities and Exchange Commission are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and attract and retain qualified executive officers.

The increased costs associated with operating as a public company may decrease our net income or increase our net loss, and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

Because we have two persons as our officers and directors that occupy all corporate positions, our internal controls may be inadequate and we may face negative consequences related to having them set their own salaries and making all of the decisions affecting our company.

Because we have only two officers and directors, Benjamin Ridding and Keith McCulloch may not adequately be able to administer our internal controls over disclosure or financial reporting. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Since we have only one officer and director, the controls can easily circumvented by our officers and directors which could result in adverse consequences to us.

In addition, he will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, including setting his own salary and perquisites, using corporate assets and funds to the designs he feels best, and also the power to prevent or cause a change in control. As a result, our chief executive officer could establish a high salary in the future which will drain our capital and prevent us from operating. You will not be able to control the decisions he makes and you may find them in conflict with your personal designs for this business.

Our officers and directors will allocate some portion of their time to other businesses thereby causing conflicts of interest in his determination as to how much time to devote to our affairs as well as other matters. Benjamin Ridding and Keith McCulloch our current officers and directors, are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. Mr. McCulloch through his company JJH, owns the 4U2 cosmetics brand and this owns minority stakes in 3 of the brands exclusive distributors. Mr. Ridding and Mr. McCulloch are not obligated to devote any specific number of hours to our affairs, but it is estimated that Mr. Ridding will devote approximately 30 - 40 hours per week and Mr McCulloch approximately 15 hours per week on our business. As such, there may be a conflict of interest in the determination as to how much time they devote to their own interests as opposed to our business. Investors should be aware of this in deciding whether to purchase our capital stock.

Because JJH also distributes 4U2 products in other territories may face a conflict of interest with regards to the fulfillment of products by our third party manufacturer.

As stated above, Mr. McCulloch, our officer and director also owns JJH with whom we have an exclusive distribution license agreement. JJH distributes 4U2 products outside of the territories in which the Company intends to distribute 4U2 products. All of the 4U2 products are manufactured by Colorcos. Because Colorcos manufactures all of the 4U2 products distributed by JJH and to be distributed by the Company, we could face a conflict of interest and Colorcos may supply JJH before it supplies the Company 4U2 products which could result in a loss of sales and revenues by the Company.

Risks Related To Legal Uncertainty

Our directors are residents of the United Kingdom and Thailand and investors may have difficulty enforcing any judgments against them within the United States.

Our directors, Mr. Benjamin Ridding and Mr. Keith McCulloch, are residents of the United Kingdom and Thailand respectively, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

The inability of JJH to protect our brand name and proprietary rights in the United States and foreign countries could materially adversely affect our business prospects and competitive position.

Our success depends on the ability of JJH to obtain and maintain branding and other proprietary-right protection in the United Stated and other countries. If JJH is unable to obtain or maintain these protections, we may not be able to prevent third parties from using our proprietary rights.

If we are the subject of future product defect or liability suits, our business will likely fail.

All 4U2 products are registered in Thailand and will be notified to the US FDA. In the course of our planned operations, we may become subject to legal actions based on a claim that our products are defective in workmanship or have caused personal or other injuries. We currently do not maintain liability insurance and we may not be able to obtain such coverage in the future or such coverage may not be adequate to cover all potential claims. Moreover, even if we are able to maintain sufficient insurance coverage in the future, any successful claim could significantly harm our business, financial condition and results of operations.

Our commercial success depends significantly on our ability to develop and commercialize our products without infringing the intellectual property rights of third parties.

Our commercial success will depend, in part, on operating our business without infringing the trademarks or proprietary rights of third parties. Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

As an Emerging Growth Company under the Jobs Act, we are permitted to rely on exemptions from certain disclosures requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

●		have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

●		comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

●		submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

●		disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule

12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

As a “shell company” there will be a longer holder period and additional restrictions on an investor’s ability to sell his or her shares under Rule 144 of the Securities Act of 1933, as amended, and certain investors may not want to invest in the Company.

As a start-up company with limited operations we are a “shell company” as defined in Rule 12b-2 of the Exchange Act of 1934 (an issuer that has (A) no or nominal operations and (B) either (1) no or nominal assets; (2) assets consisting solely of cash and cash equivalents; or (3) assets consisting of any amount of cash and cash equivalents and nominal other assets). Companies which are a “shell company” are permitted to file a Form 8-K and provide the required disclosure under Item 5.06 at such time as their “shell company” status has ended. Shareholders who are issued unregistered shares of a company which is a “shell company” have longer holding periods and additional restrictions on being able to sell their shares under Rule 144 of the Securities Act of 1933, as amended; provided, however, Company shareholders who purchase any of the 8,000,000 registered shares in the offering described in this registration statement will not be subject to the holding periods under Rule 144 of the Securities Act of 1933, as amended. Also, a company which is a “shell company” is prohibited from making certain filings with the Securities and Exchange Commission, such as a Form S-8. Additionally, certain financing sources that would otherwise invest in the Company may not invest in the Company due to the Company being a “shell company”, or may deem the shares of such a company to be worth less than a company which is not a “shell company”. This could limit the Company’s ability to attract investors in this offering or in future offerings.

Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

Prior to this offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering, or, if developed, be sustained. We anticipate that, upon completion of this offering, the common stock will be eligible for quotation on the OTC OTCQB. If for any reason, however, our securities are not eligible for initial or continued quotation on the OTC OTCQB or a public trading market does not develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so and purchasers of our common stock may lose their entire investment if they are unable to sell our securities.

Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

●		innovations or new products and services by us or our competitors;
●		government regulation of our products and services;
●		the establishment of partnerships with other companies;
●		intellectual property disputes;
●		additions or departures of key personnel;
●		sales of our common stock
●		our ability to integrate operations, technology, products and services;
●		our ability to execute our business plan;
●		operating results below expectations;
●		loss of any strategic relationship;
●		industry developments;
●		economic and other external factors; and
●		period-to-period fluctuations in our financial results.

You should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We must raise at least 25% of the offering to pursue our business plan on a limited basis.

We have no alternative plan of operation if at least 25% of the shares offered herein are not sold. We plan to remain in business through third-party e-commerce sites or our website sales for as long as possible. Those investing in our common stock through this offering are taking substantial risk in that they may lose their entire investment if we do not sell at least 25% of the shares offered (See Use of Proceeds).

Investors purchasing common Stock prior to our 25% ( $40,000 net after offering cost of $20,000 ) threshold of the offering may lose their entire investment.

We may fail and cease operations all together if 25% or $60,000 of common stock is not sold. Therefore, investors who purchase stock at the beginning of our offering are at greater risk of losing their entire investment than those investing after the 25% threshold is made.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

The offering has no escrow, and investor funds may be used on receipt. There is no escrow of any funds received by us in this offering, and any funds received may be used by us for any corporate purpose as the funds are received.

We intend to use the money raised in this offering as detailed in “Use of Proceeds” section of this prospectus. However, our management has the discretion to use the money as it sees fit, and may diverge from using the proceeds of this offering as explained herein. The use of proceeds may not be used to increase the value of your investment.

Because FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock, investors may not be able to sell their stock should they desire to do so.

In addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

Because state securities laws may limit secondary trading, investors may be restricted as to the states in which they can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold in this offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Because we will be subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

If our shares are quoted on the OTC OTCQB, we will be required to remain current in our filings with the SEC and meet other obligations, the failure of which could risk us to removal from the quotation service.

There is no guarantee that our common stock will ever be quoted on the OTC OTCQB. However, in the event that our shares are quoted on the OTC OTCQB, we will be required to remain current in our filings with the SEC and, for eligibility on the OTCQB, we must maintain a stock price above $0.01 per share and pay annual dues. In the event that we become delinquent in these requirements, we may be relegated to an inferior quotation service or quotation of our common stock could be terminated. If our shares are not eligible for quotation on the OTC OTCQB, investors in our common stock may find it difficult to sell their shares.

Because purchasers in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock, you may experience difficulty recovering the value of your investment.

Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering. The dilution experienced by investors in this offering will result in a net tangible book value per share that is less than the offering price of $0.03 per share. Such dilution may depress the value of the company’s common stock and make it more difficult to recover the value of your investment in a timely manner should you chose sell your shares.

Because Keith McCulloch has anti-dilution rights, investors in this offering will experience dilution of their ownership interest in the Company from the issuance of additional shares to him, and any future investors will also experience such dilution.

Keith McCulloch, who is a director and shareholder of the Company, has a right to receive additional shares at no additional cost to him to maintain his 10% ownership interest in the Company. The Company will issue Mr. McCulloch 1.11111 shares of common stock for each 10 shares of common stock sold in the offering, and these shares will be issued for no additional consideration paid by Mr. McCulloch. For example, if the Company issues all 8,000,000 shares in the offering, the Company will issue Mr. McCulloch 888,888 additional shares of common stock at no additional cost to Mr. McCulloch. The issuance of these additional shares will result in further dilution of investor’s shares.

Also, if the Company issuances additional shares of Company stock in the future after the offering, the Company will be obligated to issue Mr. McCulloch additional shares to allow him to maintain his 10% ownership interest in the Company, and these shares will be issued to Mr. McCulloch for no additional consideration to be paid by Mr. McCulloch. The issuance of these additional shares would result in further dilution to Company shareholders, including the investors in the offering. Additionally, this obligation by the Company to issue Mr. McCulloch additional shares for no additional consideration may be viewed negatively by future potential investors and result in the inability of the Company to sell additional shares, or cause the Company to sell those shares at a discounted value.

If we undertake future offerings of our common stock, purchasers in this offering will experience dilution of their ownership percentage.

Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold. In the future, we may be required to seek additional equity funding in the form of private or public offerings of our common stock. In the event that we undertake subsequent offerings of common stock, your ownership percentage, voting power as a common shareholder, and earnings per share, if any, will be proportionately diluted. This may, in turn, result in a substantial decrease in the per-share value of your common stock.

Because you will receive paper stock certificates for purchasing shares in this offering, some investors may find it difficult to liquidate their holdings.

Once you have purchased shares in this offering, we will issue you a paper stock certificate. It may be difficult depositing your paper stock certificates stock into your brokerage account. Many brokers restrict or deny paper certificate deposits. At the same time, most penny stocks are not eligible for electronic (DWAC or DRS) deposit through DTC, so you will not be able to electronically deposit your shares. As such, you may find it difficult to liquidate your shares in our company.

The failure to comply with governmental regulations could delay or limit the introduction of our proposed products and result in failure to achieve revenues or maintain ongoing business.

The distribution and marketing of our intended products are subject to regulation for safety by government authorities in the U.S. and abroad.

Any failure to comply with any applicable regulations could delay or the sale of our products which could have a material adverse effect on our Company.

We depend and will depend on third-party contractors for a substantial portion of our operations and may not be able to control their work as effectively as if we performed these functions ourselves.

We intend to outsource substantial portions of our operations to third-party service providers. Any contractor that we retain will be subject to FDA and foreign regulatory requirements and sim

Global Cosmetics Inc. S-1/A