SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM S-1


REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Wheelchair ADL Solutions Corporation

(Exact name of Registrant as specified in its charter)


Nevada

8731

45-2596371

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code)

(I.R.S. Employer Identification No.)


1324 N. Liberty Lake Rd. #169

Liberty Lake, WA 99019

Telephone:  509-995-5250

Facsimile:  509-210-3260

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

 

Matthew Allen

1324 N. Liberty Lake Rd. #169

Liberty Lake, WA 99019

Telephone:  509-995-5250

(Name, Address, and Telephone Number for Agent of Service)


Copies of all communications to:


VINCENT & REES, L.C.

Attn:  David Rees

175 South Main St., 15th Floor

Salt Lake City, UT 84111

Telephone:  801-303-5730

Facsimile:  801-355-5005


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, please check the following box:   X .


If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, 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(d) under the Securities Act, 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.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .







Calculation of Registration Fee


Title of Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Aggregate Price Per Share

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Common Stock Issued and Outstanding to be registered as part of a Secondary Offering by certain Selling Security Holders (as hereinafter defined) (1) 

2,013,000

$0.10(2)

$ 201,300

$ 23.07

Newly Issued Common Stock to be registered as part of a Primary Offering (as hereinafter defined)

5,000,000

$0.25(2)

$1,250,000

$ 143.25

Total

7,013,000

 

$ 1,451,300

$ 166.32


(1)  

Represents common shares currently outstanding to be sold by the Selling Security Holders.


(2)  

There is no current market for the securities. Although the registrant‚ common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock, in good faith and for purposes of the registration fee. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.


The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.  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 said Section 8(a), may determine.




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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE (WHEELCHAIR ADL SOLUTIONS CORPORATION) MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS 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.


PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED December___, 2011


Wheelchair ADL Solutions Corporation


5,000,000 Shares of Common Stock, par value $0.001, being sold pursuant to the Primary Offering

2,013,000 Shares of Common Stock being offered at $0.10 per share, by the Selling Shareholders

 

 

Per Share

Sale Total

Public Offering Price

$ 0.25

$ 1,250,000

Underwriting Discounts and Commissions

$ 0.00

$ 0.00

Proceeds to Wheelchair ADL Solutions Corporation

$ 0.25

$ 1,250,000


This prospectus relates to the sale of 5,000,000 shares of common stock, par value $0.001, of Wheelchair ADL Solutions Corporation (referred to herein as the “Company” or “ADL”), at a price of $0.25 on a best efforts basis (the “Primary Offering”).    This offering terminates 24 months after commencement of this offering on _____, 2013.  This is the initial offering of common stock of the Company.  The Company is offering the shares on a self-underwritten, “best efforts” basis directly through its officer and director, Mr. Matthew Allen.  There is no minimum amount of common shares required to be purchased and, therefore, the total proceeds received by the Company might not be enough to begin operations or a market may not develop.  No commission or other compensation related to the sale of the shares will be paid.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.


In addition, there are 2,013,000 shares being registered by the Selling Security Holders (the “Secondary Offering”).  The Selling Security Holders will be offering their shares of common stock at a price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.  The total number of shares registered in this registration statement is 7,013,000.  The Company will not receive any of the proceeds from the sale of shares being sold by the Selling Security Holders.  No underwriting arrangements have been entered into by any of the Selling Security Holders.  The Selling Security Holders and any intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act") with respect to the securities offered and any profits realized or commissions received may be deemed underwriting compensation.


There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the Over-The-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”), for our common stock to eligible for trading on the Over-The-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.  


Investing in our securities involves a high degree of risk. See Risk Factors‚ beginning on page 8.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The Selling Security Holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


The date of this prospectus is December ____, 2011



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Table of Contents


 

Page

 

 

Prospectus Summary

5

Risk Factors

8

Risk Factors Relating to Our Company

8

Risk Factors Relating to Our Common Stock

11

Risk Factors Associated with this Offering

13

The Offering

14

Use of Proceeds

14

Determination of Offering Price

15

Dividend Policy

15

Market for our Common Stock

16

Forward Looking Statements

16

Dilution

16

Selling Security Holders

17

Management, Discussion and Analysis of Financial Condition and Results of Operation

18

Description of Business

19

Description of Property

22

Directors, Executive Officers, Promoters, and Control Persons

23

Executive Compensation

25

Security Ownership of Certain Beneficial Owners and Management

26

Plan of Distribution

26

Certain Relationships and Related Transactions

29

Description of Securities

29

Shares Eligible for Future Sales

30

Legal Matters

31

Experts

31

Changes in and Disagreements with Accountants

31

Where You Can Find More Information

31

Financial Statements

F-1

Other Expenses of Issuance and Distribution

II-1

Disclosure of SEC Position on Indemnification for Securities Act Liabilities

II-1

Recent Sale of Unregistered Securities

II-1

Exhibits

II-2

Undertakings

II-2

Signatures

II-3



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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The Selling Security Holders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.


PROSPECTUS SUMMARY


Except as otherwise indicated, as used in this prospectus, references to the “Company,” “ADL,” “we,” “us,” or “our” refer to Wheelchair ADL Solutions Corporation and its wholly-owned subsidiaries.


The following summary highlights selected information contained in this prospectus, and it may not contain all of the information that is important to you. Before making an investment decision, you should read the entire prospectus carefully, including “Risk Factors” and our consolidated financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus.


Corporate Background


Wheelchair ADL Solutions Corporation was incorporated under the laws of the State of Nevada on November 10, 2011.  We are a development stage company.  From our inception to date, we have generated limited revenues, and our operations have been limited to organizational, start-up, and capital formation activities.  We currently have one employee.  Our plan of operation is to distribute Activities of Daily Living accessories for wheelchairs and other assisted living devices.  We intend to offer these products as an alternative to standard devices already in the market. To date, we have conducted market research regarding facilities that manufacture assisted living devices.  We have also conducted preliminary market research of competing products in our target markets.


Our auditors have issued an audit opinion, which includes a statement describing their doubts about whether we will continue as a going concern. In addition, our financial status creates substantial doubt whether we will continue as a going concern.


Where You Can Find Us


Our offices are currently located at Wheelchair ADL Solutions Corporation, #169 – 1324 N. Liberty Lake Rd., Liberty Lake, WA 99019.  Our telephone number is 509-228-8293, and our Website is http://wheelchairadlsolutions.com.





5




Summary of the Offering


Securities being registered by the Selling Security Holders:

2,013,000 shares of common stock

 

 

Offering price:

$0.10 per share until a market develops and thereafter at market prices or prices negotiated in private transactions

 

 

Newly issued common stock being registered pursuant to the Primary Offering:

5,000,000 shares of common stock

 

 

Offering price:

$0.25

 

 

Number of shares outstanding prior to the offering:

 11,013,000 shares of common stock

 

 

Number of shares outstanding after the offering:

 16,013,000 shares of common stock

 

 

Market for the common stock:

There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-The-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

 

There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

 

 

Use of proceeds:

We will receive approximately $1,250,000 in proceeds from the sale of shares in the Primary Offering.  We will receive none of the proceeds from the sale of shares by the Selling Security Holders. See “Use of Proceeds” for a more detailed explanation of how the proceeds from the Primary Offering will be used.

 

 

Risk Factors:

See “Risk Factors‚” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 

 

Subscriptions:

Subscriptions are to be made payable to:

Wheelchair ADL Solutions Corporation

1324 N. Liberty Lake Rd. #169

Liberty Lake, WA 99019




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Summary Financial Information


 

 

As of

 

 

 

November 30,

 

 

 

2011

 

 

 

(Audited)

 

Balance Sheet Items-

 

 

 

Cash and cash equivalents

 

$

1405

 

 

 

 

 

 

Total current assets

 

$

1405

 

 

 

 

 

 

Total assets

 

$

1405

 

 

 

 

 

 

Accounts payable

 

$

2200

 

 

 

 

 

 

Accrued liabilities

 

$

0

 

 

 

 

 

 

Loan from stockholder

 

$

0

 

 

 

 

 

 

Total current liabilities

 

$

2200

 

 

 

 

 

 

Stockholders' equity

 

$

795

 


 

 

Period Ended

 

 

 

 

 

November 30,

 

Cumulative

From

 

 

 

2011

 

Inception

 

 

 

(Audited)

 

(Audited)

 

Statements of Operations items-

 

 

 

 

 

Revenues

 

$

639

 

$

639

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$

112,225

 

$

112,225

 

 

 

 

 

 

 

 

 

Other income (expense)

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(112,095

)

$

(112,095)

 

 

 

 

 

 

 

 

 

(Loss) per common share - Basic and Diluted

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

 

 

10,050,650

 

 

 

 

 



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RISK FACTORS


An investment in our common stock is highly speculative and involves a high degree of risk.  Therefore, you should carefully consider the following factors and other information in this prospectus before deciding to invest in our company.  If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer.  As a result, you could lose all or part of your investment.  You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.


Risk Factors Relating to Our Company


1.  We are a development stage company with very limited operating history and may never be able to effectuate our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.


We are subject to all of the risks inherent in the establishment of a new business enterprise. Our Company was established on November 10, 2011. Although we have begun initial investigations into the wheelchair accessory industry, we may not be able to successfully implement our business objectives. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business. We have generated limited revenues to date. Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new business, and our Company is a highly speculative venture involving a high degree of financial risk.


2.  We expect losses in the future because we have insufficient revenue to offset losses.


As we have limited revenue, we are expecting losses over the next 12 months because we do not have sufficient revenues to offset the expenses associated with the development and implementation of our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.


3.  We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.


We have not yet established an ongoing source of revenues. Furthermore, we anticipate generating losses for the next 12 months. These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period November 10, 2011 to November 30, 2011. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.


4.  We will rely on third parties to develop, produce, package, sell, and market our products, which may place us at a competitive disadvantage.

 

We intend to retain third party firms. We plan to locate and enter into agreements with one or more manufacturing companies that currently manufacture wheelchair accessories. We also plan to locate and enter into agreements with distributors for the sale of our products, and eventually with third party logistics providers to provide order fulfillment services. We also plan to locate and enter into an agreement with a web developer for the purpose of re-developing our website for direct sales of our products to consumers. As a result, we expect to be dependent on those third party firms that we engage. There is no assurance that we will be able to enter into contracts with any such third parties on terms that are favorable to us. If any of our third party contractors’ breaches the contract or does not have the ability, for financial or other reasons, to perform its obligations, we may not be able to implement our business plan. Our reliance on third parties may place us at a competitive disadvantage.


5.  If we are unable to obtain additional funding, our business operations will be harmed.


We will require additional funds to implement our business plan. We anticipate that we will require a minimum of $1,250,000 to fund our planned activities for the next twelve months. We hope to raise this capital through the sale of our securities. If we are unable to raise the required capital, our ability to grow will be restricted and our ability to continue to conduct business operations will be harmed. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans, which could cause the Company to become dormant. Furthermore, any additional equity financing may involve substantial dilution to our then existing shareholders.



8




6.  We may not be able to compete with current and potential competitors, some of who have greater resources and experience than we do.


We may not have the resources to compete with our existing competitors or with any new competitors. We intend to compete with many providers of wheelchair accessories all of which have significantly greater personnel, financial, and managerial resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.


Moreover, as the demand for wheelchair accessories increases, new companies may enter the market and the influx of added competition will pose an increased risk to our Company. Increased competition may lead to price wars, which would harm us since we would be unable to compete with companies with greater resources. In addition, increased competition and increased demand may create a stress on the wheelchair accessories manufacturers, output capabilities, which may lead to increased prices, which would also harm our ability to compete in the wheelchair accessories market.


7. Since our officers and directors may work or consult for other companies, their other activities could slow down our operations.


Our officers and directors are not required to work exclusively for us and do not devote all of their time to our operations. Presently, our officers and directors allocate only a portion of their time to the operation of our business. Since our officers and directors are currently employed full-time elsewhere, they are able to commit to us only up to 3-6 hours a week. Therefore, it is possible that their pursuit of other activities may slow our operations and reduce our financial results because of the slow-down in operations.


8. We need to retain key personnel to support our business and ongoing operations.


The development of our business and the marketing and sale of our products will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers and the engagement of key employees and contractors who have critical industry experience and relationships that we rely on to implement our business plan. The loss of the services of any of our officers or the lack of availability of other skilled personnel would negatively impact our ability to develop our company and to market and sell our intended products, which could adversely affect our financial results and impair our growth.


9. Because Mr. Allen has no experience in running a company that sells wheelchair accessories products, they may not be able to successfully operate such a business, which could cause you to lose your investment.

 

We are a start-up company and we intend to market and sell our wheelchair accessories products. Mr. Allen, our current officer, have effective control over all decisions regarding both policy and operations of our company with no oversight from other management. Our success is contingent upon these individuals' ability to make appropriate business decisions in these areas. It is possible that their lack of relevant operational experience could prevent us from becoming a profitable business and an investor from obtaining a return on his investment in us.


10. The wheelchair accessories industry is subject to the risk of highly volatile price swings.


Fossil fuels and metals are needed for the production of wheelchair accessory products. Even though product production is considered more efficient than traditional plastic production in terms of the use of fossil fuels in the manufacturing process, the wheelchair accessories industry remains dependent on the availability of fossil fuels. Due to the rising costs of petroleum rising on a daily basis and the unstable global oil market, any company relying on fossil fuels as main components of their operating expenses is subject to the risk of highly volatile price swings. Because traditional plastic manufacturing companies use state of the art technology to produce products and purchase petroleum in mass quantities, they are able to keep their costs stable. Any rise in the price petroleum will cause us to incur additional expenses. Thus, we could see retail price jumps in the wheelchair accessories creating volatile price swings.


11. We could be subject to significant and costly product liability claims.

 

We could be subject to significant product liability claims if the products we sell cause injury or illness. We do not have liability insurance with respect to product liability claims. The costs associated with product liability claims and product recalls could significantly reduce our operating results.



9




12. Our executive officers own a majority of the outstanding shares of our common stock, and other stockholders may not be able to influence control of the company or decision-making by management of the company.


Our executive Officers presently own, in the aggregate, 90.8% of our outstanding common stock. As a result, our executive officers have substantial control over all matters submitted to our stockholders for approval including the following matters: election of our Board of Directors; removal of any of our directors; amendment of our Articles of Incorporation or bylaws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. Other stockholders may consider the corporate decisions made by our executive officers to be inconsistent with the interests of these stockholders. In addition, other stockholders may not be able to change the directors and officers, and are accordingly subject to the risk that management cannot or will not manage the affairs of the company in accordance with such stockholders‚wishes.


13. Because wheelchair accessories are made from metals and fossil fuels, we face the risk of interruption of supply or increase in costs, which would harm our business and results of operation.


It is estimated that 50% of wheelchair accessories products produced are made from plastics.  As a result, we face the risk of interruption of supply or increase in cost. The competition for plastics could be intense, and we may not be able to compete effectively against other purchasers who have higher volume requirements or more established relationships. Even if suppliers have adequate supplies of plastics to produce products, they may be unreliable in meeting delivery schedules, experience their own financial difficulties, provide products of inadequate quality, or provide them at prices, which reduce our profit. Any problems that our manufacturers face with regard to the supply of plastics can be expected to affect our ability to source products, which could have a material adverse effect on our financial condition, business, results of operations, and continued growth prospects.


14. Establishing a new brand requires effective marketing and product placement, which may take a long period of time.

 

Our principal business strategy is to develop our brand name as a respected brand associated with the highest quality wheelchair accessory products.   The marketing of our intended product is highly dependent on creating favorable consumer perception.  We have minimal advertising experience.   Competitors have significantly greater advertising resources and experience and enjoy well-established brand names.  There can be no assurance that our initial advertising and promotional activities will be successful in creating the desired consumer perception.


15. Our Growth Plan is based upon Management’s projection of what may happen in the future, and such predictions may not occur. Actual results may differ materially.


Our growth plan is based upon Management's projections of estimated available cash flow, expenses, revenue, revenue over profit, earnings before interest, taxes and depreciation, sales cycle time and other measures of projected economic performance. These projections are made in Management's view of what may happen in the future, and are not based upon historical projections.


16. We will incur increased costs as a result of being a public company.


If we are able to become a public company, we will incur significant legal, accounting and other expenses. We expect the laws, rules and regulations governing public companies to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.


17. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.


New or changed 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, which may result in additional expenses. While there is limited regulation of our business at the state and federal level, any change to such regulation could adversely affect our business. Our clients are often regulated, and their ability to pay us or our ability to provide services may be impacted by changes in regulation.  We are committed to maintaining high standards of corporate governance and public disclosure. As a result, 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 time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our business may be materially impacted and our reputation may be harmed.



10




Risks Relating To Our Common Stock


18. We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value.


Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.001 per share, of which 11,013,000 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

19. Our common shares are subject to the "Penny Stock" Rules of the SEC, and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.


The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:


·

That a broker or dealer approve a person’s account for transactions in penny stocks; and

·

The broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quality of the penny stock to be purchased.


In order to approve a person's account for transactions in penny stocks, the broker or dealer must:


·

Obtain financial information and investment experience objectives of the person; and

·

Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:


·

Sets forth the basis on which the broker or dealer made the suitability determination; and

·

That the broker or dealer received a signed, written agreement from the investor prior to the transaction.


Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.


Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


20. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.


There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-The-Counter Bulletin Board after the registration statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-The-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

 



11




21. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.


Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the 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 liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.


22. Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.


We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.


23. We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.


Our Articles of Incorporation authorizes us to issue up to 5,000,000 shares of "blank check" preferred stock. Accordingly, our Board of Directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.


24.

We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.


We have financed our operations, and we expect to continue to finance our operations, acquisitions and develop strategic relationships, by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of stock to decline.


25.

Legal costs are projected to increase.


There are presently no legal actions pending against the Company or to which it or any of its property are subject, nor to its knowledge are any such proceedings contemplated. In the event there was any such legal action, there would be costs of defense that would be variable. The Company anticipates a general increase in legal counsel cost going forward due to the increased compliance costs of running a public company and the legal work that may be necessary for implementing the Company’s business plan of expansion.


26.

Risks related to financial projections.


The financial projections contained in this Prospectus are based on certain assumptions and estimates and, although the Company believes there is a reasonable basis for the assumptions and estimates upon which the projections are based, there can be no assurance that the revenues stated therein will be attained or that expenses will not be higher than estimated.  Much of the information contained in the projections is based on assumptions and estimates that are subject to variations that could be beyond the control of the Company and could have a substantially adverse effect on the performance and profitability of the Company. Accordingly, no representation is or can be made as to the future operations or the amount of any future income or loss of the Company. In addition, the projections were prepared by management and have not been reviewed by any independent certified public accountant.  Each investor should consult his own attorney, accountant or other advisors concerning an investment in the Company.



12




27.

Arbitrary offering price.


The offering price of $0.25 per share of common stock was arbitrarily determined by the Company and is unrelated to specific investment criteria, such as the assets or past results of the Company’s operations.  In determining the offering price, the Company considered such factors as the prospects, if any, of similar companies, the previous experience of management, the Company’s anticipated results of operations, and the likelihood of acceptance of this offering.  Please review any financial or other information contained in this offering with qualified persons to determine its suitability as an investment before purchasing any shares in this offering.


28.

There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002 in the event we become a fully reporting company.


While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404a of the Sarbanes-Oxley Act of 2002. Under the supervision and with the participation of our management, we have evaluated our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls, as required by Section 404a of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404a. As a result, we have incurred additional expenses and a diversion of management’s time. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.


Risks Associated with this Offering


29.

There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.


The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on management’s estimate of the value of the shares.  This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.


30.

Investors may never receive cash distributions which could result in an investor receiving little or no return on his or her investment.


Distributions are payable at the sole discretion of our board of directors. We do not know the amount of cash that we will generate, if any, once we have more productive operations. Cash distributions are not assured, and we may never be in a position to make distributions.


31.

Even if a market develops for our shares, our shares may be thinly traded with wide share price fluctuations, low share prices and minimal liquidity.


If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including: potential investors’ anticipated feeling regarding our results of operations; ·increased competition; and our ability or inability to generate future revenues.


In addition, if our shares are quoted on the Over-The-Counter Bulletin Board, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the Over-The-Counter Bulletin Board, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.



13




32.

We anticipate the need to sell additional authorized shares in the future.  This will result in a dilution to our existing shareholders and a corresponding reduction in their percentage ownership in the Company.


We may seek additional funds through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.  The sale of additional stock to new shareholders will reduce the ownership position of the current shareholders.  The price of each share outstanding common share may decrease in the event we sell additional shares.


THE OFFERING


This prospectus relates to the sale of 5,000,000 shares of common stock, par value $0.001, of the Company at a price of $0.25 on a best efforts basis. This offering terminates 24 months after commencement of this offering.  This is the initial offering of common stock of the Company.  The Company is offering the shares on a self-underwritten, “best efforts” basis directly through its officer and director, Mr. Matthew Allen.  There is no minimum amount of common shares required to be purchased and, therefore, the total proceeds received by the Company might not be enough to begin operations or a market may not develop.  No commission or other compensation related to the sale of the shares will be paid.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.


In addition, there are 2,013,000 shares being registered by certain Selling Security Holders of the Company. 1,000,000 of such shares were issued to the founder and were valued at $.001, as there was no immediate market for those shares and their value was considered equivalent to the incorporation and development costs incurred by the founder.  The remainder of such shares were offered and sold by us at a purchase price of $0.10 per share to the Selling Security Holders in private placements conducted November 10, 2011 through November 30, 2011 pursuant to the exemptions from registration under the Securities Act provided by Regulation S of the Securities Act. As of November 30, 2011, the Company had subscribed the private placement and raised $1,300 in gross proceeds.


The Selling Security Holders will be offering the shares of common stock being covered by this prospectus at a price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.  The Company will not receive any of the proceeds from the sale of shares being sold by the Selling Security Holders.  No underwriting arrangements have been entered into by any of the Selling Security Holders.  The Selling Security Holders and any intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act with respect to the securities offered and any profits realized or commissions received may be deemed underwriting compensation.


USE OF PROCEEDS


We will receive approximately $1,250,000 worth of the proceeds from the sale of the common shares being offered for sale by the Company.



14




We anticipate that the net proceeds of the Offering will be used primarily to increase revenues by allowing us to use.  the proceeds to increase our sales force, increase our marketing, advertising and publicity efforts, increase salaries and consulting fees, initiate promotion to vendors to engage in contracts, and initiate the process of taking the company public via the Over-The-Counter Bulletin Board and other general administrative expenses. The precise amounts that the Company will devote to its programs will vary depending on numerous factors, including but not limited to, the progress and results of its research and assessments as to the market potential of its proposal to develop the business.  In the event that we sell less than the maximum shares in this offering, the priorities for use of the proceeds are to file a Registration Statement and associated fees with the filing of the Registration Statement and becoming a publicly traded company.


The Company anticipates that the estimated $1,250,000 gross proceeds from the Maximum Offering will enable it to fund its operating entity and other capital needs for the next fiscal year. In the event that the Maximum Offering is not completed, the Company will be required to seek additional financing. There can be no assurance that additional financing will be available when needed and, if available, will be on terms acceptable to the Company.


Table of Use of Proceeds


A breakdown of the use of these proceeds is presented below:


Registration Statement and fees associated with becoming a publicly traded company

$

50,000

  

Hiring of Key Employees

$

250,000

  

Marketing Sales and Advertising

$

500,000

  

Working Capital

$

300,000

  

Inventory

$

150,000

  

Total

$

1,250,000

  


DETERMINATION OF OFFERING PRICE


The Selling Security Holders will be offering the shares of common stock being covered by this prospectus at a price of $0.10 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.  In determining the Primary Offering price of the shares we considered several factors including:


·

Our start-up status;

·

Prevailing market conditions, including the history and prospects for the industry in which we compete;

·

Our future prospects; and

·

Our capital structure.


Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock.  You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.   Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share.  Because we have no significant operating history, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us.  No valuation or appraisal has been prepared for our business and potential business expansion.  Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.  You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.


DIVIDEND POLICY


We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future.  Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors.  There are no contractual restrictions on our ability to declare or pay dividends.  Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates.  You should not purchase our common stock expecting to receive cash dividends.  Since we do not pay dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment.  Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations.  In addition, because we do no pay dividends, we may have trouble raising additional funds which could affect our ability to expand our business operation.   



15




MARKET FOR OUR COMMON STOCK


Market Information 

 

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority, FINRA for our common stock to be eligible for trading on the Over-The-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. 


We have issued 11,013,000 common shares since the Company’s inception on November 10, 2011, all of which are restricted shares.  See "Certain Relationships and Related Transactions" section below regarding these shares.  There are no outstanding options or warrants or securities that are convertible into shares of common stock.

 

Holders 

 

We had 15 holders of record for our common shares as of November 30, 2011.

 

Securities Authorized for Issuance under Equity Compensation Plans 

 

We do not have any compensation plan under which equity securities are authorized for issuance.


Dividends 

 

Please see “Dividend Policy” above.


FORWARD-LOOKING STATEMENTS


Information included or incorporated by reference in this prospectus may contain forward-looking statements.  This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

 

This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our technology, (c) the regulation to which we are subject, (d) anticipated trends in our industry and (e) our needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Prospectus generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur.

    

Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in the prospectus, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.


DILUTION


We have a negative net tangible book value of ($0.0001) per share of our common stock. If you invest in our common stock, you will experience immediate and substantial dilution to the extent of the difference between the public offering price per shares of our common stock, and the pro forma net tangible book value per shares of our common stock immediately after the offering.


The founder acquired shares at an average cost of $0.001 per share (par value), whereas outside investors will pay a price of $0.25 per share. Further, the net tangible book value per share after the offering but prior to any new offerings is $0.0778 per share. Therefore, outside Investors participating in this offering will incur immediate substantial dilution of their investment insofar as it refers to the resulting per share net tangible book value of the Company's Common Stock after completion of this Offering. The following table illustrates dilution to investors on a per share basis:



16




  

Maximum Offering

  

Offering price per share

$

0.25

  

Net tangible book value per share before offering

$

(0.0001)

  

Increase per share attributable to investors

$

0.0778

  

Pro forma net tangible book value per share after offering

$

0.0778

  

Dilution per share to investors

$

0.1722

  


SELLING SECURITY HOLDERS


The following table sets forth the shares beneficially owned, as of November 30, 2011, by the Selling Security Holders prior to the offering contemplated by this prospectus, the number of shares each Selling Security Holder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold.


Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.


None of the Selling Security Holders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the Selling Security Holders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the Selling Security Holders at a purchase price of $0.10 per share in a fully subscribed private placement made November 10, 2011 through November 30, 2011 pursuant to the exemption from the registration under the Securities Act provided by Regulation S of the Securities Act.


The percentages below are calculated based on 11,013,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.


Name of Selling

Security Holder

 

Common Shares owned by the Selling Security Holder

Number of Shares Offered

by Selling Security Holder

Number of Shares and Percent

of Total Issued and Outstanding

Held After the Offering (1)

Last name

First name

 

 

# of Shares

% of Class

Cummings

Phyllis

1,000

1,000

0

0

Chandler

Chase

1,000

1,000

0

0

Allen

Matthew

1,000

1,000

0

0

Larson

Karen

1,000

1,000

0

0

Palmer

Carrie

1,000

1,000

0

0

Palmer

Heather

1,000

1,000

0

0

Palmer

Kristen

1,000

1,000

0

0

Morgan

Mary

1,000

1,000

0

0

Allen

Mary

1,000

1,000

0

0

Larson

Mike

1,000

1,000

0

0

Allen

Heather

1,000

1,000

0

0

Gotham Capital Inc.

 

500,000

500,000

0

0

Rees

David

1,000

1,000

0

0

Jones

Callie

1,000

1,000

0

0

Regall Holdings LLC

 

10,000,000

1,000,000

9,000,000

56.2%

Rees

David

500,000

500,000

0

0

 

 

 

 

 

 

 

 

11,013,000

2,013,000

 

 


* Represents less than one percent of the total number of shares of common stock outstanding as of the date of this filing.



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(1) Assumes all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during this offering period. Based on 11,013,000 shares of common stock issued and outstanding as of November 30, 2011.


We may require the Selling Security Holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FISCAL CONDITION AND RESULTS OF OPERATION


The following discussion of our plan of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” beginning on page 8 of this prospectus. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.


Overview


We have not generated any revenue since our inception.  We are a development stage company with limited operations.  Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months. 


Plan of Operation


We have had minimal revenues since our inception on November 10, 2011. Over the next twelve months we intend to create a customer base for Wheelchair ADL Solutions Corporation in assisted living conscious retail locations and health professional operators.  The majority of our current funds will be used to operate our business for the first 6 months. We plan to seek to raise an additional $1,250,000 to help market our products, create market awareness and build a customer base.  At the present time, however, we have not made any arrangements to raise additional cash.  We may seek to obtain the funds we need through a second public offering, private placement of securities or loans.  Other than as described in this paragraph, we have no other financing plans at this time.


Our objective is to purchase components from manufacturers and assemble for distribution to both retail and health industry customers.  We intend to purchase and distribute both a private label line and our own branded products. The Company plans to store the minimal inventory and ship to retail and industry customers.  Ultimately the plan is to become an industry leader in the marketing and reselling of wheelchair accessories first in North America, and eventually globally.


We plan to sign purchasing agreements with manufacturers, which will take into account a reduced price based on order quantities. We plan on negotiating volume-based contracts with suppliers.  Thus, as sales increase, we hope that our purchase price per unit will decrease.  We intend to purchase only from suppliers that commit to adhere to our packaging requirements; suppliers must have the ability to source their own materials for the printing of the packages.  It is our intent to order from manufacturers that can provide us with all of our product/service needs.  Such facilities will be responsible for sourcing, printing, and packaging materials, and for shipping the finished products to our customers.


In the event that due to stock outages only products with generic packaging are available to purchase, we intend to receive a discount for non-branded products.  In such a scenario, we may ship the products to third party vendors for re-branding or have the supplier re-brand the products.  Costs may increase slightly for these scenarios.


Activities to Date


Wheelchair ADL Solutions Corporation was incorporated under the laws of the State of Nevada on November 10, 2011.  We are a development stage company.  From our inception to date, we have minimal revenues to date, and our operations have been limited to organizational, start-up, and capital formation activities.  We currently have no employees.  To date we have conducted market research regarding wheelchair accessories sold in North America. We have also conducted preliminary market research of competing products in our target markets.



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Results of Operations


During the period from November 10, 2011 (date of inception) through November 30, 2011, we incurred a net loss of $(112,095). This loss consisted primarily of incorporation costs and administrative expenses.  Since inception, we have sold 10,002,000 shares of common stock to our directors.


Purchase or Sale of Equipment


We do not expect to purchase or sell any plant or significant equipment.


Revenues


We had minimal revenues for the period from November 10, 2011 (date of inception) through November 30, 2011.  We believe that we will be able to commence the marketing and distribution of our products in the end of the first fiscal quarter of 2012.


Liquidity and Capital Resources


Our balance sheet as of November 30, 2011 reflects assets of $1,405.  Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date.


We anticipate generating losses and, therefore, may be unable to continue operations in the future.  If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us.  We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.


Recently Issued Accounting Pronouncements


We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.


Seasonality


We do not expect our sales to be impacted by seasonal demands for our products and services.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements.


DESCRIPTION OF BUSINESS


Wheelchair ADL Solutions Corporation was incorporated under the laws of the State of Nevada on November 10, 2011.  The company is in the development stage of its business launch.  From inception to date, we have generated limited revenues, and our operations have been limited to start-up, product development and capital formation activities.  Currently there are no employees other than an officer, who is also our sole director.


The address of our principal executive office is:


Wheelchair ADL Solutions Corporation

Attention: Mr. Matthew Allen

1324 N. Liberty Lake Rd. #169

Liberty Lake, WA 99019


Our telephone number is 509-228-8293.


Our website can be viewed at www.wheechairadlsolutions.com.



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Business Objective


The Company’s purpose is to distribute and sell for profit wheelchair and healthcare mounts for aiding individuals with disabilities. Our mounts will employ a quick release technology that makes it easy for the user to adjust, position, or remove the activities of daily living device.  We will source and fabricate the components from United States’ companies and sell in North America, Europe and Asia.  Our products will be more affordable and greatly expand upon the limited offerings that are available today.


Wheelchair ADL Solutions Corporation’s products will address and provide solutions to people with disabilities to give those individuals tools that can positively impact their lives.  Therapists like to think of it as an extra hand.  Wheelchair ADL Solutions Corporation’s mounts can be for work, daily subsistence or personal leisure.  What makes the products unique is we cater to the individual.  Our solutions will adjust the activities of daily living solutions to their “personal positional” needs.  A lot of solutions are rigid and inflexible and the client has to physically adjust their bodies to adapt to the aid device.  For example, a common tool used by therapist is a sling for an arm or shoulder injury.  The slings available today for wheelchairs mount directly on the arm in the direction of the arm.  This can create some real discomfort with some patients.  By utilizing our solution the client can adjust the sling to the angle that meets their needs.


Channel Strategy


Our channel strategy will have two stages. The first stage will happen during our start-up phase and we will proceed to the second stage as quickly as feasible.


Stage 1 – Start-up


To get the business started we will offer direct sales, continuing this sales approach until we have enough distribution to sustain our business.  We will also be aggressive at signing up distribution partners, which will be made up of healthcare practitioners and retail wheelchair outlets.  The length of this stage will again depend entirely on how quickly sales will ramp through the distribution channel.


Stage 2 – Sales Growth


Upon having enough distribution to become profitable, we will discontinue direct business and route all leads and sales through the distribution partners.


Distribution Partner Profile:


Wheelchair Marketplace

·

Wheelchair Retailers

·

Assistive Technology Professionals

·

Resellers of electronic equipment


Special Education/School Districts Suppliers

·

Sells to school districts

·

Sells assistive technology


Market Data


It is currently estimated that 1 out of every 100 United States citizens uses a wheelchair for some kind of mobility needs. This translates to approximately three million Americans who use wheelchairs and that number continues to grow. The growth of people using wheelchairs in the United States is due to several factors: just general population growth, veterans being disabled, baby boomers entering retirement age, and the growing obesity problems. Worldwide, it is estimated that between 100 and 130 million people need a wheelchair. Unfortunately only ten percent of that need is filled. Hence, approximately ten million people use wheelchairs worldwide. Annual sales in the United States are estimated at 1.33 billion, which is supplied by 175 wheelchair companies. Worldwide, the latest market figures indicate the wheelchair and scooter markets were at $3.2 billion in 2005 and are expected to grow to $7.4 billion by 2012. The annual growth rate the Company projects 10% and an initial market share of .25%. Source: Trends and Issues in Wheeled Mobility Technologies, Rory A. Cooper, Ph.D., and Rosemarie Cooper, M.P.T., A.T.P. Department of Rehabilitation Science and Technology - University of Pittsburgh And Human Engineering Research Laboratories VA Pittsburgh Healthcare System.



20




In regards to what we are offering, the market will be considered at its infancy stage.  Our strategy in our channel strategy will help this get started quickly because of the experience and market share our partners will bring.  Our channel strategy will translate into gaining significant market share because we are first to the market with many of our products and the overall quality of our solutions.


Marketing


Our marketing strategy will focus on creating awareness of our brand name and product offerings through corporate and channel marketing efforts when funded.  Below is a list of marketing techniques that we will employ as revenue provides or additional funding is completed.


We plan to participate in the following marketing activities:


1)

Press Release


2)

We plan on utilizing a press release announcing the official launch of Wheelchair ADL Solutions Corporation.


·

PR Newswire or similar services will be used for distribution of press releases.


3)

Social Media Marketing


4)

We plan on promoting our solutions to wheelchair users on social media tools will be very effective since the wheelchair community is somewhat tight because of their common bond.  The Company will develop a Twitter, Facebook and YouTube videos to promote our products.


5)

Website


We plan on implementing a professional update to our current website www.wheelchairadlsolutions.com, future upgrades will include the integration of e-commerce with the website and partners portal.

6)

Print


One of the most effective tools that will be utilized by our partners is an effective product catalog.  Most sales personnel that sell wheelchairs provide catalogs to their clients and additional accessories that they can purchase.


7)

Demo Kit


The Company will offer a deep discounted demo kit so our partners can setup our solutions in their showrooms and also physically to a show and tell for a client if they are interested in purchasing our products.  We may offer additional discount to partners who purchase a demo kit.  The demo kit will include the hardware to mount the popular iPad.


8)

Tradeshows


The strategy is to find specific vertical shows for our target markets.  In our case we would want to target a show that involves wheelchairs and rehab.  This marketing option will be planned on an ongoing basis.  To date we have attended one tradeshow called TBI in the Seattle, WA area (“TBI”).  TBI is a show that focused on solutions for people with brain injuries. The key for us at that show is we made contacts for division of vocational rehab of Washington and the Vancouver Senior center.


9)

Post Card Campaigns


10)

The objective of post card campaigns is to increase traffic to our website. The post card campaign will have a contest where a person is randomly chosen to win a mount and an activity of daily living attachment, such as a GPS system.


We will analyze the success of our marketing strategy by incorporating sales tracking on a weekly/monthly/quarterly basis and establishing trending so that our sales efforts will focus our selling strategy. The more successful sales forums will be targeted and penetrated, while the lower yielding selling arenas will not be ignored, but instead, strategies will be redesigned to exploit more effective methods of marketing.



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Competition


Wheelchair accessory market is underdeveloped.  Primarily the competition is made up of two types of companies:


1)

Companies that make computer mounting stations and an attachable desktop.  These companies are few in number.

2)

Wheelchair manufacturers themselves who have some accessories they offer with their wheelchairs.


In general, the industry lacks product offerings for attaching activities of daily living equipment.  Further, the user typically has to find an engineer or friend who can fabricate a custom designed solution for them.


The one company that stands out today in regards to competition is a company named Daessy.  This company is over 20 years old, and has focused on providing desktops and computer mounting for wheelchairs.  Our competitive edge will be the plethora of attachments that we will offer, our lower cost, and the ease of use of our technology.  


Expenditures


We have had limited revenues since our inception in November, 2011. Over the next 12 months, Wheelchair ADL Solutions Corporation intends to create a customer base through our marketing efforts and channel strategy. The majority of our current funds will be used to operate our business for the first six months. We seek to raise an $1,250,000 to help market our products, create market awareness, and build a customer base.


The following chart provides an overview of our budgeted expenditures by area of activity over the next 12 months:


Hiring of Key Employees

$250,000

Marketing & Sales Activities

$500,000

Working Capital

$300,000

Product Inventory

$150,000

 Misc.

$50,000

TOTAL

$1,250,000


Dependence on One or a Few Major Suppliers


Part of our core mounting technology will be sourced from a single supplier due to strong technical advantages, which is heavily patented.  A supplier used to develop the designs will create our products in the short term.

 

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions


We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. The Company does source components used in our mounting systems that are patent protected by the source vendor.  Beyond our trade name, we do not hold any other intellectual property, trade name or trademarks.


Governmental Regulations


We may be subject to a variety of laws and regulations relating to product safety, among other things.  We believe that we are currently in compliance with such laws and have no current liabilities there under.  Our intent is to maintain strict compliance with all relevant product safety laws, rules and regulations.


Employees


The Company currently has no employees.  On a voluntary basis, our directors provide all functions to our Company, including: development, strategy, negotiations, and administration.


DESCRIPTION OF PROPERTY


The Company does not lease or own any real property.  The Company currently maintains a corporate office at 23614 E Sprague Ave, Liberty Lake, WA 99019.  The space is provided to us by our president.  The Company does not pay any rental fees for the use of this space.  The Company feels this space is sufficient until the Company commences full operations.




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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Directors and Executive Officers


Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments of our current Directors and executive officers.


Name and Business Address

 

Age

 

Position

 

 

 

 

 

Matthew Allen

1324 N. Liberty Lake Rd., #169

Liberty Lake, WA 99019

 

46

 

President, Treasurer, Secretary and Director

 

 

 

 

 

Mike Larson

802 19th St.

Lewiston, ID  83501-3172

 

49

 

Director


Mr. Matthew Allen, age 46, created the company on November 10, 2011.  Mr. Allen is serving as the Company’s President, Treasurer, Secretary and Director.  Prior to starting Wheelchair ADL Solutions Corporation, Mr. Allen worked in sales selling Auto ID equipment.  Mr. Allen developed his expertise in management and refining his business skills working for a company named Microscan for 18 years.  While at Microscan, Mr. Allen worked as a production controller and helped implement the first MRP system and many processes that allowed them to produce the highest quality products with the quickest lead-time in the fixed mount scanning market place.  Next Mr. Allen was chartered to create the role of product management to propose, manage and drive product programs for the company.  During his tenure in the Senior Product Manager position he generated several market plans that generated 13 new products that fueled Microscan’s profitable growth every year to its multi-million dollar state it is today.  One of the key programs was developing the world’s first fully integrated smart camera in which he is named on two patents.  Today, smart camera technology is commonplace in the barcode industry.


Mr. Allen has also been active in public speaking on technology and participating on standard committees.   For six consecutive years Mr. Allen taught a barcode class at the Lab Automation Conference in which he received a Service Award for his dedication.  Other conference speaking engagements include speaking at the Vision & Robotics Show on Reading 1D & 2D symbols with Smart Cameras and the Vision Show West speaking on Smart Camera Applications in the Pharmaceutical Industry.  Mr. Allen also was a key member of a couple committees that developed standards for applying barcodes on test tubes and a barcode verification standard used by the department of Defense.


Mr. Allen holds a Bachelor of Science Degree in Business from the University of Idaho with majors in Finance and Production Management.  Mr. Allen has also studied at the International Institute for Management Development, completing the Product & Market Leadership Program between the years 2003 and 2004.  


The Company believes that Mr. Allen’s extensive experience in the high tech industry provides him the insight necessary to understand the dynamics and demands of developing and marketing ADL devices and that this experience makes him a valuable member to the Company’s board of directors.


Mr. Mike Larson, age 49, is a licensed RN, BSN, CEN, and Staff Epidemiologist at the Public Health Idaho North Central District.  Mr. Larson has a Bachelors of Science Degree in Nursing from Lewis Clark State College, a Bachelors of Science Secondary Education, Biology from the University of Idaho, and is certified as an Emergency Nurse by the Emergency Nurses Association.  Mr. Larson has twenty years experience as a nurse, with seventeen and one half years as an Emergency Department Nurse. Mr. Larson is currently working as a Staff Epidemiologist and clinic Nurse Manager, and is involved in the investigation of the reportable diseases and outbreaks for the Public Health Idaho North Central District.


The Company believes that Mr. Larson’s extensive experience in the medical industry provides him the insight necessary to understand the dynamics and demands of developing and marketing ADL devices and that this experience makes him a valuable member to the Company’s board of directors.


There are no familial relationships among any of our officers or directors.  None of our directors or officers is a director in any other reporting companies.  None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years.  The Company is not aware of any proceedings to which any of the Company‚ officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company‚ subsidiaries or has a material interest adverse to it or any of its subsidiaries.



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None of our directors qualify as “independent” as that term is defined under the applicable rules and regulations of the SEC, meaning that our directors may have business interests in the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.  In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors. Further, we are not a "listed company" under SEC rules and thus we are not required to have a compensation committee or a nominating committee.


We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors believes that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such  nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.


A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this Prospectus.


Board Composition


Our bylaws provide that the Board of Directors shall consist of one or more members.  Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders.  Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.


No Committees of the Board of Directors; No Financial Expert

 

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee or financial expert.  Management has determined not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so.  As such, our entire Board of Directors acts as our audit committee.  We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial statements at this stage of our development.


Auditors


Our principal registered independent auditor is:


Peter Messineo, CPA

PCAOB Registered Firm

peter@pm-cpa.com

cell #  727-421-6268

efax # 727-674-0511


Code of Ethics


The Board of Directors has established a written code of ethics that applies to the Company’s officers. A copy of the Code of Ethics is filed as Exhibit 14.1.  



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Potential Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.  Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.  We are not aware of any other conflicts of interest with any of our executives or directors.

 

Director Independence


Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.  As a result of this review, our board of directors determined that Director Allen does not meet the independence requirements, according to the applicable rules and regulations of the SEC.

 

Involvement in Legal Proceedings


None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past ten (10) years.  Furthermore, no director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.


Compliance with Section 16(A) Of the Exchange Act.


Upon the effectiveness of this Registration Statement, Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.  Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. 


EXECUTIVE COMPENSATION


Summary Compensation

 

Since our incorporation on November 10, 2011, we have not paid any compensation to our directors or officers in consideration for services rendered to our Company in their capacity as such.  We have no employment agreements with any of our directors or executive officers.  We have no pension, health, annuity, bonus, insurance, stock options, profit sharing, or similar benefit plans.


Since our incorporation on November 10, 2011, no stock options or stock appreciation rights have been granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them hold unexercised stock options.  We have no long-term incentive plans.

 

Outstanding Equity Awards

 

Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.

 

Compensation of Directors 

 

Our directors do not receive compensation for their services as directors.


Employment Contracts, Termination of Employment, Change-in-Control Arrangements

 

There are no employment contracts, or other contracts or arrangements with officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us.  There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.



25




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table lists, as of November 30, 2011, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using ‚beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.


The percentages below are calculated based on 11,013,000 shares of our common stock issued and outstanding as of November 30,2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.  Unless otherwise indicated, the address of each person listed is care of Wheelchair ADL Solutions Corporation, #169 – 1324 N. Liberty Lake Rd., Liberty Lake, WA 99019.


Name of Beneficial Owner

Title Of Class

Amount and Nature of Beneficial Ownership

Percent of Class

Regall Holdings, LLC

Common

10,000,000

90.8%

Matthew Allen

Common

1,000

0.009%

Mike Larson

Common

1,000

0.009%


PLAN OF DISTRIBUTION

 

The Primary Offering shares will be sold on a “direct public offering” through our officer and director, Matthew Allen, who may be considered an underwriter as that term is defined in Section 2(a) (11). Mr. Allen will not receive any commission in connection with the sale of shares, although we may reimburse him for expenses incurred in connection with the offer and sale of the shares. Mr. Allen intends to sell the shares being registered according to the following plan of distribution:


·

Shares will be offered to friends, family, and business associates of Mr. Allen


Mr. Allen will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sales of the shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a) (4) (ii), he must be in compliance with all of the following:


·

he must not be subject to a statutory disqualification;

·

he must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;

·

he must not be an associated person of a broker-dealer;

·

he must primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Company otherwise than in connection with transactions in securities; and

·

he must perform substantial duties for the issuer after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.


Mr. Allen will comply with the guidelines enumerated in Rule 3a4-1(a) (4) (ii).  Neither Mr. Allen, nor any affiliates will be purchasing shares in the offering.


You may purchase shares by completing and manually executing a subscription agreement and delivering it with your payment in full for all shares, which you wish to purchase, to our offices. Your subscription shall not become effective until accepted by us and approved by our counsel. Acceptance will be based upon confirmation that you have purchased the shares in a state providing for an exemption from registration. Our subscription process is as follows:


·

a prospectus, with subscription agreement, is delivered by the Company to each offeree;

·

the subscription is completed by the offeree, and submitted with check back to the Company where the subscription and a copy of the check is faxed to counsel for review;



26




·

each subscription is reviewed by counsel for the Company to confirm the subscribing party completed the form, and to confirm the state of acceptance;

·

once approved by counsel, the subscription is accepted by Mr. Allen, and the funds deposited into an account labeled: Wheelchair ADL Solutions Corporation, within four (4) days of acceptance;

·

subscriptions not accepted, are returned with the check un-deposited within 24 hours of determination of non-acceptance.


Funds will be deposited to the following:

 

Wheelchair ADL Solutions Corporation

c/o

American West Bank

1221 N Liberty Lake Rd, 

Liberty Lake, WA 99019

(509) 893-9700


The Selling Security Holders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales will be at fixed a fixed price of $0.10 per share until a trading market emerges for the securities. The Selling Security Holders may use any one or more of the following methods when selling shares:


·

ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

to cover short sales made after the date that this prospectus is declared effective by the Commission;

·

broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; and

·

any other method permitted pursuant to applicable law.


The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.  For more information, see the section titled “Rule 144” herein on page 30.


The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.  For more information, see the section titled “Rule 144” herein on page 30.

 

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders, or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser, in amounts to be negotiated. The Selling Security Holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

 

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 462(c) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

 



27




The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver to the prospective purchaser a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the prospective purchaser and receive the purchaser’s written agreement to the transaction. Furthermore, subsequent to a transaction in a penny stock, the broker-dealer will be required to deliver monthly or quarterly statements containing specific information about the penny stock. It is anticipated that our common stock will be traded on the OTC Bulletin Board at a price of less than $5.00. In this event, broker-dealers would be required to comply with the disclosure requirements mandated by the penny stock rules. These disclosure requirements will likely make it more difficult for investors in this offering to sell their common stock in the secondary market.

  

Upon our being notified in writing by a Selling Security Holder that any material arrangement has been entered into with a broker-dealer for the sale of our common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a post-effective amendment to this prospectus will be filed, if required, pursuant to Rule 462(c) under the Securities Act, disclosing (i) the name of each such Selling Security Holder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of our common stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s). In addition, upon our being notified in writing by a Selling Security Holder that a donee or pledgee intends to sell more than 500 shares of our common stock, a post-effective amendment to this prospectus will be filed if then required in accordance with applicable securities law.


Prior to any involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from FINRA.


The Selling Security Holders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The Selling Security Holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Security Holder and/or the purchasers. Each Selling Security Holder has represented and warranted to us that it acquired the securities subject to this prospectus in the ordinary course of such Selling Security Holder’s business and, at the time of its purchase of such securities such Selling Security Holder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.


We have advised each Selling Security Holder that it may not use shares registered on this prospectus to cover short sales of our common stock made prior to the date on which this prospectus shall have been declared effective by the Commission. If a Selling Security Holder uses this prospectus for any sale of our common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Security Holders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations there under promulgated, including, without limitation, Regulation M, as applicable to such Selling Security Holders in connection with resales of their respective shares under this prospectus.

 

We are required to pay all fees and expenses incident to the registration of the shares. We have agreed to indemnify the Selling Security Holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


By way of clarification, it will be possible for Mr. Allen to resell any of the 5,000,000 shares being registered for resale in this registration statement (the “Existing Registered Shares”) during the two-year offering period for the primary offering covered by the registration statement. However, the Existing Registered Shares would only be sold according to the existing market conditions. Mr. Allen plans to resell his personal registered shares through broker’s transactions only.  All sales by the Company to the public through the direct private offering will be handled in a different administrative matter, and all purchasers will be informed that the shares for the direct offering shares will be issued straight from the company as a proceeds-generating offering for the Company.  We have added risk factor number 35 regarding this potential conflict of interest, and the Company has created an internal policy whereby the then-sitting board of directors (without Mr. Allen, who will recuse himself) will evaluate any potential conflicts of interest. In this policy, Mr. Allen agrees to present every potential resale of his personal shares to the other board of directors for their unanimous approval prior to directing his broker to put in the sell order.



28




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:


-

The officers and directors;

-

Any person proposed as a nominee for election as a director;

-

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

-

Any relative or spouse of any of the foregoing persons who have the same house as such person.


DESCRIPTION OF SECURITIES


The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation, which has been filed as an exhibit to our registration statement of which this Prospectus is a part.


Common Stock


We are authorized to issue 100,000,000 shares of common stock, par value $0.001, of which 11,013,000 shares are issued and outstanding as of November 30, 2011.  Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.


Preferred Stock


We are authorized to issue 5,000,000 shares of preferred stock, none of which is issued and outstanding.  Our Board of Directors has the right, without shareholder approval, to issue preferred shares with rights superior to the rights of the holders of shares of common stock.  As a result, preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult.  Because we may issue up to 5,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing.


Warrants and Options


Currently, there are no warrants, options or other convertible securities outstanding.


Security Holders


As of November 30, 2011 there were 11,013,000 common shares issued and outstanding, which were held by 15 stockholders of record.


Non-cumulative Voting

 

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.


Transfer Agent


We have engaged Action Stock Transfer Corporation as transfer agent to serve as agent for shares of our common stock.


Our transfer agent’s contact information is as follows:


Action Stock Transfer Corporation

2469 E. Fort Union Blvd., Suite 214

Salt Lake City, UT  84121

Telephone: (801) 274 – 1088

Facsimile: (801) 274 – 1099

E-mail: justblank2000@yahoo.com



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Admission to Quotation on the Over-The-Counter Bulletin Board


We intend to have a market maker file an application for our common stock to be quoted on the Over-The-Counter Bulletin Board.  However, we do not have a market maker that has agreed to file such application.  If our securities are not quoted on the Over-The-Counter Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities.  The Over-The-Counter Bulletin Board differs from national and regional stock exchanges in that it


(1)

is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2)

securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.


To qualify for quotation on the Over-The-Counter Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the Over-The-Counter Bulletin Board our securities will trade on the Over-The-Counter Bulletin Board.  We may not now or ever qualify for quotation on the Over-The-Counter Bulletin Board.  We currently have no market maker who is willing to list quotations for our securities.


SHARES ELIGIBLE FOR FUTURE SALE 

 

Prior to this offering, there was no public market for our common stock.  We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock.  Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

 

We have outstanding an aggregate of 11,013,000 shares of our common stock.  Of these shares, all of the 7,013,000 shares to be registered in this offering will be freely tradable without restriction or further registration under the Securities Act, unless those shares are purchased by our, affiliates, as that term is defined in Rule 144 under the Securities Act.


The remaining 9,000,000 shares of common stock outstanding after this offering will be restricted as a result of securities laws.  Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

 

Rule 144 


Rule 144 allows for the public resale of restricted and control securities if a number of conditions are met.  Meeting the conditions includes holding the shares for a certain period of time, having adequate current information, looking into a trading volume formula, and filing a notice of the proposed sale with the SEC.


In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements and have filed all required reports for a least 90 days before the sale.  Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:


-

1% of the number of shares of our common stock then outstanding, which would equal approximately 110,130 shares based on the number of shares of our common stock outstanding as of November 30, 2011; or

-

The average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock without restriction.  A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.


Sales under the Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.




30




LEGAL MATTERS


We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.


EXPERTS


Except as disclosed herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary.  Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.


Our financial statements for the period from inception to November 30, 2011 included in this prospectus have been audited by Peter Messineo, CPA, as set forth in their report included in this prospectus.


The legal opinion rendered by Vincent & Rees Law Offices regarding our common stock to be registered on Form S-1 is as set forth in their opinion letter included in this prospectus.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Peter Messineo is our auditor.  There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.


WHERE YOU CAN FIND MORE INFORMATION


We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby.  This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about our securities, and us we refer you to the registration statement and the accompanying exhibits and schedules.  Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete.  In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.  Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.


You can request copies of these documents upon payment of a duplicating fee by writing to the SEC.  You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms.  Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.




31



FINANCIAL STATEMENTS

(Wheelchair ADL Solutions Corp.)

 

INDEX TO FINANCIAL STATEMENTS

November 10, 2011 to November 30, 2011


WHEELCHAIR ADL SOLUTIONS CORPORATION

(A Development Stage Entity)


INDEX TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

 

 

 Balance Sheet at November 30, 2011

 

F-3

 

 

 

 

 

 Statements of Operations for the years ended November 30, 2011 and the period November 10, 2011 (date of inception) through November 30, 2011

 

F-4

 

 

 

 

 

 Statement of Changes in Shareholders’ Equity for the period November 10, 2011 (date of inception) through November 30, 2011

 

F-5

 

 

 

 

 

 Statements of Cash Flows for the year ended November 30, 2011 and the period November 10, 2011 (date of inception) through November 30, 2011

 

F-6

 

 

 

 

 

Notes to  Audited Financial Statements

 

F-7




F-1




 

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511



Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders

Wheelchair ADL Solutions Corporation

Indianapolis, Indiana


I have audited the accompanying balance sheet of Wheelchair ADL Solutions Corporation (a development stage entity) as of November 30, 2011  and the related statements of operations, stockholder's equity and cash flows for the period then ended and for the period November 10, 2011 (date of inception) through November 30, 2011. 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 audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 my audit provides 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 Wheelchair ADL Solutions Corporation (a development stage entity) as of November 30, 2011 and the results of its operations and its cash flows for the period then ended and for the period November 10, 2011 (date of inception) through November 30, 2011 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 2 to the financial statements, the Company has incurred a loss since inception, has insufficient revenue to cover operating costs or develop its operating plan, has an accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

December 5, 2011





F-2




Wheelchair ADL Solutions Corporation

(A Development Stage Entity)

Balance Sheet

 

 

 

 

November 30,

 

 

 

 

2011

 

 

 

 

 

 

ASSETS

 

 

 

Current Assets

 

 

 

  

Cash and cash equivalents

$

1,405

 

Total Current Assets

 

1,405

 

 

 

 

 

 

  

TOTAL ASSETS

$

1,405

 

  

  

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

Current Liabilities

 

 

 

  

Accounts payable

$

2,200

 

  

TOTAL LIABILITIES

 

2,200

 

  

  

 

 

 

Stockholders' Equity

 

 

 

Preferred stock: 5,000,000 authorized;  $.001 par value

   no shares issued and outstanding

 

-

 

Common stock: 100,000,000 authorized;  $.001 par value

   11,013,000 shares issued and outstanding

 

11,013

 

Additional paid in capital

 

100,287

 

Accumulated deficit during development stage

 

(112,095)

 

Total Stockholders' Equity

 

795

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,405

 

 

 

 

 

 

See auditor's report and notes to the audited financial statement.




F-3




Wheelchair ADL Solutions Corporation

(A Development Stage Entity)

Statements of Operation

 

 

 

 

 

 

 

 

 

November 30,

2011

 

November 10, 2011

(date of inception)

through

November 30,

2011

 

 

 

 

 

 

Revenues

$

639

$

639

Direct costs

 

509

 

509

 

 

 

130

 

130

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

General and administrative

 

112,225

 

112,225

 

   Total operating expenses

 

112,225

 

112,225

 

 

 

 

 

 

Net loss from operations

 

(112,095)

 

(112,095)

 

 

 

 

 

 

  

Net loss

$

(112,095)

$

(112,095)

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

$

(0.01)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

10,050,650

 

 

 

 

 

 

 

 

See auditor's report and notes to the audited financial statement.




F-4




Wheelchair ADL Solutions Corporation

(A Development Stage Entity)

Statement of Stockholders' Equity

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Additional

Deficit

 

 

 

Preferred Stock

Common Stock

Paid in

Development

 

 

 

Shares

Amount

Shares

Amount

Capital

Stage

Total

 

 

 

 

 

 

 

 

 

Balance at Inception, November 10, 2011

-

$                -

-

$                  -

$                  -

$                   -

$                   -

 

 

 

 

 

 

 

 

 

 

Issuance of common stock to founders, November 10, 2011 valued at $ no per share

-

-

10,000,000

10,000

-

-

10,000

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for cash, November 30, 2011, $.10 per share

-

-

13,000

13

1,287

-

1,300

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for services November 30, 2011, $.10 per share

-

-

1,000,000

1,000

99,000

-

100,000

 

 

 

 

 

 

 

 

 

 

Net loss

-

-

-

-

-

(112,095)

(112,095)

 

 

 

 

 

 

 

 

 

Balance, November 30, 2011

5,000,000

$        5,000

11,013,000

$         11,013

$       100,287

$    (112,095)

$              795

 

 

 

 

 

 

 

 

 

See auditor's report and notes to the audited financial statement.




F-5




Wheelchair ADL Solutions Corporation

(A Development Stage Entity)

Statements of Cash Flows


 

 

November 30,

2011

 

November 10, 2011

(date of inception)

through

November 30,

2011

 

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net income (loss)

$

(112,095)

$

(112,095)

Adjustment to reconcile Net Income to net cash provided by operations:

 

 

 

 

Stock-based compensation

 

110,000

 

110,000

Changes in assets and liabilities:

 

 

 

 

Accounts payable

 

2,200

 

2,200

Net Cash Used in Operating Activities

 

105

 

105

 

 

 

 

 

 CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Net Cash Used in Investing Activities

 

-

 

-

 

 

 

 

 

 CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Issuance of common stock

 

1,300

 

1,300

Net Cash Provided by Financing Activates

 

1,300

 

1,300

 

 

 

 

 

 Net increase (decrease) in cash and cash equivalents

 

1,405

 

1,405

 Cash and cash equivalents, beginning of period

 

-

 

-

 Cash and cash equivalents, end of period

$

1,405

$

1,405

 

 

 

 

 

 Supplemental Cash Flow Information

 

 

 

 

 Cash paid for interest

$

-

$

-

 Cash paid for taxes

$

-

$

-


See auditor's report and notes to the audited financial statement.



F-6




NOTE 1. NATURE OF BUSINESS


ORGANIZATION


Wheelchair ADL Solutions Corporation (“The Company”) was incorporated on November 10, 2011 in the State of Nevada as a for-profit Company.  The Company is a development stage company in accordance with FASB ASC 915 Financial Reporting for Development Stage Entities.   


The Company was formed to provide technology accessories, using the world’s best mounting systems and applying them to wheelchairs.  The Company provides for adapted mounting to wheelchairs, such items as laptops, cell phones, Ipods, fishing poles and any practical accessory.   We use a ball and socket mounting technology, known as Round-A-Mount (“RAM”), to allow our clients to quickly adjust the attached devise to personal positioning requirements using the ADL Swing Arm Kit.  All of our activities of daily living (“ADL”) solutions can be quickly removed for the ADL Swing Arm with the turn of a handle (without tools).  Our ADL Swing Arm is a universal mount for quick, easy fitting for all ADL solutions.  


The Company is headquartered in Liberty Lake Washington.  The elected year end is November 30.


NOTE 2. SIGNIFICANT ACCOUNTING POLICIES


GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  For the period ended November 30, 2011, the Company had limited operations and no history of recurring revenues, as revenue process has commenced in 2011.  The Company is in the development stage.  The Company has an accumulated deficit.  In the absence of raising operating capital through equity or loans, the Company is dependent on financing from its majority shareholder to meet its current operating obligations. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to generate revenues from operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. However, there is no assurance that the Company will attain profitability.


The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


USE OF ESTIMATES


The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


FINANCIAL INSTRUMENTS


The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


CASH


The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.  There were no cash equivalents at November 30, 2011.


REVENUE RECOGNITION


The Company recognizes revenue when product is shipped and risk of loss passes to the consumer.  All revenue is invoiced and receipt occurs prior to delivery.



F-7




ADVERTISING


Advertising costs are expensed as incurred.  No advertising costs have been incurred as of November 30, 2011.


RESEARCH AND DEVELOPMENT


The Company expenses research and development costs when incurred.  Research and development costs include designing, prototyping and testing of product.  Indirect costs related to research and developments are allocated based on percentage usage to the research and development.  We spent $0 in research and development costs for the period November 10, 2011 (date of inception) through November 30, 2011.


SHARE BASED COMPENSATION


Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.


The Company may issue restricted stock to consultants for various services.  Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The company has issue shares as compensation for services associated with the registration of the common shares.


DEFERRED INCOME TAXES AND VALUATION ALLOWANCE


The Company accounts for income taxes under FASB ASC 740 “Income Taxes.”  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


NET INCOME (LOSS) PER COMMON SHARE


Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.


Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at since November 30, 2011.  As of November 30, 2011, the Company had no dilutive potential common shares.


RECENTLY ACCOUNTING PRONOUNCEMENTS


In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.



F-8




In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.


NOTE 3. INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of November 30, 2011 the Company had a loss and for the period November 10, 2011 (Date of Inception) through November 30, 2011, the Company incurred losses of $4,930.   The net operating loss in the amount of $4,930, resulting from operating activities, result in deferred tax assets of approximately $1,726 at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.


NOTE 4. EQUITY TRANSACTIONS


CLASSES OF STOCK


Common Stock:  The Company has been authorized 100,000,000 shares of common stock, with $.001 par value.


Preferred Stock:  The Company has designated 5,000,000 shares of preferred stock, with $.001 par value.  None of the authorized shares have been issued.


Warrants and options:  There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.


The Company issued 10,000,000 shares of common stock to its founders, effective at inception.  Shares were valued at $.001, as there was no immediate market and the value was considered equivalent to the incorporation and development costs incurred by founding individuals.


The Company sold for cash 13,000 shares to individuals during November 2011 for $.10 per share, for a total of $1,300.  


The Company issued 1,000,000 shares to two entities for services rendered in connection with the development of the business plan.  These services were valued at the share price of the last sales of equities issued for cash, as the share price was more measurable.  Shares were valued at $100,000 dollars and charged to compensation expense, included in general and administrative expenses.


NOTE 5. COMMITMENTS AND CONTINGENCY


In support of the Company’s efforts and cash requirements, it is relying on advances from its majority shareholder and related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. As of November 30, 2011, there have been no advances from these related parties.


Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. There are no employment agreements and therefore they may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.



F-9




From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.


NOTE 7. SUBSEQUENT EVENTS


Management has evaluated subsequent events and is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this registration with the Securities and Exchange Commission (“SEC”) that would have a material impact on our financial statements.




F-10




PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


  

  

  

  

  

Securities and Exchange Commission registration fee

  

$

166.32

  

Transfer/Edgar Agent Fees

  

  

2000.00

 

Accounting fees and expenses

  

  

2000.00

  

Total

  

$

4166.32

  

 

All amounts are estimates other than the Commission’s registration fee.  We are paying all expenses of the offering listed above.


ITEM 14.  DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our Articles of Incorporation.


Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.


Our Bylaws provide that we will indemnify our directors to the fullest extent permitted by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.


ITEM 15.  RECENT SALE OF UNREGISTERED SECURITIES

 

Since inception, November 10, 2011, we issued and sold the following unregistered securities:


The Company issued 10,000,000 shares of common stock to its founders, effective at inception.  Shares were valued at $.001, as there was no immediate market and the value was considered equivalent to the incorporation and development costs incurred by founding individuals.


The Company sold for cash 13,000 shares to individuals during November 2011 for $.10 per share, for a total of $1,300.  


The Company issued 1,000,000 shares to two entities for services rendered in connection with the development of the business plan. These services were valued at the share price of the last sales of equities issued for cash, as the share price was more measurable. Shares were valued at $100,000 dollars and charged to compensation expense, included in general and administrative expenses.



II-1




ITEM 16.  EXHIBITS


The following exhibits are filed as part of this registration statement:


Exhibit

Description

3.1

Articles of Incorporation of Registrant

3.2

By-Laws of Registrant

4.1

Stock Specimen

5.1

Opinion of Vincent & Rees, L.C. regarding the legality of the securities being registered

10.1

Form of Regulation S Subscription Agreement

14.1

Code of Ethics of Registrant

23.1

Consent from Independent Auditor


ITEM 17.  UNDERTAKINGS


The undersigned registrant hereby undertakes to:


(1)  File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:


(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act;


(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;


(iii)

Include any additional or changed material information on the plan of distribution.


(2)  For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.


(3)  File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.


(4)  For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;


(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;


(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.



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In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


That, for the purpose of determining liability under the Securities Act to any purchaser:


Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 


SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Liberty Lake, in the State of Washington, on December 9, 2011.


Wheelchair ADL Solutions Corporation


By:

/s/ Matthew Allen                            

Name:

Matthew Allen

Title:

President, Treasurer, Secretary and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)



II-3



Exhibit 3.1


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[s1_ex3z1003.jpg]




Exhibit 3.2





BYLAWS OF


WHEELCHAIR ADL SOLUTIONS CORPORATION


(A NEVADA CORPORATION)





TABLE OF CONTENTS

Page

ARTICLE I.  OFFICES

1

ARTICLE II.  MEETINGS OF STOCKHOLDERS

1

ARTICLE III.  DIRECTORS

2

ARTICLE IV.  NOTICES

5

ARTICLE V.  OFFICERS

5

ARTICLE VI.  CERTIFICATE OF STOCK

7

ARTICLE VII.  GENERAL PROVISIONS

8

ARTICLE VIII.  AMENDMENTS

8

ARTICLE IX.  LOANS TO OFFICERS

8





BYLAWS OF
WHEELCHAIR ADL SOLUTIONS CORPORATION

(A Nevada Corporation)


ARTICLE I
OFFICES


1.1

The registered office for purposes of Nevada law shall be located at 2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722; and the principal office shall be 1324 N. Liberty Lake Rd. #169, Liberty Lake, WA 99019.


1.2

The corporation (the “Corporation”) may also have registered and principal offices at such other places both within and outside the States of Nevada or Washington as the Board of Directors may from time to time determine or the business of the Corporation may require.


ARTICLE II
MEETINGS OF STOCKHOLDERS


2.1

All meetings of the stockholders for the election of Directors shall be held in the States of Washington or Nevada, at such place as may be fixed from time to time by the Board of Directors.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the States of Washington and Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.


2.2

Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.  At each annual meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.


2.3

Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.


2.4

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.


2.5

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least ten percent (10%) in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.


2.6

Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.


2.7

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice, but may be expanded to include other purposes by the unanimous consent of a quorum of the stockholders present at such special meeting.


2.8

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.









2.9

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.


2.10

Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.


2.11

Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.


ARTICLE III
DIRECTORS




3.1

The number of Directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each Director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.


3.2

Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.  Any Director so chosen shall hold office until the next annual election and until his or her successor is duly elected and shall qualify, unless sooner displaced.  If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created Directorship, the Directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such Directors, summarily order an election to be held to fill any such vacancies or newly created Directorships, or to replace the Directors chosen by the Directors then in office.


3.3

The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.


MEETINGS OF THE BOARD OF DIRECTORS


3.4

The Board of Directors of the Corporation may hold meetings, both regular and special, either within or outside the States of Nevada or Washington.


3.5

The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.


3.6

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.



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3.7

Special meetings of the Board of Directors may be called by the president of the Corporation on two (2) days’ notice to each Director by mail or facsimile or twenty-four (24) hours notice to each Director either personally or by telephone; special meetings shall be called by the president or secretary of the Corporation in like manner and on like notice on the written request of two (2) Directors unless the Board of Directors consists of only one Director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole Director.


3.8

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.


3.9

Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.


3.10

Unless otherwise restricted by the Articles of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.


COMMITTEES OF DIRECTORS


3.11

The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.


In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.


Any such committee, to the extent provided in the resolution of the Board of Directors or these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:  (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Chapter 78 of the Nevada Revised Statutes (“Nevada Corporations Code”), as in effect from time to time, to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.


3.12

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.


COMPENSATION OF DIRECTORS


3.13

Unless otherwise restricted by the Articles of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of Directors.  The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.


REMOVAL OF DIRECTORS


3.14

Unless otherwise restricted by the Articles of Incorporation or these bylaws, any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors; provided, however, that the initial Directors appointed pursuant to the Corporation’s organizational resolutions may be removed, with or without cause, only by the holders of at least two-thirds of the shares entitled to vote at an elections of Directors.



3






ARTICLE IV
NOTICES


4.1

Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to Directors may also be given by facsimile.


4.2

Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Actual attendance by any person at any meeting will constitute a waiver by such person of any deficiency in the notice of such meeting.


ARTICLE V
OFFICERS


5.1

The officers of the Corporation shall be chosen by the Board of Directors and shall be a president, a treasurer and a secretary.  The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.  The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these bylaws otherwise provide.


5.2

The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vice-presidents.


5.3

The Board of Directors may appoint such other officers and agents as it shall deem necessary each of whom shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.


5.4

The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.


5.5

The officers of the Corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.


THE CHAIRMAN OF THE BOARD


5.6

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present.  He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.


5.7

In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present.  He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.


THE PRESIDENT AND VICE-PRESIDENTS


5.8

The president shall be the chief executive officer of the Corporation; and in the absence of the Chairman and Vice Chairman of the Board he shall preside at all meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.


5.9

He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.



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5.10

In the absence of the president or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.


THE SECRETARY AND ASSISTANT SECRETARY


5.11

The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the Corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.


5.12

The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.


THE TREASURER AND ASSISTANT TREASURERS


5.13

The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.


5.14

He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation.


5.15

If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.


5.16

The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.  


ARTICLE VI
CERTIFICATE OF STOCK


6.1

Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by him in the Corporation.


Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.



5






If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise required by the Nevada Corporations Code, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.


6.2

Any of or all the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.


LOST CERTIFICATES


6.3

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.


TRANSFER OF STOCK


6.4

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.


FIXING RECORD DATE


6.5

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.


REGISTERED STOCKHOLDERS


6.6

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.


ARTICLE VII
GENERAL PROVISIONS

DIVIDENDS


7.1

Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.



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7.2

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.


CHECKS


7.3

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate and in such amount as the Board of Directors may from time to time authorize.


FISCAL YEAR


7.4

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL


7.5

The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.


INDEMNIFICATION


7.6

The Corporation shall, to the fullest extent authorized under the laws of the State of Nevada, as those laws may be amended and supplemented from time to time, indemnify any Director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a Director of the Corporation or a predecessor Corporation or, at the Corporation’s request, a Director or officer of another Corporation; provided, however, that the Corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the Corporation.  The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested Directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a Director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.


Expenses incurred by a Director of the Corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a Director of the Corporation (or was serving at the Corporation’s request as a Director or officer of another Corporation) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by relevant sections of the Nevada Corporations Code.  Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors of the Corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the Corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the Corporation or its stockholders.


The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the Corporation and each Director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.


The Board of Directors in its discretion shall have power on behalf of the Corporation to indemnify any person, other than a Director, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of the Corporation.



7






ARTICLE VIII
AMENDMENTS


8.1

These bylaws may be altered, amended or repealed or new bylaws (any such action being referred to herein as an “Amendment”) as may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Articles of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such Amendment be contained in the notice of such special meeting.


8.2

If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate or incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.


ARTICLE IX
LOANS TO OFFICERS


9.1

Except as prohibited by applicable law, the Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a Director of the Corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the Corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.  Nothing in these bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.




8



CERTIFICATE OF SECRETARY OF

WHEELCHAIR ADL SOLUTIONS CORPORATION


The undersigned hereby certifies that he is the duly elected and acting Secretary of Wheelchair ADL Solutions Corporation, a Nevada corporation (the “Corporation”), and that the Bylaws attached hereto constitute the Bylaws of said Corporation as duly adopted by unanimous written consent of the Board of Directors on December 7, 2011.


/s/ Matthew Allen              

Matthew Allen, Secretary






Exhibit 4.1


[s1_ex4z1001.jpg]




Exhibit 5.1


OPINION OF VINCENT & REES, L.C.


December 9, 2011


To: Board of Directors, Wheelchair ADL Solutions Corporation


Re: Form S-1 (the "Registration Statement")


Ladies and Gentlemen:


We have acted as your counsel in connection with the registration of 2,013,000 issued and outstanding shares of common stock of Wheelchair ADL Solutions Corporation (“Wheelchair” or the “Company”) held by certain selling stockholders, $0.001 par value (the “Company Shares”), and an additional 5,000,000 shares of common stock to be registered as part of an offer for sale by the Company (the “Primary Offering”) of Wheelchair, $0.001 par value (the “Offering Shares”), in each case on the terms and conditions set forth in the Registration Statement (collectively, the “Shares”).


In that capacity, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.


Based on the foregoing, we are of the opinion that:


1. Wheelchair is a corporation duly organized and validly existing under the laws of the State of Nevada.


2. The Company Shares covered by the Registration Statement have been duly authorized and are validly issued, fully paid and non-assessable.


3. The Offering Shares covered by the Registration Statement to be sold pursuant to the terms of the Registration Statement, when issued upon receipt by the Company of the agreed upon consideration therefore, will be duly authorized and, upon the sale thereof, will be duly authorized validly issued, fully paid and non-assessable.


We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Proceedings" and the filing of this opinion as an Exhibit to the Registration Statement.


Sincerely,


/s/ Vincent & Rees, L.C.

Vincent & Rees, L.C.




Exhibit 10.1


SUBSCRIPTION AGREEMENT AND INVESTMENT SUITABILITY QUESTIONNAIRE


IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.


Wheelchair ADL Solutions Corporation

1324 N. Liberty Lake Road #169

Liberty Lake, WA  99019


Re: Wheelchair ADL Solutions Corporation Placement of Common Stock


Ladies and Gentlemen:


The undersigned hereby tenders this subscription for the purchase of 1000 shares (“Shares”), each share consisting of one share of the common stock (“Common Stock”) of Wheelchair ADL Solutions Corporation, a Nevada corporation (the “Company”).  This subscription supersedes any prior subscriptions by the undersigned for Wheelchair ADL Solutions Corp. stock.   A check or other form of payment payable to “Vincent & Rees, L.C.” in the amount of $100.00 has been delivered.  By execution below, the undersigned acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.


1.

The undersigned acknowledges and represents as follows:


a.

That the undersigned has received and had the opportunity to review the Company’s material information regarding & including the Company’s public files and has been given full and complete access to information regarding the Company and has utilized such access to the undersigned’s satisfaction for the purpose of obtaining such information regarding the Company as the undersigned has reasonably requested; and, particularly, the undersigned has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and to obtain any additional information, to the extent reasonably available;


b.

That the undersigned recognizes that the Company that the Shares as an investment involve a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company;


c.

That the undersigned realizes that (i) the purchase of the Shares is a long-term investment; (ii) the purchaser of the Shares must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations are available; and (iii) the transferability of the Shares is restricted and that a legend may be placed on any certificate representing the securities substantially to the following effect:


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


2.

The undersigned represents and warrants that the undersigned comes within one of the categories of “accredited investor” marked below, and the undersigned has truthfully initialed the category which applies to the undersigned and has truthfully set forth the factual basis or reason the undersigned comes within that category.  ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information, which the Company deems necessary in order to verify the answers set forth below.


a.

Please check each of the following that applies to you:


I am a natural person with a personal net worth, or joint net worth with my spouse, in excess of $1 million at the time of purchase (excluding personal residence).


I am a natural person who had an individual annual income above $200,000 in each of 2010 and 2009 and I expect my annual income for 2011 to exceed $200,000.





I am a natural person who had a joint annual income with my spouse above $300,000 in 2010 and 2009 and I reasonably expect such joint annual income for 2011 to exceed $300,000.


I am a director or executive officer of Wheelchair ADL Solutions Corporation.


b.

State briefly the nature of the knowledge and experience you have in financial and business matters (including your occupation) that render you capable of evaluating the merits and risks involved in purchasing securities offered by a private company for investment purposes, and for which there may not be a market.


________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________


3.

Investor Information for Entities


a.

If the prospective investor is an entity (i.e., not a natural person), please describe the nature of the entity below (e.g., partnership, corporation, trust, etc.).

 ________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________


b.

Please check each of the following that applies to the entity:


Such entity is a corporation, partnership, business trust or an organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, that was not formed for the specific purpose of acquiring restricted securities for investment purposes, and that has total assets in excess of $5 million.


Such entity is a corporation, partnership, business trust or an organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in which all equity owners are accredited investors.


Such entity is a bank, savings and loan association or credit union, registered broker or dealer, insurance company, registered investment company, registered business development company, licensed small business investment company, employee benefit plan established and maintained by a state or its political subdivisions or any agency or instrumentality thereof that has total assets in excess of $5 million, or employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 whose plan fiduciary is either a bank, savings and loan association, insurance company or registered investment advisor or if the employee benefit plan has total assets in excess of $5 million, or, if a self directed plan, has investment decisions made solely by persons who come within one of the categories specified in Item 2 above.


Such entity is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


Such entity is a trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring restricted securities for investment purposes, whose acquisition of restricted securities is directed by a person who has such knowledge and experience in investment, financial and business matters that he or she is capable of evaluating the merits and risks of such an investment.  If you have checked this box, please state briefly below the nature of the knowledge and experience in financial and business matters of such person (including current occupation) on which you base the conclusions that such person is capable of evaluating the merits and risks involved in such an investment decision.



2




Such entity is an entity where all of the members are natural persons with a personal net worth, or joint net worth with my spouse, in excess of $1 million at the time of purchase (excluding personal residence), or natural persons who had an individual annual income above $200,000 in each of 2010 and 2009 and I expects annual income for 2011 to exceed $200,000 or are natural persons who had a joint annual income with a spouse above $300,000 in 2010 and 2009 and I reasonably expect such joint annual income for 2011 to exceed $300,000.

 


________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________



4.

By signing this questionnaire, the undersigned hereby confirms that the answers to the foregoing questions are true and complete.


If by an individual on behalf of himself or herself:


__________________________________________

Signature


__________________________________________

Print Name


__________________________________________

Date


If on behalf of an entity:


__________________________________________

Print Name of Entity



By:

__________________________________________

Signature of Officer, Trustee or Partner and title


__________________________________________

Print Name of Officer, Trustee or Partner and title



__________________________________________

Date



3



ACCEPTANCE




This Subscription Agreement is accepted as of ___________________________, 2011.



Wheelchair ADL Solutions Corporation

A Nevada corporation



By:

/s/ Matthew Allen        

Name:

Matthew Allen

Title:

President and Director




Exhibit 14.1


Wheelchair ADL Solutions Corporation Code of Ethics


Applicability


This Code of Business Conduct and Ethics applies to all officers, directors and employees of Wheelchair ADL Solutions Corporation (“WHEELCHAIR”), and each reference to WHEELCHAIR or its employees includes all the subsidiaries, operating companies and other businesses wholly or substantially owned or controlled by WHEELCHAIR and all of their employees. The word “employees” and references to you and yours used in this Code includes all employees, officers and, when they are acting on behalf of WHEELCHAIR, the directors of the company as well.


Obligation to Community and Shareholders


WHEELCHAIR is committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.


For the communities in which we live and work WHEELCHAIR and its employees are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.


For WHEELCHAIR’s shareholders, WHEELCHAIR is committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.


Promoting a Positive Work Environment


All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and recognize that the various communities in which we may do business may have different legal provisions pertaining to the workplace. As such, WHEELCHAIR will adhere to the limitations specified by law in all of its localities, and further, it will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.


Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits WHEELCHAIR the opportunity to achieve excellence in the workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, the executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.


Obligation to Yourself, Your Fellow Employees, and the World

 

WHEELCHAIR and its employees are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. WHEELCHAIR and its employees will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.


Reporting Ethical Violations


Your conduct in the work environment can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you have evidence of a material violation of this Code, it is imperative that you report it immediately.


To report any type of ethics misconduct or violations, it is important to first report to the appropriate level of management. After speaking with management, if you are still feel uncomfortable, or feel uncomfortable speaking with them in the first place (for whatever reason), please follow the complaints procedure posted by WHEELCHAIR. If you feel this procedure does not function correctly, please contact the Corporate Attorney.


To report auditing or accounting matters that you may find to be questionable, please use the procedures established by the company’s Auditing Committee. All submissions will be anonymous and confidential.


You will be protected from retaliation regarding your reports.





Business Conduct and Ethics


WHEELCHAIR requires that all of its employees, regardless of their location, behave in a professional manner. This means that all employees, regardless of their location or position, hold themselves to the highest professional standard as well as the highest personal standard. They are required to treat all other employees, management, clients and third parties in the same professional manner. All employees are required to alert the proper management to any suspected questionable or illegal acts they hear about or observe. You will not be penalized for these actions or for your suspicions. These statements concern frequently raised business and ethical conduct and concerns. Violation of standards set in this Code of Ethics will result in corrective action, including possible termination.


Compliance with Laws


General: It is the policy at WHEELCHAIR that employees comply with the rules and regulations that apply with the business, in the United States and in other countries.


Employment Matters: WHEELCHAIR and its employees will comply with the applicable employment laws, including: wages, hours, benefits and the minimum age for employment. While the aforementioned requirements must be met by all employees for their respective job description, WHEELCHAIR will not exclude any person from equal opportunity provided by the law. Employees are expected to respect the rights of other employees and/or third parties, and interactions are to be free from any type of harassment, slander, insult or other form of discrimination.


Environmental Matters: Policy states that all employees will respect and obey the applicable laws of protecting the environment. In addition, employees will respect the established environmental policies and procedures.


Fair Competition and Antitrust Laws: WHEELCHAIR and its employees will abide by all applicable fair competition and antitrust laws; these laws ensure that WHEELCHAIR competes in a fair and honest manner. It is also the duty of these laws to prohibit conduct seeking to reduce or restrain competition. If an employee is unsure whether a contemplated action is unfair competition, please seek assistance from management.


Securities Laws. In its role as a publicly-traded company, WHEELCHAIR and its employees must always be alert to and comply with the security laws and regulations of the United States and other countries.


Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company.  This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.


Material, non-public information is any information that could reasonably be expected to affect the price of a stock.  If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.


Two simple rules can help protect you in this area: (1) Don't use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.


This guidance also applies to the securities of other companies for which you receive information in the course of your employment at WHEELCHAIR, Inc.


As a public company, WHEELCHAIR, Inc. must be fair and accurate in all reports filed with the United States Securities and Exchange Commission.  Officers, directors and management of WHEELCHAIR, Inc. are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.  


Securities laws are vigorously enforced.  Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.


The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002 and other applicable laws and regulations.  Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.



2




Conflicts of Interest:


Any personal activity, investment or association that could be misconstrued as something that is not good judgment concerning WHEELCHAIR is not acceptable and must be avoided.  It is also not acceptable to exploit your position at WHEELCHAIR for personal gain.  The appearance of conflict of interest should also be avoided. Examples are as follows:


·

To cause WHEELCHAIR to engage in business with friends or relatives.

·

To prepare to or compete with WHEELCHAIR while still an employee.

·

To have a financial interest in WHEELCHAIR’s competitors and/or customers.

·

To perform work for a competitor of WHEELCHAIR, any governmental, supplier, customer, or other entity there of. Working with a third party which could impair your performance or judgment or could diminish the time spent working and completing work tasks while at WHEELCHAIR is also prohibited.


Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company.  Disclosure of any potential conflict is the key to remaining in full compliance with this policy.


Business Opportunities:


As an employee, you are responsible for the advancement of WHEELCHAIR’s business when appropriate. You are not allowed to divert business or take business from the company in which it has any interest. Also, you are required to avoid conflicts of interest. (Please see “Conflicts of Interest” to see what constitutes conflicts of interest.)


Gifts, Bribes and Kickbacks:


Kickbacks and bribes are defined as any item that can be used to leverage favorable treatment over others in the company. Employees or families of employees are not to give or receive gifts from WHEELCHAIR customers or suppliers, aside from gifts given or received in the normal course of business and travel. No employee is to receive gifts from customers or potential customers during or as a part of contract negotiations. It is not permitted to accept cash or cash equivalents including: vouchers, checks, money orders, gift certificates, stock or stock options, or loans. Other gifts require permission from proper management. It is requested by WHEELCHAIR that employees avoid putting themselves in compromising positions if the gift were to be made public.  Any employee found paying or receiving any type of bribe or kickback will be terminated and reported immediately.


International Operations:


WHEELCHAIR handles its affairs to correspond with all pertinent laws and regulations in the countries where it does business. When a conflict occurs between WHEELCHAIR and the practices, laws and customs of another country, WHEELCHAIR will resolve them in an ethical manner. If the issue cannot be resolved consistent with ethical beliefs, WHEELCHAIR will not proceed with the proposed action. The ethical standards reflect the morals and values of the company and are the standards by which they choose to be judged.  WHEELCHAIR, when conducting business overseas, should ensure that all activities are performed in accordance with U.S. laws, including the Foreign Corrupt Practices Act (“FCPA”), which applies to the business transactions both inside the U.S. and in other countries. The FCPA requirements relate to complete and exact financial books and records, transactions with foreign government officials and prohibitions from directly or indirectly offering to pay, or authorizing payment to, foreign government officials for the purpose of influencing the acts or decisions of foreign officials.  Violation of the FCPA can bring serious penalties. It is obligatory that all employees living or working in non-U.S. countries become familiar with the FCPA and its requirements.  WHEELCHAIR also acts fully in accordance with with all applicable U.S. laws governing imports, exports and the conduct of business with non-U.S. locations. These laws contain limitations on the types of products that may be imported into the United States and the manner in which they are imported. They also prohibit exports to, and most other transactions with, certain countries as well as the cooperation with, or participation in, foreign boycotts of countries that are not boycotted by the United States.


Covering Up Mistakes, Falsifying Records


Falsifying any WHEELCHAIR customer record or third party record is prohibited. Mistakes must be immediately reported and corrected. No mistake should ever be covered up regardless of the type or the scale.



3




Financial Integrity


WHEELCHAIR’s financials and accounting are based on accuracy, validity and completeness of the information which supports the entries to WHEELCHAIR’s books and records.  All information pertaining to WHEELCHAIR’s books, accounts, records, etc. reflect the transactions and events and adhere to the Generally Accepted Accounting Principles (GAAP), as well as the internal system of controls for WHEELCHAIR investors, creditors and others have significant interest in the financials of the company. It is expected that employees cooperate with WHEELCHAIR’s internal and external auditors and audit function. An action or actions by an employee which causes false financial reporting by WHEELCHAIR is subject to disciplinary action and possible termination. Examples of unethical accounting are as follows:


·

Maintaining any undisclosed or unrecorded funds or “off the book” assets.

·

Signing documents that are thought to be inaccurate.

·

Making false entries that hide or disguise the true nature of a transaction, and is done with the intention to do so.

·

Making payment for a purpose other than any described in the documents supporting the payment.

·

Improperly accelerating or deferring the recording of expenses or revenues to achieve financial results or goals.

·

The establishment or maintenance of improper, misleading, incomplete or fraudulent account documentation or financial reporting.


Protection and Proper Use of WHEELCHAIR Property


It is the responsibility of each employee to protect WHEELCHAIR’s property from loss of theft.  No employee is allowed to take any of WHEELCHAIR’s property for their own personal use. This includes: software, computers, office equipment or supplies. Also, it is required that WHEELCHAIR employees use their company internet and e-mail systems for company business only and not to send any personal messages or any messages that could be misconstrued as harassing, solicitations or discriminatory. Messages that are unprofessional or in bad taste are also prohibited.  No WHEELCHAIR software may be copied or distributed without proper authorization. Third party software must be properly licensed, and the license agreements for third party software may place various restrictions on the software’s disclosure, use and copying of software as well as any restrictions must be honored.


Confidentiality and Proper Use of WHEELCHAIR Customer or Supplier Information


No WHEELCHAIR employee is allowed to disclose WHEELCHAIR’s customer, confidential information or any propriety information without authorization from proper management. This includes:

·

Business methods

·

Pricing

·

Market data

·

Strategy

·

Codes

·

Research

·

Information about current, former or prospective customers

·

Information about current, former or prospective employees


Gathering Confidential Information


Employees must not accept, use or disclose improperly attained confidential information.  When obtaining confidential information, employees are not to violate the right of the competitor. When dealing with competitors’ customers, ex-employees or ex-customers, employees must use proper decorum and professionalism. Never ask anyone to violate an agreement that is not complete or is a non-disclosure agreement.


Record Retention


WHEELCHAIR’s business records must be retained for the periods require by, and in accordance with, the specific policies of business units and are to be destroyed only at the expiration of the specific period. Documents pertaining to a pending or threatened litigation, government inquiry or under subpoena or other formal information request are not to be discarded to destroyed, regardless of the time period in which or policy to which they apply.. Employees are not to destroy, alter or conceal any record or obstruct any official proceedings, either personally, in concurrence with or by attempting to influence another person.



4




Defamation and Misrepresentation of Sales


Aggressive selling by any employee at WHEELCHAIR should not include misstatements, innuendos or rumors about WHEELCHAIR’s competition, its products or financial condition. Making promises regarding WHEELCHAIR’s products is prohibited.


Fair Dealing


It is important to uphold practices of fair dealing. No form of manipulation, concealment, abuse of information or misrepresentation of material facts is allowed. Any other form of unfair dealing is also not allowed. For clarification on these matters, please ask management.


Political Contributions


No company funds are to be contributed directly to political candidates. However, on the employee’s own time and with their own resources, he or she can engage in political activity.


Safety in the Workplace


WHEELCHAIR is committed to providing a safe and healthy workplace.  In order to achieve this, WHEELCHAIR complies with all environment, safety and heath laws and regulations that are applicable to the business.  Each employee is responsible for obeying company policy concerning these matters as well as matters concerning violence, harassment, substance abuse as well as similar workplace matters. WHEELCHAIR is dedicated to the maintenance, the design and the construction of operating facilities that protect its employees and physical resources, which includes requiring the use of adequate protective equipment and measures which insists that all work be done in a safe manner.


Waivers


There shall be no waiver of this Code for any executive officer, exempt by the Board of Directors or a designated committee.  In the event that any such waiver is granted, the waiver will be disclosed to WHEELCHAIR shareholders in the form of an 8-K.


In Conclusion


You are a guardian of WHEELCHAIR’s ethical standards. Although there are no general rules, if you are in doubt, please ask yourself the following:


·

Will my actions be ethical in every regard and do they fully comply with the law and with WHEELCHAIR policy?

·

Will my actions have the appearance of impropriety?

·

Will my actions be questioned by management, supervisors, fellow employees, customers, family and the general public?


If you feel uncomfortable with any answers to the questions above, do not take the contemplated action without discussing with management. If, after speaking with management, you are still uncomfortable, follow the steps outlined in “Reporting Ethical Violations”. Employees who violate or ignore this Code of Conduct and Ethics, and/or any manager who penalizes one of their subordinates for trying to follow this Code, will be subjected to corrective action that could include immediate termination where appropriate.  However, your actions should be governed by ethics and professionalism and not the treat of corrective action. We hope that you share our beliefs and dedication to ethical behavior and professionalism, as well as maintaining a healthy work environment.  We want to hold ourselves to the highest standard and continue to make WHEELCHAIR a successful company.



5






Peter Messineo, CPA

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511




Consent of Independent Registered Public Accounting Firm


I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, reference to my report dated December 5, 2011 relative to the financial statements of Wheelchair ADL Solutions Corporation, as of November 30, 2011 and for the period November 10, 2011 (date of inception) through November 30, 2011.   


I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.



/s/ Peter Messineo, CPA



Peter Messineo, CPA

Palm Harbor, Florida

December 9, 2011