1419583--3/31/2009--Cellteck

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Risk Factors Relating to the Spin-Off Our historical financial information may not be indicative of our future results as an independent company. As an independent company we may incur increased costs after the spin-off or as a result of the spin-off that may cause our profitability to decline. If we are not successful in achieving brand recognition for our new brand, our competitive position will be weakened and we may lose market share. Following the spin-off, we will have substantial indebtedness, which could have a negative impact on our financing options and liquidity position. Our financing arrangements will subject us to various restrictions that could limit our operating flexibility. Our designated executive team may have limited experience working together to lead an independent company. Risk Factors Relating to Our Business We are dependent on one supplier for the main ingredient used in our product, and we do not currently have any other source for that ingredient. If we are unable to successfully execute our growth strategy, our business and future results of operations may suffer. We depend on the efforts and abilities of our management to continue operations. We face widespread competition from other industry related product offerings that may reduce our market share and harm our financial performance. If we fail to anticipate or respond adequately to changes in technology and user preferences, our competitive position in this market could be materially adversely affected. Additional regulation regarding information technology could lead to increased costs. Loss of key personnel or our inability to attract and retain highly qualified individuals could materially adversely affect our business. The loss of important intellectual property rights could adversely affect our prospects and results of operations. Environmental compliance costs and liabilities could adversely affect our operating results, including our cash available for operations. Our exposure to legal proceedings could have a material adverse effect on our operating results or financial condition. Our reliance on technology could have a material adverse effect on our business. Risk Factors Relating to Ownership of Our Common Stock Our officers, directors and principal shareholders own a majorityof our outstanding shares of common stock, allowing these shareholders control matters requiring approval of our shareholders. Shares of our common stock may continue to be subject to price volatility and illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities exchange The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly. Our common stock may be subject to penny stock regulations which may make it difficult for investors to sell their stock. Our capital raising may adversely affect holders of our common stock through the issuance of more senior securities or through dilution. Our financing arrangements will contain significant limitations on our ability to pay dividends on shares of our common stock. There is no assurance that we will declare dividends or have the available cash to make dividend payments. Anti-takeover provisions of our articles of incorporation and bylaws, the terms of our spin-off from China Ivy and subsequent financing arrangements and certain provisions of Nevada law could delay or prevent a change of control that you may favor.

Full 10-K form ▸

1419583--3/31/2009--Cellteck_Inc.