Attached files
file | filename |
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EX-3 - Kama Resources Inc. | kamas1bylawsjan410.htm |
EX-23 - Kama Resources Inc. | kamas1consentjan410.htm |
EX-99.1 CHARTER - Kama Resources Inc. | kamas1subagreejan410.htm |
EX-3 - Kama Resources Inc. | kamas1articlesjan410.htm |
As Filed With the Securities and Exchange Commission on December 31, 2009
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KAMA RESOURCES INC.
(Exact name of registrant as specified in its charter))
Nevada 6199 N/A
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of organization) Classification Code) Identification #)
Suite 1707-B, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, China 510030
Tel. 8613808821282
Fax. 862083332588
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
American Corporate Register Inc.
711 S Carson Street Ste 6
Carson City, Nevada 89701
(619) 275-1040
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Fusion Business Group Inc.
2498 West 41 Avenue #232
Vancouver, British Columbia, Canada, V6M 2A7
Tel: (604) 269-6622 Fax: (604) 269-6623
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]
If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed under Rule 462(c) of 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 under Rule 462(d) of 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Securities to be Amount To Be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee [1]
--------------------------------------------------------------------------------
Common Stock: 2,000,000 0.01 $20,000 $1.43
================================================================================
[1] Estimated solely for purposes of calculating the registration fee under
Rule 457.
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 FURTHIS AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THISEAFTER 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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
PROSPECTUS
KAMA RESOURCES INC.
2,000,000 SHARES OF COMMON STOCK
NO MINIMUM 2,000,000 MAXIMUM
to be sold by the registrant as issuer and by current shareholder
This is the initial public offering of common stock of Kama Resources Inc. and no public market currently exists for these shares. Kama Resources Inc. is offering for sale up to 2,000,000 shares of our common stock on a self-written, best efforts basis at a fixed price of $0.01 per share for the duration of the offering.
There are no provisions for the return of funds if only a small number of shares are sold and no minimum subscription amount has been set for these shares to be sold by Kama Resources Inc. and no commissions will be paid for the sale of the 2,000,000 shares offered by Kama Resources Inc.
The sales price to the public is fixed at $0.01 per share for the duration of the offering. We intend to contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB upon effectiveness of this registration statement. However, there is no guarantee our common stock will be accepted for quotation on the OTC Bulletin Board.
Our shares are of common stock and are not traded anywhere.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT
PAGE 4.
Price to Expenses Proceeds to us
Public
------------
Per Share Minimum $ 0.01 $ 0.005 $ 0.005
Per Share Maximum $ 0.01 $ 0.0025 $ 0.0075
Minimum $ 10,000 $ 5,000 $ 5,000
Maximum $ 20,000 $ 5,000 $ 15,000
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 date of this prospectus is December 31, 2009.
TABLE OF CONTENTS
Page No.
--------
Summary of Prospectus 3
Risk Factors 4
Use of Proceeds 7
Determination of Offering Price 8
Dilution of the Price You Pay for Your Shares 8
Plan of Distribution; Terms of the Offering 11
Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Business 16
Management 18
Executive Compensation 19
Principal Shareholders 20
Description of Securities 21
Certain Transactions 22
Litigation 22
Experts 23
Legal Matters 23
Financial Statements 23
SUMMARY OF OUR OFFERING
OUR BUSINESS
Kama Resources Inc. was incorporated in the state of Nevada on October 19, 2009. Kama intends to develop and become a premier servicer for non-traditional automobile finance loans for car dealerships. Kama will specialize in mitigating loan losses and maximizing total dollars collected for holders of non-traditional automobile loan portfolios. The initial region we plan to market our product in will be Changchun, Jilin, China.
We currently have not advanced beyond the business plan state since our inception until the date of this filing. We plan to raise initial seed financing through the sale of our common shares as described in this offering. The initial seed financing will be put towards designing and writing software, and paying for costs related to registering the Companys common stock for public sale. We anticipate that in order for us to begin commercialization of our website and software, we will need to raise additional capital. We currently do not have any specific plans to raise the funds.
We do not intend to open any new stores; enter in to any new type of business; or, purchase other assets in the next twelve month period following the date of this prospectus. From inception until the date of filing, we have had no material operating activities. Our current cash balance is $2,743. We anticipate that our current cash balance will not satisfy our current cash needs for the following twelve month period. We are applying to become a public reporting company in order to raise initial seed financing for the Companys operations and to make the Company a more attractive investment candidate for prospective investors.
THE OFFERING
Following is a brief summary of this offering:
Securities being offered by the Company |
A maximum 2,000,000 shares of common stock, par value $0.001 |
Offering price per share |
$0.01 |
Offering period |
Our shares are being offered for a period not to exceed 270 days. |
Net proceeds to us |
Approximately $15,000 assuming the maximum number of shares are sold. |
Number of shares outstanding before the offering |
3,000,000 |
Number of shares outstanding after the offering if all the shares are sold |
5,000,000 |
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of October 31, 2009
----------------------
(audited)
BALANCE SHEET
Total Assets $ 2,743
Total Liabilities $ 0
Stockholders' Deficit $ 0
October 19, 2009 (Inception) to
October 31, 2009
----------------
(audited)
INCOME STATEMENT
Revenue $ 0
Total Expenses $ 257
Net Loss $ 0
RISK FACTORS
PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR
COMMON STOCK.
RISKS ASSOCIATED WITH KAMA RESOURCES INC.
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THISE IS SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
1. Our auditors have issued a going concern opinion. This means that we may not be able to achieve our objectives and may have to suspend or cease operations. Our auditors have issued a going concern opinion as at October 31, 2009. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you will lose your investment.
2. Because all of our assets and our officers and directors are located outside of the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors. All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our director and officer are a national and/or resident of other countries other than the United States, and all or a substantial portion of such persons assets are located outside of the United States. As a result it may be difficult for an investor to effect service process or enforce within the United States and judgments contained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities law of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our directors and officer predicated upon the civil liability provisions of the securities law of the United States or any state there, or be competent to hear original actions brought in Canada or other jurisdictions against us or our officers and director predicated upon the securities law of the United States or any state thereof.
3. Because we have only one officer and director who are responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties or assessments against us. We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosures and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they would be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
4. Because our sole executive officer will be devoting limited time to our operations, our operations could be sporadic which may result in periodic interruptions or suspensions of operations and a lack of revenues which may cause to cease operations. Dayong Sun, our sole executive officer will only be devoting limited time to our operations. Mr. Sun will be devoting approximately thirty hours a weeks to our operation. Because Mr. Sun will be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Sun. As a result, operations may be periodically interrupted or suspended which could result in lack of revenues and a possible cessation of operations.
5. Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations. We do not maintain insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have the sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.
We were incorporated on October 19, 2009 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $257 for filing fees and general office expenses. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon:
* completion of this offering;
* our ability to attract customers who will buy our goods from us; and,
* our ability to generate revenues through the sale of our goods.
Based upon current plans, we expect to incur operating losses in future periods
since we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause you to lose your investment.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT WHICH ULTIMATELY WILL
RESULT IN A CESSATION OF OPERATIONS.
We have no customers. We have not identified any customers and we cannot
guarantee we will ever have any customers. Even if we obtain customers, there is
no guarantee that we will generate a profit. If we cannot generate a profit, we
will have to suspend or cease operations.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. IF
WE NEED ADDITIONAL FUNDS AND ARE UNABLE TO RAISE THEM WE WILL HAVE TO TERMINATE
OUR OPERATIONS.
We have not yet started our business. We need the proceeds from this offering to
start our operations. If the maximum of $20,000 is raised, this amount will
enable us, after paying the expenses of this offering, to operate for one year.
If we need additional funds and are unable to raise the money, we will have to
cease operations.
IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Since we are small and do not have much capital, we must limit marketing our
services. The sale of goods is how we will initially generate revenues. Because
we will be limiting our marketing activities, we may not be able to attract
enough customers to operate profitably. If we cannot operate profitably, we may
have to suspend or cease operations.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM
ATTRACTING CUSTOMERS AND RESULT IN A LACK OF REVENUES THAT MAY CAUSE US TO
SUSPEND OR CEASE OPERATIONS.
Our sole officer and director, Mr. Dayong Sun, will only be devoting limited time to our operations. Mr. Dayong Sun, our president and sole director will be
devoting approximately 20 hours per week of his working time to our operations.
Because our sole officer and director will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a possible cessation of
operations.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO FORMAL TRAINING IN
FINANCIAL ACCOUNTING AND MANAGEMENT, WHO IS RESPONSIBLE FOR OUR MANAGERIAL AND
ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE
AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH
COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When the disclosure
and accounting controls referred to above are implemented, he will be
responsible for the administration of them. Should he not have sufficient
experience, she may be incapable of creating and implementing the controls which
may cause us to be subject to sanctions and fines by the SEC which ultimately
could cause you to lose your investment. However, because of the small size of
our expected operations, we believe that he will be able to monitor the
controls she will have created and will be accurate in assembling and providing
information to investors.
BECAUSE OUR SOLE OFFICER AND DIRECTOR DOES NOT HAVE PRIOR EXPERIENCE IN
FINANCIAL ACCOUNTING AND THE PREPARATION OF REPORTS UNDER THE SECURITIES
EXCHANGE ACT OF 1934, WE MAY HAVE TO HIRE INDIVIDUALS WHICH COULD RESULT IN AN
EXPENSE WE ARE UNABLE TO PAY.
Because our sole officer and director does not have prior experience in
financial accounting and the preparation of reports under the Securities Act of
1934, we may have to hire additional experienced personnel to assist us with the
preparation thereof. If we need the additional experienced personnel and we do
not hire them, we could fail in our plan of operations and have to suspend
operations or cease operations entirely and you could lose your investment.
RISKS ASSOCIATED WITH THIS OFFERING:
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR
INVESTMENT.
Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to bankruptcy laws. If a creditor sues us and obtains
a judgment against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions of this
offering are not satisfied, it is possible that a creditor could attach your
subscription which could preclude or delay the return of money to you. If that
happens, you will lose your investment and your funds will be used to pay
creditors.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WHO IS ALSO OUR SOLE PROMOTER, WILL OWN
89% OF OUR TOTAL OUTSTANDING COMMON STOCK, HE WILL RETAIN CONTROL OF US AND WILL BE ABLE TO DECIDE WHO WILL BE DIRECTORS AND YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS WHICH COULD DECREASE THE PRICE AND MARKETABILITY OF OUR SHARES.
Even if we sell all 2,000,000 shares of common stock in this offering, Mr. Dayong Sun will own 60% of the total outstanding common stock. As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Dayong Sun will be able to elect all of our directors and control our operations, which could decrease the price and marketability of our shares.
BECAUSE THISE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK.
There is currently no public trading market for our common stock. Therefore
there is no central place, such as stock exchange or electronic trading system,
to resell your shares. If you want to resell your shares, you will have to
locate a buyer and negotiate your own sale.
BECAUSE THE SEC IMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO
DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING TO TRADE
THEM. THIS MEANS THAT YOU MAY HAVE DIFFICULTY RESELLING YOUR SHARES AND THIS MAY
CAUSE THE PRICE OF OUR SHARES TO DECLINE.
Our shares would be classified as penny stocks and are covered by Section 15(g)
of the Securities Exchange Act of 1934 and the rules promulgated there under
which impose additional sales practice requirements on brokers/dealers who sell
our securities in this offering or in the aftermarket. For sales of our
securities, the broker/dealer must make a special suitability determination and
receive from you a written agreement prior to making a sale for you. Because of
the imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of our shares to decline.
FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND
SELL OUR STOCK.
The FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity and liquidity of our common stock. Further, many brokers
charge higher transactional fees for penny stock transactions. As a result,
fewer broker-dealers may be willing to make a market in our common stock, which
may limit your ability to buy and sell our stock and
USE OF PROCEEDS
Our offering is being made in a direct public offering, without any involvement
of underwriters or broker-dealers, 1,000,000 common shares (half), 2,000,000
common shares (total) basis. The table below sets forth the use of proceeds if
1,000,000 or 2,000,000 common shares of the offering are sold.
1,000,000 2,000,000
------- ---------
Gross proceeds $ 10,000 $ 20,000
Offering expenses $ 5,000 $ 5,000
Net proceeds $ 5,000 $ 15,000
The net proceeds will be used as follows:
Website development $ 2,000 $ 3,000
Marketing and advertising $ 1,000 $ 7,000
Audit, accounting and filing fees $ 2,000 $ 5,000
TOTAL $ 5,000 $ 15,000
Total offering expenses of $5,000 to be paid from the proceeds of the offering
are for legal fees and auditing fees related to this offering. No other expenses
of the offering will be paid from the proceeds.
After the completion of this offering, we intend to initiate the development of
our website "WWW.KAMARESOURCES.CN" We intend to hire an outside web designer to
assist us in designing and building our website.
Marketing and advertising will be focused on promoting our company, advertising
it in local newspapers, magazines, city billboards, etc. We also intend to
design and develop our corporate brochure which will advertise our products,
our prices and would be delivered to all automobile dealers in the area.
We estimate our auditing and accounting fees to be $5,000 during the next twelve
months.
The proceeds from the offering will allow us to operate for twelve months. Dayong Sun our sole officer and director determined that the funds would last twelve months, including filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order for
us to raise $20,000 in this offering. The offering price bears no relationship to our assets, earnings, book value or other criteria of value. Among the factors we considered were:
* our lack of operating history;
* the proceeds to be raised by the offering;
* the amount of capital to be contributed by purchasers in this offering
in proportion to the amount of stock to be retained by our existing
stockholder; and
* our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of our shares being
offered. Dilution of the value of our shares you purchase is also a result of
the lower book value of our shares held by our existing stockholders.
As of October 31, 2009, the net tangible book value of our shares of common
stock was a deficit of ($257) or approximately ($0.001) per share based upon
3,000,000 shares outstanding.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of our shares are sold, the
net tangible book value of the 5,000,000 shares to be outstanding will be
$23,000 or approximately $0.0046 per share. The net tangible book value of our
shares held by our existing stockholder will be increased by $0.0036 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.01 per share to $0.0046 per share
After completion of this offering, if 2,000,000 shares are sold, you will own
40% of the total number of outstanding shares for which you will have made a
cash investment of $20,000, or $0.01 per share. Our existing stockholders will
own 60% of the total number of outstanding shares for which they have made cash
contributions totaling $3,000.00 or approximately $0.001 per share.
IF 62.5% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event 62.5% of the shares are sold, the
net tangible book value of the 4,250,000 shares then outstanding will be
$15,500, or approximately $0.00365 per share. The net tangible book value of our
shares held by our existing stockholders will be increased by $0.00265 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.01 per share to $0.00365 per share.
After completion of this offering, if 1,250,000 shares are sold, you will own
approximately 29% of the total number of outstanding shares for which you will
have made a cash investment of $12,500, or $0.01 per share. Our existing
stockholders will own approximately 70% of the total number of outstanding
shares for which they have made cash contributions totaling $3,000.00 or
approximately $0.001 per share.
IF 1,000,000 SHARES ARE SOLD:
Upon completion of this offering, in the event 50% of shares are sold, the net tangible book value of the 3,000,000 shares to be outstanding will be $13,000, or approximately $0.00325 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.00225 per share without any additional investment on their part. You will incur an immediate dilution from $0.01 per share to $0.00325 per share.
After completion of this offering, if 1,000,000 shares are sold, you will own
approximately 25% of the total number of outstanding shares for which you will
have made a cash investment of $10,000, or $0.01 per share. Our existing
stockholders will own approximately 75% of the total number of outstanding
shares for which they have made cash contributions totaling $3,000.00 or
approximately $0.001 per share.
The following table compares the differences of your investment in our shares
with the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD:
Price per share $ 0.001
Net tangible book value per share before offering $ 0.001
Potential gain to existing shareholders $ 15,000
Net tangible book value per share after offering $ 0.0046
Increase to present stockholders in net tangible book
value per share after offering $ 0.0036
Capital contributions $ 3,000
Number of shares outstanding before the offering 3,000,000
Number of shares after offering assuming the sale of the maximum
number of shares 5,000,000
Percentage of ownership after offering 60%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.0046
Capital contributions $ 20,000
Number of shares after offering held by public investors 2,000,000
Percentage of capital contributions by existing shareholders 13.04%
Percentage of capital contributions by new investors 86.96%
Percentage of ownership after offering 40%
PURCHASERS OF SHARES IN THIS OFFERING IF 62.5% OF SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.00365
Capital contributions $ 12,500
Number of shares after offering held by public investors 1,250,000
Percentage of capital contributions by existing shareholders 19.355%
Percentage of capital contributions by new investors 80.645%
Percentage of ownership after offering 29%
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share $ 0.01
Dilution per share $ 0.00325
Capital contributions $ 10,000
Percentage of capital contributions by existing shareholders 23.08%
Percentage of capital contributions by new investors 76.92%
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 25%
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering up to 2,000,000 shares of common stock on a self-underwritten
basis, 1,000,000 shares minimum, 2,000,000 shares maximum. The offering price is
$0.01 per share. Funds from this offering will be placed in a separate bank
account at US Bank, 2385 North Oxnard Blvd, Oxnard, CA,93036. The
bank's telephone number is (805) 604-2200. The funds will be maintained in a
separate bank until we receive a minimum of $10,000 at which time we will remove
those funds and use the same as set forth in the Use of Proceeds section of this
Prospectus. This account is not an escrow, trust or similar account. Your
subscription will only be deposited in a separate bank account under our name.
As a result, if we are sued for any reason and a judgment is rendered against
us, your subscription could be seized in a garnishment proceeding and you could
lose your investment, even if we fail to raise the minimum amount in this
offering. As a result, there is no assurance that your funds will be returned to
you if the minimum offering is not reached. Any funds received by us thereafter
will immediately used by us. If we do not receive the minimum amount of $10,000
within 270 days of the effective date of our registration statement, all funds
will be promptly returned to you without a deduction of any kind. During the 270
day period, no funds will be returned to you. You will only receive a refund of
your subscription if we do not raise a minimum of $10,000 within the 270 day
period referred to above. There are no finders involved in our distribution.
Officers, directors, affiliates or anyone involved in marketing our shares will
not be allowed to purchase shares in the offering. You will not have the right
to withdraw your funds during the offering. You will only have the right to have
your funds returned if we do not raise the minimum amount of the offering or if
there is a material change in the terms of the offering. The following are
material changes that would entitle you to a refund of your money:
* an extension of the offering period beyond 270 days;
* a change in the offering price;
* a change in the minimum sales requirement;
* a change to allow sales to affiliates in order to meet the minimum
sales requirement; or
* a change in the amount of proceeds necessary to release the funds held
in the separate bank account.
If any of the above material changes occur, a new offering may be made by means
of a post-effective amendment.
We will sell the shares in this offering through Dayong Sun, our sole officer
and director. He will not receive a commission from the sale of any shares. He
will not register as a broker-dealer under section 15 of the Securities Exchange
Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering
of the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The person is not statutorily disqualified, as that term is defined in
Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with his participation by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated
person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that He (A) primarily performs, or is intended primarily
to perform at the end of the offering, substantial duties for or on behalf of
the Issuer otherwise than in connection with transactions in securities; and (B)
is not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve months; and (C) does not participate in selling and
offering of securities for any Issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Dayong Sun is not statutorily disqualified, is not being compensated, and is
not associated with a broker/dealer. He is and will continue to be our sole
officer and director at the end of the offering and has not been during the last
twelve months and is currently not a broker/dealer or associated with a
broker/dealer. He will not participate in selling and offering securities for
any issuer more than once every twelve months.
Only after our registration statement is declared effective by the SEC, do we
intend to advertise, through tombstones, and hold investment meetings in various
states where the offering will be registered. We will not utilize the Internet
to advertise our offering. Dayong Sun will also distribute the prospectus to
potential investors at meetings, to business associates and to his friends and
relatives who are interested in a possible investment in the offering. No shares
purchased in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering to
reach the minimum. We intend to sell our shares outside of the United States.
SECTION 15(g) OF THE EXCHANGE ACT - PENNY STOCK RULES
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the OTC Bulletin Board 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 those rules, deliver a standardized risk
disclosure document prepared by the SEC, which:
* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation to such duties or other requirements;
* contains a brief, clear, narrative description of a dealer market,
including "BID" and "ASK" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the SEC shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer:
* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or othis
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our securities because it will be subject
to these penny stock rules. Therefore, security holders may have difficulty
selling those securities.
REGULATION M
Our sole officer and director, who will sell the shares, is aware that he is
required to comply with the provisions of Regulation M, promulgated under the
Securities and Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes officers and/or directors, sales agents, any
broker-dealers or other person who participate in the distribution of shares in
this offering from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of 270 days, or sooner
if the offering is completed or otherwise terminated by us.
We will not accept any money until this registration statement is declared
effective by the SEC.
PROCEDURES FOR SUBSCRIBING
We will not accept any money until this registration statement is declared
effective by the SEC. Once the registration statement is declared effective by
the SEC, if you decide to subscribe for any shares in this offering, you must:
1. Execute and deliver a subscription agreement, a copy of which is
included with the prospectus; and
2. Deliver a check, wire transfer, bank draft, money order or cash to us for
acceptance or rejection.
All checks for subscriptions must be made payable to "KAMA RESOURCES INC.".
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a development stage corporation and have not started operations and have
not yet generated or realized any revenues.
Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we complete the development of our website and begin
implementing and marketing our dealerships to our target markets. Accordingly, we must raise cash from sources other than operations. Our only other source for
cash at this time is investments by others in our company. We must raise cash to
implement our project and begin our operations. Whether we raise the minimum or
maximum amount of money in this offering, it will last twelve months. The
difference between the minimum and maximum amount relates to the website
development; marketing and advertising; equipment and office furniture; and
hiring one employee. In each case, if we raise the maximum amount, we will
devote more funds to the same in order to enhance the quality of the website and
promote our business plan to potential customers. We will not begin operations
until we raise money from this offering.
We have only one officer and director. He is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When these controls
are implemented, he will be responsible for the administration of the controls.
Should He not have sufficient experience, He may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the SEC which ultimately could cause you to lose your investment.
PLAN OF OPERATION
Assuming we raise the minimum amount in this offering, we believe we can satisfy
our cash requirements during the next 12 months. We will not be conducting any
product research or development. We do not expect to purchase any significant
equipment. Further we do not expect significant changes in the number of
employees.
Upon completion of our public offering, our goal is to commence our operations.
We intend to accomplish the foregoing through the following milestones:
1. Complete our public offering. We believe that we will raise sufficient
capital to begin our operations, and we believe that this could take
up to 270 days from the date the Securities and Exchange Commission
declares our offering effective. We will not begin operations until we
have closed this offering. We intend to concentrate all of our efforts
on raising as much capital as we can during this period.
2. After completion of the offering, we will immediately begin to develop
our website. We believe that our website can be fully operational
within 180 days. We also intend to design and develop our "Kama Resources Corporate Brochures which will advertise our product and our prices. In the beginning of our business operations we plan to advertise our business on the local billboards.
3. After our website is established, we intend to begin to market our
business to potential customers and investors through our website, our
brochures, billboard advertisement and by personal contacts through
Dayong Sun, our president. We will also design a brochure and
deliver it to the mailboxes of the residents in the area of the city
of Changchun.
If we cannot generate sufficient revenues to continue operations, we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in development stage operations and have
not yet generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain
the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available to us on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON OCTOBER 19, 2009 TO OCTOBER 30, 2009
During this period we incorporated the company, and hired an
auditor for the preparation of this registration statement. We also prepared an
internal business plan. We have not yet started our proposed business operations and will not do so until we have completed this offering. We expect to begin
operations within 120 days after we complete this offering.
Since inception, we have issued 3,000,000 shares of common stock to our sole
officer and director.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
begin operations but we cannot guarantee that once we begin operations we will
stay in business after operations have commenced. If we are unable to
successfully attract customers to utilize our pharmacy, we may use up the
proceeds from this offering and will need to find alternative sources, like a
second public offering, a private placement of securities, or loans from our
officers or others in order for us to continue our operations. At present, we
have not made any arrangements to raise additional capital, other than through
this offering.
Our sole officer and director is willing to loan us money for our operations
until this offering has been completed or until the offering period has expired.
If we need additional capital and cannot raise it we will either have to suspend
operations until we do raise the capital or cease operations entirely.
Other than as described in this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any revenues from our
business operations.
We issued 3,000,000 shares of common stock pursuant to an exemption from
registration contained in Regulation S of the General Rules and Regulations
promulgated under the Securities Act of 1933. This was accounted for as a sale
of common stock.
As of October 31, 2009, our total assets were $2,743.00 and our total liabilities were
$0.
BUSINESS
GENERAL
We were incorporated in the State of Nevada on October 19, 2009. We have not
started operations. We are developing a website "WWW.KAMARESOURCES.CN" and also
designing and developing our "Kama Corporate Brochure" which will advertise our
product, our prices and would be delivered to all residents in the area. In the
beginning of our business operations, we plan to advertise our business on the
local billboards that will promote our business.
We have not yet generated any revenues and the only operations that we have
engaged in is the development of a business plan. Our business office is located
at Suite 1707-B, 17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our telephone number is 8613808821282. This is the office of our President, Dayong Sun.
We have no plans to change our planned business activities or to combine with
another business, and we are not aware of any events or circumstances that might
cause these plans to change. We have not yet begun operations and will not begin
operations until we have completed this offering. Our plan of operation is
forward looking and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of success of our
operations or the acceptance of our products or advisory services by the public.
OUR STRATEGY
We intend to open a network of automobile finance dealers in different cities in China. Currently, we do not have any customers or any contracts for our services. We also have not yet commenced any operations.
TARGET MARKET
We intend to target the city of Changchun, China. In our first year of
operation, we plan to open a network of automobile finance dealers in Changchun. Customers will pay for our services with cash.
REGULATORY REQUIREMENTS
We might be required to obtain special licenses, or meet special regulatory
requirements before establishing our business, other than a business license. If
new government regulations, laws, or licensing requirements are passed that
would restrict or eliminate delivery of any of our intended services, then our
business may suffer. For example, if we were required to obtain a government
issued license for the purpose of opening the business, then we may not be able
to qualify for such a license. If such a licensing requirement existed, and we
were not able to qualify, then our business would suffer.
MARKETING
Initially, our services will be promoted by Dayong Sun. He will discuss our
services with his friends and business associates. We also anticipate utilizing
other marketing avenues in our attempt to make our services known to the general
public and attract potential customers. These marketing activities will be
designed to inform potential customers about the benefits of using our services
and may include the following: development and distribution of marketing
literature; direct mail and email advertising; billboards advertisement and,
promotion of our web site.
REVENUE
We intend to generate revenues by selling our services. Therefore, we
will require substantial start-up capital in order to setup our business and
begin operations. Dayong Sun, our president, will be devoting approximately
20 hours a week of his time to our operations. Once we begin operations Mr.
Sun has agreed to commit more time as required. Because Dayong Sun will
only be devoting limited time to our operations, our operations may be sporadic
and occur at times which are convenient to Dayong Sun. As a result, operations
may be periodically interrupted or suspended which could result in a lack of
revenues and a cessation of operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees, other than
our sole officer and director. We intend to hire additional employees when they
are needed.
OFFICES
Our offices are currently located at Suite 1707-B, 17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our telephone number is 8613808821282.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole director will serve until his successor is elected and qualified. Our
sole officer is elected by the board of directors to a term of one year and
serves until his successor is duly elected and qualified, or until He is
removed from office. Our board of directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our sole officer and director is set
forth below:
Name and Address Age Positions
---------------- --- ---------
Dayong Sun 37 President, Chief Executive Officer, Secretary,
Suite 1707-B, 17th Floor Treasurer, Chief Financial Officer, and the
CTS Center, 219 Zhong Shan sole member of the Board of Directors
Wu Road, Guangzhou, China
510030
The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.
BACKGROUND OF OUR SOLE OFFICER AND DIRECTOR
DAYONG SUN - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER, CHIEF
FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER AND OUR SOLE DIRECTOR.
Sun, Dayong
1986 1990 University of Jilin
2519 Jiefang rd. Changchun Jilin, China
Bachelor degree of mechanical and electronic engineering
1991 1994 Electronic engineer @ FAW Group (biggest car manufactor in China, assembles Audi, VW, TOYOTA, Mazda)
No.2259 Dongfeng Street, Changchun, P.R.China
1995 1998 Changchun Computer College
369 Xueyuan st. Changchun Jilin
Diploma of programming
2000 2004 Qiming Information Technology Co.
A sub company of FAW Group. Develops software for cars.
Programmer
2004 - 2009 Project manager at Qiming Information and Technology Co.
Since October 19, 2009, Dayong Sun has been our President, Chief Executive
Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting
Officer and sole member of our Board of Directors. Since June 2004 Mr.
Sun has been working as a programmer at Qiming Information Technology Co. in
Changchun, China. From September 1986 until June 1990 Dayong Sun attended
University of Jilin, China at which time he received his Bachelor's
Degree in Mechanical and Electrical Engineering. Dayong Sun devotes approximately 20 hours per week to
our operations, and will devote additional time as required. Dayong Sun is not
an officer or director of any other reporting company.
AUDIT COMMITTEE FINANCIAL EXPERT
The functions of the Audit Committee are currently carried out by our Board of
Directors. Our Board of Directors has determined that we do not have an audit
committee financial expert on our Board of Directors carrying out the duties of
the Audit Committee. The Board of Directors has determined that the cost of
hiring a financial expert to act as a director and to be a member of the Audit
Committee or otherwise perform Audit Committee functions outweighs the benefits
of having a financial expert on the Audit Committee.
CONFLICTS OF INTEREST
Dayong Sun devotes approximately 20 hours per week to our Company. The only
conflict that exists is Dayong Sun's devotion of time to other projects. We
have no provisions for handling conflicts of interest should they arise in the
future; however, Dayong Sun has agreed not to engage in any business activity
which conflicts with our activities.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from inception on
October 19, 2009, through October 31, 2009, for our sole officer and director.
This information includes the dollar value of base salaries, bonus awards and
number of stock options granted, and certain other compensation, if any.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
------ -------
Securities
Names Other Under Restricted Other
Executive Annual Options/ Shares or Annual
Officer and Compen- SARs Restricted LTIP Compen-
Principal Salary Bonus sation Granted Share/Units Payouts sation
Position Year (US$) (US$) (US$) (#) (US$) (US$) (US$)
--------- ---- ------ ----- ------ ------- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dayong Sun 2009 0 0 0 0 0 0 0
President,
Secretary/Treasurer,
Director
</TABLE>
We do not have any employment agreements with any of our officers. We do not
contemplate entering into any employment agreements until such time as we begin
to attain profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned
by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit sharing
plans for the benefit of our sole officer and director other than as described
herein.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
Our sole director does not receive any compensation for serving as a member of
the board of directors.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if He acted in good faith and in
a manner He reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which He is to be
indemnified, we must indemnify his against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects their ownership assuming
the sale of all of the shares in this offering. The stockholders listed below
have direct ownership of their shares and possesses sole voting and dispositive
power with respect to the shares.
<TABLE>
<CAPTION>
Percentage of<
Number of Percentage of Number of Shares Ownership After
Shares Ownership After Offering the Offering
Name and Address Before the Before the Assuming all of the Assuming all of the
Beneficial Owner [1] Offering Offering Shares are Sold Shares are Sold
-------------------- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Dayong Sun 3,000,000 100.00% 5,000,000 60%
Room 1707-B, 219 Zhong shan Wu Road
Guangzhou, China
510030
</TABLE>
----------
[1] The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct stock holdings. Dayong Sun is the
only "promoter" of our company.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 3,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
General Rules and Regulations promulgated under the Securities Act of 1933.
Under Rule 144, since Dayong Sun is an affiliate as defined in that rule, the
shares can be publicly sold, subject to volume restrictions and restrictions on
the manner of sale, commencing one year after their acquisition.
Shares purchased in this offering, which will be immediately resalable, and
sales of all of our other shares after applicable restrictions expire, could
have a depressive effect on the market price, if any, of our common stock and
the shares we are offering.
There is no public trading market for our common stock. There are no outstanding
options or warrants to purchase, or securities convertible into, our common
stock. There is one holder of record for our common stock. The record holder is
our sole officer and director and He owns 3,000,000 restricted shares of our
common stock.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and thise
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
All shares of common stock now outstanding are fully paid and non-assessable and
all shares of common stock that are the subject of this offering, when issued,
will be fully paid for and non-assessable. We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the State of Nevada for a
more complete description of the rights and liabilities of holders of our
securities.
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 that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of our shares of common stock, present stockholders
will own approximately 50% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position and our general economic
condition. It is our intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business operations.
PREFERRED STOCK
We do not have a class of preferred stock.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the affect of
delaying or preventing a change in control.
REPORTS
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act and the reports will be filed electronically. The reports we will
be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that will contain copies of the reports
we file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We have not yet selected a stock transfer agent.
CERTAIN TRANSACTIONS
In October 2009, we issued a total of 3,000,000 shares of restricted common
stock to Dayong Sun, our sole officer and director. These shares represent
100% of our issued and outstanding shares. This represents the complete interest
of our sole current shareholder prior to any future issuance of stock under this
registration statement.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
EXPERTS
Our financial statements for the period from inception to October 31, 2009,
included in this prospectus have been audited by Kenne Ruan CPA, PLLC, 40 Hemlock Hollow Road, Woodbridge, CT, USA, 06525 telephone: 203-824-0441 as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
We have no legal counsel at this time.
FINANCIAL STATEMENTS
Our fiscal year end is October 31. We will provide audited financial statements
to our stockholders on an annual basis; the statements will be prepared by Kenne Ruan CPA, PLLC 40 Hemlock Hollow Road, Woodbridge, CT, USA, 06525 telephone: 203-824-0441.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Kama Resources Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Kama Resources Inc.(A development stage company) as of October 31, 2009, and the related statements of operations, stockholders' equity and cash flows for the period from October 19, 2009 (inception) to October 31, 2009. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we 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. Our 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kama Resources Inc. as of October 31, 2009, and the results of its operations and its cash flows for the period from October 19, 2009 (inception) to October 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Companys losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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/s/Kenne Ruan, CPA, P.C. |
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Woodbridge, Connecticut December 22, 2009 |
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FINANCIAL STATEMENTS
Kama Resources Ltd.
(a Development Stage Company)
Kama Resources Inc.
-------------------------------
F-1
<PAGE>
Kama Resources Inc.
(A Development Stage Company)
Balance Sheet
As of October 31, 2009
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October 31, |
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2009 |
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ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
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$ 2,743 |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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$ 2,743 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts Payable and Accrued Liabilities - Related Party |
$ - |
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Shareholder Loan |
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- |
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TOAL CURRENT LIABILITIES |
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- |
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Stockholders' Equity |
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Common Stock |
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Authorized: |
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75,000,000 common shares at $0.01 par value |
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/td> | |||||||||
Issued and Outstanding: |
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3,000,000 common shares at $0.001 par value |
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3,000 |
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(Deficit) accumulated during the development stage |
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(257) |
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TOTAL STOCKHOLDERS' EQUITY |
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2,743 |
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TOTAL LIABILITIES AND EQUITY |
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$ 2,743 |
F-2
<PAGE>
Kama Resources Inc.
(A Development Stage Company)
Statement of Operations
For the Period From October 19, 2009 (Inception) Through October 31, 2009
Revenues |
- |
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General and Administration Expenses |
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Filing Fees |
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$ 194 |
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Bank charges |
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63 |
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Total Expenses |
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257 |
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/td> |
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Operating loss |
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(257) |
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Net (loss) for the period |
$ (257) |
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Net (loss) per share/td> |
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Basic and diluted |
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$ - |
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Weighted Average Shares Outstanding |
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Basic and diluted |
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3,000,000 |
F-3
<PAGE>
Kama Resources Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period from October 19, 2009 (inception) Through October 31, 2009