Attached files
file | filename |
---|---|
EX-3.B - ARTISON - BYLAWS - Artison Investments, Ltd. | artison_bylaws.htm |
EX-3.A - ARTISON - ARTICLES OF INCORPORATION - Artison Investments, Ltd. | artison_articles.htm |
EX-99.B - ARTISON - S-1 - SUBSCRIPTION AGREEMENT - Artison Investments, Ltd. | artison_subagreement.htm |
EX-14 - ARTISON - CODE OF ETHICS - Artison Investments, Ltd. | artison_codeofethics.htm |
EX-23.B - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artison_auditorconsent.htm |
EX-23.A - ARTISON - S-1 - ATTORNEY CONSENT - Artison Investments, Ltd. | artison_attorneyconsent.htm |
EX-99.A - ARTISON - S-1 - ESCROW AGREEMENT - Artison Investments, Ltd. | artison_escrowagreement.htm |
EX-15.1 - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artisoon_auditorconsent.htm |
EX-5.A - ARTISON - S-1 - ATTORNEY OPINION - Artison Investments, Ltd. | artison_attorneyopinion.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Artison
Investments, Ltd.
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(Exact
Name of registrant in its charter)
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Nevada
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5211
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99-0360706
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(State
or jurisdiction of incorporation or organization)
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(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
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16526
106th
CT
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Orland
Park, Illinois 60647
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(408)
385-9449
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(Address
and telephone number of principal executive offices)
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R.V.
Brumbaugh, Esq.
417
West Foothill Boulevard, Suite B175
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Glendora,
California 91741
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Telephone
(626) 335-7750
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Fax
(626) 335-7750
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(Name,
address and telephone number of agent for service)
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Copies to:
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Ted
D. Campbell II
20475
Hwy. 46 West, Suite 180-PMB 177
Spring
Branch, Texas 78070
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Telephone
(210) 913-5497
|
Approximate
date of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If any of
the securities being registered are being 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 securities for an offering pursuant to Rule
462(b) under 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 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. [ ]
Indicate
by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accredited filer or a smaller reporting
company.
Large
accelerated filer
[ ] Accelerated
filer [ ]
Non-accelerated
filer
[ ] Smaller
reporting company [X]
CALCULATION
OF REGISTRATION FEE
Tile
of each class of securities to be registered
|
Dollar
amount to be registered
|
Proposed
maximum offering price per share (1)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee (2)
|
Common
Stock
|
$75,000.00
|
$0.05(3)
|
$75,000.00
|
$2.95
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|
(1)
|
This
is an initial offering of securities by the registrant and no current
trading market exists for our common stock. The Offering price of the
common stock offered hereunder has been arbitrarily determined by the
Company and bears no relationship to any objective criterion of
value. The price does not bear any relationship to the assets,
book value, historical earnings or net worth of the Company. 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, the present
financial resources of the Company, and the likelihood of acceptance of
this Offering.
|
|
(2)
|
Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457.
|
|
(3)
|
The
Company will be selling its common stock in this Offering at a fixed price
of $0.05 per share.
|
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.
1
The
information in this document is not complete and may be changed. The Company may
not sell the securities offered by this document until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities, and the Company is not
soliciting an offer to buy these securities, in any state or other jurisdiction
where the offer or sale is not permitted.
Prospectus
Artison
Investments, Ltd.
1,500,000
Shares of Common Stock
$0.05 per
share
Artison
Investments, Ltd. (“AIL” or the "Company") is offering on a best-efforts basis a
minimum of 500,000 and a maximum of 1,500,000 shares of its common stock at a
price of $0.05 per share. The shares are intended to be sold directly
through the efforts of Debopam Mukherjee, our sole officer. The intended
methods of communication include, without limitation, telephone and personal
contacts. For more information, see the section titled "Plan of Distribution"
herein.
The
proceeds from the sale of the shares in this offering will be payable to R.V.
Brumbaugh, Esq. - Trust Account fbo Artison Investments, Ltd. All
subscription funds will be held in a non-interest or minimum interest bearing
Trust Account pending the achievement of the Minimum Offering and no funds shall
be released to Artison Investments, Ltd. until such a time as the minimum
proceeds are raised. If the minimum offering is not achieved within
180 days of the date of this prospectus, all subscription funds will be returned
to investors promptly without interest or deduction of fees. The Company
shall have the right, in its sole discretion, to extend the initial offering
period an additional 180 days. See the section entitled "Plan of Distribution”
herein. Neither the Company nor any subscriber shall be entitled to
interest no matter how long subscriber funds might be held.
The
offering may terminate on the earlier of: (i) the date when the sale of all
1,500,000 shares is completed, (ii) anytime after the minimum offering of
500,000 shares of common stock is achieved, or (ii) 180 days from the effective
date of this document.
Prior to
this offering, there has been no public market for Artison Investments, Ltd.'s
common stock. We are a development stage company which currently has
limited operations and has not generated any revenue. Therefore, any investment
involves a high degree of risk.
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN
AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK
FACTORS” HEREIN ON PAGE 7.
Number
of Shares
|
Offering
Price
|
Underwriting
Discounts & Commissions
|
Proceeds
to the Company
|
|
Per
Share
|
1
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$0.05
|
$0.00
|
$0.05
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Minimum
|
500,000
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$25,000
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$0.00
|
$25,000
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Maximum
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1,500,000
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$75,000
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$0.00
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$75,000
|
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. The price of $0.05 per share is a fixed for the duration of this
offering.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Subject
to completion, dated September 9, 2010
2
TABLE
OF CONTENTS
PAGES
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PART I – INFORMATION REQUIRED IN THE
PROSPECTUS
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Item
3
|
Summary
Information and Risk Factors
|
4
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Item
4
|
Use
of Proceeds
|
12
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Item
5
|
Determination
of Offering Price
|
12
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Item
6
|
Dilution
|
13
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Item
7
|
Selling
Shareholders
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14
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Item
8
|
Plan
of Distribution
|
14
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Item
9
|
Description
of Securities to be Registered
|
16
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Item
10
|
Interests
of Named Experts and Counsel
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17
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Item
11
|
Information
with Respect to the Registrant
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18
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Description
of Business
|
18
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Description
of Property
|
22
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Legal
Proceedings
|
23
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Market
price and Dividends on the Issuer’s Common Stock
|
23
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
25
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
25
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Directors,
Executive Officers, Promoters and Control Persons
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29
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Executive
Compensation
|
30
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Security
Ownership of Certain Beneficial Owners and Management
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30
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Certain
Relationships and Related Transactions
|
31
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Reports
to Security Holders
|
31
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Item
12A
|
Disclosure
of Commission Position on Indemnification
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31
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Financial
Statements – Audited Financial Statements
|
32
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Part II – INFORMATION NOT REQUIRED IN THE
PROSPECTUS
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|||||
Item
13
|
Other
Expenses of Issuance and Distribution
|
45
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Item
14
|
Indemnification
of Officers and Directors
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45
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Item
15
|
Recent
Sales of Unregistered Securities
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45
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Item
16
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Exhibits
and Financial Statements Schedules
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46
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Item
17
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Undertakings
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47
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Signatures
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48
|
3
PART I: INFORMATION REQUIRED
IN PROSPECTUS
ITEM 3 - SUMMARY INFORMATION
AND RISK FACTORS
SUMMARY
INFORMATION AND RISK FACTORS
THE
COMPANY
Business
Overview
Artison
Investments, Ltd. ("AIL" or the "Company"), was originally incorporated in the
State of Nevada on April 23, 2010. The Company is a development stage company
with the principal business objective to develop and market to the U.S. market a
wide range of commercial and domestic products using Bamboo Composite Laminates
(and Jute) in various forms and synthetic resins of international grade. Under a
marketing arrangement with an affiliated Company, Artison Investments, Ltd.
(Artison Europe), Artison initially plans to launch product lines in two
categories mainly the industrial packaging and the other in home furnishing
use.
We are a
small, start-up company that lacks a stable customer base. Since our inception
on April 23, 2010 to the present, we have generated no revenues and have
incurred a cumulative net loss as reflected in the financial statements.
Additionally, we have no or nominal assets and, as such, we are defined as a
“Shell Company” under Rule 405 of the Securities Act of 1933, as amended (the
“Securities Act”). The Company has never been party to any bankruptcy,
receivership or similar proceeding, nor has it undergone any material
reclassification, merger, consolidation, purchase or sale of a significant
amount of assets not in the ordinary course of business. The Company
believes that, if it obtains the minimum proceeds from this offering, it will be
able to implement the business plan and conduct business pursuant to the
business plan for the next 12 months.
We have
filed this registration statement in an effort to become a fully reporting
company with the Securities and Exchange Commission in order to enhance our
ability to raise additional working capital. There is currently no public market
for our common stock. We plan to contact market makers in order to arrange for
an application to be made with respect to our common stock, to be approved for
quotation on the Over-the-Counter Bulletin Board (OTCBB®) upon the effectiveness
of this prospectus and closure of the offering. There are no guarantees that we
will be successful in finding a market maker willing to file an application on
our behalf or that upon filing we will be successful in becoming listed on the
OCTBB®.
Artison
Investments, Ltd. currently has one individual acting as the sole officer and
director of the company. This individual allocates time and personal
resources to the Company on a part-time basis.
As of the
date of this prospectus, we have 8,500,000 shares of $0.001 par value common
stock issued and outstanding.
Artison
Investments, Ltd.’s operations and corporate offices are located at 16526 106th
CT, Orland Park, Illinois 60647, with a telephone number of (408)
385-9449.
Artison
Investments, Ltd.’s fiscal year end is April 30.
THE
OFFERING
Artison
Investments, Ltd. is offering, on a best efforts, self-underwritten basis, a
minimum of 500,000 and a maximum of 1,500,000 shares of its common stock at a
price of $0.05 per share. The price of $0.05 per share is a fixed for the
duration of this offering. The proceeds from the sale of the shares in this
offering will be payable to "R.V. Brumbaugh, Esq. - Trust Account fbo Artison
Investments, Ltd." and will be deposited in a non-interest or minimum interest
bearing bank account until the minimum offering proceeds are
raised. No interest shall be paid to any investor or to the Company.
All subscription agreements and checks are irrevocable and should be delivered
to R.V. Brumbaugh, Esq. fbo Artison Investments, Ltd., at the address provided
on the Subscription Agreement. Failure to do so will result in checks
being returned to the investor who submitted the check. Artison
Investments, Ltd.’s trust agent, R.V. Brumbaugh, Esq., acts as legal counsel for
Artison Investments, Ltd. and therefore, may not be considered an independent
third party.
All
subscription funds will be held in trust pending the achievement of the Minimum
Offering and no funds shall be released to Artison Investments, Ltd. until such
a time as the minimum proceeds are raised (see the section titled "Plan of
Distribution" herein). Any additional proceeds received after the
minimum offering is achieved will be immediately released to the Company by the
Escrow Agent, R.V. Brumbaugh, Esq. The offering may terminate on the
earlier of: (i) the date when the sale of all 1,500,000 shares is completed,
(ii) anytime after the minimum offering of 500,000 shares of common stock is
achieved, or (ii) 180 days from the effective date of this
document.
4
The
offering price of the common stock has been determined arbitrarily 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.
Artison
Investments, Ltd. will apply the gross proceeds from the offering to pay for
offering expenses which shall include legal and professional fees, accounting
fees, escrow fees, and state/federal filing fees. Additionally, the Company will
apply the net proceeds, after the payment of offering expenses, to pay for
marketing expenses, administrative expenses, web site preparation, legal and
professional fees, travel expenses, and general working capital.
Artison
Investments, Ltd. has not presently secured a transfer agent. The Company
anticipates contracting with Empire Stock Transfer, Inc. which has a corporate
address at 1859 Whitney Mesa Drive, Henderson, Nevada 89104. The Company
anticipates contracting with Empire Stock Transfer, Inc. prior to the filing of
a 15c2-11 in order to facilitate the processing of stock
certificates.
The
purchase of the common stock in this offering involves a high degree of risk.
The common stock offered in this prospectus is for investment purposes
only and currently no market for our common stock exists. Please refer to
the sections entitled "Risk Factors" and "Dilution" below in this prospectus
before making an investment in this stock.
SUMMARY
FINANCIAL INFORMATION
The
following table sets forth summary financial data derived from our financial
statements. The data should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.
Artison
Investments, Ltd.
(A
Development Stage Company)
Statements
of Operations Data
Inception
April 23, 2010
through
April 30, 2010
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REVENUES
|
$
|
-
|
|||
Cost
of Sales
|
-
|
||||
Gross
Profit
|
-
|
||||
EXPENSES
|
|||||
General
and Administrative
|
2,200
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||||
Total
Expenses
|
2,200
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||||
LOSS
FROM OPERATIONS
|
(2,200)
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INCOME
TAX EXPENSE
|
-
|
||||
NET
LOSS
|
$
|
(2,200)
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BASIC
LOSS PER COMMON SHARE
|
$
|
(0.00)
|
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WEIGHTED
AVERAGE NUMBER OF
COMMON
SHARES OUTSTANDING
|
8,500,000
|
5
Artison
Investments, Ltd.
(A
Development Stage Company)
Balance
Sheets Data
April
30, 2010
|
||
ASSETS
|
||
Current
Assets
|
||
Cash
|
$
|
-
|
Total
Current Assets
|
-
|
|
TOTAL
ASSETS
|
$
|
-
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
|
||
CURRENT
LIABILITIES
|
||
Accounts
Payable
|
$
|
200
|
Total
Current Liabilities
|
200
|
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
||
Preferred
stock, 5,000,000 shares authorized, at $0.001 par value, no shares issued
and outstanding
|
||
Common
stock, 10,000,000 shares authorized at $0.001 par value, 8,500,000 shares
issued and outstanding
|
8,500
|
|
Additional
Paid In Capital
|
(8,500)
|
|
Accumulated
Deficit
|
(6,500)
|
|
Total
Stockholders’ Equity (Deficit)
|
(2,200)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$
|
-
|
(Balance
of the Page Intentionally Left Blank)
6
RISK
FACTORS
INVESTMENT
IN THE SECURITIES OFFERED HEREIN IS SPECULATIVE, IS SUBJECT TO A NUMBER OF RISKS
AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO
THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT
DECISION CONCERNING THE COMMON STOCK. ONLY THOSE INVESTORS WHO ARE PREPARED TO
POTENTIALLY RISK A TOTAL FINANCIAL LOSS OF THEIR INVESTMENT IN THIS COMPANY
SHOULD CONSIDER INVESTING.
THE
FACTORS SET FORTH BELOW, ALONG WITH THE OTHER INFORMATION CONTAINED HEREIN,
SHOULD BE CONSIDERED CAREFULLY IN EVALUATING OUR PROSPECTS. FURTHER,
THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, GOALS, OBJECTIVES, EXPECTATIONS
AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS SECTION APPLY
TO ALL FORWARD-LOOKING STATEMENT WHEREVER THEY APPEAR IN THIS
DOCUMENT. READERS ARE CAUTIONED THAT, WHILE THE FORWARD-LOOKING
STATEMENTS REFLECT OUR GOOD FAITH BELIEFS, THEY ARE NOT GUARANTEES OF FUTURE
PERFORMANCE, AND INVOLVE KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN ADDITION, ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN AND OUR BUSINESS, OUR FINANCIAL CONDITION OR THE
RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED. IN
SUCH CASE, SOME OF THE FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS DOCUMENT. IN THE EVENT THAT ACTUAL RESULTS DO NOT MEET
EXPECTATIONS, THERE COULD BE A CONSEQUENT NEGATIVE EFFECT ON THE POSITION OF
INVESTORS.
Artison
Investments, Ltd.’s operations depend solely on the efforts of Debopam
Mukherjee, our sole officer and a director. Mr. Mukherjee has limited experience
related to public company management. Because of this, we may be
unable to offer and sell the shares in this offering, develop our business or
manage our public reporting requirements. The Company cannot guarantee that it
will be able overcome any such obstacles.
Mr.
Mukherjee may be involved in other employment opportunities and may periodically
face a conflict in selecting between Artison Investments, Ltd. and other
personal and professional interests. The Company has not formulated a
policy for the resolution of such conflicts should they occur. If the
Company loses Mr. Mukherjee to other pursuits, the Company may not be able to
recover or to hire additional personnel which could affect the Company’s current
operations.
BECAUSE WE HAVE ONLY
RECENTLY COMMENCED BUSINESS OEPRATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE.
We have
only recently commenced business operations and have not earned revenues to
date. We possess no operating history and nor any prior experience in
managing a public company. There is no assuredness as to successful
operations by us. It is not possible at this time to predict success
with any degree of assurance due to problems associated with the commencement of
new business. An investor should consider the risks, expenses and
uncertainties that an early stage company like ours faces. Potential
investors should be aware that there is a substantial risk of failure associated
with any new business venture as a result of problems encountered in connection
with the commencement of new operations. These include, but are not
limited to, unanticipated problems relating to the entry of new competition,
unanticipated moves by existing competition and unknown or unexpected additional
costs and expenses that may exceed current estimates. Also, to date,
we have completed only partial development of our intended operations and we can
provide no assurance that our company will have a successful commercial
application. There is no operating history upon which to base any
projections as to the likelihood that we will prove successful in our current
business plan, and thus there can be no assurance that we will be a viable,
ongoing concern.
PURCHASERS IN THIS OFFERING
WILL HAVE NO OR LIMITED CONTROL OVER DECISION MAKING BECAUSE THE COMPANY’S SOLE
OFFICER AND DIRECTOR CONTROLS A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON
STOCK.
Debopam
Mukherjee, our sole officer and director, beneficially owns 100.00% of the
outstanding common stock at the present time. As a result of such ownership,
investors in this offering will have limited control over matters requiring
approval by our security holders, including the election of directors.
Assuming the minimum amount of shares of this offering is sold, he would
retain 93.75% ownership in our common stock. In the event the maximum
offering is attained, he will own 85.00% of our outstanding common
stock. This concentrated control may also make it difficult for our
stockholders to receive a premium for their shares of our common stock in the
event the Company enters into transactions which require stockholder approval.
In addition, certain provisions of Nevada law could have the effect of
making it more difficult or more expensive for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the
Company. This concentration of ownership limits the power to exercise
control by the minority shareholders.
7
INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF THE COMPANY FAILS TO IMPLEMENT ITS BUSINESS
PLAN.
As a
development stage company, we expect to face substantial risks, uncertainties,
expenses and difficulties. Since inception, we have no demonstrable
operational history of any substance upon which you can evaluate our business
and prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development. These risks include, without
limitation, competition, the absence of ongoing revenue streams, inexperienced
management, lack of sufficient capital, and lack of brand
recognition. We cannot guarantee that it will be successful in
accomplishing its objectives.
As of the
date of this prospectus, we have had only limited start-up operations and have
not generated limited revenues. Taking these facts into account, independent
auditors have expressed substantial doubt about our ability to continue as a
going concern. See the independent auditors' report to the financial statements
which is included in this Registration Statement, of which this prospectus is a
part. In addition, our lack of operating capital could negatively impact
the value of our common shares and could result in the loss of your entire
investment.
THE COSTS, EXPENSES AND
COMPLEXITY OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR
OPERATIONS.
After the
effectiveness of this Registration Statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended.
The costs of complying with these complex requirements may be substantial and
require extensive consumption of our time and retention of expensive specialists
in this area. In the event we are unable to establish a base of operations
that generates sufficient cash flows or cannot obtain additional equity or debt
financing, the costs of maintaining our status as a reporting entity may inhibit
our ability to continue our operations.
THE COMPANY MAY NOT BE ABLE
TO GENERATE REVENUES.
We expect
to earn revenues solely in our chosen business area. In the opinion
of our sole officers and directors, we reasonably believe that the Company will
begin to generate significant revenues within approximately three to six months
from the date the minimum offering is achieved. However, failure to
generate sufficient and consistent revenues to fully execute and adequately
maintain our business plan may result in failure of our business.
COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS.
The
market for customers is intensely competitive and such competition is expected
to continue to increase. Generally, our actual and potential
competitors are individuals or small companies with longer operating histories,
greater financial and marketing resources, greater name recognition and an
entrenched client base. Therefore, many of these competitors may be
able to devote greater resources to attracting customers and be able to grant
preferred pricing. Competition by existing and future competitors
could result in our inability to secure an adequate consumer base sufficient
enough to support our endeavors. We cannot be assured that it will be
able to compete successfully against present or future competitors or that the
competitive pressure it may face will not force us to cease
operations.
WE MAY NOT BE ABLE TO ATTAIN
PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE
UNAVAILABLE.
We have
limited capital resources. To date, we have funded our operations
with nominal initial capital and have not generated funds from operations to be
profitable or to maintain consistent operations. Unless we begin to
generate sufficient revenues to finance operations as a going concern on a
consistent basis, we may experience liquidity and solvency
problems. Such liquidity and solvency problems may force us to cease
operations if additional financing is not available. In the event our cash
resources are insufficient to continue operations, we intend to consider raising
additional capital through offerings and sales of equity or debt
securities. In the event we are unable to raise sufficient funds, we
will be forced to terminate business operations. The possibility of
such an outcome presents a risk of a complete loss of your investment in our
common stock.
YOU MAY NOT BE ABLE TO SELL
YOUR SHARES BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK.
There is
no public market for our common stock. The majority of our issued and
outstanding common stock is currently held by Debopam Mukherjee, our sole
officer and directors. Therefore, the current and potential market for our
common stock is limited. In the absence of being listed, no market is
available for investors in our common stock to sell their shares. We
cannot guarantee that a meaningful trading market will develop or that we will
be successful in attaining listing on the OTCBB® or
any other market.
8
If our
stock ever becomes tradable, the trading price of our common stock could be
subject to wide fluctuations in response to various events or factors, many of
which are or will be beyond our control. In addition, the stock market may
experience extreme price and volume fluctuations without a direct relationship
to the operating performance.
INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE OUR STOCK WILL BE SUBJECT TO
PENNY STOCK REGULATION.
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 system). The rules, in part,
require broker/dealers to provide penny stock investors with increased risk
disclosure documents and make a special written determination that a penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These heightened disclosure requirements may
have the effect of reducing the number of broker/dealers willing to make a
market in our shares, thereby reducing the level of trading activity in any
secondary market that may develop for our shares. Consequently,
customers in our securities may find it difficult to sell their securities, if
at all.
INVESTORS IN THIS OFFERING
WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL
DILUTION.
Debopam
Mukherjee, our sole officer and director, acquired a total of 8,500,000
restricted shares of our common stock at a price valued at the par value of
$0.001. Upon the sale of the common stock offered hereby, the investors in
this offering will experience an immediate and substantial "dilution."
Therefore, the investors in this offering will bear a substantial portion
of the risk of loss. Additional sales of our common stock in the future
could result in further dilution. Please refer to the section titled
"Dilution" herein.
"Dilution"
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering,
the level of dilution is increased as a result of the relatively low book value
of our issued and outstanding stock. Assuming all shares offered
herein are sold, giving effect to the receipt of the maximum estimated proceeds
of this offering from shareholders net of the offering expenses, our net book
value will be $66,300.00 or $0.00663 per share. Therefore, the purchasers of the
common stock in this offering will incur an immediate and substantial dilution
of approximately $0.004337 per share while our present stockholders will receive
an increase of $0.00665 per share in the net tangible book value of the shares
they hold. This will result in an 86.74% dilution for purchasers of stock in
this offering.
ALL OF OUR PRESENTLY ISSUED
AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES
ACT, AS AMENDED. WHEN THE RESTRICTION ON ANY OR ALL OF THESE SHARES IS
LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON
STOCK COULD BE ADVERSELY AFFECTED.
All of
the presently outstanding shares of common stock (8,500,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which became effective on February 15, 2008. Pursuant to the
new Rule 144, one year must elapse from the time a “shell company”, as defined
in Rule 405, ceases to be a “shell company” and files Form 10 information with
the SEC, before a restricted shareholder can resell their holdings in reliance
on Rule 144. Form 10 information is equivalent to information that a company
would be required to file if it were registering a class of securities on Form
10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the
amended Rule 144, restricted or unrestricted securities, that were initially
issued by a reporting or non-reporting shell company or an Issuer that has at
anytime previously a reporting or non-reporting shell company as defined in Rule
405, can only be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founders of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
9
THE COMPANY IS SELLING THE
SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND MAY NOT BE ABLE TO
SELL ANY OF THE SHARES OFFERED HEREIN.
The
common shares are being offered on our behalf by Debopam Mukherjee, our sole
officer and director, on a best-efforts basis. No broker-dealer has
been retained as an underwriter and no broker-dealer is under any obligation to
purchase any common shares. There are no firm commitments to purchase
any of the shares in this offering. Consequently, there is no guarantee
that the Company, through its officers and directors, is capable of selling all,
or any, of the common shares offered hereby.
THE COMPANY MAY LOSE ITS TOP
MANAGEMENT WITHOUT EMPLOYMENT AGREEMENTS.
Our
operations depend substantially on the skills, knowledge and experience of
Debopam Mukherjee, our sole officer and director. The Company has no other full
or part-time individuals devoted to the development of our
company. Furthermore, the Company does not maintain key man life
insurance. Without an employment contract, we may lose Mr. Mukherjee,
the sole officer and directors of the Company, to other pursuits without a
sufficient warning and, consequently, we may be forced to terminate our
operations.
Debopam
Mukherjee, our sole officer and director, may be involved in other opportunities
and may face a conflict in selecting between the Company and other interests and
opportunities. We have not formulated a policy for the solution of
such conflicts and potential losses. If we lose Mr. Mukherjee to
other pursuits without a sufficient warning, we may be forced to terminate our
operations.
OUR INTERNAL CONTROLS MAY BE
INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING TO BE UNRELIABLE AND LEAD
TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule
13a-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and/or directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements. Our internal controls may be
inadequate or ineffective, which could cause our financial reporting to be
unreliable and lead to misinformation being disseminated to the public.
Investors relying upon this misinformation may make an uninformed
investment decision.
IF WE ARE UNABLE TO CONTINUE
AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR
INVESTMENT.
As of the
date of this Prospectus, we have had started operations and generated no
revenues. Taking these facts into account, our independent registered
public accounting firm has expressed substantial doubt about our ability to
continue as a going concern in the independent registered public accounting
firm's report to the financial statements included in the registration
statement, of which this prospectus is a part. If our business fails, the
investors in this offering may face a complete loss of their
investment.
OUR SOLE OFFICER AND
DIRECTOR WORKS ON A PART-TIME BASIS. AS A RESULT, WE MAY BE UNABLE TO
DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC REPORTING
REQUIREMENTS.
Our
operations depend on the efforts of Debopam Mukherjee, our sole officer and
director. Mr. Mukherjee has no experience related to public company management.
Because of this, we may be unable to offer and sell the shares in this offering
and develop and manage our business. The Company cannot guarantee you that
it will overcome any such obstacles.
10
Mr.
Mukherjee is involved in other opportunities and may face a conflict in
selecting between the Company and other business interests or opportunities.
We have not formulated a policy for the resolution of such conflicts.
If we lose Mr. Mukherjee to other pursuits without a sufficient warning,
the Company may, consequently, be forced to terminate operations and go out of
business.
WE MAY BE UNABLE TO GENERATE
SUSTAINABLE REVENUE WITHOUT SUBSTANTIAL SALES, MARKETING OR DISTRIBUTION
CAPABILITIES.
The
Company has not substantially commenced its planned business strategy and does
not have any significant sales and marketing capabilities in place yet. We
cannot guarantee that we will be able to develop a sales and marketing plan or
to develop effective operational capabilities. In the event we are unable
to successfully implement these objectives, we may be unable to generate sales
and consequently may be forced to cease operations.
The
Company may also be unable to obtain sufficient quantities of quality clientele
on acceptable commercial terms because it does not have any long term agreements
or commitments in place. Our business would be seriously harmed if we
were unable to develop and maintain marketing relationships on acceptable
terms.
OUR REVENUE AND GROSS MARGIN
COULD SUFFER IF WE FAIL TO MANAGE OUR BUSINESS PLAN AND/OR
ACCOUNTS.
Our
business depends on our ability to acquire a steady base of customers and to be
able to anticipate the needs of that customer base on a timely basis.
Given that we are in the development stage, we may be unable to accurately
anticipate the development of a customer base or be able to accommodate and
service their needs. If we fail to anticipate customer demand properly or
have a delay in the establishment of a substantial, reliable customer base, our
business may be seriously, adversely affected to the extent that we may
terminate operations.
FAILURE BY THE COMPANY TO
ANTICIPATE AND RESPOND TO CHANGES IN CONSUMER PREFERENCES MAY ADVERSELY AFFECT
REVENUES.
Any
change in the preferences of our potential customers or developments in the
industry that the Company fails to anticipate and adapt to could reduce customer
base and the demand for our services. Failure to anticipate and respond to
changes in consumer preferences and demands could lead to, among other things,
customer dissatisfaction, failure to attract demand for our proposed services
and lower profit margins.
Special
Note Regarding Forward-Looking Statements
This
prospectus contains forward-looking statements about our business, financial
condition and prospects that reflect our management's assumptions and beliefs
based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks
and uncertainties underlying such expectations should materialize, the actual
results may differ materially from those indicated by the forward-looking
statements.
The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of the proposed
services that we expect to market, our ability to establish a substantial
customer base, managements' ability to raise capital in the future, the
retention of key employees and changes in the regulation of the industry in
which we function.
There may
be other risks and circumstances that management may be unable to predict.
When used in this document, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such
expressions.
FOR
ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, THE
SHARES OFFERED HEREIN INVOLVE A HIGH DEGREE OF RISK. ANY PERSON
CONSIDERING THE PURCHASE OF THESE SHARES SHOULD BE AWARE OF THESE RISKS AND
OTHER FACTORS SET-FORTH IN THIS MEMORANDUM AND SHOULD CONSULT WITH HIS/HER
LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE
COMPANY. THE SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN
AFFORD TO LOSE ALL OF THEIR INVESTMENT.
11
Without
realizing the minimum offering proceeds, we will not be able to fully implement
our business plan. Please refer to the section, herein, titled
"Management's Discussion and Plan of Operation" for further
information. In the case that the Offering does not reach the maximum
and the total proceeds are less than those indicated in the table, we will have
the discretion to apply the available net proceeds to various indicated uses
within the dollar limits established in the table above.
The
Company intends to use the proceeds from this offering as follows:
Minimum
|
50%
of Maximum
|
Maximum
|
||||
Application
Of Proceeds
|
$
|
%
of total
|
$
|
%
of total
|
$
|
%
of total
|
Total
Offering Proceeds
|
25,000
|
100.00
|
50,000
|
100.00
|
75,000
|
100.00
|
Offering
Expenses
|
||||||
Legal
and Professional Fees
|
5,000
|
25.00
|
5,000
|
10.00
|
5,000
|
6.67
|
Accounting
Fees
|
3,500
|
14.00
|
3,500
|
7.00
|
3,500
|
4.67
|
Escrow
Fees
|
1,000
|
4.00
|
1,000
|
2.00
|
1,000
|
1.33
|
Filing
Fees – State and Federal
|
500
|
2.00
|
500
|
1.00
|
500
|
0.67
|
Total
Offering Expenses
|
10,000
|
40.00
|
10,000
|
20.00
|
10,000
|
13.33
|
Net
Proceeds from Offering
|
15,000
|
60.00
|
40,000
|
80.00
|
65,000
|
86.67
|
Use
of Net Proceeds
|
||||||
Marketing
Expenses
|
2,500
|
10.00
|
10,000
|
20.00
|
12,500
|
16.67
|
Administrative
Expenses
|
1,250
|
5.00
|
5,000
|
10.00
|
10,000
|
13.33
|
Web
Site Preparation
|
2,500
|
10.00
|
5,000
|
10.00
|
10,000
|
13.33
|
Legal
and Professional Fees
|
2,500
|
10.00
|
5,000
|
10.00
|
7,500
|
10.00
|
Travel
Expense
|
2,500
|
10.00
|
7,500
|
15.00
|
13,750
|
18.34
|
Working Capital (1)
|
3,750
|
15.00
|
7,500
|
15.00
|
11,250
|
15.00
|
Total
Use of Net Proceeds
|
15,000
|
60.00
|
40,000
|
80.00
|
65,000
|
86.67
|
Total
Use of Proceeds
|
25,000
|
100.00
|
50,000
|
100.00
|
75,000
|
100.00
|
Notes:
(1)
The category of General Working Capital may include, but not be limited
to, printing costs, postage, communication services, overnight delivery charges,
additional professional fees and other general operating expenses.
ITEM 5 - DETERMINATION OF
OFFERING PRICE
DETERMINATION
OF OFFERING PRICE
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.
In determining the offering price, management considered such factors as
the prospects, if any, for similar companies, anticipated results of operations,
present financial resources and the likelihood of acceptance of this
offering. No valuation or appraisal has been prepared for our
business. We cannot assure you that a public market for our
securities will develop or continue or that the securities will ever trade at a
price higher than the offering price.
12
ITEM 6 –
DILUTION
DILUTION
"Dilution"
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering,
the level of dilution is increased as a result of the relatively low book value
of our issued and outstanding stock. Assuming all shares offered
herein are sold, giving effect to the receipt of the maximum estimated proceeds
of this offering from shareholders net of the offering expenses, our net book
value will be $66,300.00 or $0.00663 per share. Therefore, the purchasers of the
common stock in this offering will incur an immediate and substantial dilution
of approximately $0.004337 per share while our present stockholders will receive
an increase of $0.00665 per share in the net tangible book value of the shares
they hold. This will result in an 86.74% dilution for purchasers of stock in
this offering.
The
following table illustrates the dilution to the purchasers of the common stock
in this offering:
Minimum
|
Maximum
|
|
Offering
|
Offering
|
|
Offering
Price Per Share
|
$0.05
|
$0.05
|
Book
Value Per Share Before the Offering
|
$(0.000253)
|
$(0.000253)
|
Book
Value Per Share After the Offering
|
$0.00181
|
$0.000663
|
Net
Increase to Original Shareholders
|
$0.00183
|
$0.04337
|
Decrease
in Investment to New Shareholders
|
$0.04819
|
$0.00665
|
Dilution
to New Shareholders (%)
|
96.38%
|
86.74%
|
[Balance
of this Page Intentionally Left Blank]
13
SELLING
SHAREHOLDERS
There are
no selling shareholders in this offering
ITEM 8 - PLAN OF
DISTRIBUTION
PLAN
OF DISTRIBUTION
There is
no public market for our common stock. Our common stock is currently
held by one (1) shareholders of record. Therefore, the current and
potential market for our common stock is limited and the liquidity of our shares
may be severely limited. To date, we have made no effort to obtain
listing or quotation of our securities on a national stock exchange or
association. We have not identified or approached any broker/dealers
with regard to assisting us to apply for such listing. We are unable
to estimate when we expect to undertake this endeavor or that we will be
successful. In the absence of listing, no market is available for
investors in our common stock to sell their shares. We cannot
guarantee that a meaningful trading market will develop or that we will be able
to get our common stock listed for trading.
If the
stock ever becomes tradable, the trading price of our common stock could be
subject to wide fluctuations in response to various events or factors, many of
which are beyond our control. As a result, investors may be unable to
sell their shares at or greater than the price at which they are being
offered.
This
offering will be conducted on a best-efforts basis utilizing the efforts of
Debopam Mukherjee, our sole officer and director. Potential investors
include, but are not limited to, family, friends and acquaintances of Debopam
Mukherjee and his associates. The intended methods of communication
include, without limitation, telephone and personal contact. In their
endeavors to sell this offering, they will not use any mass advertising methods
such as the internet or print media.
Funds
received by the sales agent in connection with sales of our securities will be
transmitted immediately into a trust account until the minimum sales threshold
is reached. There can be no assurance that all, or any, of the shares will
be sold.
Debopam
Mukherjee will not receive commissions for any sales originated on our behalf.
We believe that Debopam Mukherjee is exempt from registration as a broker
under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act
of 1934. In particular, as to Debopam Mukherjee, they:
|
1.
|
Are
not subject to a statutory disqualification, as that term is defined in
Section 3(a)39 of the Act, at the time of his or her participation;
and
|
|
2.
|
Are
not to be compensated in connection with his participation by the payment
of commissions or other remuneration based either directly or indirectly
on transactions in securities; and
|
|
3.
|
Are
not an associated person of a broker or dealer;
and
|
4. Meets the conditions of
the following:
|
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.
|
Was
not a broker or dealer, or associated persons of a broker or dealer,
within the preceding 12 months; and
|
|
c.
|
Did
not participate in selling an offering of securities for any issuer more
than once every 12 months other than in reliance on paragraphs within this
section, except that for securities issued pursuant to rule 415 under the
Securities Act of 1933, the 12 months shall begin with the last sale of
any security included within rule 415
Registration.
|
No
officers or directors of the Company may purchase any securities in this
offering.
There can
be no assurance that all, or any, of the shares will be sold. As of this
date, we have not entered into any agreements or arrangements for the sale of
the shares with any broker/dealer or sales agent. However, if we were to
enter into such arrangements, we will file a post effective amendment to
disclose those arrangements because any broker/dealer participating in the
offering would be acting as an underwriter and would have to be so named
herein.
14
In order
to comply with the applicable securities laws of certain states, the securities
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and with which we have complied. The purchasers
in this offering and in any subsequent trading market must be residents of such
states where the shares have been registered or qualified for sale or an
exemption from such registration or qualification requirement is available. As
of this date, we have not identified the specific states where the offering will
be sold.
The
proceeds from the sale of the shares in this offering will be payable to R.V.
Brumbaugh, Esq. Trust Account fbo Artison Investments, Ltd. ("Trust Account")
and will be deposited in a non-interest or minimum interest bearing bank account
until the minimum offering proceeds are raised. Failure to reach the
minimum offering will result in checks being returned to the investor, who
submitted the check. No interest will be paid to any shareholder or
the Company. All subscription agreements and checks are
irrevocable. All subscription funds will be held in the Trust
Account pending achievement of the Minimum Offering and no funds shall be
released to Artison Investments, Ltd. until such a time as the minimum proceeds
are raised. The trust agent will continue to receive funds and
perform additional disbursements until either the Maximum Offering is achieved
or a period of 180 days from the effective date of this offering.
Thereafter, this escrow agreement shall terminate. If the Minimum Offering
is not achieved within 180 days of the date of this, all subscription funds will
be returned to investors promptly without interest or deduction of fees. The fee
of the Trust Agent is $1,000.00. [See Exhibit 99(a)].
Investors
can purchase common stock in this offering by completing a Subscription
Agreement [attached hereto as Exhibit 99(b)] and sending it together with
payment in full. All payments must be made in United States currency
either by personal check, bank draft, or cashiers check. There is no
minimum subscription requirement. All subscription agreements and
checks are irrevocable. The Company expressly reserves the right to either
accept or reject any subscription. Any subscription rejected will be
returned to the subscriber within ten (10) business days of the rejection date.
Furthermore, once a subscription agreement is accepted, it will be
executed without reconfirmation to or from the subscriber. Once we accept
a subscription, the subscriber cannot withdraw it.
[Balance
of this Page Intentionally Left Blank]
15
ITEM 9 - DESCRIPTION OF
SECURITIES TO BE REGISTERED
COMMON
STOCK
Artison
Investments, Ltd. is authorized to issue 70,000,000 shares of common stock,
$0.001 par value. The Company has issued 8,500,000 shares of common
stock to date held by one (1) shareholders of record.
The
holders of Artison Investments, Ltd.’s common stock:
|
1.
|
Have
equal ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of
Directors;
|
|
2.
|
Are
entitled to share ratably in all of assets available for distribution to
holders of common stock upon liquidation, dissolution, or otherwise
winding up of corporate affairs;
|
|
3.
|
Do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
4.
|
Are
entitled to one vote per share on all matters on which stockholders may
vote.
|
All
shares of common stock now outstanding are fully paid for and non assessable and
all shares of common stock which are the subject of this offering, when issued,
will be validly issued, fully paid for, non assessable and free of preemptive
rights according to the legal opinion which has been attached as exhibit to this
filing.
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 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 a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker/dealer, and its salesperson in the transaction, 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 such rules,
the broker/dealer must make a special written determination that a penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These heightened disclosure requirements may
have the effect of reducing the number of broker/dealers willing to make a
market in our shares, reducing the level of trading activity in any secondary
market that may develop for our shares, and accordingly, customers in our
securities may find it difficult to sell their securities, if at
all.
PREFERRED
STOCK
Artison
Investments, Ltd. is authorized to issue 5,000,000 shares of preferred stock,
$0.001 par value. To date, the Company has not issued any preferred
stock.
The
Company has no current plans to either issue any preferred stock or adopt any
series, preferences or other classification of preferred stock. The Board of
Directors is authorized to (i) provide for the issuance of shares of the
authorized preferred stock in series and (ii) by filing a certificate pursuant
to the laws of Nevada, to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof, all without any further vote or action by the
stockholders. Any shares of issued preferred stock would have priority
over the common stock with respect to dividend or liquidation rights. Any
future issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the company without further action by the
stockholders and may adversely affect the voting and other rights of the holders
of common stock.
The
issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of stockholders, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that potentially some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock exchange
rules.
16
PREEMPTIVE
RIGHTS
No holder
of any shares of Artison Investments, Ltd. stock has preemptive or preferential
rights to acquire or subscribe for any unissued shares of any class of stock or
any unauthorized securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock not disclosed
herein.
NON-CUMULATIVE
VOTING
Holders
of Artison Investments, Ltd. 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 directors.
CASH
DIVIDENDS
As of the
date of this prospectus, Artison Investments, Ltd. has not paid any cash
dividends to stockholders. The declaration of any future cash dividend
will be at the discretion of the Board of Directors and will depend upon
earnings, if any, capital requirements and our financial position, general
economic conditions, and other pertinent conditions. The Company does not
intend to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in business operations.
REPORTS
After
this offering, Artison Investments, Ltd. will make available to its shareholders
annual financial reports certified by independent accountants, and may, at its
discretion, furnish unaudited quarterly financial reports.
ITEM 10 - INTEREST OF NAMED
EXPERTS AND COUNSEL
INTEREST
OF NAMED EXPERTS AND COUNSEL
R.V.
Brumbaugh, Esq. is special legal counsel to the Company. Mr. Brumbaugh has a
business address of 417 West Foothill Boulevard, Suite B175, Glendora,
California 91741. Mr. Brumbaugh has provided an opinion on the
validity of the common stock to be issued pursuant to this Registration
Statement. As payment for such services, Mr. Brumbaugh was paid
$3.500. Mr. Brumbaugh has also been retained as special counsel to
our Company for purposes of facilitating our efforts in securing registration
before the Commission and eventual listing on the OTCBB®.
The
financial statements included in this prospectus and the registration statement
have been audited by M&K CPAS, PLLC, an Independent Registered Public
Accounting Firm to the extent and for the periods set forth in their report
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting. M&K CPAS, PLLC is located at 13831 Northwest
Freeway, Suite 575, Houston, Texas 77040.
[Balance
of this Page Intentionally Left Blank]
17
ITEM 11 - INFORMATION WITH
RESPECT TO THE REGISTRANT
DESCRIPTION
OF BUSINESS
Business
Summary
Artison
Investments, Ltd. ("AIL" or the "Company"), was originally incorporated in the
State of Nevada on April 23, 2010. The Company is a development stage company
with the principal business objective to develop and market to the U.S. market a
wide range of commercial and domestic products using Bamboo Composite Laminates
(and Jute) in various forms and synthetic resins of international grade. Under a
marketing arrangement with an affiliated Company, Artison Investments, Ltd.
(Artison Europe), Artison initially plans to launch product lines in two
categories mainly the industrial packaging and the other in home furnishing
use.
We are a
small, start-up company that lacks a stable customer base. Since our inception
on February 17, 2010 to the present, we have generated no revenues and have
incurred a cumulative net loss as reflected in the financial statements.
Additionally, we have no or nominal assets and, as such, we are defined as a
“Shell Company” under Rule 405 of the Securities Act of 1933, as amended (the
“Securities Act”). The Company has never been party to any bankruptcy,
receivership or similar proceeding, nor has it undergone any material
reclassification, merger, consolidation, purchase or sale of a significant
amount of assets not in the ordinary course of business. The Company
believes that, if it obtains the minimum proceeds from this offering, it will be
able to implement the business plan and conduct business pursuant to the
business plan for the next 12 months.
|
1.
|
Wood
versus Bamboo
|
Wood,
even now, despite the fact that many materials of construction like cement
concrete and steel have been developed, is a preferred material for structural
uses & interior designing. Weight for weight, timber is as strong as iron
and five to six times stronger than cement concrete. It is superior to the other
two materials in thermal insulation, sound absorption, electrical resistance
etc., and also has high salvage value. The special advantage of timber as a
structural material is that it can go in as beams, rafters, purloins, trusses
and door and window frames with relatively much less processing costs &
environment degradation in terms of energy consumption than steel and concrete.
However, the main limitation is that almost 60 percent of wood goes as a waste
during conversion of logs into graded structural timber.
Over the
last century demand of wood has been on the increase while the supply has been
on the decline throughout the world. Many reconstituted wood products like
plywood, particle board, fiberboard, insulation board, medium density fiberboard
etc., have been developed which offer wide scope for utilization of fast growing
wood & wood wastes, agricultural residues etc. These have been remarkably
successful for non-structural uses. The uniformity of size and quality, ease of
working and ultimate cost benefits made these products successful to a large
extent in replacing solid wood. However, ironically all these products are again
grossly dependant on wood and thus have a bleak future.
Unfortunately,
man has never given due regards to the positive aspects of forests, the only
renewable natural resource. For decades together indiscriminate and massive
deforestation, particularly in the developing countries has resulted in severe
environmental degradation and thereby assisting global warming.
For the
past two decades or so there has been worldwide campaign against indiscriminate
felling of natural forests and use of wood and wood based products. With the
improved awareness of environment and ecology, there is now a growing respect
for forestry. Administration all over the world has been forced to take several
restrictive measures to protect its natural greenery. New legislations have been
introduced, world-wide, against felling of trees in natural
forests.
The
resultant effects of these developments have adversely affected the wood based
industry in India as the same resulted in a gross imbalance in demand for wooden
composites and supply of raw materials for the wood based industry. Man-made
Production forestry is a very recent concept in the country and will take few
more decades before it could fulfill the genuine demand of the wood based
industry. Today, the very survival of Wood Composite manufacturing Industry in
India is at stake.
A visible
change in life styles and consumerism is also taking place. Number of items
traditionally made from timber, are now being made from suitable alternative
materials. The need of the hour is to detect and bring into commercial use a
suitable alternative to wood having sustainable supply source. The Bamboo and
Jute products developed by Artison will provide environmental friendly green
products on Global Spectrum.
18
|
2.
|
Value
of Bamboo
|
Bamboo, a
fast growing woody raw material for tropics, available in large quantities in
our country has emerged as one of the better choices in this search and best
substitute for the high value natural Hardwoods.
Bamboo,
the nature's substitute for wood is much easier to produce and at the same time
is equally versatile. It achieves great height and thickness in a short time and
is grown almost everywhere in the world. Unlike trees, bamboo when harvested
does not require replanting. It is reported that in bamboo strength increases
after six months and attains maximum in 3 to 4 years. It is as strong if not
stronger than Teak and Sal and its outer layers are stronger than the inner.
Bamboo is a grass and from the environmental standpoint, this is
important.
Bamboo, a
fast growing woody raw material for tropics, available in large quantities in
our country has emerged as one of the better choices in this search and best
substitute for the high value natural Hardwoods.
Our
products will eliminate the negative characteristics of bamboo and blending the
same with its positive parameters in order to produce a composite material which
is not only environmentally friendly but an improved alternative to most popular
natural hardwood.
Technological
developments have made it possible to develop and market a restructured and
reconstituted composite product using bamboo as non-conventional woody materials
which can ultimately replace solid wood as a structural material like Door and
Window frames and at the same time can substitute other reconstituted wood
products like plywood and particle boards in different non-structural uses and
fancy items like flooring, furniture making etc.
Bamboo
Composite Laminates (BCL) is an engineered product, which enhance the inherent
qualities of Bamboo by a few folds and also eradicates its demerits/ defects.
Appearances and impact on environment apart, extensive tests have established
bamboo composites as one of the strongest building materials.
|
3.
|
Types
of Bamboo
|
Bamboos
are a unique group of giant arborescent grasses in which the woody culms arise
from underground rhizomes. They are shrubs and have tree-like habit. Their culms
are erect and sometimes climbing. Bamboos are characterized by woody, mostly
hollow culms with internodes and branches at the culms nodes. They are part of
grass sub-family Bambusoidae, a tribe of the Gramineae and multiply mainly
through vegetative propagation with gregarious flowering habit.
Pachymorph
(Sympodial) Bamboo: These are without real rhizome, the terminal bud sprouts
directly to form shoot and grows in culms. These have two sub-types: (i) with
very short culm neck; and (ii) with more or less elongated culm neck. Pachymorph
bamboos with long culm neck belong to alpine bamboos class.
Leptomorph
(Monopodial) Bamboo: These are real subterranean rhizome. The terminal bud
penetrates horizontally under the ground normally. The bud dies after the
growing season (later fall). Bamboo shoots come from the lateral buds and the
culm above the ground are scattered. It is called running bamboo.
Amphipodial
(mixed type) Bamboo: The other variety is the mixed type .In these bamboos the
subterranean axis consists of both sympodial and monopodial parts.
The
Bamboo used by the Company in the development of our products are mostly
Sympodial Bamboo species which grows in abundance in almost all over
India.
|
4.
|
Important
Characteristics of Bamboo
|
In the
past, the abundance of bamboo in many tropical countries, especially in Asia and
its ability to grow readily and spontaneously has been the cause of neglect in
developing this natural resource. Industry has now realized the socio-economic
and environmental importance of bamboo especially. The same has been listed out
as under:
|
·
|
Bamboo
is the fastest growing plant on this
planet.
|
|
·
|
A
critical element in the balance of oxygen and carbon dioxide in the
atmosphere.
|
|
·
|
A
viable replacement for wood.
|
|
·
|
An
enduring natural resource.
|
|
·
|
Versatile
plant with a short growth cycle.
|
|
·
|
A
critical element of any developing
economy.
|
|
·
|
Essential
structural material in earthquake
architecture.
|
|
·
|
A
renewable resource for agro-forestry
production.
|
|
·
|
An
ancient medicine.
|
|
·
|
An
integral part of the arts.
|
|
·
|
Tool
for erosion and flood control.
|
19
The
unique characteristics of bamboo are as follows:
|
·
|
It
tolerates soil conditions ranging from organically poor to mineral rich
and moisture levels of drought to submergence thus making it valuable for
reclaiming degraded lands and for drought
proofing;
|
|
·
|
Its
foliage shelters topsoil from the onslaught of tropical downpours, while
its leaf litters (up to 10 cm in a year) cushions the soil from the impact
of rain besides absorption and retention of
moisture;
|
|
·
|
It
preserves many exposed areas, providing micro-climate for forest
regeneration and watershed protection (the plant's vast underground
rhizome network may cover up to 100 sq. m. around one bamboo
clump);
|
|
·
|
It
provides healthier environment by sequestration of carbon and lowers light
intensity and offers protection against ultraviolet rays. It provides the
fastest growing canopy possible for degraded lands, developing
micro-climate for other life and yielding more oxygen than equivalent
stands of trees;
|
|
·
|
A
bamboo forest can even be part of natural environmental cleansing system
that converts pollution into plant nutrients while producing valuable
crops;
|
|
·
|
It
is known to be hardy, light and flexible & plant that sought for its
nutritional and environmental value. It has more than 1500 documented
applications;
|
|
·
|
Bamboo
shoots are a good potential source of human food, being relatively high in
protein, amino acids and fibers;
|
|
·
|
Bamboo
is light weight, is elastic and resistant to rupture and is ideal for
using in house construction especially in areas prone to the natural
calamities such as earthquakes and
cyclones;
|
|
·
|
With
tensile strength contending that of steel and a weight-to-strength ratio
greater than graphite, bamboo poles are lashed together for scaffolding
since ancient times;
|
|
·
|
The
industrial potential of bamboo is a viable substitute for timber and for
other uses is gaining importance;
|
|
·
|
Bamboo
furniture, building materials, handicrafts, new generation products
(flooring, roofing, particle board etc.) have great potential for the
future;
|
|
·
|
Bamboo
can be used as fuel in gasifier for generating heat energy and
power;
|
|
·
|
Bamboo
can be converted into good quality charcoal and activated
carbon;
|
|
·
|
Bamboo
fibers can be economically converted into yarns for the clothing and
garment industry;
|
|
·
|
The
medicinal properties of bamboo are well known since ancient time and well
documented in Ayurveda;
|
|
·
|
Expanding
green markets offer new opportunities for the promotion of bamboo as an
alternative to wood. There is a vast range of bamboo items yet to be
developed and marketed; and
|
|
·
|
Gregarious
flowering of bamboo results in mass mortality of clumps, fire hazard and
famine conditions.
|
Product
Development
Artison
has a marketing arrangement with its affiliate, Artison Investments, Ltd. which
is based in London, United Kingdom (Artison Europe). Through its relationship
with Artison Europe, we plan on developing Bamboo and Jute products (BCL’s) as a
replacement for other more prevalent woods used currently in the U.S. Artison
initially has plans to launch product line
in two categories mainly the industrial packaging
and the other in the home furnishing
use.
Industrial
Packaging
Artison
will offer pallets which are with Euro
or American standards and are bio
degradable, eco-friendly made out of JUTE
and BAMBOO. The industrial packaging includes
pallets of various sizes and other
packing panel material. These pallets are designed to support
goods in a stable fashion while being lifted by a forklift, pallet jack, front
loader or other jacking device.
Currently,
Artison plans to offer to domestic customers bamboo pallets which are either 48
by 40 (inches) or 42 by 40 (inches) which are the two most common sizes for
pallets in the U.S. We will also offer to our non-domestic customers sizes
including the 1000 by 1200 (millimeters) standard size which is used maximum in
numbers worldwide, especially in Europe and Asia.
Domestic Products
The
Company will develop Bamboo and Jute based products ranging from
flooring tiles, doors, windows, door &
window frames, staircase railing, furniture
pieces, pre fabricated furniture, false ceiling
tiles, wall paneling etc., can replace any
application where wood is being used. The
products, based upon the specifications and design provide bu our customers,
will be manufactured by Artison Europe. The domestic market
will be addressed by potential business partners
which may include real estate developers, interior designers,
remodelers and furniture makers.
20
We plan
on initially marketing our products directly to customers on a project by
project basis. Artison plans on eventually participating in road shows of
our products and participating in industry conventions where we will demonstrate
the benefits of Bamboo and Jute products and develop relationships with business
partners to adopt to the eco friendly products
to be incorporated for their projects. In
the future, as our use Bamboo and Jute based applications to various products
grows, we plan on to have franchise showrooms in
major cities demonstrating and selling these
products to the consumers directly.
Industrial Segment
Marketing
Artison
plans to market the industrial products
via pallets and packing panels through
partnering with other similar marketing companies.
Budget is kept for acquiring similar
companies in various parts of the
target market. By acquiring companies can
help penetrate into the customer base
and also have direct access to the
customers and markets. First year will
have strategy to work with these
companies and eventually acquire them
keeping the main entrepreneur or the
owner in the company. Strategy is to
have the existing person run the
company under Artison’s control. Americas
will have four such channel partners
covering East, Central, West and Canada.
Europe will have two, one for UK,
and the other for Germany. Pallets
will be shipped in knock down
condition with all instructions and tools
given for assembling them at site. The
replacement market will be addressed by the
channel partners. Various sizes of pallets
are planned to be launched in the
second year.
Domestic Segment
Marketing
The
eco friendly domestic products will be
marketed mainly by channel partners such
as interior designers, chain hotel, motels,
remodelers, builders, real estate developers.
Artison plans to partner with large
retail outlets like Home Depot &
similar catering to home furnishing. Most
of the products will be sold in
a pre fabricated form which is easy
to install by the consumer directly.
Addressing the channel partners will be
done by various time tested methods
like calling them from a off shore
location (India) and setting up time
for meeting with them on a face
to face, giving them trail products to
get them used to the look and
feel of the products, participating in
seminars, exhibitions to generate awareness
and acceptability of the products. Retail
chains carrying out products for home
furnishing will be one of the major
channel partners for getting the product
to te consumer reach. To create more
product visibility Celebrities involved in
Global Warming initiatives will be contacted
for their direct and indirect support
for usage of Artison’s eco friendly
products for home usage replacing wood.
Web or Internet
Marketing
Artison
plan to have an exhaustive web
presence for selling products worldwide.
Various worldwide initiatives related to Global
Warming issue will be linked with the
website. Consumers can click through those
Government or other agency web sites to Artison’s
site for buying of the products directly.
We plan on using major search engines and popular
sites will have Artison’s banner advertisement
placed in strategic places for getting
the consumer attention. This will be a slow
process but will give a large market
presence over a period of time at a
very cost effective way.
Print and Media
Advertisement
There
will be strategic advertisement in business
journals with special articles covering
Global warming Issues, Ecological balance.
Status
of any Publicly announced New Product or Service
We
currently do not have any new products or services. We will develop our
industrial product base directly from orders placed by potential customers who
will provide direct instructions and guidelines on the size and design of the
items they order. Our domestic customers will be real estate developers,
interior designers, remodelers, and furniture makers who will provide
specifications on design of potential products to be developed.
Competitive
business conditions and the smaller reporting company's competitive position in
the industry and methods of competition;
21
We are a
small start-up company with a relatively new product to be introduced into an
already mature industry. The market for customers is intensely competitive and
such competition is expected to continue to increase. Generally, our
actual and potential competitors are individuals or small companies with longer
operating histories, greater financial and marketing resources, greater name
recognition and an entrenched client base. Therefore, many of these
competitors may be able to devote greater resources to attracting customers and
be able to grant preferred pricing. Competition by existing and
future competitors could result in our inability to secure an adequate consumer
base sufficient enough to support our endeavors. We cannot be assured
that it will be able to compete successfully against present or future
competitors or that the competitive pressure it may face will not force us to
cease operations.
Sources
and Availability of Raw Materials and the Names of Principal
Suppliers
The
Company has a marketing arrangement with an affiliated company call Artison
Investments, Ltd. which is based in London, United Kingdom (Artison Europe). Our
sole officer and Director, Debopam Mukherjee, is the owner and officer of
Artison Europe. Artison Europe has the manufacturing and productions ability to
provide the Company with all Bamboo and Jute products as ordered.
Dependence
on one or a few major customers
We
currently do not have any clients or customers. We do not plan to limit our
products to a few major customers, but plan to market our products to
individuals and small business customers.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor
contracts, including duration;
We do not
have any patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts at the present time and do not anticipate this
becoming an issue for our operations in the future.
Need
for any government approval of principal products or services. If government
approval is necessary and the smaller reporting company has not yet received
that approval, discuss the status of the approval within the government approval
process;
Not
applicable.
Effect
of existing or probable governmental regulations on the business;
None
anticipated.
Estimate
of the amount spent during each of the last two fiscal years on research and
development activities, and if applicable, the extent to which the cost of such
activities is borne directly by customers
None
anticipated as we are a product marketing company.
Costs
and effects of compliance with environmental laws (federal, state and
local)
None
anticipated.
Number
of Total Employees and Number of Full Time Employees
Artison
is currently in the development stage. During this development period, we
plan to rely exclusively on the services of our sole officers and directors to
establish business operations and perform or supervise the minimal services
required at this time. We believe that our operations are currently on a
small scale and manageable by us. There are no full time employees to
date. The responsibilities are mainly administrative at this time, as
our operations are minimal.
DESCRIPTION
OF PROPERTY
We use a
corporate office located at 16526 106th CT, Orland Park, Illinois 60647. Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for income.
We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.
22
Debopam
Mukherjee, our sole officer and director, has not been convicted in any criminal
proceeding.
Debopam
Mukherjee, our sole officer and director, has not been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
Debopam
Mukherjee, our sole officer and director, has not been convicted of violating
any federal or state securities or commodities law.
There are
no known pending legal or administrative proceedings against the
Company.
No
officer, director, significant employee or consultant has had any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy filing or
within two years prior to that time.
MARKET
PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK
Market
Price
As of the
date of this prospectus, there is no public market in Artison Investments, Ltd.
common stock. This prospectus is a step toward creating a public market
for our stock, which may enhance the liquidity of our shares. However,
there can be no assurance that a meaningful trading market will develop.
Artison Investments, Ltd. and its management make no representation about
the present or future value of our common stock.
As of the
date of this prospectus,
1. There are no outstanding options or
warrants to purchase, or other instruments convertible into, common equity of
Artison Investments, Ltd.;
2. There are currently 8,500,000 shares
of our common stock held by one (1) shareholder, our sole officer and
director, that is not eligible to be sold pursuant to Rule 144 under
the Securities Act;
3. Other than the stock registered
under this Registration Statement, there is no stock that has been proposed to
be publicly offered resulting in dilution to current shareholders.
All of
the presently outstanding shares of common stock (8,500,000) are "restricted
securities" as defined under Rule 144 promulgated under the Securities Act and
may only be sold pursuant to an effective registration statement or an exemption
from registration, if available. The SEC has adopted final rules
amending Rule 144 which shall become effective on February 15, 2008. Pursuant to
the new Rule 144, one year must elapse from the time a “shell company”, as
defined in Rule 405, ceases to be a “shell company” and files Form 10
information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at anytime previously a reporting or non-reporting
shell company as defined in Rule 405, can only be resold in reliance on Rule 144
if the following conditions are met: (1) the issuer of the securities that was
formerly a reporting or non-reporting shell company has ceased to be a shell
company; (2) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the
securities has filed all reports and material required to be filed under Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve
months (or shorter period that the Issuer was required to file such reports and
materials), other than Form 8-K reports; and (4) at least one year has elapsed
from the time the issuer filed the current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.
At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by the
founder of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.
23
HOLDERS
As of the
date of this prospectus, Artison Investments, Ltd. has 8,500,000 shares of
$0.001 par value common stock issued and outstanding held by one (1) shareholder
of record.
DIVIDENDS
To date,
we have neither declared nor paid any cash dividends on either our preferred
stock or common stock. For the foreseeable future, we intend to retain any
earnings to finance the development and expansion of our business, and do not
anticipate paying any cash dividends on our preferred or common stock. Any
future determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions, including its
financial condition, results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the Board of Directors
considers relevant.
[Balance
of this Page Intentionally Left Blank]
24
MANAGEMENTS’
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE
FOLLOWING PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND THE RELATED NOTES ELSEWHERE IN THIS PROSPECTUS. THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS
THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN
EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK
FACTORS," "DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS
PROSPECTUS.
Review of operations for the
period April 23, 2010 (date of inception) to April 30, 2010
Since
inception, April 23, 2010, our operation has been restricted to development
activities that include the formation of the Company, preparation of this
prospectus, and the preparation of fiscal year ended audited financial
statements. We are a small, start-up company that lacks a stable customer base.
Since our inception, we have generated no revenues and have incurred a
cumulative net loss as reflected in the financial statements. Additionally, we
have no or nominal assets and, as such, we are defined as a “Shell Company”
under Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”).
To date, we have not entered into any products, started a marketing plan, or
attempted to sell products to potentially purchasers.
Going
Concern
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. The Company has incurred material recurring
losses from operations. As of April 30, 2010, the Company has an
accumulated deficit of $2,200 which basically is the expense associated with the
preparation of our financial statements. Additionally, we have no cash currently
and have unprofitable operations. For the year ended April 30, 2010, the
Company sustained a net loss of $2,200. These factors, among others, indicate
that the Company may be unable to continue as a going concern for a reasonable
period of time. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that may be necessary should the
Company be unable to continue as a going concern. The Company's
continuation as a going concern is contingent upon its ability to obtain
additional financing and to generate revenue and cash flow to meet its
obligations on a timely basis. Management's plans in this regard are to
raise equity financing by offering 1,500,000 shares of common stock at $0.05 per
share for gross proceeds of $75,000. If the offering is successful, this
will mitigate these factors which raise substantial doubt about the Company's
ability to continue as a going concern.
Provided
below is selected financial data about our Company for the period from April 23,
2010 to April 30, 2010. Audited financial statements and notes thereto are
included in this Prospectus under “Financial Statements”
Balance
Sheet Data:
Cash
|
$
|
-
|
|
Total
assets
|
$
|
-
|
|
Total
liabilities
|
$
|
200
|
|
Stockholders’
equity
|
$
|
(200)
|
Liquidity and Capital
Resources
As of
April 30, 2010, we had no cash deposited in the bank and accounts payable of
$200. Since inception, April 23, 2010, we have not generated any revenue and
incurred accumulated losses of $2,200. We financed our operations by
issuing 8,500,000 shares of our common stock to our sole director and officer
and an investor for services valued at par value or $8,500 in the aggregate. The
general and administration expenses incurred included $2,000 for the audit of
our fiscal year ended financial statements and the formation of the Company.
We do not have any long-term debts or obligation.
The
offering expenses associated with this offering are estimated to be $10,000.
Our budgeted offering expenses are legal and professional fees of $3,500,
auditor’s fees of $3,500, escrow fees of $1,000, and filing fees of $500.
As of April 30, 2010, the Company had no in cash deposited at the bank.
The sole director and officer has verbally agreed to provide any advances to the
Company to pay any shortfall if we do not raise any funding from the offering
and do not commence our “Plan of Operation” as discussed below and elsewhere in
this Prospectus. There is no written agreement between the officer and the
Company.
25
If we are
successful with the offering of 1,500,000 shares of common stock at $0.05 per
share under this Prospectus, and net proceeds of $65,000 are received, we will
have sufficient funds to fully implement our business plan as discussed in the
“Use of Proceeds” section and elsewhere in this Prospectus. Specifically,
our plan of operation for the next 12 months requires us to:
(1)
Marketing Material – We plan to prepare and develop a high quality brochure or
catalog which will describe our products and provide potential customers color
pictures of these products.
(2) Web
Site Preparation - We plan to develop a fully functional e-commerce web site to
provide our potential customers the ability to view and order our bamboo and
jute products. We plan on hiring an SEO (“Search Engine Optimization”)
professional to maximize our retail online sales.
(3)
Travel to India – The Company sole officer plans on making several trips to
India to secure new products and potentially secure a permanent manufacturing
partner who will develop our products to our specifications.
If we are
unsuccessful in obtaining 100% ($75,000) of the funding under this offering, we
will be unable to commence our business operations at a level as planned and
discussed elsewhere in this Prospectus. We may have to severely limit our
activities, which will directly impact our ability to develop proper marketing
material and a professional web site to attract customers and sale our products.
Additionally, without the maximum offering amount, we will not have a budget to
travel which can severely curtail the amount and types of products we will be
able to secure, and will hinder us from attracting a manufacturing partner in
India. As a result, it may cause our business to fail and investors could lose
their entire investment.
As of the
date of this Prospectus, we do not have any plans to secure any additional
funding apart from the current offering of 1,500,000 shares of our common stock
at $0.05 per share
Our
management does not expect to conduct any research and development.
Artison
Investments, Ltd. currently does not own any significant plant or equipment that
it would seek to purchase or sell in the near future.
Our
management does not anticipate any significant changes in the number of
employees in the next 12 months. Currently, we believe the services
provided by our sole officer and director is sufficient at this
time.
We have
not paid for expenses on behalf of any director. Additionally, we believe
that this practice will not materially change.
Recent Accounting
Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flows. Recent accounting announcements
are disclosed in Note 1 to the Financial Statements included in this
Prospectus.
Critical Accounting Policies
& Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make a variety of estimates and
assumptions that affect (1) the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and (2) the reported amounts of revenues and expenses during the
reporting periods covered by the financial statements.
Our
management routinely makes judgments and estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the future resolution of the uncertainties increase, these judgments
become even more subjective and complex. Although we believe that our
estimates and assumptions are reasonable, actual results may differ
significantly from these estimates. Changes in estimates and assumptions
based upon actual results may have a material impact on our results of operation
and/or financial condition. We have identified certain accounting policies
that we believe are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies
are disclosed in Note 1 to the Financial Statements included in this
Prospectus.
Cash and Cash
Equivalents
Cash
equivalents comprise certain highly liquid instruments with a maturity of three
months or less when purchased. As at April 30, 2010, cash and cash equivalents
consist of cash only.
Comprehensive
Income
The
Company has adopted ASC 220, "Reporting Comprehensive Income", which requires
inclusion of foreign currency translation adjustments, reported separately in
its statement of stockholders' equity, in other comprehensive income. The
Company had no other comprehensive income for the year ended April 30, 2010.
26
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
Foreign Currency
Translation
The
financial statements are presented in United States dollars. The company
maintains United States dollars as the functional currency. Foreign monetary
assets and liabilities are translated into United States dollars at the rates of
exchange in effect at the balance sheet dates. Non-monetary items are translated
at historical rates. Revenue and expense items are translated using the rate in
effect on the date of the transactions.
Concentration of Credit
Risk
The
Company will maintain the majority of its cash in commercial accounts at a major
financial institution. Although the financial institution is considered
creditworthy and has not experienced any losses on its deposits, at April 30,
2010, the Company's cash balance did not exceed Federal Deposit Insurance
Corporation (FDIC) limits.
Property and
Equipment
Property
and equipment are stated at cost. Depreciation is provided using the
straight-line or accelerated methods over the estimated useful lives of the
assets. The useful lives of property, plant and equipment for purposes of
computing depreciation are five to seven years for equipment. The Company
evaluates the recoverability of property and equipment when events and
circumstances indicate that such assets might be impaired. The Company
determines impairment by comparing the undiscounted future cash flows estimated
to be generated by these assets to their respective carrying amounts.
Maintenance and repairs are expensed as incurred. Replacements and
betterments are capitalized. The cost and related reserves of assets sold
or retired are removed from the accounts.
Derivative
Instruments
The
Financial Accounting Standards Board issued ASC 815, "Accounting for Derivative
Instruments and Hedging Activities" (hereinafter "ASC 815"), The statement
establishes accounting and reporting standards for derivative instruments
embedded in other contracts, and for hedging activities. They require that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as a hedge, the objective of
which is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or (ii) the
earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. The Company has not entered into derivative contracts to
hedge existing risks or for speculative purposes.
Deferred tax assets and
liabilities
The
Company recognizes the expected future tax benefit from deferred tax assets when
the tax benefit is considered more likely than not of being realized.
Assessing the recoverability of deferred tax assets requires management to
make significant estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecasted cash flows and
the application of existing tax laws in each jurisdiction. To the extent
that future cash flows and taxable income differ significantly from estimates,
the ability of the Company to realize deferred tax assets could be impacted.
Additionally, future changes in tax laws in the jurisdictions in which the
Company operates could limit the Company’s ability to obtain the future tax
benefits.
Earnings (Loss) Per
Share
The
Company adopted ASC 260, which provides for calculation of "basic" and "diluted"
earnings (losses) per share. Basic earnings (losses) per share includes no
dilution and is computed by dividing net income (loss) available to common
shareholders by the weighted average common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities that
could share in the earnings of an entity similar to diluted earnings per
share.
Fair Value of Financial
Instruments
Fair
value estimates of financial instruments are made at a specific point in time,
based on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot always be
determined with precision. Changes in assumptions can significantly affect
estimated fair values.
The
Company's financial instruments consist of cash, subscription receivable and
accounts payable. The carrying amounts of these financial instruments
approximate fair value due to the short-term nature of these items. Management
is of the opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
27
The
Company provides for income taxes under ASC 740, Accounting for Income Taxes.
ASC 740 requires the use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect when these differences are expected to
reverse.
ASC 740
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 34% to net the loss before
provision for income taxes for the following reasons:
April
30,
2010
|
|
Income
tax expense at statutory rate
|
$ (748)
|
Valuation
allowance
|
748
|
Income
tax expense per books
|
$ -)
|
Net
deferred tax assets consist of the following components as of:
April
30,
2010
|
|
NOL
carryover
|
$ 748
|
Valuation
allowance
|
(748)
|
Net
deferred tax asset
|
$ -)
|
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for federal income tax reporting purposes are subject to
annual limitations. When a change in ownership occurs, net operating loss carry
forwards may be limited as to use in future years. The Company has a $2,200 net
operating loss carry forwards as of April 30, 2010.
Financial
Disclosure
Our
fiscal year end is April 30. We intend to provide financial statements
audited by an Independent Registered Accounting Firm to our shareholders in our
annual reports. The audited financial statements for the period from the
date of incorporation, March 27, 2009, to April 30, 2009 and May 1, 2009 to
April 30, 2010 are located in the section titled “Financial
Statements”.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements.
Since
inception until the present time, the principal independent accounting for the
Company has neither resigned (nor declined to stand for reelection) nor have
been dismissed. The independent accountant for the Company is M&K CPAS,
PLLC, 13831 Northwest Freeway, Suite 575 Houston, Texas 77040.
[Balance
of this Page Intentionally Left Blank]
28
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors
are elected by the stockholders to a term of one year and serve until a
successor is elected and qualified. Officers are appointed by the Board of
Directors to a term of one year and serve until a successor is duly elected and
qualified, or until removed from office. Our Board of Directors does
not have any nominating, auditing or compensation committees.
The
following table sets forth certain information regarding our executive officers
and directors as of the date of this prospectus:
Name
|
Age
|
Position
|
Period of Service(1)
|
Debopam
Mukherjee (2)
|
48
|
President,
Secretary, Treasurer, and Director
|
Since
Inception
|
Notes:
(1) Our
directors will hold office until the next annual meeting of the stockholders,
typically held on or near the anniversary date of inception, and until
successors have been elected and qualified. At the present time, our
officers were appointed by our directors and will hold office until resignation
or removal from office.
(2) Mr.
Mukherjee has outside interests and obligations to other than Artison
Investments, Ltd. Mr. Mukherjee intends to spend approximately 10-15 hours
per week on our business affairs. At the date of this prospectus, Artison
Investments, Ltd. is not engaged in any transactions, either directly or
indirectly, with any persons or organizations considered promoters.
BACKGROUND
OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Debopam
Mukherjee – President, Secretary, Treasurer, and Director – Mr. Mukherjee
has been an entrepreneur for many years. In 1995, Mr. Mukherjee founded the
Astral Group where under his leadership, the Astral Group created innovative
technology solutions configuring on a server class high availability platform
that extends enterprise telephony features and functions to IP packet telephony
network devices using the H.323 protocol. Astral created an entire suite of
products related to the communication needs of enterprises. AVMS’s core
technology is a unique all-in-one solution based on VoIP and LAN Telephony
software that has applications for both Enterprise customers and future IP
Centrex and Communication Application Service Providers. Before starting Astral
in 1995, Mr. Mukherjee co-founded Angine Ltd (a hardware contract manufacturing
unit) in 1989, followed by Color monitor manufacturing in 1993. Mr. Mukherjee’s
business philosophy had been to focus on e-services since they have the
potential to radically energize legacy processes in both technical and business
applications. In 1998, Mr. Mukherjee started Atesto Technologies. The Atesto
Solutions Suite, designed to transform real world testing and performance
management for web applications, is a key component in the implementation and
realization of his vision. Atesto was an integrated Web platform for the
real-world testing and performance management of Web applications. Atesto's
suite of services enhanced the development, testing, deployment, and performance
management of Web applications through their entire lifecycle. Mr. Mukherjee’s
leadership and management skills were instrumental in building an international
presence for Angine, Astral and Atesto almost overnight. The company's marquee
customer base included Microsoft, Beyond.com, Marimba, PlanetWeb, HCL
Technologies, i2 Technologies to name a few. In 1993, Atesto was acquired in a
cash and stock deal by INFOVISTA, a NASDAQ company. Mr. Mukherjee received a
Bachelor Degree in Economics from the University of Calcutta in 1984 and a MBA
from the Indian Institute of Management in 1986.
Board
Committees
Artison
Investments, Ltd. has not yet implemented any board committees as of the date of
this prospectus except for the audit committee which is made up of our sole
officer and director, Debopam Mukherjee.
Directors
The
maximum number of directors Artison Investments, Ltd. is authorized to have is
seven (7). However, in no event may the Company have less than one
director. Although we anticipate appointing additional directors, the
Company has not identified any such person or any time frame within which this
may occur.
[Balance
of this Page Intentionally Left Blank]
29
EXECUTIVE
COMPENSATION
Summary Compensation
Table
|
||||||||
Annual
Compensation
|
Long-Term
Compensation
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation ($)
|
Restricted
Stock Awards ($)
|
Securities
Underlying Options (#)
|
LTIP
Payouts ($)
|
All
Other Compensation ($)
|
Debopam
Mukherjee
|
2010
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Officer
and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTORS'
COMPENSATION
Directors
are not entitled to receive compensation for services rendered to Artison
Investments, Ltd., or for each meeting attended except for reimbursement of
out-of-pocket expenses. There are no formal or informal arrangements or
agreements to compensate directors for services provided as a
director.
EMPLOYMENT
CONTRACTS AND OFFICERS' COMPENSATION
Since
Artison Investments, Ltd.’s incorporation on April 23, 2010, we have not paid
any compensation to any officer, director or employee. We do not have employment
agreements. Mr. Mukherjee’s salary will accrue until such time as the cash flow
from ongoing operations can cover this corporate expense. Any future
compensation, including bonuses based upon corporate performance, to be paid
will be determined by the Board of Directors, and, as appropriate, an employment
agreement will be executed. We do not currently have plans to pay any
material employee compensation until such time as the Company maintains a
positive cash flow.
STOCK
OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN
Artison
Investments, Ltd. currently does not have existing or proposed option or SAR
grants.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of our common stock by all persons
known to us to be beneficial owners of more than 5% of any such outstanding
classes, and by each director and executive officer, and by all officers one
directors as a group. Unless otherwise specified, the named beneficial
owner has, to our knowledge, either sole or majority voting and investment
power.
Title
Of Class
|
Name,
Title and Address of Beneficial Owner of Shares
|
Amount
of Beneficial Ownership(1)
|
Percent
of Class
|
|
Before
Offering
|
After
Offering(2)
|
|||
Common
|
Debopam Mukherjee,
President, Treasurer, Secretary, Director
131,
N S C Bose Road
Kolkata
INDIA 7000040
|
8,500,000
|
100.00%
|
85.00%
|
All
Directors and Officers as a group (1 person)
|
8,500,000
|
100.00%
|
85.00%
|
Footnotes
(1)
As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of a security).
(2)
Assumes the sale of the maximum amount of this offering (1,500,000 shares
of common stock). The aggregate amount of shares to be issued and
outstanding after the offering is 10,000,000.
30
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On or
about April 26, 2010, Debopam Mukherjee, our sole officer and director, was
issued 8,500,000 shares of common stock, par value $0.001 as founder’s
shares,which issuance was exempt from the registration provisions of Section 5
of the Securities Act under Section 4(2) of such same said act.
The price
of the common stock issued to date was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance,
the Company was recently formed or in the process of being formed and possessed
no assets.
REPORTS
TO SECURITY HOLDERS
1. After
this offering, AIL will furnish shareholders with audited annual financial
reports certified by independent accountants, and may, in its discretion,
furnish unaudited quarterly financial reports.
2. After
this offering, AIL will file periodic and current reports with the Securities
and Exchange Commission as required to maintain the fully reporting
status.
3. The
public may read and copy any materials AIL files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. AIL SEC filings will also be
available on the SEC's Internet site. The address of that site
is: http://www.sec.gov
ITEM 12A – DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The Securities and Exchange
Commission’s Policy on Indemnification
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons of the company
pursuant to any provisions contained in its Articles of Incorporation, Bylaws,
or otherwise, Artison Investments, Ltd. 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. In the
event that a claim for indemnification against such liabilities (other than the
payment by AIL of expenses incurred or paid by a director, officer or
controlling person of AIL 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, AIL will, unless in the opinion
of AIL legal counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
[Balance
of this Page Intentionally Left Blank]
31
|
a)
|
Audited
Financial Statements for the Fiscal Year ended April 30,
2010
|
32
ARTISON
INVESTMENTS, LTD.
FINANCIAL
STATEMENTS
April
30, 2010
33
C
O N T E N T S
Report of
Independent Registered Public Accounting Firm F-3
Balance
Sheet F-4
Statement
of Operations F-5
Statement
of Stockholders’ Equity (Deficit) F-6
Statement
of Cash Flows F-7
Notes to
the Financial Statements F-8
34
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Artison
Investments, Ltd.
We have
audited the accompanying balance sheet Artison Investments, Ltd. (a development
stage company) as of April 30, 2010, and the related statements of operations,
stockholders' deficit and cash flows for the period then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 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. We believe that our audits provide 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 Artison Investments, Ltd. as of
April 30, 2010, and the results of its operations and cash flows for the periods
described above 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 suffered losses from operations which raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/M&K
CPAS, PLLC
www.mkacpas.com
Houston,
Texas
August
30, 2010
35
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Balance
Sheet
ASSETS
|
||||||
April
30,
|
||||||
2010
|
||||||
CURRENT
ASSETS
|
||||||
Cash
|
$
|
-
|
||||
TOTAL
ASSETS
|
$
|
-
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||
CURRENT
LIABILITIES
|
||||||
Accounts
payable
|
200
|
|||||
Total
Current Liabilities
|
200
|
|||||
TOTAL
LIABILITIES
|
200
|
|||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||
Preferred
stock, 5,000,000 shares authorized, at $0.001 par value, no shares issued
or outstanding.
|
-
|
|||||
Common
stock, 10,000,000 shares authorized at $0.001 par value; 8,500,000 shares
issued and outstanding
|
8,500
|
|||||
Additional
paid-in capital
|
(6,500)
|
|||||
Deficit
accumulated during the development stage
|
(2,200)
|
|||||
Total
Stockholders' Equity (Deficit)
|
(200)
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-4
36
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Statement
of Operations
From
Inception
|
||||
|
on
April 23,
|
|||
2010
Through
|
||||
April
30,
|
||||
2010
|
||||
SALES
|
$
|
-
|
||
COST
OF SALES
|
-
|
|||
|
Gross
Profit
|
-
|
||
OPERATING
EXPENSES
|
||||
General
and administrative
|
2,200
|
|||
Total
Operating Expenses
|
2,200
|
|||
LOSS
FROM OPERATIONS
|
(2,200)
|
|||
PROVISION
FOR INCOME TAXES
|
-
|
|||
NET
LOSS
|
$
|
(2,200)
|
||
BASIC
AND DILUTED LOSS PER SHARE
|
$
|
(0.00)
|
||
WEIGHTED
AVERAGE NUMBER
|
||||
OF
SHARES OUTSTANDING
|
8,500,000
|
The
accompanying notes are an integral part of these financial
statements.
F-5
37
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Statement
of Stockholders’ Equity (Deficit)
Deficit
|
|||||||||||
Accumulated
|
Total
|
||||||||||
Additional
|
During
the
|
Stockholders'
|
|||||||||
Common
Stock
|
Paid-In
|
Development
|
Equity
|
||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
|||||||
Balance
April 23, 2010
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||
Common
Stock issued to founder
|
8,500,000
|
8,500
|
(8,500)
|
-
|
-
|
||||||
Contributed
capital
|
-
|
-
|
2,000
|
2,000
|
|||||||
Net
loss from inception to
|
|||||||||||
April
30, 2010
|
-
|
-
|
-
|
(2,200)
|
(2,200)
|
||||||
Balance,
April 30, 2010
|
8,500,000
|
$
|
8,500
|
$
|
(6,500)
|
$
|
(2,200)
|
$
|
(200)
|
The
accompanying notes are an integral part of these financial
statements.
F-6
38
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Statement
of Cash Flows
From
Inception
|
||||||
on
April 23,
|
||||||
2010
Through
|
||||||
April
30,
|
||||||
2010
|
||||||
OPERATING
ACTIVITIES
|
||||||
Net
loss
|
$
|
(2,200)
|
||||
Changes
in operating assets and liabilities:
|
||||||
Change
in accounts payable
|
200
|
|||||
Net
Cash Used in
|
||||||
Operating
Activities
|
(2,000)
|
|||||
FINANCING
ACTIVITIES
|
||||||
Contributed
capital
|
2,000
|
|||||
Net
Cash Provided by
|
||||||
Financing
Activities
|
2,000
|
|||||
|
||||||
NET
INCREASE (DECREASE) IN CASH
|
|
-
|
||||
CASH
AT BEGINNING OF PERIOD
|
|
-
|
||||
CASH
AT END OF PERIOD
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||
|
CASH
FLOW INFORMATION
|
|||||
CASH
PAID FOR:
|
||||||
Interest
|
$
|
-
|
||||
Income
taxes
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-7
39
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Notes to
Financial Statements
April 30,
2010
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
Artison
Investments, Ltd., (the Company) was incorporated in the State of Nevada on
April 23, 2010. The Company is a development stage company that plans to market
environment friendly Bamboo and Jute composites for use in flooring and various
construction materials. The Company will market these products across
the US, Europe and Asia through direct retail and wholesale
outlets.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Development Stage
Company
The
Company is a development stage company as defined by FASB
guidelines.
Basic (Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of April 30, 2010.
From
Inception on April 23, 2010
to
April 30,
2010
|
|
Loss
(numerator)
|
$ (2,200)
|
Shares
(denominator)
|
8,500,000.
|
Per
share amount
|
$ (0.00)
|
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.
Comprehensive
Income
The
Company has no component of other comprehensive income. Accordingly, net income
equals comprehensive income for the period ended April 30, 2010.
40
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Notes to
Financial Statements
April 30,
2010
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of April 30,
2010.
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
Income
Taxes
The
Company provides for income taxes under ASC 740, Accounting for Income Taxes.
ASC 740 requires the use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect when these differences are expected to
reverse.
ASC 740
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 34% to net the loss before
provision for income taxes for the following reasons:
April
30,
2010
|
|
Income
tax expense at statutory rate
|
$ (748)
|
Valuation
allowance
|
748
|
Income
tax expense per books
|
$ -)
|
Net
deferred tax assets consist of the following components as of:
April
30,
2010
|
|
NOL
carryover
|
$ 748
|
Valuation
allowance
|
(748)
|
Net
deferred tax asset
|
$ -)
|
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for federal income tax reporting purposes are subject to
annual limitations. When a change in ownership occurs, net operating loss carry
forwards may be limited as to use in future years. The Company has a $2,200 net
operating loss carry forwards as of April 30, 2010.
41
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Notes to
Financial Statements
April 30,
2010
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted an April 30 fiscal year
end.
Stock-based
Compensation.
The
Company accounts for equity instruments issued in exchange for the receipt of
goods or services from other than employees at the estimated fair market value
of the consideration received or the estimated fair value of the equity
instruments issued, whichever is more reliably measurable. The value of
equity instruments issued for consideration other than employee services is
determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services as defined.
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
Recent Accounting
Pronouncements
In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
42
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Notes to
Financial Statements
April 30,
2010
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU 2010-01
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In
January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements
and Disclosure, to require reporting entities to separately disclose the amounts
and business rationale for significant transfers in and out of Level 1 and Level
2 fair value measurements and separately present information regarding purchase,
sale, issuance, and settlement of Level 3 fair value measures on a gross basis.
This standard, for which the Company is currently assessing the impact, is
effective for interim and annual reporting periods beginning after December 15,
2009 with the exception of disclosures regarding the purchase, sale, issuance,
and settlement of Level 3 fair value measures which are effective for fiscal
years beginning after December 15, 2010. The adoption of this standard is not
expected to have a significant impact on the Company’s financial
statements.
In
October 2009, FASB issued an amendment to the accounting standards related to
the accounting for revenue in arrangements with multiple deliverables including
how the arrangement consideration is allocated among delivered and undelivered
items of the arrangement. Among the amendments, this standard eliminated the use
of the residual method for allocating arrangement considerations and requires an
entity to allocate the overall consideration to each deliverable based on an
estimated selling price of each individual deliverable in the arrangement in the
absence of having vendor-specific objective evidence or other third party
evidence of fair value of the undelivered items. This standard also provides
further guidance on how to determine a separate unit of accounting in a
multiple-deliverable revenue arrangement and expands the disclosure requirements
about the judgments made in applying the estimated selling price method and how
those judgments affect the timing or amount of revenue recognition. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective on January 1, 2011.
The
Company has implemented all new accounting pronouncements that are in effect.
These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of
operations
43
ARTISON
INVESTMENTS, LTD.
(A
Development Stage Company)
Notes to
Financial Statements
April 30,
2010
NOTE
2. GOING CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated
deficit of $2,200 as of April 30, 2010. The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE
3. CAPITAL STOCK
The
Company is authorized to issue 70,000,000 shares of common stock, par value
$0.001. At April 30, 2010 the Company had 8,500,000 common shares issued and
outstanding. These common shares were issued to the founder of the
Company.
The
Company is authorized to issue 5,000,000 preferred shares, par value, and
$0.001. At the balance sheet date no preferred stock was issued and
outstanding.
An
unrelated individual contributed $2,000 as a payment for accounting services.
The amount is shown as contributed capital.
NOTE
4. SUBSEQUENT EVENTS
The
Company management reviewed all material events through the date of this report
and determined that there are no other material subsequent events to
report.
44
PART II: INFORMATION NOT
REQUIRED IN PROSPECTUS
ITEM 13 - OTHER EXPENSES OF
ISSUANCE AND DISTRIBUTION
The
following table sets forth the approximate costs and expenses payable by AIL in
connection with the sale of the common stock being registered. AIL has agreed to
pay all costs and expenses in connection with this offering of common stock.
The estimated expenses of issuance and distribution, assuming the maximum
proceeds are raised, are set forth below.
Legal
and Professional Fees
|
$
|
3,500
|
Accounting
Fees
|
$
|
3,500
|
Escrow
Fees
|
$
|
1,000
|
Filing
Fees – State and Federal
|
$
|
500
|
Total
|
$
|
10,000
|
ITEM 14 - INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Artison
Investments, Ltd.’s Articles of Incorporation and Bylaws provide for the
indemnification of a present or former director or officer. AIL indemnifies any
director, officer, employee or agent who is successful on the merits or
otherwise in defense on any action or suit. Such indemnification shall
include, but not necessarily be limited to, expenses, including attorney's fees
actually or reasonably incurred by him. The Company will allow for
discretionary indemnification for each person who serves as or at our request as
an officer or director to the fullest extent of Nevada corporate law. We
may indemnify such individual against all costs, expenses and liabilities
incurred in a threatened, pending or completed action, suit or proceeding
brought because such individual is a director or officer. Such individual
must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interests. In a criminal
action, he must not have had a reasonable cause to believe his conduct was
unlawful.
ITEM 15 - RECENT SALES OF
UNREGISTERED SECURITIES
Since
inception, Artison Investments, Ltd. issued the following unregistered
securities in private transactions without registering the securities under the
Securities Act:
On or
about February 18, 2010, Debopam Mukherjee, the sole officer and director of the
Company, was issued 8,500,000 shares of common stock, par value $0.001 as
founder’s shares,which issuance was exempt from the registration provisions of
Section 5 of the Securities Act under Section 4(2) of such same said
act.
At the
time of the issuance, Debopam Mukherjee was in possession of all available
material information about us, as he is the sole officer and director of the
Company and our founder.. On the basis of these facts, Artison
Investments, Ltd. claims that the issuance of stock to its founding shareholder
qualifies for the exemption from registration contained in Section 4(2) of the
Securities Act of 1933. AIL believes that the exemption from registration
for these sales under Section 4(2) was available because:
|
·
|
Mr.
Mukherjee is an officer and director of AIL and thus had fair access to
all material information about AIL before
investing;
|
|
·
|
There
was no general advertising or solicitation;
and
|
|
·
|
The
shares bear a restrictive transfer
legend.
|
All
shares issued to Debopam Mukherjee were at a par price per share of $0.001.
The price of the common stock issued to him was arbitrarily determined and
bore no relationship to any objective criterion of value. At the time of
issuance, AIL was recently formed or in the process of being formed and
possessed no assets.
45
ITEM 16 - EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
INDEX OF
EXHIBITS
Exhibit
No. Name/Identification
of
Exhibit
3 Articles
of Incorporation and Bylaws
|
a)
|
Articles
of Incorporation filed on April 23,
2010
|
|
b)
|
Bylaws
adopted on April 26, 2010
|
5 Opinion
on Legality
a)
|
Opinion
of R.V. Brumbaugh, Esq.
|
14 Code
of Ethics
15.1 Consent
of Independent Auditor (Audit April 30, 2010)
23 Consent
of Experts
|
a)
|
Consent
of R.V. Brumbaugh, Esq.
|
|
b)
|
Consent
of Independent Auditor
|
99 Additional
Exhibits
|
a)
|
Escrow
Agreement
|
|
b)
|
Subscription
Agreement
|
46
ITEM 17 -
UNDERTAKINGS
UNDERTAKINGS
The
registrant hereby undertakes:
(1) To
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 of
1933, as amended (the "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) 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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For
determining liability under the Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To
file a post-effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
(4) For
determining liability under the Act, to any purchaser in the initial
distribution of securities, the undersigned small business issuer undertakes
that in a primary offering of securities of the undersigned small business
issuer 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 small business issuer 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 small business issuer
relating to the offering required to be filed pursuant to Rule 424 (230.424 of
this chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv) Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
(5)
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer 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. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a Director, officer or controlling person of the
small business issuer 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 small business issuer 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 Act and
will be governed by the final adjudication of such issue.
(6) For
the purpose of determining liability under the Securities Act to any purchaser,
each prospectus filed pursuant to Rule 424(b) as a 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 the 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.
47
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto authorized in the Kolkata, INDIA on September 7,
2010.
Artison
Investments, Ltd.
|
(Registrant)
|
By: /s/ Debopam Mukherjee
|
Debopam
Mukherjee
|
President
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
/s/ Debopam Mukherjee
|
President
and Director
Chief
Executive Officer
|
September
9, 2010
|
Debopam
Mukherjee
|
||
/s/ Debopam Mukherjee
|
Secretary
Chief
Financial Officer
|
September
9, 2010
|
Debopam
Mukherjee
|
||
/s/ Debopam Mukherjee
|
Treasurer
Chief
Accounting Officer
|
September
9, 2010
|
Debopam
Mukherjee
|
48