Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - K
(Mark One)
[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Period year ended October 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ___________________
Commission file number: 333-164206
Kama Resources Inc.
----------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
N/A
(State or other jurisdiction of incorporation or organization) (IRS
Employer Number)
Suite 1707-B, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, China 510030
----------------------------------------------------------
(Address of principal executive office)
Tel. 8613808821282
----------------------------------
(Issuer's telephone number)
n/a
-----------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:
Yes o No x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:
Yes o No x
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days:
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act):
Yes x No o
The aggregate market value of Kama Resources' Common Stock owned
by non-affiliates as of October 31, 2010 was nil.
Number of shares of each class of Kama Resources's capital stock
outstanding as of October 31, 2010: 3,000,000 shares of common stock
1
Kama Resources Inc.
FORM 10-K
For the Fiscal Year ended October 31, 2010
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security
Holders
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters and
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and the Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control
Over Financial Reporting
Report of Independent Registered Public
Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section
16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE
"REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF NEVAEH ENTERPRISES
LTD., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY
AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE
MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,
INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND
OTHER FACTORS.
PART I
Item 1. Description of Business
OUR BUSINESS
We were incorporated in the State of Nevada on October 19, 2009. We
have not started operations. We are developing a website
"WWW.KAMARESOURCES.CN" and also designing and developing our "Kama
Corporate Brochure" which will advertise our service, our prices and
would be delivered to all residents in the area. In the beginning of
our business operations, we plan to advertise our business on the
local billboards that will promote our business.
We have not yet generated any revenues and the only operations that
we have engaged in is the development of a business plan concept.
Our business office is located at Suite 1707-B, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our
telephone number is 8613808821282. This is the office of our
President, Dayong Sun.
We have no plans to change our planned business activities or to
combine with another business, and we are not aware of any events or
circumstances that might cause these plans to change. We have not
yet begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward looking
and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of
success of our operations or the acceptance of our advisory services
by the public.
OUR STRATEGY
Our essential business is to provide tailored loans for customers
who are seeking to purchase
an automobile. We aim to provide customers with lowest price loans
that are most appropriate based on their financial circumstances.
Currently, we do not have any customers or any contracts for our
services. We also have not yet commenced any operations. Once we
have received our new capital through our offering, we will launch a
series of marketing activities. Our marketing campaigns are meant
to generate awareness for our company, and also, direct traffic to
our website. Our targets can navigate through our website and can
contact our director for more details regarding products
offered.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
Offices
Our offices are currently located at Suite 1707-B, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our
telephone number is 8613808821282. As of this point in time, there
is no cost to our company for this office space nor is there any lease.
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of
our officers, director or affiliates' a party adverse to us in any
legal proceeding.
Item 1A: Risk Factors
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THESE IS
SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH
CASE YOU COULD LOSE YOUR INVESTMENT.
Our auditors have issued a going concern opinion. This means that we
may not be able to achieve our objectives and may have to suspend or
cease operations.
Our auditors have issued a going concern opinion as at October 31,
2009. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or
generating profits. If we are unable to do so, we will have to cease
operations and you will lose your investment.
Because all of our assets and our officers and directors are located
outside of the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained
against us or any of our officers and directors.
All of our assets are located outside of the United States and we do
not currently maintain a permanent place of business within the
United States. In addition, our director and officer are a national
and/or resident of other countries other than the United States, and
all or a substantial portion of such persons assets are located
outside of the United States. As a result it may be difficult for an
investor to effect service process or enforce within the United
States and judgments contained against us or our officers or
directors, including judgments predicated upon the civil liability
provisions of the securities law of the United States or any state
thereof. In addition, there is uncertainty as to whether the courts
of Canada and other jurisdictions would recognize or enforce
judgments of United States courts obtained against us or our
directors and officer predicated upon the civil liability provisions
of the securities law of the United States or
8
any state there, or be competent to hear original actions brought in
Canada or other jurisdictions against us or our officers and
director predicated upon the securities law of the United States or
any state thereof.
Because we have only one officer and director who are responsible
for our managerial and organizational structure, in the future,
there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in
fines, penalties or assessments against us.
We have only one officer and director. He is responsible for our
managerial and organizational structure which will include
preparation of disclosures and accounting controls under the
Sarbanes Oxley Act of 2002. When these controls are implemented,
they would be responsible for the administration of the controls.
Should they not have sufficient experience, they may be incapable of
creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could
cause you to lose your investment.
Because our sole executive officer will be devoting limited time to
our operations, our operations could be sporadic which may result in
periodic interruptions or suspensions of operations and a lack of
revenues which may cause to cease operations.
Dayong Sun, our sole executive officer will only be devoting limited
time to our operations. Mr. Sun will be devoting approximately
twenty hours a weeks to our operation. Because Mr. Sun will be
devoting limited time to our operations, our operations may be
sporadic and occur at times which are convenient to Mr. Sun. As a
result, operations may be periodically interrupted or suspended
which could result in lack of revenues and a possible cessation of
operations.
Because we do not maintain any insurance, if a judgment is rendered
against us, we may have to cease operations.
We do not maintain insurance and do not intend to maintain insurance
in the future. Because we do not have any insurance, if we are made
a party to a lawsuit, we may not have the sufficient funds to defend
the litigation. In the event that we do not defend the litigation or
a judgment is rendered against us, we may have to cease operations.
Because we have not generated revenues since our inception, the
business must secure the minimum investment through sales of common
shares to sustain operations for the next twelve months and maintain
the status of going concern.
We currently have limited working capital to sustain or move forward
with our business activities. In the event that we receive the
minimum investment of $10,000 with net proceeds of $5,000, our
company will hold a total of $6,240 in cash and cash equivalent. If
sales of common shares reach the maximum offering of 2,000,000
shares, we will receive $20,000 with net proceeds of $15,000. With
$15,000 of fresh capital, our company will hold a total of $16,240
in cash and cash equivalent to sustain for the next twelve months.
We Lack an operating history and have losses that we expect to
continue into the future. There is no assurance our future
operations will result in profitable revenues. If we cannot
generate sufficient revenues to operate profitably, we will cease
operations and you will lose your investment.
We were incorporated on October 19, 2009 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $1,760 for
filing fees and general office expenses. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:
* completion of this offering;
* our ability to attract customers who will buy our service
from us; and,
* our ability to generate revenues through the sale of our
service.
Based upon current plans, we expect to incur operating losses in
future periods since we will be incurring expenses and not
generating revenues. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues
will cause you to lose your investment.
If we do not attract customers, we will not make a profit which
ultimately will result in a cessation of operations.
We have no customers. We have not identified any customers and we
cannot
guarantee we will ever have any customers. Even if we obtain
customers, there is no guarantee that we will generate a profit. If
we cannot generate a profit, we will have to suspend or cease
operations.
We are solely dependent upon the funds to be raised in this offering
to start our business, the proceeds of which may be insufficient to
achieve revenues. If we need additional funds and are unable to
raise them we will have to terminate our operations.
We have not yet started our business. We need the proceeds from this
offering to start our operations. If the maximum of $20,000 is
raised, this amount will enable us, after paying the expenses of
this offering, to operate for one year. If we need additional funds
and are unable to raise the money, we will have to cease operations.
If we do not make a profit, we may have to suspend or cease operations.
Since we are small and do not have much capital, we must limit
marketing our services. The sale of goods is how we will initially
generate revenues. Because we will be limiting our marketing
activities, we may not be able to attract enough customers to
operate profitably. If we cannot operate profitably, we may have to
suspend or cease operations.
Because our sole officer and director will only be devoting limited
time to our operations, our operations may be sporadic which may
result in periodic interruptions or suspensions of operations. This
activity could prevent us from attracting customers and result in a
lack of revenues that may cause us to suspend or cease operations.
Our sole officer and director, Mr. Dayong Sun, will only be devoting
limited time to our operations. Mr. Dayong Sun, our president and
sole director will be devoting approximately 20 hours per week of
his working time to our operations. Because our sole officer and
director will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient
to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a possible
cessation of operations.
Because we have only one officer and director who has no formal
training in financial accounting and management, who is responsible
for our managerial and organizational structure, in the future,
there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in
fines, penalties and assessments against us.
Should he not have sufficient experience, he may be incapable of
creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could
cause you to lose your investment. However, because of the small
size of our expected operations, we believe that he will be able to
monitor the controls she will have created and will be accurate in
assembling and providing information to investors.
Because our sole officer and director does not have prior experience
in financial accounting and the preparation of reports under the
securities exchange act of 1934, we may have to hire individuals
which could result in an expense we are unable to pay.
If we need the additional experienced personnel and we do not hire
them, we could fail in our plan of operations and have to suspend
operations or cease operations entirely and you could lose your
investment.
Because we do not have an escrow or trust account for your
subscription, if we file for bankruptcy protection or are forced
into bankruptcy, or a creditor obtains a judgment against us and
attaches the subscription, you will lose your investment.
Your funds will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according
to bankruptcy laws. If a creditor sues us and obtains a judgment
against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions
of this offering are not satisfied, it is possible that a creditor
could attach your subscription which could preclude or delay the
return of money to you. If that happens, you will lose your
investment and your funds will be used to pay creditors.
Because our sole officer and director who is also our sole promoter,
will own 89% of our total outstanding common stock, he will retain
control of us and will be able to decide who will be directors and
you may not be able to elect any directors which could decrease the
price and marketability of our shares.
Even if we sell all 2,000,000 shares of common stock in this
offering, Mr. Dayong Sun will own 60% of the total outstanding
common stock. As a result, after completion of this offering,
regardless of the number of shares we sell, Mr. Dayong Sun will be
able to elect all of our directors and control our operations, which
could decrease the price and marketability of our shares.
Because there is no public trading market for our common stock, you
may not be able to resell your stock.
There is currently no public trading market for our common stock.
Therefore there is no central place, such as stock exchange or
electronic trading system, to resell your shares. If you want to
resell your shares, you will have to locate a buyer and negotiate
your own sale.
Because the sec imposes additional sales practice requirements on
brokers who deal in our shares that are penny stocks, some brokers
may be unwilling to trade them. This means that you may have
difficulty reselling your shares and this may cause the price of our
shares to decline.
Our shares would be classified as penny stocks and are covered by
Section 15(g)of the Securities Exchange Act of 1934 and the rules
promulgated there under which impose additional sales practice
requirements on brokers/dealers who sell our securities in this
offering or in the aftermarket. For sales of our securities, the
broker/dealer must make a special suitability determination and
receive from you a written agreement prior to making a sale for you.
Because of the imposition of the foregoing additional sales
practices, it is possible that brokers will not want to make a
market in our shares. This could prevent you from reselling your
shares and may cause the price of our shares to decline.
Finra sales practice requirements may limit a stockholder's ability
to buy and sell our stock.
The FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our
common stock. Further, many brokers charge higher transactional fees
for penny stock transactions. As a result, fewer broker-dealers may
be willing to make a market in our
common stock, which may limit your ability to buy and sell our stock
and
Item 1B: Unresolved Staff Comments
None
Item 2: Description of Property
Our offices are currently located at Suite 1707-B, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our
telephone number is 8613808821282. As of this point in time, there
is no cost to our company for this office space nor is there any lease.
Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings
involving Nevaeh Enterprises Ltd., or against any of our officers or
directors as a result of their involvement with the Company.
As of February 14, 2010 the Company does not retain a legal counsel.
Item 4: Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fiscal period ended October 31, 2010.
Item 5: Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities
The Company's Common stock is not presently listed under any
exchange. There is currently no active trading in our common stock
and there has been no active trading.
As of February 14, 2010, there were approximately 30 stockholders of
record of the Company's Common Stock.
The Company has not paid any cash dividends to date, and it has no
intention of paying any cash dividends on its common stock in the
foreseeable future. The declaration and payment of dividends is
subject to the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on, among other
things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of
Directors.
There are no outstanding options or warrants or convertible
securities to purchase our common equity.
The Company has never issued securities under and does not have any
equity compensation plan.
Item 6: Selected Financial Data
As of As of
October 31, 2010 October 31, 2009
Balance Sheet
Total Assets $7 $2,743
Total Liabilities $- $-
Stockholders Equity
(Deficit) $7 $2,743
For the For the
Year ended Year Ended
October 31, 2010 October 31, 2009
Income Statement
Revenues $ - $ -
Total Expenses $2,763 $257
Net Loss $(2,763) $(257)
Item 7: Management's Discussion and Analysis or Plan of Operation
This section of the prospectus includes a number of forward-looking
statements that reflect our current views with respect to future
events and financial performance. Forward-looking statements are
often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply only as
of the date of this prospectus. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from historical results or our
predictions.
We are a developmentstage corporation and have not started
operations and have not yet generated or realized any revenues.
Our auditors have issued a going concern opinion. This means that
our auditors believe there is substantial doubt that we can continue
as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we
complete the development of our website and begin
implementing and marketing our dealerships to our target markets.
Accordingly, we must raise cash from sources other than operations.
Our only other source for cash at this time is investments by others
in our company. We must raise cash to implement our project and
begin our operations. Whether we raise the minimum or maximum amount
of money in this offering, any amount raised will last twelve
months. The difference between the minimum and maximum
amount relates to the website development; marketing and
advertising; equipment and office furniture; and hiring one
employee. In each case, if we raise the maximum amount, we will
devote more funds to the same in order to enhance the quality of the
website and promote our business plan to potential customers. We
will not begin operations until we raise money from this offering.
We have only one officer and director. He is responsible for our
managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When these controls are implemented, he will be
responsible for the administration of the controls. Should He not
have sufficient experience, He may be incapable of creating and
implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
PLAN OF OPERATION
Dayong Sun, our sole officer and director, has determined that we
must raise the minimum amount of $10,000 with net proceeds of $5,000
to satisfy our cash requirements during the next twelve months.
We will not be conducting any product research or development. We do
not expect to purchase any significant equipment. Further we do not
expect significant changes in the number of employees.
Upon completion of our public offering, our goal is to commence our
operations.
We intend to accomplish the foregoing through the following milestones:
1. Complete our public offering. We believe that we will
raise sufficient capital to begin our operations, and we believe
that this could take up to 270 days from the date the Securities and
Exchange Commission declares our offering effective. We will not
begin operations until we
have closed this offering. We intend to concentrate all of our
efforts on raising as much capital as we can during this period.
2. After completion of the offering, we will immediately
begin to develop our website. We believe that our website can be
fully operational within 180 days. We also intend to design and
develop our "Kama Resources Corporate Brochures" which will
advertise our service and our prices. In the beginning of our
business operations we plan to advertise our business on the local
billboards.
3. After our website is established, we intend to begin to
market our business to potential customers and investors through our
website, our brochures, billboard advertisement and by personal
contacts through Dayong Sun, our president. We will also design a
brochure and deliver it to the mailboxes of the residents in the
area of the city of Changchun.
If we cannot generate sufficient revenues to continue operations, we
will suspend or cease operations. If we cease operations, we do not
know what we will do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to
base an evaluation of our performance. We are still in the
development stage and have not yet generated any revenues.
We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited
capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in
order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available to us on
satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution
to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON OCTOBER 19, 2009 TO OCTOBER 30, 2009
During this period we incorporated the company, and hired an auditor
for the preparation of this registration statement. We also prepared
an internal business plan. We have not yet started our proposed
business operations and will not do so until we have completed this
offering. We expect to begin operations within 120 days after we
complete this offering.
Since inception, we have issued 3,000,000 shares of common stock to
our sole officer and director.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this
offering. We believe that we will be able to raise enough money
through this offering to begin operations but we cannot guarantee
that once we begin operations we will stay in business after
operations have commenced. If we are unable to successfully attract
customers to utilize our service, we may use up the proceeds from
this offering and will need to find alternative sources, like a
second public offering, a private placement of securities, or loans
from our officers or others in order for us to continue our
operations. At present, we have not made any arrangements to raise
additional capital, other than through this offering.
Our sole officer and director, Dayong Sun, has determined that we
will need to sell 1,000,000 shares and raise the minimum amount of
$10,000, which will amount to $5,000 in net proceeds from the
offering to conduct our business for twelve months from the date of
filing. Currently the Company has $1,240 in cash reserves and
therefore cannot sustain any period of
operations without raising capital from this offering or from loans
from our sole officer and director.
Our sole officer and director is willing to loan us money for our
operations until this offering has been completed or until the
offering period has expired. If we need additional capital and
cannot raise it we will either have to suspend operations until we
do raise the capital or cease operations entirely.Other than as
described in this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any
revenues from our business operations.
We issued 3,000,000 shares of common stock pursuant to an exemption
from registration contained in Regulation S of the General Rules and
Regulations promulgated under the Securities Act of 1933. This was
accounted for as a sale of common stock.
As of January 31, 2010, our total assets were $1,240 and our
total liabilities were $0.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Please see Item 1A above, "Risk Factors," for a discussion of these
and other risks and uncertainties we face in our business.
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item
8 begin on page F-1 of this report.
Item 9: Changes In Disagreements With Accountants on Accounting
and Financial Disclosure
The Financial Statements of the Company have been audited by Kenne
Ruan, CPA, P.C. for the fiscal year ended October 31, 2010 and
October 31, 2009. There have been no changes in or disagreements with
either Kenne Ruan, CPA, P.C. on accounting and financial disclosure
matters at any time.
Item 9A: Controls and Procedures
Dayong Sun, our Chief Executive Officer and Chief Financial Officer,
has conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, taking into account our limited resources and
current business operations, they concluded that the disclosure
controls and procedures are effective in ensuring that all material
information required to be filed in this annual report has been made
known to them in a timely fashion. There have been no significant
changes in internal controls, or in other factors that could
significantly affect internal controls, subsequent to the date they
completed their evaluation
Evaluation Of Disclosure Controls And Procedures
The Company maintains controls and procedures designed to ensure
that information required to be disclosed in this report is
recorded, processed, accumulated, and reported to its management,
including the president and the treasurer, to allow timely decisions
regarding the required disclosure. Within the 90 days prior to the
filing date of this report, the Company's management, with the
participation of its president and treasurer, performed an
evaluation of the effectiveness of the design and operation of these
disclosure controls and procedures. Those officers have concluded
that such disclosure controls and procedures are effective at
ensuring that required information is disclosed in the Company's
reports.
Change in Internal Control
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the evaluation date.
Item 9B: Other Information
None
Item 10: Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Each of our directors serves until his or her successor is elected
and qualified. Each of our officers is elected by the board of
directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating,
auditing or compensation committees.
The name, age, and position of our present officers and directors
are set forth below:
Name Age Position Held
Dayong Sun 37 President, Chief Executive Officer,
Secretary,Treasurer,Chief Financial
Officer, and the sole member of
the Board of Directors
Each director serves until our next annual meeting of the
stockholders or unless they resign earlier. The Board of Directors
elects officers and their terms of office are at the discretion of
the Board of Directors.
Background of officers and directors
Since October 19, 2009, Dayong Sun has been our President, Chief
Executive Officer, Secretary, Treasurer, Chief Financial Officer,
Principal Accounting Officer and sole member of our Board of
Directors. Since June 2004 Mr. Sun has been working as a programmer
at Qiming Information Technology Co. in Changchun, China. From
September 1986 until June 1990 Dayong Sun attended University of
Jilin, China at which time he received his Bachelor's Degree in
Mechanical and Electrical Engineering. Dayong Sun devotes
approximately 20 hours per week to our operations, and will devote
additional time as required. Dayong Sun is not an officer or
director of any other reporting company.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have
an audit committee financial expert because we believe the cost
related to retaining a financial expert at this time is prohibitive.
Further, because we are only beginning our commercial operations, at
the present time, we believe the services of a financial expert are
not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors
devote time to projects that do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
that the Company's directors, executive officers, and persons who
own more than 10% of registered class of the Company's equity
securities, or file with the Securities and Exchange Commission
(SEC), initial reports of ownership and report of changes in
ownership of common stock and other equity securities of the
Company. Officers, directors, and greater than 10% beneficial owners
are required by SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file. As of the fiscal year ending
October 31, 2010, Form 3 reports were not timely filed by Dayong Sun,
the Company's President.
Code of Ethics
The Company has adopted code of ethics for all of the employees,
directors and officers which is attached to this Annual Report as
Exhibit 14.1.
Item 11: Executive Compensation
The following table sets forth information with respect to
compensation paid by us to our officers and directors during the
three most recent fiscal years. This information includes the dollar
value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
Summary Compensation Table
Name Year Salary $ Bonus $ Other Restricted Securities LTIP All Other
and Annual Stock Underlying Payouts Compensation
Principal CompensationAwards $ Options/SARSs (#) ($) $
Posit ($)
ion
Dayong Sun 2010 0 0 0 0 0 0 0
Chief
Executive
2009 0 0 0 0 0 0 0
[1] All compensation received by the officers and directors has
been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation,
we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in
our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or
officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 12: Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our
directors, officers and key employees, individually and as a group,
and the present owners of 5% or more of our total outstanding
shares. The table also reflects what their ownership will be
assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of his/her shares
and possess sole voting and dispositive power with respect to the
shares. The address for each person is our address at Suite 1707-B,
17th Floor CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China
51003.
Name of Direct Amount
Beneficial Owner of Beneficial Owner Position Percent of Class
Dayong Sun 3,000,000 CEO, CFO, 100%
Secretary,
Director
All officers and directors as a Group (1 person)
100%
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Item 12: Certain Relationships and Related Transactions
We issued 3,000,000 shares of common stock to Dayong Sun, our president
and a member of the board of directors in October 2009.
Item 13: Exhibits
Exhibit No. Description
3.1* Articles of Incorporation of the Company (incorporated
by reference to the Form S-1 filed with the Securities
and Exchange Commission on January 5, 2010)
3.2* Bylaws of the Company (incorporated by reference to the
Form S-1 filed with the Securities and Exchange Commission
on January 5, 2010)
14 Code of Ethics
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14 of the Securities
and Exchange Act of 1934 as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Item 14: Principal Accountant Fees and Services
1) Audit Fees
The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSBs or
services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:
2010 - $1,200 Kenne Ruan, CPA, P.C.
2009- $1,500 Kenne Ruan, CPA, P.C.
2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported in the preceding
paragraph:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 14th of February, 2011.
Kama Resources Inc.
(Registrant)
By: /s/ Dayong Sun
Dayong Sun
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Dayong Sun President, CEO, Secretary, February 14, 2011
Dayong Sun Treasurer and Director
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal year ended October 31, 2010 and period
ended October 31, 2009 F-2
Statements of Operations for the fiscal year ended October 31, 2010
and period ended October 31, 2009 F-3
Statements of Cash Flows for the fiscal year ended October 31, 2010
and period ended October 31, 2009 F-4
Statements of Shareholder's Equity (Deficit) F-5
Notes to Financial Statements F-6
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Kama Resources Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Kama Resources Inc.
(A development stage company) as of October 31, 2009 and 2010, and the
related statements of operations, stockholders' equity and cash flows for
each of the years of the two-year period ended October 31, 2010. These
financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kama Resources Inc. as
of October 31, 2009 and 2010, and the results of its operations and its cash
flows for each of the years of the two-year period ended October 31, 2010 in
conformity with accounting principles generally accepted in the United States
of America.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial
statements, the Companys losses from operations raise substantial doubt
about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
February 10, 2011
F-1
Kama Resources Inc.
(A Development Stage Company)
Balance Sheets
As of October 31, 2010 and 2009
As of October 31, 2010 As of October 31, 2009
(Unaudited) (Audited)
Assets
Current Assets
Cash and Cash Equivalents $7 $2,743
Total Current Assets $7 $2,743
Total Assets $7 $2,743
Liabilities and Stockholders'
Equity
Current Liabilities
Loan Payable $- $-
Loan from Shareholder $- $-
Total Current Liabilities $- $-
Commitments (Note 4)
Stockholders' Equity
Common Stock Authorized:
75,000,000 common shares at $0.001 par
value
Issued and outstanding: 3,000,000 3,000 3,000
common shares
Additional Paid-in Capital - -
(Deficit) accumulated during the (2,993) (257)
developmental stage
Total Stockholders' Equity 7 2,743
Total Liabilities and Stockholders' $7 $2,743
Equity
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
Kama Resources Inc.
(A Development Stage Company)
Statement of Operations
For the twelve months ended October 31, 2010 and 2009 and from October
19, 2009 (Inception) to October 31, 2010.
For the Year For the Year For the Period
ended ended from
October 31, 2010 October 31,2009 Ocotber 19, 2009 (Inception)
to October 31, 2010
General and Administration
Expenses
Filing Fees $220 $194 $414
Professional Fees $1,500 $- $1.500
Offices Expenses $1,000 $- $1,000
Bank Charges $16 $63 $79
Total Expenses $2,736 $257 $2,993
Net (loss) for the period $(2,736) $(257) $(2,993)
Net (loss) per share
Basic and diluted - - -
Weighted Average Number of Common
Shares Outstanding
Basic and diluted 3,000,000 3,000,000 3,000,000
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
Kama Resources Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Fiscal Period Ended October 31, 2010 and 2009. And from
October 19, 2009 (Inception), to October 31, 2010.
For the Year For the Year For the Period
ended ended from
October 31, 2010 October 31, 2009 October 19, 2009
(Inception) to
October 31, 2010
Operating Activities
Net (loss) for the period $(2,736) $(257) $(2,993)
Changes in non-cash working capital items
Accounts payable and Accrued $- - -
Liabilities
Cash used in operating activities $(2,736) $(257) $(2,993)
Financing Activities
Share Capital Contribution - 3,000 3,000
Shareholder Loan - - - -
Cash provided by financing activities - 3,000 3,000
Net Change in Cash (2,736) 2,743 7
Cash, Beginning of Period 2,743 - -
Cash, End of Period $7 $2,743 $7
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
Kama Resources Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 19, 2009 (Inception Date) to October 31, 2010
Common Stock
Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development
Stage
Common stock issued for
cash:
-At $0.001 per share, 3,000,000 $3,000 $0 $0 $3,000
October 31, 2009
- Net loss for the year $(257) $(257)
year end October 31, 2009
Balance, as at October 31, 3,000,000 $3,000 $0 $(257) $2,743
2009
Common Stock issued cash as 3,000,000 $3,000 $0 $0 $3,000
at $0.01 per share, October
31, 2010
-Net Loss for the year $(2,736) $(2,736)
end October 31, 2010
Balance, as at October 31, 3,000,000 $3,000 $0 $(2,993) $7
2010
Kama Resources Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2010.
NOTE 1 Nature and Continuance of Operations
The Company is a development stage company, which was incorporated
on October 19, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern
basis. The company has accumulated a deficit of $ 2993 since its
inception and has yet to achieve profitable operations and further
losses are anticipated in the development of its business, raising
substantial doubt about the Companys ability to continue as a going
concern. Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations in
the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management plans to continue to
provide for its working capital needs by seeking loans from its
shareholders. These financial statements do not include any
adjustments to the recoverability and classification of assets, or
the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.
The Companys year end is October 31.
NOTE 2 - Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting policies
summarized below:
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities for it characterization
of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long-
lived Assets". Under ASC Topic 360, long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. An impairment
charge is recognized or the amount, if any, which the carrying value
of the asset exceeds the fair value.
Foreign Currency Translation
The Company is located and operating outside of the United States of
America. It maintains its accounting records in U.S. Dollars, as
follows:
At the transaction date, each asset, liability, revenue, and expense
is translated into U.S. dollars by the use of exchange rates in
effect at that date. At the period end, monetary assets and
liabilities are remeasured by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are
included in operations.
The Company's currency exposure is insignificant and immaterial and
we do not use derivative instruments to reduce its potential exposure
to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments consisting
of cash equivalents and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740 "Accounting for
Income Taxes". Under this method, deferred tax assts and liabilities
are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled.
Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic
net loss per common share is computed by dividing net loss available
to common stockholders by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed
similar to basic net loss per common share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. As October 31, 2010, diluted net loss per share is
equivalent to basic net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity instruments
issued in accordance with ASC Topic 718 Compensation-Stock
Compensation. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the
fair value at the grant date, and expensed over the expected vesting
period. Transactions in which goods or services are received in
exchange for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably
measurable ASC Topic 718 requires excess tax benefits be reported as
a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended
October 31, 2010.
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income, which
establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. The Company is
disclosing this information on its Statement of Stockholders' Equity.
Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" during
the period ended October 31, 2010.
New Accounting Standards
Management does not believe that any recently issued, but not yet
effective accounting standards if currently adopted could have a
material effect on the accompanying financial statements.
NOTE 3- Capital Stock
On October 19, 2009, the Company issued 3,000,000 common shares at
$0.001 per share to the sole director of the Company for the total
proceeds of $3,000.
