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EX-23.2 - EXHIBIT232 - Vortex Blockchain Technologies Inc.exhibit232.htm
As filed with the Securities and Exchange Commission on October 9, 2013
 
Registration No. 333-189414
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
UA GRANITE CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
3281
(Primary Standard Industrial Classification Number)
80-0899451
(IRS Employer Identification Number)
 
10 Bogdan Khmelnitsky Street, # 13A
Kyiv, Ukraine 01030
+380 636419991
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Business Filings Incorporated
311 S. Division Street
Carson City, Nevada 89703
Tel: (800) 981-7183
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Thomas E. Puzzo, Esq.
Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Telephone No.: (206) 522-2256
Facsimile No.: (206) 260-0111
 
Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:  x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o
 
If this Form is a post-effective registration statement 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:  o
 
 
 
 
 

 
 
 
 
 
If this Form is a post-effective registration statement 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:  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. (check one):
 
Large accelerated filer ¨
Accelerated filer                    ¨
Non-accelerated filer   ¨
Smaller reporting company x
(Do not check if a smaller reporting company)
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class
       
Proposed Maximum
   
Proposed Maximum
       
of Securities
 
Amount to Be
   
Offering Price
   
Aggregate
   
Amount of
 
to be Registered
 
Registered(1)
   
per Share
   
Offering Price
   
Registration Fee
 
                                 
Common Stock, par value $0.00001 per share
   
2,500,000
(2)
 
$
0.04
(2)
 
$
100,000
   
$
13.64
 
TOTAL
   
2,500,000
   
$
0.04
   
$
100,000
     
13.64
 
 
(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
 
(2) The registration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(a).
 
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 SECTION 8(A), MAY DETERMINE.
 
The information in this prospectus is not complete and may be amended. The Registrant may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
 
 
- ii -

 
 

PRELIMINARY PROSPECTUS
UA GRANITE CORPORATION
2,500,000 SHARES OF COMMON STOCK
 
This prospectus relates to the offer and sale of a maximum of 2,500,000 shares (the “Maximum Offering”) of common stock, $0.00001 par value, by UA Granite Corporation Inc., a Nevada company (“we”, “us”, “our”, “UA Granite”, “Company” or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which this prospectus is declared effective by the Securities and Exchange Commission (“SEC”) and will continue for 16 months.  We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable SEC rules and will be subject to reduced public company reporting requirements.
 
The offering of the 2,500,000 shares is a “best efforts” offering, which means that our sole officer and director will use his best efforts to sell the shares and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.04 per share for the duration of the offering.  There is no minimum number of shares required to be sold to close the offering.  Proceeds from the sale of the shares will be used to fund the initial stages of our business development.  We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account.  Any funds raised from the offering will be immediately available to us for our immediate use.
 
 
 
 
 
Offering Price
Per Share
 
 
 
 
Commissions
Proceeds to
Company
Before Expenses
if 25% of the
shares are sold
Proceeds to
Company
Before Expenses
if 50% of the
shares are sold
Proceeds to
Company
Before Expenses
if 75% of the
shares are sold
Proceeds to
Company
Before Expenses
if 100% of the
shares are sold
Common Stock
$0.04
Not Applicable
$25,000
$50,000
$75,000
$100,000
Totals
$0.04
Not Applicable
$25,0000
$50,000
$75,000
$100,000
 
This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter.  Our officer and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.
 
Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market.  We have arbitrarily determined the offering price of $0.04 per share in relation to this offering.  The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria.  After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board.  We currently have no market maker who is willing to list quotations for our shares of stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.
 
We are a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering.  This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.
 
Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “risk factors” beginning on page 5 before investing in our shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
The date of this prospectus is _______________, 2013.

 
 
 
 

 
 
 
 
The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.
 
 
     
   
Page
     
 
3
 
6
 
6
 
8
 
11
 
12
 
12
 
13
 
15
 
16
 
23
 
23
 
24
 
28
 
30
 
31
 
32
 
32
 
32
Interests of name experts and counsel   32
 
32
 
33
 
Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
 
You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.
 
Until ____________, 2013 (90 business days after the effective date of this prospectus) all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 

 
 
- 2 -

 
 
 
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
 
As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “UA Granite” refer to UA Granite Corporation unless the context otherwise indicates.
 
The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.
 
Our Company
 
UA Granite Corporation was incorporated on February 14, 2013, under the laws of the State of Nevada, for the purpose of the development of web portals to market and distribute cut granite products from Ukraine.  To implement our plan of operations we require a minimum funding of $82,693 for the next twelve months.  In the event we do not raise sufficient capital to implement its planned operations, your entire investment could be lost.
 
We are a development stage company that has not realized any revenues to date, and our accumulated deficit as of June 30, 2013 is $3,006.  To date we have raised an aggregate of $50 through a private placement of 5,000,000 shares of common stock to our sole officer and director, who has also loaned us $5,123. Proceeds from the private placement were used for working capital. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.  The Company’s principal offices are located at 10 Bogdan Khmelnitsky Street, # 13A, Kyiv, Ukraine 01030. Our telephone number is +380 636419991.

We are in the early stages of developing our plan to distribute granite products in forms including but not limited to countertops, chopped (or split) stone blocks, stone blocks with absolute sawn finish and with chopped-sawn (split and sawn) finish for road surface, kerbstones (border stones), stairs and paving tiles with different kinds of surfaces (chopped, sawn, polished and flamed), decorative tiles with surface like “Rock” and many other kinds of products made from natural granite of Ukrainian deposits.  We currently have no revenues, no operating history, and no orders to purchase granite products.  Our plan of operations over the 12 month period following successful completion of our offering is to develop and establish our granite products distribution business by establishing our office, developing our website, attempting to enter into supply agreements with prospective retailers of granite products, engage in advertising and marketing activities and hire a sales person (See “Business of the Company” and “Plan of Operations”).  We currently have commercial granite products available, but do not expect to be selling such granite products until approximately 12 months following the completion of this offering.  Our product availability is derived from our supply agreement with LLC Ukr Stone, a third-party granite supplier.
 
The rationale of our sole officer and director to make the Company become a public company is based on his subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides investors with updated material information about the Company and the ability of the Company’s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of common stock quoted on the OTC Bulletin Board or the OTCQX tier of the OTC Markets.  Our sole officer and director believes that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act and reluctance of persons qualified to serve as directors of the Company because of a director’s exposure to possible legal claims.  
 
 
 
- 3 -

 
 

 We plan to raise the additional funding for our twelve month business plan by way of private debt or equity financing, but have not commenced any activities to raise such funds. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with our twelve month business plan.
 
Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering.  This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
 
From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officer and sole director, developing our website, and  entering into a supply contract with LLC Ukr Stone. We received our initial funding of a loan of $5,123 from our sole officer and director, Myroslav Tsapaliuk, who also purchased 5,000,000 shares of our common stock for $50.
 
Our financial statements from inception from inception on February 14, 2013, through June 30, 2013, report no revenues and a net loss of $3,006. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
 
Myroslav Tsapaliuk, our sole officer and director, did not agree to serve as an officer or director of the Company at due to a plan, agreement or understanding that he would solicit, participate in, or facilitate the sale of the enterprise to (or a business combination with) a third party which desires to obtain or become a public reporting entity, and Mr. Tsapaliuk confirms that he has no such intention.  No proceeds raised in the offering will be used towards any such business combination.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
 
We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS--RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 6 of this prospectus.
 
This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Sole officer and director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.
 
There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such quotation service or that any market for our stock will develop.
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.
 
Under U.S. federal securities legislation, our common stock will be “penny stock”. Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a  penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
 
 
- 4 -

 

 
THE OFFERING
 
Securities offered:
2,500,000 shares of our common stock, par value $0.00001 per share.
   
Offering price:
$0.04
   
Duration of offering:
The 2,500,000 shares of common stock are being offered for a period of 16 months.
Net proceeds to us:
$100,000, assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 14.
   
   
Market for the common stock:
There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.
 
There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
   
Shares outstanding prior to
offering:
5,000,000
   
Shares outstanding after offering:
7,500,000
   
Risk Factors:
The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 6.
 
SUMMARY FINANCIAL INFORMATION
 
The tables and information below are derived from our audited financial statements for the period from February 14, 2013 (Inception) to March 31, 2013, and our unaudited financial statements at June 30, 2013.  Our working capital deficit as at March 31, 2013, and May 29, 2013, was $2,857.

   
March 31, 2013 ($)
 
Financial Summary (Audited)
     
Cash and Deposits
   
4,982
 
Total Assets
   
4,982
 
Total Liabilities
   
7,123
 
Total Stockholder’s Equity (Deficit)
   
(2,141
)
 
   
Accumulated
From
February 14, 2013
 
   
(Inception) to
March 31, 2013 ($)
 
Statement of Operations
       
Total Expenses
   
2,191
 
Net Loss for the Period
   
(2,191
)
Net Loss per Share
   
0.00
 
 
   
June 30, 2013 ($)
 
Financial Summary (Unaudited)
     
Cash and Deposits
   
4,266
 
Total Assets
   
4,266
 
Total Liabilities
   
7,123
 
Total Stockholder’s Equity (Deficit)
   
(2,857
)
 
   
Accumulated
From
February 14, 2013
 
   
(Inception) to
June 30, 2013 ($)
 
Statement of Operations
       
Total Expenses
   
3,006
 
Net Loss for the Period
   
(3,006
)
Net Loss per Share
   
0.00
 
 
 
 
 
- 5 -

 
 
 
 
An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.
 
 
Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.
 
In their report dated June 18, 2013, our independent registered public accounting firm, M&K CPAS, stated that our financial statements for the year ended March 31, 2013, were prepared assuming the company will continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business. For the period from inception (February 14, 2013) to June 30, 2013, we incurred a net loss of $3,006. We will need to generate significant revenue in order to achieve profitability and we may never become profitable. The going concern paragraph in the independent auditor’s report emphasizes the uncertainty related to our business as well as the level of risk associated with an investment in our common stock. We intend to use the net proceeds from this offering to develop our business operations.  To implement our plan of operations we require a minimum funding of $ 82,693 for the next twelve months.

The Company may not raise the $82,693 needed to implement its plan of operation and your entire investment could be lost.
 
The Company is making its offering of 2,500,000 shares of common stock on a best-efforts basis in an attempt to raise $82,693 to implement its plan of operation and there is no minimum amount of proceeds the Company may receive. In the event the company does not raise $82,693 to implement its plan of operations, your entire investment will be lost.
 
We have a very limited history of operations and accordingly there is no track record that would provide a basis for assessing our ability to conduct successful commercial activities. We may not be successful in carrying out our business objectives.
 
We were incorporated on February 14, 2013 and to date, have been involved primarily in organizational activities and obtaining financing. Accordingly we have no track record of successful business activities, strategic decision making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful as a development stage company which sells cut-stone granite products. As of our quarter ended June 30, 2013, we had an accumulated deficit of $3,006.   Internet-based retail companies selling products of third parties often fail to achieve or maintain successful operations, even in favorable market conditions. There is a substantial risk that we will not be successful in our exploration activities, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.

We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.
 
 We depend entirely on Myroslav Tsapaliuk, our sole officer and director, for all of our operations.  The loss of Mr. Tsapaliuk would have a substantial negative effect on our company and may cause our business to fail. Mr. Tsapaliuk has not been compensated for his services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms.  The loss of Mr. Tsapaliuk’s services could prevent us from completing the development of our plan of operation and our business.  In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.
 
We do not have any employment agreements or maintain key person life insurance policies on sole officer and director. We do not anticipate entering into employment agreements with them or acquiring key man insurance in the foreseeable future.
 
We have limited business, sales and marketing experience in our industry.
 
We have not completed the development of our product and have yet to generate revenues. While we have plans for marketing and selling our granite products, there can be no assurance that such efforts will be successful. There can be no assurance that our proposed plan to model to sell granite products will gain wide acceptance in its target market or that we will be able to effectively market our services and third-party granite items. Additionally, we are a newly-formed, development stage company with no prior experience in our industry. We are entirely dependent on the services of our sole President, Myroslav Tsapaliuk, to build our customer base.  Our company has no prior experience which it can rely upon in order to garner its first prospective customers to use our prospective website to sell granite products. Prospective customers will be less likely to purchase granite products through our website than a competitor’s because we have no prior experience in our industry.
 
We may not be able to compete effectively against our competitors.
 
We expect to face strong competition from well-established companies and small independent companies like our self that may result in price reductions and decreased demand for granite products being sold through our website.  We will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide web portals desired by third party granite and cut stone sellers and cut granite products demanded by prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets.  We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business.
 
 
 
- 6 -

 
 
 
Current management’s lack of experience in and with the sale of cut granite means that it is difficult to assess, or make judgments about, our potential success.
 
Our sole officer and director has no prior experience with or ever been employed in a job involving the marketing and distribution of cut granite.  Additionally, our sole officer and director do not have a college or university degrees, or other educational background in a field related to operating a business which sells granite.  With no direct training in the Internet retailing business, our sole officer and director may not be fully aware of many of the specific requirements related to operating a website for third party sellers of granite products through the Internet.  Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to our officer and sole director’s future possible mistakes, lack of sophistication, judgment or experience in operating a website for third party sellers of cut granite products to sell cur granite products through the Internet.
 
Since all of our shares of common stock are owned by our sole officer and director, our other stockholders may not be able to influence control of the company or decision making by management of the company, and as such, sole officer and director may have a conflict of interest with the minority shareholders at some time in the future.
 
Our sole officer and director beneficially owns 100% of our outstanding common stock. The interests of our may not be, at all times, the same as that of our other shareholders. Our officer and directors are not simply passive investors but are also executive officers of the Company, and as such their interests as executives may, at times be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon our director exercising, in a manner fair to all of our shareholders, her fiduciary duties as officer or as member of the Company’s board of directors. Also, sole officer and director will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.
 
Because we are a shell company, it will likely be difficult for us to obtain additional financing by way of private offerings of our securities.
 
We are a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly, the holders of securities purchased in private offerings of our securities we make to investors will not be able to rely on the safe harbor from being deemed an underwriter under SEC Rule 144 in order to resell their securities. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
 
We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.
 
Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.  Moreover, our legal counsel will have to review and assist in the preparation of such reports.  Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative effect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.
 
However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.  We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
 
We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of our first sale of common equity securities pursuant to an effective registration statement, (B) in which we have total annual gross revenue of at least $1.0 billion, or (C) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
 
Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
 
·  
Had a public float of less than $ 75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or
 
·  
In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or
 
·  
In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.
 
 
 
- 7 -

 
 
 
After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.
 
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
 
We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
 
Since our sole officer and director has the ability to be employed by or consult for other companies, their other activities could slow down our operations.
 
Our sole officer and director is not required to work exclusively for us and do not devote all of his time to our operations. Therefore, it is possible that a conflict of interest with regard to his time may arise based on his employment by other companies.  His other activities may prevent them from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slowdown in operations. It is expected that Myroslav Tsapaliuk, our President, will devote between 10 and 20 hours per week to our operations on an ongoing basis, and when required will devote whole days and even multiple days at a stretch if our operations increase. We do not have any written procedures in place to address conflicts of interest that may arise between our business and the business activities of our sole officer and director.
 
We have no employment or compensation agreements with our sole officer and director, and as such he may have little incentive to devote time and energy to the operation of the Company.
 
Our sole officer and director is not subject to any employment or compensation agreement with the Company. Therefore, it is possible that our sole officer and director may decide to focus his respective efforts on other projects or companies which have a higher economic benefit to either one or both of them. Currently, he is not obligated to spend any time at all on Company business and could opt to leave the Company for other opportunities or focus on other business which could negatively impact the Company’s ability to succeed. We do not have any expectation that our sole officer and director will enter into an employment or compensation agreement with the Company in the foreseeable future and the loss of him would be highly detrimental to our ability to conduct ongoing operations.
 
The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.
 
Our sole officer and director lack public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002.   Our sole officer and director has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
 
 
We are selling our offering of 2,500,000 shares of common stock without an underwriter and may be unable to sell any shares.
 
Our offering of 2,500,000 shares is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our sole officer and director, who will receive no commissions.  He will offer the shares to friends, family members, and business associates, however, there is no guarantee that they will be able to sell any of the shares. Unless he is successful in selling all of our shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.
 
 
 
- 8 -

 
 

Because there is no minimum proceeds the Company can receive from its offering of 2,500,000 shares, the Company may not raise sufficient capital to implement its planned business and your entire investment could be lost
 
The Company is making its offering of 2,500,000 shares of common stock on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event the company does not raise sufficient capital to implement its planned operations, your entire investment could be lost.
 
There is no liquidity and no established public market for our common stock and we may not be successful at obtaining a quotation on a recognized quotation service. In such event it may be difficult to sell your shares.
 
There is presently no public market in our shares. There can be no assurance that we will be successful at developing a public market or in having our common stock quoted on a quotation facility such as the OTC Bulletin Board. There are risks associated with obtaining a quotation, including that broker dealers will not be willing to make a market in our shares, or to request that our shares be quoted on a quotation service. In addition, even if a quotation is obtained, the OTC Bulletin Board and similar quotation services are often characterized by low trading volumes, and price volatility, which may make it difficult for an investor to sell our common stock on acceptable terms. If trades in our common stock are not quoted on a quotation facility, it may be very difficult for an investor to find a buyer for their shares in our Company.
 
Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
 
Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
We may, in the future, issue additional common stock, which would reduce investors’ percent of ownership and may dilute our share value.
 
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock.  As of the date of this prospectus, the Company had 5,000,000 shares of common stock outstanding.  Accordingly, we may issue up to an additional 70,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
 
There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.
 
There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have an application filed for admission to quotation of our securities on the OTC Bulletin Board after this prospectus is declared effective by the SEC. If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.
 
We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.
 
Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $10,000 we have estimated for these costs should be sufficient for the 12 month period following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative affect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.
 
 
 
- 9 -

 
 
 
However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that you become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
 
After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.
 
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
 
We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
 
State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.
 
Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.
 
The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States.  Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering.
 
Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.
 
Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:
 
(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.
 
The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.
 
 
 
- 10 -

 
 
 
If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.
 
Nevada’s control share law may have the effect of discouraging takeovers of the corporation.
 
In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
 
The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.
 
Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
 
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
 
 
Our public offering of 2,500,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.04. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated.

   
25% of
   
50% of
   
75% of
   
100% of
 
   
shares sold
   
shares sold
   
shares sold
   
shares sold
 
                         
Gross Proceeds from this Offering(1):
 
$
25,000
   
$
50,000
   
$
75,000
   
$
100,000
 
                                 
Legal  and Accounting fees
 
$
7,000
   
$
10,000
   
$
10,000
   
$
10,000
 
Website development and testing
 
$
693
   
$
3,000
   
$
6,000
   
$
8,000
 
Marketing (2)
 
$
-0-
   
$
20,000
   
$
30,000
   
$
36,000
 
Establishing an office
 
$
-0-
   
$
-0-
   
$
4,000
   
$
6,000
 
Samples and shipping
 
$
-0-
   
$
-0-
   
$
5,000
   
$
10,000
 
Salaries/commissions
 
$
-0-
   
$
-0-
   
$
2,693
   
$
12,693
  
Offering Expenses (3)
   
7,693
     
32,693
     
57,693
     
82,693
 
    Proceeds After Offering Expenses  
 
$
17,307
   
$
17,307
   
$
17,307
   
$
17,307
 
 
(1)  
Expenditures for the 12 months following the completion of this offering.  The expenditures are categorized by significant area of activity.
(2)  
  (3)  
Includes travel costs to trade shows and exhibits.
Estimated costs of this offering of approximately $17,307 consists of $10,000 of legal fees, $5,000 of accounting and auditing fees, $800 of transfer agent fees, $500 of printing fees, 1,000 of miscellaneous costs, and approximately $7.00 for the SEC registration fee for this offering.

Please see a detailed description of the use of proceeds in the “Plan of Operation” section of this prospectus.
 
 
 
- 11 -

 
 
 
 
The offering price of the 2,500,000 shares being offered has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
 
 
The price of our offering of 2,500,000 shares is fixed at $0.04 per share.  This price is significantly higher than the $0.00001 price per share paid by Myroslav Tsapaliuk, our President and a Director, for the 5,000,000 shares of common stock he purchased on February 14, 2013.
 
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.  The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
 
As of June 30, 2013, the net tangible book value of our shares of common stock was $(2,857) or $(0.0005714) per share based upon 5,000,000 shares outstanding.

Existing Stockholders if all of the Shares are Sold
 
Price per share
 
$
0.04
 
Net tangible book value per share before offering
 
$
(0.0005
)
Potential gain to existing shareholders before offering expenses
 
$
100,000
 
Potential gain to existing shareholdersnet of offering expenses     82,693  
Net tangible book value per share after offering
 
$
0.01
 
Increase to present stockholders in net tangible book value per share after offering
 
$
0.03
 
Capital contributions
 
$
50
 
Number of shares outstanding before the offering
   
5,000,000
 
Number of shares after offering held by existing stockholders
   
5,000,000
 
Percentage of ownership after offering
   
66.6
%
 
Purchasers of Shares in this Offering if all Shares Sold
 
Price per share
 
$
0.04
 
Dilution per share
 
$
0.03
 
Capital contributions
 
$
100,000
 
Net proceeds after offering expenses     82,693  
Percentage of capital contributions
   
99.9
%
Number of shares after offering held by public investors
   
2,500,000
 
Percentage of ownership after offering
   
33.3
%
 
 
 
- 12 -

 
 
 
Purchasers of Shares in this Offering if 75% of Shares Sold
 
Price per share
 
$
0.04
 
Dilution per share
 
$
0.033
 
Capital contributions
 
$
75,000
 
Net proceeds after offering expenses     57,693  
Percentage of capital contributions
   
99.9
%
Number of shares after offering held by public investors
   
1,875,000
 
Percentage of ownership after offering
   
27.7
%
 
Purchasers of Shares in this Offering if 50% of Shares Sold
 
Price per share
 
$
0.04
 
Dilution per share
 
$
0.036
 
Capital contributions
 
$
50,000
 
Net proceeds after offering expenses     32,693  
Percentage of capital contributions
   
99.9
%
Number of shares after offering held by public investors
   
1,250,000
 
Percentage of ownership after offering
   
20.0
%
 
Purchasers of Shares in this Offering if 25% of Shares Sold
 
Price per share
 
$
0.04
 
Dilution per share
 
$
0.039
 
Capital contributions
 
$
25,000
 
Net proceeds after offering expenses     7,693  
Percentage of capital contributions
   
99.8
%
Number of shares after offering held by public investors
   
625,000
 
Percentage of ownership after offering
   
11.1
%
 
 
GENERAL
 
There is no established public trading market for our common stock. Our authorized capital stock consists of 75,000,000 shares of common stock, with $0.00001 par value per share. As of September 4, 2013, there were 5,000,000 shares of our common stock issued and outstanding that were held by one stockholder of record, and no shares of preferred stock issued and outstanding.
 
COMMON STOCK
 
The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.
 
 
 
- 13 -

 
 
 
The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Director of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote.
 
Our Bylaws provide that on all other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. We do not have any preferred stock authorized in our Articles of Incorporation, and we have no warrants, options or other convertible securities issued or outstanding.
 
NEVADA ANTI-TAKEOVER LAWS
 
The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.
 
At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.
 
The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if they cannot obtain the approval of our board of directors.
 
 
 
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RULE 144
 
As of the date of this prospectus, we have issued 5,000,000 shares.  Our sole officer and director beneficially own all 5,000,000 shares of our common stock.  These shares are currently restricted from trading under Rule 144. They will only be available for resale, within the limitations of Rule 144, to the public if:
 
(i) We are no longer a shell company as defined under section 12b-2 of the Exchange Act. A “shell company” is defined as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents;
 
(ii) We have filed all Exchange Act reports required for at least 12 consecutive months; and
 
(iii) If applicable, at least one year has elapsed from the time that we file current Form 10-type of information on Form 8-K or other report changing our status from a shell company to an entity that is not a shell company.
 
At present, we are considered to be a shell company. If we subsequently meet these requirements, our officer and director would be entitled to sell within any three month period a number of shares that does not exceed the greater of: 1% of the number of shares of our common stock then outstanding, or the average weekly trading volume of our common stock during the four calendar weeks, preceding the filing of a notice on Form 144 with respect to the sale for sales exceeding 5,000 shares or an aggregate sale price in excess of $50,000.  If fewer shares at lesser value are sold, no Form 144 is required.
 
DIVIDEND POLICY
 
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
 
 
This is a self-underwritten offering, and Myroslav Tsapaliuk, our sole officer and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to him for any shares he may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer.
 
We have 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering 2,500,000 shares of its common stock for sale at the price of $0.04 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.  In connection with the Company’s selling efforts in the offering, Myroslav Tsapaliuk will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Myroslav Tsapaliuk is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Myroslav Tsapaliuk will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Myroslav Tsapaliuk is not, and has not been within the past 12 months, a broker or dealer, and he has not been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Myroslav Tsapaliuk will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Myroslav Tsapaliuk will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
 
We will receive all proceeds from the sale of the 2,500,000 shares being offered. The price per share is fixed at $0.04 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the OTC Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.
 
The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.04 per share.
 
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied. In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).
 
 
 
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We are a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
 
Terms of the Offering
 
The shares will be sold at the fixed price of $0.04 per share until the completion of this offering.  There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 16 months. At the discretion of our board of director, we may discontinue the offering before expiration of the 16-month period.
 
During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M.  In general, Regulation M precludes any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.  Regulation M under the Securities Exchange Act of 1934, as amended, prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security.
 
Penny Stock Rules
 
The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).
 
The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.
 
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
 
 
ORGANIZATION WITHIN THE LAST FIVE YEARS
 
On February 14, 2013, the Company was incorporated under the laws of the State of Nevada. We are engaged in the business of marketing and distributing finished granite products.
 
Myroslav Tsapaliuk has served as our President, Treasurer and as a Director, from February 14, 2013, until the current date.  Our board of directors is comprised of one person: Myroslav Tsapaliuk.
 
We are authorized to issue 75,000,000 shares of common stock, par value $.001 per share.  On February 14, 2013, Myroslav Tsapaliuk, our President and a Director purchased an aggregate of 5,000,000 shares of common stock at $0.00001 per share, for aggregate proceeds of $50.00.
 
 
 
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IN GENERAL
 
We were incorporated on February 14, 2013 in the State of Nevada.  We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.  Since incorporation, we have not made any significant purchase or sale of assets.  We are not a “blank check company,” as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, as amended, because we have a specific business plan or purpose.  We have not had preliminary contact or discussions with, nor do we have any plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.  No proceeds raised in the offering will be used towards any such business combination.
 
From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our sole officer and director, engaging in market research and entering into a supply agreement.  We received our initial funding by way of a loan of $5,123 from our sole officer and director and through a private placement of 5,000,000 shares of common stock to our sole officer and director who has purchased an aggregate of 5,000,000 shares at $0.00001 per share.
 
Our financial statements from inception (February 14, 2013) through our first fiscal year ended March 31, 2013, and for the fiscal quarter ended June 30, 2013, report no revenues and a net loss of $3,006 or 2,191 and 815, respectively.  Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
 
We are a development stage company which is in the business of marketing and distributing finished granite products.  We intend to use the net proceeds from this offering to develop our business operations.  To implement our plan of operations we require a minimum funding of $82,693 for the next twelve months.  After twelve months period we may need additional financing.  If we do not generate any revenue we may need a minimum of $10,000 of additional funding to pay for SEC filing requirements.  Myroslav Tsapaliuk, our President and a Director, has agreed to loan the Company funds, however, he has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company.  We have no revenues and have incurred losses since inception. The Company’s principal offices are located at 10 Bogdan Khmelnitsky Street, # 13A, Kyiv, Ukraine 01030.
 
Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) market research related to granite products, and (iv) entering into a supply agreement.
 
INITIAL FOCUS OF OUR BUSINESS
 
We are in the early stages of developing our plan to distribute granite products in the United States in forms including but not limited to countertops, chopped (or split) stone blocks, stone blocks with an absolute sawn finish and with chopped-sawn (split and sawn) finish for road surface, kerbstones (border stones), stairs and paving tiles with different kinds of surfaces (chopped, sawn, polished and flamed), decorative tiles with surface like “Rock” and many other kinds of products made from natural granite of Ukrainian deposits.  If our business is initially successful in the United States, then we will focus on other markets.
 
We currently have no revenues, no operating history, and no orders to purchase granite products.  Our plan of operations over the 12 month period following successful completion of our offering is to develop and establish our granite products distribution business by establishing our office, developing our website, attempting to enter into supply agreements with prospective retailers of granite products, engage in advertising and marketing activities and hire a sales person.  Our marketing and advertising activities that we plan on conducting are advertising through home shows, on the Internet, and through distributors, and our sales person located in Ukraine intends to interact with U.S. customers via e-mail, telephone and sample shipping.We have registered the domain name UA-Granite.com. We currently have commercial granite products available, but do not expect to be selling such granite products until approximately 12 months following the completion of this offering.
 
OVERVIEW OF GRANITE IN UKRAINE
 
Deposits of Ukrainian natural granite can be categorized as follows (by name Ukrainian name of granite, followed by the region of Ukraine where the granite is located:
 
Anastasievske Granite; Kirovohrad region
Bekarivske Granite; Zaporizhzhya region
Bohuslavske Granite; Kyiv region
Bohuslavske Granite; Kyiv region
Boltyshske Granite; Dnipropetrovsk region
Chovnovske Granite; Zhytomyr region
 
 
 
 
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Didkovytske Granite; Zhytomyr region
Gorikhivske Granite; Kirovohrad region
Ivanivske Granite; Kirovohrad region
Kapustyanske Granite; Kirovohrad region
Kapustyanske Granite; Kirovohrad region
Kholosnivske Granite; Zhytomyr region
Khotyzhske Granite; Zhytomyr region
Klesivske Granite; Rivne region
Klesivske Granite; Rivne region
Konstyantynivske Granite; Mykolaiv region
Kornynske Granite; Zhytomyr region
Korostyshivske Granite; Zhytomyr region
Krupske 2 Granite; Kirovohrad region
Kudashevske Granite; Dnipropetrovsk region
Loznytske Granite; Zhytomyr region
Malofedorivske Granite; Mykolaiv region
Maryanivske Granite; Zhytomyr region
Maslavske Granite; Zhytomyr region
Mezhyritske Granite; Zhytomyr region
Myrnyanske Granite; Zhytomyr region
Novo-Danylivske Granite; Mykolaiv region
Novoselivske Granite; Mykolaiv region
Omelyanivske Granite; Zhytomyr region
Osmalinske Granite; Rivne region
Pivnichne Granite; Mykolaiv region
Pivnichno-Tanske Granite; Cherkasy region
Raikivske Granite; Zhytomyr region
Rakhny-Polivske Granite; Vinnytsya region
Sofiyivske Granite; Mykolaiv region
Starobabanske Granite; Cherkasy region
Stylske Granite; Donetsk region
Sychivske Granite; Zhytomyr region
Symonivske Granite; Zhytomyr region
Tanske Granite; Cherkasy region
Tashlytske Granite; Kirovohrad region
Tokivske Granite; Dnipropetrovsk region
Tokivske Granite; Dnipropetrovsk region
Tokivske Granite; Dnipropetrovsk region
Tokivske Granite; Dnipropetrovsk region
Tokivske Granite; Dnipropetrovsk region
Tokivske Granite; Dnipropetrovsk region
Trykratnenske Granite; Mykolaiv region
Tserkovne Granite; Rivne region
Tyvrovske Granite; Vinnytsya region
Vasylivske Granite; Zhytomyr region
Voinovske Granite; Kirovohrad region
Yantsivske Granite; Zaporizhzhya region
Yevdokymivske Granite; Kirovohrad region
Yuriyivske Granite; Mykolaiv region
Zelenytske Granite; Zhytomyr region
Zhezhelivske Granite; Vinnytsya region
Zlynkivske Granite; Kirovohrad region
Zubrynske Granite; Zhytomyr region
 
 
 
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The three main products in the cut stone products industry are granite, marble, and limestone. Granite from Ukraine, like elsewhere, is usually a light-colored rock that is usually found in mountainous regions, comprised primarily of varying amounts of quartz and feldspar. About half of all cut granite is used in buildings, and the remainder is used to create monuments and miscellaneous products.
 
Each year, hundreds of thousands of cubic meters of blocks, slabs and tiles made of granite, gabbro and labradorit are exported from Ukraine to Europe, North America and Asia. Ukraine's massif of crystalline (primarily granite) stone is the world's second largest of such stone found close to the surface. The largest part of explored deposits is located in Zhytomyr region of Ukraine, where granite has been mined since the 19th century.  More than 200 deposits of granite, gabbro and labradorit are currently being mined in Ukraine. There are more than 150 stone mining businesses and over 2,000 stone processing businesses in Ukraine. 
 
Methods of stone extraction in Ukraine are as follows. Dimension stone is usually removed from open pits in rectangular blocks, although some rock is mined from tunnel quarries. A channeling machine is used to cut softer rocks, such as limestone, marble, and sandstone, into blocks that are removed by cranes and hauled away for use elsewhere. The rock also may be cut by wire sawing, which involves pulling a wire surrounded by an abrasive slurry back and forth along the stone. The stone is hauled from the quarry to a processing plant where it is cut, shaped, polished, and coated.  Most dimension stone in Ukraine is finished into masonry veneer for use as fascia on buildings. The stone veneer is anchored to a structural frame or backing, often giving the impression that the structure is built with stone blocks.  A significant portion of cut stone originating from Ukraine is shaped and finished into surfaces for floors, walls, tables, and counters.

CHARACTERISTICS OF GRANITE AS A CONSUMER PRODUCT
 
Granite is the rock most often quarried as a “dimension stone” (a natural rock material that has been cut into blocks or slabs of specific length, width and thickness).  Granite is hard enough to resist most abrasion, strong enough to bear significant weight, inert enough to resist weathering and it accepts a brilliant polish. These characteristics make it a very desirable and useful dimension stone. 
 
Granite has been used for thousands of years in both interior and exterior applications. Rough-cut and polished granite is used in buildings, bridges, paving, monuments and many other exterior projects.  Indoors, polished granite slabs and tiles are used in countertops, tile floors, stair treads and many other practical and decorative features. 
 
We believe that granite is frequenly selected as a construction material because it is a prestige material, used in projects to produce impressions of elegance, durability and lasting quality.
 
We believe that granite is appealing to consumers because it is a durable material.   For example, paved granite roads are resistible to mechanical loadings, vibrations, destroyable process of atmospheric phenomena and temperature cycles. Stone blocks don’t absorb moisture, petrol and other chemical liquids.  It possesses inert chemical composition. Being paved according to the out-off-cement technology the granite stone block carpet freely skips the atmospheric sinking and does not require the strict observance of slopes.

US GRANITE MARKET OVERVIEW

According to Stoneupdate.com, in 2012 “‘[r]eceived shipments of “worked” (slab/tile-cut) granite totaled 1,412,956 metric tons last year [in 2012], up 2.0% from 2011, according to data released this morning [February 11, 2013] by the U.S. International Trade Commission. . . . Annual shipments remain below 2010’s 1.6 million metric tons, but well above the low point of 1.1 million metric tons in 2009. . . . Granite imports reached an all-time high of 2.6 million metric tons in 2006, when Brazil also set the record for annual shipments by a country with 985,764 metric tons. . . . U.S. worked-granite import values totaled $1.08 billion last year [2012], up 7.0% from 2011. Brazil topped the list at $479.1 million, up 5.4% from the previous year [2011]; China scored second at $245.9 million, an increase from 2011 of 15.9%. India and Italy repeated as third and fourth with $163.4 million and $116.7 million, respectively.
 
Stoneupdate.com is a website that disseminates news, information and articles on stone, quartz and other hard surfaces for countertops, flooring and other commercial and residential uses.
 
 

 
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OUR PRODUCTS
 
We initially plan to sell products made from 18 different types of granite, examples of which are as follows:
 
graphic2
 
 
 
 
 
 
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graphic3
graphic4
Because granite is a natural material, rough block, slabs, tiles, and monuments may vary in color and veining, therefore the examples above are likely to be slightly different in color and pattern from actual granite material in our products.
 
Our retail pricing for our products will reflect market prices and be approximately the same as competing products.  Presently, examples of our pricing are as follows:

Thickness
20mm
30mm
40mm
50mm
60mm
Peacock Tail
$60
$64
$68
$75
$90
Real Grey
$63
$66
$70
$78
$96
Maple Red
$58
$63
$67
$73
$88
Leopard
$55
$59
$63
$70
$85
Kometa Black
$65
$68
$71
$80
$98
 
 

 
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We have located and entered into preliminary discussions with several suppliers of granite products in Ukraine.  We have also entered into a supply agreement with LLC Ukr Stone of Ukraine.  The material terms of the supply agreement are that we must pay for the purchase of granite goods within 60 days from the time they are received at the final destination port, which is initially planned to be in the United States.  Until such time as we accept deliver of granite products, all risk of loss of the granite products shall be on the supplying seller.  We will have the right to inspect the goods on arrival and have 7 days to notify the supplying seller of any claim for damages with respect to the condition, grade or quality of the granite products.   We will transmit any orders received to our supplier for shipment.  Our customers will be responsible to cover the shipping costs.  Shipping costs will be automatically added to a customer’s final bill.  Additionally, under the agreement, we are not obligated to purchase any minimum about of granite products, and the agreement has a term of two years, which expires June 3, 2015.
 
UA Granite has conducted research in regards to organization, pricing and customs clearance of granite products into USA from Ukraine. We have obtained quotes for shipping container loads from the Port of Odessa in Ukraine to port of New York, New York and found several carriers suitable for our purposes (Maersk, etc). We have also obtained information in regards to import of granite products from Ukraine into USA.
 
We expect to ship our products to ports in the New York City area.  Our research indicates that the price of shipping a 20-foot container of granite via sea from the port in Odessa, Ukraine, is $3,000, and $3,800 for a 40-foot container of granite.
 
In the United States, imported Granite products from Ukraine have an import duty rate of 3.7% of the purchase price and a merchandise processing fee approximately $70 per shipment.

MARKETING
 
We believe that the best way to market our products is throughout natural stone trade shows.  There are various natural stone trade shows and exhibits that take place every year, such as “Surfaces,” that take place every winter Coverings that takes place every spring – just to name a few.  We also plan to market our products through (i) magazines, such as Stoneworld and Graniteland, (ii) Internet advertising on websites, such as stonenetwork.com, natural-stone.com, stonecontact.com), and (iii) through our website that we plan to develop as part of our 12-month plan of operation, and (iv) various social networking sites.  We believe that we can establish relationships with and cut stone and granite product distributors in the United States through these mediums of communication.
 
COMPETITION
 
There are many well-established manufacturing, distribution and retail sales companies in cut stone industry.  Most of our competitors have greater financial resources than we do and will be able to withstand sales or price decreases better than we are.  We also expect to continue to face competition from new market entrants.  We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

RESEARCH AND DEVELOPMENT EXPENDITURES
 
We have not incurred any research expenditures since our incorporation.
 
BANKRUPTCY OR SIMILAR PROCEEDINGS
 
There has been no bankruptcy, receivership or similar proceeding.
 
 REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
 
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
 
COMPLIANCE WITH GOVERNMENT REGULATION
 
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by Ukraine or the United States will have a material impact on the way we conduct our business.
 
 
 
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PATENTS, TRADEMARKS AND COPYRIGHTS
 
We do not own, either legally or beneficially, any patents or trademarks.  We intend to protect our website with copyright laws. Beyond our trade name, we do not hold any other intellectual property.
 
FACILITIES
 
We currently do not own any physical property or own any real or intangible property.  Our current business address is 10 Bogdan Khmelnitsky Street, # 13A, Kyiv 01030, Ukraine.  Our telephone number is +380-636419991.
 
This is the office provided by our President, Myroslav Tsapaliuk.  Use of the office space is donated by Mr. Tsapaliuk at no cost to the Company.  We believe that this space is currently sufficient for our operations.  This location serves as our primary office for planning and implementing our business plan.  Management believes the current premises arrangements are sufficient for its needs for at least the next 12 months.  
 
EMPLOYEES AND EMPLOYMENT AGREEMENTS
 
We have no employees as of the date of this prospectus.  Our sole officer and director, Myroslav Tsapaliuk, is an independent contractor to the Company and currently devotes approximately 20 hours per week to company matters. After receiving funding, Mr. Tsapaliuk plans to devote as much time to the operation of the Company as he determines is necessary for him to manage the affairs of the Company.  As our business and operations increase, we plan to hire full time management and administrative support personnel.
 
 
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
 
 
MARKET INFORMATION
 
ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD
 
We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (ii) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.
 
To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all. We may not now and it may never qualify for quotation on the OTC Bulletin Board.
 
 
 
- 23 -

 
 
 
TRANSFER AGENT
 
We have not retained a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.
 
HOLDERS
 
As of the date of this prospectus, the Company had 5,000,000 shares of our common stock issued and outstanding held by 1 holder of record.
 
DIVIDEND POLICY
 
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. See the Risk Factor entitled, “Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.”
 
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
 
We have no equity compensation or stock option plans.
 
 
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
 
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
 
PLAN OF OPERATION
 
Our cash balance is $4,266 as of June 30, 2013, and as of October 7, 2013 .  We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time.

Our independent registered public accountant has issued a going concern opinion. This means that 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 revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage. 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 expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so.
 
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.
 
 
 
- 24 -

 
 
 
In the next twelve months, following completion of our public offering, we plan to engage in the following activities to expand our business operations, using funds as follows:
 
   
25% of
   
50% of
   
75% of
   
100% of
 
   
shares sold
   
shares sold
   
shares sold
   
shares sold
 
                         
Gross Proceeds from this Offering(1):
 
$
25,000
   
$
50,000
   
$
75,000
   
$
100,000
 
                                 
Legal  and Accounting fees
 
$
7,000
   
$
10,000
   
$
10,000
   
$
10,000
 
Website development and testing
 
$
693
   
$
3,000
   
$
6,000
   
$
8,000
 
Marketing (2)
 
$
-0-
   
$
20,000
   
$
30,000
   
$
36,000
 
Establishing an office
 
$
-0-
   
$
-0-
   
$
4,000
   
$
6,000
 
Samples and shipping
 
$
-0-
   
$
-0-
   
$
5,000
   
$
10,000
 
Salaries/commissions
 
$
-0-
   
$
-0-
   
$
2,693
   
$
12,693
  
Offering Expenses (3)
   
7,693
     
32,693
     
57,693
     
82,693
 
    Proceeds After Offering Expenses  
 
$
17,307
   
$
17,307
   
$
17,307
   
$
17,307
 
 
(1)  
Expenditures for the 12 months following the completion of this offering.  The expenditures are categorized by significant area of activity.
(2)  
  (3)  
Includes travel costs to trade shows and exhibits.
Estimated costs of this offering of approximately $17,307 consists of $10,000 of legal fees, $5,000 of accounting and auditing fees, $800 of transfer agent fees, $500 of printing fees, 1,000 of miscellaneous costs, and approximately $7.00 for the SEC registration fee for this offering.

During the first stages of our growth, our director will provide all of the labor required to execute our business plan at no charge, except we intend to hire a website programmer on a contract basis for three months at an estimated cost of $693-$8,000 to develop and test our website.
 
Myroslav Tsapaliuk, our President, will devote approximately 30% of his time to our operations. Once we begin operations, and are able to attract more and more customers to buy our product, Mr. Tsapaliuk has agreed to commit more time as required. Because Mr. Tsapaliuk 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 cessation of operations.
 
We believe we can satisfy our cash requirements during the next 12 months.  If the need for cash arises before we complete our public offering, we may be able to borrow funds from our directors although there is no such formal agreement in writing. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to profitably sell our product. Our plan of operations is as follows:
 
Establishment of Our Office
 
Month 1-2: Myroslav Tsapaliuk, our President, will take care of our initial administrative duties.  If less than 75% of the shares in this offering are sold, Mr. Tsapaliuk will continue to work office presently provided by him, at no cost to us. If we sell 75% of the shares in this offering, we will spend up to $4,000 to set up an office.  If we sell 100% of the shares in this offering we will spend up to $6,000 to set up an office.  The office, if and when setup, will be used for initial communication with supplier and distributors and hold all related samples and paperwork.
 
Development of Our Website
 
Months 3-5:  During this period, we intend to develop our website. We plan to hire a web designer to help us with the design and development of our website. We do not have any written agreements with any web designers at the present time. The website development costs, including site design and implementation will be $693 (for initial design and planning) -$8,000 (for completion). Updating and improving our website will continue throughout the lifetime of our operations.
 
Negotiation With Potential Customers (Distributors And Brokers)
 
Months 5-12:  We hope to negotiate agreements with national hardware and garden store chains and medium-sized retail and wholesale flooring companies. We do not have any written agreements with them at current time but we will be shipping samples from Ukraine directly to several buyers in order to secure contracts with these companies. Shipping samples to our main prospects should cost no more than $10,000 in expenses, that will include samples and shipping from Ukraine to the United States.  As soon as we get approval from potential buyers the product will be shipped directly from manufacturer to the buyer. 
 
 
 
- 25 -

 
 
 
Marketing
 
Months 5-12:  We plan to advertise through home decor trade shows and a road show campaign at the stores of our future customers, distributors and brokers. We intend to develop and maintain a database of potential customers who may want to purchase granite products from us. We will follow up with these clients periodically, send them our new catalogues and offer them presentations and special discounts from time to time. We plan to print catalogues and flyers and mail them to potential customers. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. If we sell less than 50% of the shares in this offering, we will not spend any funds on marketing.  If we sell 50% of the shares in this offering, we will spend $20,000 on marketing efforts during the first year.  If we sell 75% of the shares in this offering, the amount we spend on marketing will increase to $30,000. If we sell 100% of the shares in this offering, the amount we spend on marketing will increase to $36,000.  Marketing is an ongoing matter that will continue during the life of our operations.
 
Hire a Salesperson
 
Months 8-10:  We intend to hire one salesperson with experience and established network in the building material distribution industry. The salesperson’s job would be to find new potential customers, and to execute agreements with them to buy our granite products.  If we sell less than 75% of the shares in this offering, we will not hire a sales person.  If we sell 75% or more of the shares in this offering, we will spend between $2,693 and $12,693 on hiring a salesperson.
 
ACCOUNTING AND AUDIT PLAN
 
We intend to continue to have our President prepare our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our independent auditor is expected to charge us approximately $1,000 to review our quarterly financial statements and approximately $2,000 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $6,000 to pay for our accounting and audit requirements.
 
SEC FILING PLAN
 
We intend to become a reporting company in 2013 after our registration statement on Form S-1 is declared effective. This means that we will file documents with the United States Securities and Exchange Commission on a quarterly basis.
 
We expect to incur filing costs of approximately $1,000 per quarter to support our quarterly and annual filings. In the next twelve months, we anticipate spending approximately $10,000 for legal costs in connection with our three quarterly filings, annual filing, and costs associated with filing the registration statement to register our common stock.  Additionally, upon becoming a reporting company we will be required to comply with all applicable reporting requirements of the Exchange Act of 1934, which also include the filing of current reports on Form 8-K.
 
RESULTS OF OPERATIONS
 
We have had no operating revenues since our inception on February 14, 2013, through June 30, 2013. Our activities have been financed from a loan of $5,123 from, and the sale of common stock of to sole officer and director for aggregate proceeds of $50.

For the year ended March 31, 2013, we incurred operating expenses of $2,191, consisting of $2,000 of professional fees and $191 in general and administrative expenses.
 
For the period from inception on February 14, 2013 to March 31, 2013, we incurred operating costs of $2,191.
 
For the three-month period ended June 30, 2013, we incurred operating expenses of $815, consisting of $700 of professional fees, $99 of interest expense, and $16 in general and administrative expenses.
 
LIQUIDITY AND CAPITAL RESOURCES
At June 30 and October 7, 2013, we had a cash balance of $4,266.  Our expenditures over the next 12 months are expected to be approximately $82,693, assuming we sell all shares in this offering.

We believe our current cash and net working capital balance is only sufficient to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and our status as a corporation in the State of Nevada for the next 12 months. We must raise approximately $82,693 , to complete our plan of operation for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities. In the absence of such financing, our business will fail.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.
 
 
 
 
- 26 -

 
 
 
GOING CONCERN CONSIDERATION
 
We have not generated any revenues since inception. As of June 30, 2013, the Company had accumulated losses of $3,006. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
 
OFF BALANCE SHEET ARRANGEMENTS.
 
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation - Our financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31.
 
Use of Estimates - The preparation of financial statements in accordance with U.S. generally accepted accounting principles 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 net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
 
Cash and Cash Equivalents - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at March 31, 2013 or June 30, 2013.

Development Stage Entity – The Company complies with FASB guidelines for its description as a development stage company.
 
Income Taxes - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
Loss Per Common Share   -   The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2013, and June 30, 2103, there were no common stock equivalents outstanding.
Fair Value Of Financial Instruments - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2013, and June 30, 2013. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
 
Recently Issued Accounting Standards - In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
 
 
- 27 -

 
 
 
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
 
Our executive officer’s and director’s and their respective ages are as follows:
 
Name
 
Age
 
Positions
         
Myroslav Tsapaliuk
 
53
 
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
 
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
 
MYROSLAV TSAPALIUK
 
Mr. Myroslav Tsapaliuk has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since February 19, 2013.  Since August 1997 until now Mr. Tsapaliuk has been the sole owner of the private enterprise FOP “Tsapaliuk Myroslav”, located in Ukraine.  FOP “Tsapaliuk Myroslav” provides services for the installation of granite counter-tops, tiles and fire places.  Mr. Tsapaliuk’s desire to found our company led to our conclusion that Mr. Tsapaliuk should be serving as a member of our board of directors in light of our business and structure.
 
 
 
- 28 -

 
 
 
TERM OF OFFICE
 
All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified.  The Company’s Bylaws provide that the Board of Directors will consist of a minimum of one member.  Officers are elected by and serve at the discretion of the Board of Directors.
 
DIRECTOR INDEPENDENCE
 
Our board of directors is currently composed of one member, and he does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director’s business and personal activities and relationships as they may relate to us and our management.
 
SIGNIFICANT EMPLOYEES AND CONSULTANTS
 
We currently have no employees Our sole officer and director, Myroslav Tsapaliuk., is an independent contractor to the Company.
 
AUDIT COMMITTEE AND CONFLICTS OF INTEREST
 
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.  The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee.  The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only one director, and to date, such directors have been performing the functions of such committees.  Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
 
 Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
 
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 
No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
 
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
 
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the board of directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.
 
 
 
- 29 -

 
 
 
 
SUMMARY COMPENSATION TABLE
 
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2013:
 
Name and
Principal Position
 
 
 
 
Year
   
 
 
Salary
($)
   
 
 
Bonus
($)
   
 
Stock
Awards
($) *
   
 
Option
Awards
($) *
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
($)
   
 
All Other
Compensation
($)
   
 
 
Total
($)
 
                                                                         
Myroslav Tsapaliuk (1)
   
2013
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
 
                                                                         
(1) Appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director February 19, 2013.
(2)  Appointed Secretary and Director February 14, 2013.
 
Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors.
 
STOCK OPTION GRANTS
 
We had no outstanding equity awards as of the end of the fiscal periods ended March 31, 2013 or 2012, or through the date of filing of this prospectus.   The following table sets forth certain information concerning outstanding stock awards held by our officers and our directors as of the fiscal year ended March 31, 2013:
 
   
Option Awards
 
Stock Awards
Name
 
Number of
Securities Underlying Unexercised
Options
(#)
Exercisable
 
Number of
Securities Underlying Unexercised
Options
(#)
Unexercisable
 
 
Equity
Incentive
Plan
Awards:
 Number of
Securities Underlying Unexercised Unearned
Options
(#)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
 
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
 
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
 
Equity
Incentive
Plan
Awards:
Market or Payout
Value of
Unearned Shares,
Units or
Other
Rights
That Have
Not Vested
($)
                                     
Myroslav Tsapaliuk (1)
 
-0-
 
-0-
 
-0-
 
-0-
 
N/A
 
-0-
 
-0-
 
-0-
 
-0-
 
(1) Appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director February 19, 2013.
 
 
 
- 30 -

 
 
 
EMPLOYMENT AGREEMENTS
 
The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.
 
DIRECTOR COMPENSATION
 
The following table sets forth director compensation as of March 31, 2013:
 
Name
 
Fees
Earned
or Paid
in Cash
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
                             
Myroslav Tsapaliuk (1)
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
(1) Appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director February 19, 2013.
 
We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
 
 
The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
 
The percentages below are calculated based on 5,000,000 shares of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

Title of Class
 
Name and Address
of Beneficial Owner (2)
 
Amount and
Nature of
Beneficial Ownership
   
Percent of
Common Stock (1)
 
                 
Common Stock
 
Myroslav Tsapaliuk (3)
 
5,000,000
   
100.0
%
                 
All directors and executive officers as a group (1 person)
 
5,000,000
   
100.0
%
 
(1)   The percentages below are based on 5,000,000 shares of our common stock issued and outstanding as of the date of this prospectus.
(2)   c/o UA Granite Corporation, 10 Bogdan Khmelnitsky Street, # 13A, Kyiv 01030, Ukraine.
(3)   Appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director February 19, 2013.
 
 
 
- 31 -

 
 
 
 
On February 14, 2013, we offered and sold 5,000,0000 shares of common stock to Myroslav Tsapaliuk, a promoter of the Company and our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.00001 per share, for aggregate proceeds of $50.
 
Since February 14, 2013, Myroslav Tsapaliuk has loaned us $5,123.  The loan does not have any term, carries no interest and is not secured.
 
 
Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed 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.
 
 
We have filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. We do not file reports with the Securities and Exchange Commission, and we will not otherwise be subject to the proxy rules. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the Commission.
 
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
The financial statements included in this prospectus and in the registration statement have been audited by M&K CPAS, PLLC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
 
The validity of the issuance of the common stock hereby will be passed upon for us by Law Offices of Thomas E. Puzzo, PLLC, 3823 44th Ave. NE, Seattle, Washington 98105. 
 
ACCOUNTING AND FINANCIAL DISCLOSURE
 
M&K CPAS, PLLC, is our registered independent public registered accounting firm. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

 
 
- 32 -

 
 
 
UA GRANITE CORPORATION
 
 
Our audited financial statements for the period ended March 31, 2013 are included herewith.
 
   
Page
     
Audited Financial Statements
   
     
Report of Independent Registered Public Accounting Firm
 
F-2
     
Balance Sheet as of March 31, 2013
 
F-3
     
Statement of Operations from Inception on February 14, 2013 (Inception) through March 31, 2013
 
F-4
     
Statement of Cash Flows from Inception on February 14, 2013 through March 31, 2013
 
F-5
     
Statement of Changes in Stockholders’ Deficit from Inception on February 14, 2013 through March 31, 2013
 
F-6
     
Notes to the Financial Statements
 
F-7
 
 
 
 
 
- 33 -

 
 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 
To the Board of Directors
UA Granite Corporation (A Development Stage Company)
Kyiv, Ukraine
 
We have audited the accompanying balance sheet of UA Granite Corporation (A Development Stage Company) as of March 31, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the period from February 14, 2013 (inception) through March 31, 2013. 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 audit.
 
We conducted our audit 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 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 UA Granite Corporation as of March 31, 2013  and the results of its operations and cash flows for the period 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 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 /s/ M&K CPAS, PLLC                                                          
       M&K CPAS, PLLC
 
 www.mkacpas.com
Houston, Texas
 
June 18, 2013
 

 
F - 1

 

UA Granite Corporation
(A Development Stage Company)
Balance Sheet
March 31, 2013
 
 
   
March 31, 2013
 
       
ASSETS
     
       
Current Assets
     
Cash
  $ 4,982  
Total Assets
  $ 4,982  
         
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
       
         
Current Liabilities
       
         
Accounts Payable and Accrued Liabilities
  $ 2,000  
Due to Directors
    5,123  
Total Liabilities
    7,123  
Stockholders’ (Deficit)
       
         
Common Stock (75,000,000 shares authorized, par value 0.00001, 5,000,000 shares issued and outstanding)
    50  
         
Deficit accumulated during the development stage
    (2,191 )
         
Total Stockholders’ Deficit
    (2,141 )
         
Total Liabilities and Stockholders’ (Deficit)
  $ 4,982  
 
 
 
 
 
 
 
 
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 2

 

UA Granite Corporation
(A Development Stage Company)
Statement of Operations
For the Period from February 14, 2013 (Inception) to March 31, 2013
 
 
   
Inception
February 14, 2013 (Inception)
through
March 31, 2013
 
       
       
Operating Expenses
     
       
Legal and accounting
  $ 2,000  
         
General and administrative
    191  
         
Total Expenses
    2,191  
         
Net Loss
  $ (2,191 )
         
Net Loss Per Common Share – Basic and Diluted
    (0.00 )
         
Weighted Average Number of Common Shares Outstanding
    5,000,000  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 3

 

UA Granite Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Period from February 14, 2013 (Inception) to March 31, 2013
 
 
   
Inception
February 14, 2013
to
March 31, 2013
 
       
Operating Activities
     
       
Net loss
  $ (2,191 )
         
Changes in operating assets and liabilities:
       
Accounts payable and accrued liabilities
    2,000  
         
         
Net Cash Used in Operating Activities
    (191 )
         
Financing Activities
       
         
Proceeds from directors
    5,123  
Proceeds from issuance of common shares
    50  
Net Cash Provided by Financing Activities
    5,173  
         
Increase (Decrease) in Cash
    4,982  
         
Cash - Beginning of Period
    -  
         
Cash - End of Period
  $ 4,982  
         
Supplemental Disclosure of Cash Flow Information
       
         
        Interest
  $ -  
        Income taxes
  $ -  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 4

 

 
UA Granite Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Deficit
From Inception February 14, 2013 to March 31, 2013
 
 
 
 
         
Deficit Accumulated
       
   
Common Stock
   
During the Exploration
       
   
Shares
   
Amount
   
Stage
   
Total
 
                         
Balance at February 14, 2013
    -     $ -     $ -     $ -  
Issuance of founder’s share
    5,000,000       50       -       50  
Net loss
    -       -       (2,191 )     (2,191 )
Balances at  March 31, 2013
    5,000,000     $ 50     $ (2,191 )   $ (2,141 )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 5

 

 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
NOTE 1 – NATURE OF OPERATIONS
 
DESCRIPTION OF BUSINESS AND HISTORY
The Company was incorporated on February 14, 2013 in the State of Nevada.
 
The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations. 
 
GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies UA Granite Corporation will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should UA Granite Corporation be unable to continue as a going concern.  As at March 31, 2013 UA Granite Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $2,691 since inception.  The continuation of UA Granite Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of UA Granite Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the UA Granite Corporation’ ability to continue as a going concern.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31.
 
USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles 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 net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
 
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at March 31, 2013.
 
DEVELOPMENT STAGE ENTITY – The Company complies with FASB guidelines for its description as a development stage company.
 

 
F - 6

 

 
 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
 
INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2013, there were no common stock equivalents outstanding.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2013. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
 
RECENTLY ISSUED ACCOUNTING STANDARDS - In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
 

 
F - 7

 

UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
 
RECENTLY ISSUED ACCOUNTING STANDARDS -  Continued
 
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
NOTE 3 -INCOME TAXES
 
Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.
 
The Company currently has net operating loss carryforwards aggregating $2,691, which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
 
The Company has deferred income tax assets, which have been fully reserved, as follows as of March 31, 2013:
 
   
2013
 
         
Deferred tax assets
  $ 745  
Valuation allowance for deferred tax assets
    (745 )
Net deferred tax assets
  $ -  
 
NOTE 4 – FAIR VALUE MEASUREMENTS
 
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.
 
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
 

 
F - 8

 

UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
NOTE 4 – FAIR VALUE MEASUREMENTS – Continued
 
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
 
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
 
 •
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
 •
Level 3
 Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
 
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2013:
 
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of March 31, 2013, the director has advanced a total of $5,123. The advances do not bear interest and are without specific terms of repayment.
 
 
 
F - 9

 
 
 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
NOTE 6 - COMMON STOCK
 
As of March 31, 2013, UA Granite Corporation has issued 5,000,000 common shares. The 5,000,000 shares issued are founders shares.
 
NOTE 7 – SUBSEQUENT EVENT
 
There are no subsequent events.
 



 
F - 10

 

 
 

   
Page
     
Unudited Financial Statements
   
     
Balance Sheet as of June 30, 2013
 
F-12
     
Statement of Operations for the Three-month Period Ended June 30, 2013 and from Inception on February 14, 2013 (Inception) through June 30, 2013
 
F-13
     
Statement of Cash Flows for the Three-month Period Ended June 30, 2013 and from Inception on February 14, 2013 through June 30, 2013
 
F-14
     
Statement of Changes in Stockholders’ Deficit from Inception on February 14, 2013 through June 30, 2013
 
F-15
     
Notes to the Financial Statements
 
F-16
 
 
 
 
 
 
F - 11

 
UA Granite Corporation
(A Development Stage Company)
Balance Sheets
June 30, 2013 and March 31, 2013
(unaudited)
 


   
June 30, 2013
   
March 31, 2013
 
             
ASSETS
           
             
Current Assets
           
Cash
  $ 4,266     $ 4,982  
Total Assets
  $ 4,266     $ 4,982  
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current Liabilities
               
                 
Accounts Payable and Accrued Liabilities
  $ 2,000     $ 2,000  
Due to Directors
    5,123       5,123  
Total Liabilities
    7,123       7,123  
Stockholders’ (Deficit)
               
                 
Common Stock (75,000,000 shares authorized, par value 0.00001,
   5,000,000 shares issued and outstanding) as of June 30, 2013 and  March 31, 2013
    50       50  
                 
Additional Paid in Capital
    99       -  
Deficit accumulated during the development stage
    (3,006 )     (2,191 )
                 
Total Stockholders’ Deficit
    (2,857 )     (2,141 )
                 
Total Liabilities and Stockholders’ (Deficit)
  $ 4,266     $ 4,982  












 (The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 12

 


UA Granite Corporation
(A Development Stage Company)
Statements of Operations
For the Three Month Period Ended June 30, 2013
and Period from February 14, 2013 (Inception) to June 30, 2013
(unaudited)


   
Three Month
Period Ended
June 30, 2013
   
Inception
February 14, 2013
(Inception)
through
June 30, 2013
 
             
             
Operating Expenses
           
             
Legal and accounting
  $ 700     $ 2,700  
                 
Interest expense
    99       99  
                 
General and administrative
    16       207  
                 
                 
Total Expenses
    815       3,006  
                 
                 
Net Loss
  $ (815 )   $ (3,006 )
                 
                 
Net Loss Per Common Share – Basic and Diluted
    (0.00 )        
                 
                 
Weighted Average Number of Common Shares Outstanding
    5,000,000          





















 (The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 13

 


UA Granite Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Three Month Period Ended June 30, 2013
and Period from February 14, 2013 (Inception) to June 30, 2013
(unaudited)
 

   
Three Month Period
Ended June 30, 2013
   
Inception
February 14, 2013
to
June 30, 2013
 
 
           
             
Operating Activities
           
             
Net loss
  $ (815 )   $ (3,006 )
Adjustment to reconcile net loss to net cash used by operating activities:
               
Imputed interest
    99       99  
                 
Changes in operating assets and liabilities:
               
Accounts payable and accrued liabilities
    -       2,000  
                 
                 
Net Cash Used in Operating Activities
    (716 )     (907 )
                 
Financing Activities
               
                 
Proceeds from directors
    -       5,123  
Proceeds from issuance of common shares
    -       50  
Net Cash Provided by Financing Activities
    -       5,173  
                 
Increase (Decrease) in Cash
    (716 )     4,266  
                 
Cash - Beginning of Period
    4,982       -  
                 
Cash - End of Period
  $ 4,266     $ 4,266  
                 
Supplemental Disclosure of Cash Flow Information
 
               
        Interest
  $ -     $ -  
        Income taxes
  $ -     $ -  













 (The Accompanying Notes are an Integral Part of These Financial Statements)
 

 
F - 14

 


UA Granite Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Deficit
From Inception February 14, 2013 to June 30, 2013
(unaudited)


               
Deficit
Accumulated
       
   
Common Stock
   
Additional Paid
   
During the
Exploration
       
   
Shares
   
Amount
   
in Capital
   
Stage
   
Total
 
                               
Balance at February 14, 2013
    -     $ -     $ -     $ -     $ -  
Issuance of founder’s share
    5,000,000       50       -       -       50  
Net loss
    -       -       -       (2,191 )     (2,191 )
Balances at  March 31, 2013
    5,000,000       50       -       (2,191 )     (2,141 )
Imputed inertest
    -       -       99       -       99  
Net loss
    -       -       -       (815 )     (815 )
Balances at  June 30, 2013
    5,000,000     $ 50     $ 99     $ (3,006 )   $ (2,857 )










 




 


 (The Accompanying Notes are an Integral Part of These Financial Statements)
 
 

 
F - 15

 

 

UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements


NOTE 1 – NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY

The Company was incorporated on February 14, 2013 in the State of Nevada.
 
The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations. 

GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies UA Granite Corporation will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should UA Granite Corporation be unable to continue as a going concern.  As at June 30, 2013 UA Granite Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $3,006 since inception.  The continuation of UA Granite Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of UA Granite Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the UA Granite Corporation’ ability to continue as a going concern.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31.
 
USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles 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 net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
 
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at June 30, 2013.
 
DEVELOPMENT STAGE ENTITY – The Company complies with FASB guidelines for its description as a development stage company.
 
 

 
 
F - 16

 

 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
 
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContinued
 
INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of June 30, 2013, there were no common stock equivalents outstanding.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of June 30, 2013. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
 
RECENTLY ISSUED ACCOUNTING STANDARDS - In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
-  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
-  
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
 
 
 
 
F - 17

 

 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

RECENTLY ISSUED ACCOUNTING STANDARDS -  Continued
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
 
NOTE 3 - INCOME TAXES
 
Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.
 
The Company currently has net operating loss carryforwards aggregating $3,006, which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
 
The Company has deferred income tax assets, which have been fully reserved, as follows as of June 30, 2013:

   
2013
 
         
Deferred tax assets
  $ 1,022  
Valuation allowance for deferred tax assets
    (1,022 )
Net deferred tax assets
  $ -  

NOTE 4 – FAIR VALUE MEASUREMENTS

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.
 
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
 

 

 
F - 18

 

 
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements


NOTE 4 – FAIR VALUE MEASUREMENTS – Continued

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

 
 
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 

 
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
 
Level 3
 Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
 
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2013:

Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None

NOTE 5 - RELATED PARTY TRANSACTIONS
 
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of June 30, 2013, the director has advanced a total of $5,123. The advances do not bear interest and are without specific terms of repayment. Imputed interest of $99 was charged to additional paid in capital during the three months ended June 30, 2013.


 

 
F - 19

 


UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements


NOTE 6 - COMMON STOCK

As of June 30, 2013, UA Granite Corporation has issued 5,000,000 common shares. The 5,000,000 shares issued are founders shares. Imputed interest of $99 was charged to additional paid in capital during the three months ended June 30, 2013.

NOTE 7 – SUBSEQUENT EVENT

There are no subsequent events to report.
 

 

 
F - 20

 

 
 
 
 
 
[OUTSIDE BACK COVER PAGE]
 
PROSPECTUS
 
UA GRANITE CORPORATION
 
2,500,000 SHARES OF COMMON STOCK
 
We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Issuer have not changed since the date hereof.
 
Until __________, 2013 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
 
THE DATE OF THIS PROSPECTUS IS ___________, 2013
 

 
 
 

 
 
 
 
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
 
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company.
 
         
   
Amount
 
Item
 
(US$)
 
         
SEC Registration Fee
 
$
6.82
 
Transfer Agent Fees
   
800.00
 
Legal Fees
   
10,000.00
 
Accounting Fees
   
5,000.00
 
Printing Costs
   
500.00
 
Miscellaneous
   
1,000.00
 
TOTAL
 
$
17,306.82
 
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
The Company’s Bylaws and Articles of Incorporation provide that we shall, to the full extent permitted by the Nevada General Business Corporation Law, as amended from time to time (the “Nevada Corporate Law”), indemnify all of our directors and officers. Section 78.7502 of the Nevada Corporate Law provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful.
 
Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is presumed to be entitled to indemnification and we have the burden of proof to overcome that presumption. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such officer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
 
II - 1

 
 
 
RECENT SALES OF UNREGISTERED SECURITIES
 
Within the past two years we have issued and sold the following securities without registration:
 
On February 14, 2013, we offered and sold 5,000,0000 shares of common stock to Myroslav Tsapaliuk, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.00001 per share, for aggregate proceeds of $50.  the foregoing offering was made to a non-U.S. person, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in transactions pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S of the Securities Act.
 
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The following exhibits are filed as part of this registration statement:
 
Exhibit
 
Description
     
  3.1
 
Articles of Incorporation of Registrant (1)
  3.2
 
Bylaws of the Registrant (1)
  5.1
 
Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the securities being registered (1)
10.1
 
Contract for Sale of Goods (1)
10.2   Form of Subscription Agreement (2)
10.3  
Description of Oral Contract by and Between Myroslav Tsapaliuk and UA Granite Corporation (2)
23.1
 
Consent of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit 5.1)
23.2
 
 
(1)  
Incorporated by reference to the Registrant’s Form S-1 (File No. 333-189414), filed with the Securities and Exchange Commission on June 18, 2013.
(2)
Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-1 (File No. 333-189414), filed with the Securities and Exchange Commission on August 5, 2013.


UNDERTAKINGS
 
The undersigned Registrant hereby undertakes:
 
(a)(1) To file, during any period in which offers or sales of securities are being made, 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;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
 
 
II - 2

 
 
 
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
 
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
 
 
 
II - 3

 
 
 
SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, in Kyiv, Ukraine, on the 9th day of October, 2013.
 
 
   
UA GRANITE CORPORATION
(Registrant)
 
   
 
 
 
By:
/s/  Myroslav Tsapaliuk   
 
Name:
      Myroslav Tsapaliuk
 
Title:
      President, Chief Executive Officer, Chief Financial Officer,
      Secretary and Treasurer
   
      (principal executive officer and principal
      financial officer and principal accounting officer)
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Myroslav Tsapaliuk, as her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of UA Granite Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be done by virtue hereof.
 
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
 
Signature
 
Title
 
Date
         
/s/ Myroslav Tsapaliuk                                      
      Myroslav Tsapaliuk
 
President, Treasurer and Director
(principal executive officer and principal
financial officer and principal accounting officer)
 
October 9, 2013
 
 

 
 
II - 4

 
 
 
 
EXHIBIT INDEX
 
Exhibit
 
Description
     
  3.1
 
Articles of Incorporation of Registrant (1)
  3.2
 
Bylaws of the Registrant (1)
  5.1
 
Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the securities being registered (1)
10.1
 
Contract for Sale of Goods (1)
10.2   Form of Subscription Agreement (2)
10.3  
Description of Oral Contract by and Between Myroslav Tsapaliuk and UA Granite Corporation (2)
23.1
 
Consent of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit 5.1)
23.2
 
 
(1)  
Incorporated by reference to the Registrant’s Form S-1 (File No. 333-189414), filed with the Securities and Exchange Commission on June 18, 2013.
(2)
Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-1 (File No. 333-189414), filed with the Securities and Exchange Commission on August 5, 2013.


 

 
 
II - 5