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EX-5.1 - LEGAL OPINION LETTER - TOA Holdings, Inc.toaholdingsopinionletter.htm
EX-23.1 - AUDITOR CONSENT - TOA Holdings, Inc.letterofconsenttoa.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

 

 

TOA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Date: November 12, 2013

 

 

Delaware 5190 46-0992328

(State or Other Jurisdiction

of Incorporation)

(Primary Standard Classification Code)

(IRS Employer

Identification No.)

C/O Toa Shoko, 1-1-36, Nishiawaji,
Higashiyodogawa-ku Osaka 533-0031, Japan

info@toa-group.asia

Telephone: +81-6-6325-5035

 

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Please send copies of all correspondence to:

 

ETN SERVICES, LLC

780 Reservoir Avenue, #123

Cranston, RI 02910

TELEPHONE :(401) 440-9533

FAX : (401) 633-7300

Email: teakwood5@cox.net

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

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, 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 of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_|  (Do not check if a smaller reporting company) Smaller reporting company |X|

 

 


 

 

- 1 -

 

CALCULATION OF REGISTRATION FEE

 

Title of Each

Class of

Securities

to be Registered

Amount to be

Registered

Proposed

Maximum

Offering Price

Per Share (1)

Proposed

Maximum

Aggregate Offering Price

Amount of

Registration

Fee (2)

         

Common Stock,

$0.0001 par value

44,000,000 $1.00 $44,000,000 $5,667.20

 

   
   
(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
   
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.
   

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE 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. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

 

- 2 -

 

PRELIMINARY PROSPECTUS 

  

 

 

TOA HOLDINGS, INC.

44,000,000 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

 

Prior to this Offering, no public market has existed for the common stock of TOA HOLDINGS, INC.  Upon completion of this Offering, we will attempt to have the shares quoted on the Over the Counter-Bulletin Board (“OTCBB”), operated by FINRA (Financial Industry Regulatory Authority) and or the OTC Marketplace.  There is no assurance that the Shares will ever be quoted on the Bulletin Board or the OTC Marketplace.  To be quoted on the Bulletin Board, a market maker must apply to make a market in our common stock.  As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

 

TOA Holdings, Inc. is offering 4,000,000 shares of its common stock and the selling shareholders are offering 40,000,000 shares of common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders.  The offering is being made on a self-underwritten, “best efforts” basis.  There is no minimum number of shares required to be purchased by each investor.  The shares offered by the Company will be sold on our behalf by our sole officer and director Hajime Abe.  He will not receive any commissions or proceeds for selling the shares on our behalf.  All of the shares being registered for sale by the Company will be sold at a price per share of $1.00 for the duration of the Offering.  Assuming all of the 4,0000,000 shares being offered by the Company are sold, the Company will receive $4,000,000 in net proceeds.  There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us.  There is no guarantee that this Offering will successfully raise enough funds to institute our company’s business plan.  Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

 

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days.

 

 

                   
SHARES OFFERED   PRICE TO   SELLING AGENT   PROCEEDS TO  
BY COMPANY   PUBLIC   COMMISSIONS   THE COMPANY  
Per Share   $ 1.00   Not applicable   $ 1.00  
Minimum Purchase   None   Not applicable   Not applicable  
Total (4,000,000 shares)   $ 4,000,000.00   Not applicable   $ 4,000,000.00  

 

Currently, Mr. Abe owns approximately 77.7% of the voting power of our outstanding capital stock. After the offering, assuming all his personal shares are sold, Mr. Abe will hold or have the ability to control approximately 69.4% of the voting power of our outstanding capital stock.

 

If all the shares are not sold in the company’s offering, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering, which the Company estimates at $5,000. The proceeds from the sale of the securities will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company will pay all expenses incurred in this offering. There has been no public trading market for the common stock of TOA HOLDINGS, INC.

 

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.

 

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT.  PLEASE REFER TO ‘RISK FACTORS ‘BEGINNING ON PAGE 8.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

 

 

The date of this prospectus is November 12, 2013

 

- 3–

 

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

 

 

TABLE OF CONTENTS

 

  PAGE
PROSPECTUS SUMMARY 4
SUMMARY OF FINANCIAL INFORMATION 7
MANAGEMENT’S DISCUSSION AND ANALYSIS 7
RISK FACTORS 8
INDUSTRY OVERVIEW 15
FORWARD-LOOKING STATEMENTS 16
DESCRIPTION OF BUSINESS 16
USE OF PROCEEDS 18
DETERMINATION OF OFFERING PRICE 18
DILUTION 19
SELLING SHAREHOLDERS 20
PLAN OF DISTRIBUTION 21
DESCRIPTION OF SECURITIES 22
INTERESTS OF NAMED EXPERTS AND COUNSEL 23
REPORTS TO SECURITIES HOLDERS 23
DESCRIPTION OF FACILITIES 23
SHELL COMPANY STATUS 23
LEGAL PROCEEDINGS 24
PATENTS AND TRADEMARKS 24
DIRECTORS AND EXECUTIVE OFFICERS 24
EXECUTIVE COMPENSATION 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
MATERIAL CHANGES 28
DISCLOSURE-COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 28
INDEMNIFICATION OF OFFICERS AND DIRECTORS 28
RECENT SALES OF UNREGISTERED SECURITIES 29
FINANCIAL STATEMENTS 30-32
EXHIBITS TO REGISTRATION STATEMENT 33
SIGNATURES 34

 

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. 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 any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

 


Table of Contents

 

PROSPECTUS SUMMARY

 

 

In this Prospectus, ‘‘TOA Holdings,’’ the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to TOA Holdings, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending September 30. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

 

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis” section in this Prospectus.

 

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 8, and the condensed financial statements, before making an investment decision.

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

 

The Company 

 

The Company is a development stage company and conducts a trading business through TOA SHOKO JAPAN CO. LTD., a Japan Corporation (“Toa-Shoko”), which is our wholly owned subsidiary. Our business is engaged in a range of global business activities including worldwide trading of various commodities, organizing and coordinating industrial projects, assisting in the procurement of raw materials and equipment. Our trading activities include the sale, distribution, purchase, marketing, supply of and dealing in a wide variety of products and services, as a principal or an agent, including electronics, chemicals, food products and general merchandise. The Company was incorporated under the laws of the State of Delaware on September 11, 2012.

 

Our wholly owned subsidiary, Toa Shoko Japan, Ltd. is involved in a joint venture with BJK Global Ltd. (“BJK”), a Bangladeshi construction company that intends to construct homes and mix concrete with the materials provided and shipped to them by Toa-Shoko. Toa Shoko will purchase the materials first from their supplier, Dong a Song Gong Co. Ltd (“Dong a Song Gong”) a Korean Company.

 

Our principal executive offices are located at C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa-ku Osaka 533-0031, Japan. Our phone number is +81-6-6325-5035.

 

We have not generated any revenues to date and our activities have been limited to developing our business and financial plans. We will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. Even if we raise 100% of the offering, we may not have sufficient capital to begin generating revenues from operations.

 

We believe we need to raise $1,800,000 to execute our business plan over the next 12 months. The funds raised in this offering, even assuming we sell all the shares being offered, may be insufficient to commercialize our intended service offering or develop our business strategy.

 

We will receive proceeds from the sale of 4,000,000 shares of our common stock and intend to use the proceeds from this offering to begin implementing the business plan of our company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $20,000.00, are being paid for by us. The maximum proceeds to us from this offering ($4,000,000) will satisfy our basic subsistence level, cash requirements for up to 24 months including legal and accounting costs associated with this offering, the costs associated with our continuous disclosure obligations, incidental expenses, and the cost of implementing the investigative aspects of our business plan, including identifying and securing additional sources of financing, consultants, operating equipment, marketing and facility. 75% of the possible proceeds from the offering by the company ($3,000,000) will satisfy our basic, subsistence level cash requirements for up to 18 months, while 50% of the proceeds ($2,000,000) will sustain us for up to 13 months, and 33% of the proceeds ($1,320,000) will sustain us for up to nine months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from the offering.  For example, we may determine that is it more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period. We do not have adequate funds to satisfy our working capital requirements for the next twelve months unless we can raise the $1,800,000. During the 12 months following the completion of this offering, we intend to implement our business and marketing plan.

 

 

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Table of Contents

 

In their audit report dated October 3, 2012, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our sole director and officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan.

 

We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our business plan until we are able to secure $1,800,000 in financing from this offering assuming a minimum of 1,800,000 of the 4,000,000 shares offered are sold.

 

Assuming we sell a minimum of 1,800,000 shares offered in this offering, the $1,800,000 raised would be insufficient to commercialize our business or develop our business strategy for any period more than 12 months.  Consequently, we may need to raise more money to implement our business plan over the next 12 months.

 

 

 

Our Offering

 

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 40,000,000 shares of Common Stock and 1,000,000 of Preferred Stock issued and outstanding. Through this offering we will register a total of 44,000,000 shares. These shares represent 4,000,000 additional shares of common stock to be issued by us and 40,000,000 shares of common stock by our selling stockholders. We may endeavor to sell all 4,000,000 shares of common stock after this registration becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $1.00 per share for the duration of the offering. This fixed price also applies to selling stockholders. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

 

   
Securities being offered by the Company

4,000,000 shares of common stock, at a fixed price of $1.00 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days.

 

Securities being offered by the Selling Stockholders 40,000,000 shares of common stock, at a fixed price of $1.00 offered by selling stockholders in a direct offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days.
   
Offering price per share We and the selling shareholders will sell the shares at a fixed price per share of $1.00 for the duration of this Offering or until such time as they are quoted on the OTC Bulletin Board or and thereafter at prevailing market prices or in privately negotiated transactions.  
   
Number of shares outstanding before the
offering of common stock
40,000,000 common shares are currently issued and outstanding.
   
Number of shares outstanding after the
offering of common shares
44,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering.
   
The minimum number of shares to be
sold in this offering
None.
   
Market for the common shares There is no public market for the common shares. The price per share is $1.00.
   
  We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
   
  The offering price for the shares will remain $1.00 per share for the duration of the offering.

 

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Use of Proceeds We intend to use the net proceeds to us for working capital, and other general corporate purposes; however we do not have any specific uses of the net proceeds planned. We may use a portion of net proceeds to us for acquisitions or complementary businesses. However we have no commitments to use proceeds from this offering for any acquisitions or investments at this time.
   
Termination of the Offering This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 44,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.
   
Terms of the Offering

Our sole officer and director will sell the 4,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis.

 

Subscriptions:

All subscriptions once accepted by us are irrevocable.

 

Registration Costs

We estimate our total offering registration costs to be approximately $20,000.

 

Risk Factors: See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 

Our officer & director, control persons and/or affiliates do not intend to purchase any Shares in this Offering.  If all the Shares in this Offering are sold, our executive officer and director will own approximately 69.4% of the voting power of our outstanding capital stock. However, if only 50% of his shares or 25% of his Shares in this Offering are sold, our executive officer and director will own 72.5% or 74%, respectively.

 

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

 

 

 

- 6 -

 

 


Table of Contents

 

SUMMARY OF OUR FINANCIAL INFORMATION

 

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

 

The tables and information below are derived from our financial statements for the period from September 11, 2012 (Inception) to June 30, 2013.

 

Financial condition

    As of   As of
    June 30, 2013   September 30, 2012
    (unaudited)   (audited)
         
Prepaid Expenses $ - $ 2,500
TOTAL ASSETS $ - $ 2,500
Account payables-Related Party $ 747 $ 2,648
TOTAL LIABILITIES $ 747 $ 2,648
Common stock $ 4,000 $ 2,000
Preferred Stock $ 100 $ 0
Deficit accumulated during the development stage   $  (8,847)    (2,148)
TOTAL SHAREHOLDER EQUITY $  (4,747) $  (148)
TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ - $ 2,500

 

 

Financial condition – Consolidated base

    As of
    June 30, 2013
    (unaudited)
     
Cash and Deposits $ 8,017
TOTAL ASSETS $ 8,017
Account payables-Related Party $ 747
TOTAL LIABILITIES $ 4,747
Common stock $ 4,000
Preferred Stock $ 100
Deficit accumulated during the development stage   $  (11,113)
Foreign currency translation adjustment   $ (725)
TOTAL SHAREHOLDER EQUITY $  3,270
TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 8,017

 

 

 

Statement of operations

 

            Period from
            September 11, 2012
    Three months   Nine months   (Date of Inception)
    Ended   Ended   through
    June 30, 2013   June 30, 2013   June 30, 2013
             
Revenues $ - $ - $ -

Expenses

Other income

 

6,447

-

 

9,347

2,648

 

 

11,495

2,648

NET INCOME (LOSS) $  (34,474) $  (6,699) $  (8,847)
NET INCOME(LOSS) PER SHARE $  (0.00) $  (0.00) $  (0.00)

 

 

As indicated in the financial statements, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

 

The Company is electing to not opt out of JOBS Act extended accounting transition period.  This may make its financial statements more difficult to compare to other companies.

 

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

Emerging Growth Company

 

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an emerging growth company,” it will, among other things:

 

   
· be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act
   
· be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”.
   
· be temporarily exempted from any rules that might  be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
   
· be temporarily exempted  from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended;
   
· be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and,
   
· be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).

 

Our company will continue to be an emerging growth company until the earliest of:

 

   
· the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;
   
· the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act;
   
· the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
   
· the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2).

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Our cash balance is $0 as of June 30, 2013. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Hajime Abe, our president and director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Hajime Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $1,800,000 of funding from this offering. Being a development stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

 

We are a development stage company and have generated no revenue to date. Long term financing beyond the maximum aggregate amount of this offering will be required to fully implement our business plan. The exact amount of funding will depend on funding required for full implementation of our business plan. Our expansion may include expanding our office facilities, hiring sales personnel and expanding into geographical areas such as Bangladesh and Korea. We do not currently have plans for our expansion, and have not yet decided on the scale of our expansion if we decided to do so and on the exact amount of funding needed for our long term financing.

 

If we do not receive any proceeds from the offering or the minimum amount of $1,800,000 that we require to operate for the next 12 months Hajime Abe, has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

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 start our proposed operations but we cannot guarantee that once we start operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources of funding. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely. Even if we raise $1,800,000 from this offering, it will most likely only last one year. We may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

 

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Table of Contents

 

RISK FACTORS

 

 Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

 

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

 

Risks Relating to Our Company and Our Industry

 

 

We will require additional funds in the future to fully carry out our current business strategy. Additionally, our inability to obtain funding in the future could cause our business to fail.

 

We will need to raise additional funds through public or private debt or equity sales in order to fund our future operations and fulfill contractual obligations in the future. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current business plan and develop our products, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.

 

Even if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand our operations. If we do not raise the additional capital, the value of any investment in our Company may become worthless. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan.

 

The Company, being a Developmental Stage Company has not generated any revenues since our inception in September 2012.

 

We are a development stage company. Our ability to continue as a going concern is dependent upon our ability to commence a commercially viable operation and to achieve profitability. Since our inception in September 2012, we have yet to generate any revenues, and currently have only limited operations, as we are presently in the planning stage of our business development as an exploration stage company. These factors raise substantial doubt about our ability to continue as a going concern. We may not be able to generate any revenues in the future and as a result the value of our common stock may become worthless. There are no assurances that we will be successful in raising additional capital or successfully developing and commercializing our products and become profitable.

 

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.

 

We were incorporated in Delaware in September of 2012. We have no significant assets or financial resources. The likelihood of our success must be considered in light of the expenses and difficulties in development of worldwide clients, recruiting and keeping clients and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history we may not be profitable and we may not be able to generate sufficient revenues to meet our expenses and support our anticipated activities.

 

We are an early stage company with an unproven business strategy and may never be able to implement our business plan or achieve profitability.

We are at an early stage of development of our operations as a company. We have not begun to operate any global trading activities, and have not begun to generate revenues from any operations. A commitment of substantial resources to conduct time-consuming research in many respects will be required if we are to complete the development of our company into one that is profitable. There can be no assurance that we will be able to implement our business plan at reasonable costs or successfully operate. We expect it will take several years to implement our business plan fully, if at all.

 

Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.

 

We have a limited operating history in the trading industry. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. We base our current and future expense levels on our operating forecasts and estimates of future net sales. Net sales and operating results are difficult to forecast because they generally depend on the volume and timing of the orders we receive, which are uncertain. Some of our expenses are fixed, and, as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net sales. This inability could cause our net income in a given quarter to be lower than expected.

 

 

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Our operations are concentrated in Bangladesh, which could harm our business, results of operations and financial condition if activity levels in this country decline.

 

Various types of businesses worldwide sometimes expose us to risks associated with regional political and economic instabilities. Furthermore, our business activities may be exposed to concentration risk in particular industries located in Bangladesh.

 

As a result, declining levels of trading activities or asset volumes in this country could have a disproportionately negative effect on our business, results of operations and financial condition.

 

 

Because we will purchase our products from overseas, a disruption in the delivery of imported products may have a greater effect on us than on our competitors.

 

We will import our products from Korea and or other countries. Because we import our products and deliver them directly to Bangladesh, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors. Deliveries of our products may be disrupted through factors such as:

 

(1) raw material shortages, work stoppages, strikes and political unrest;

(2) problems with ocean shipping, including work stoppages and shipping container shortages;

(3) increased inspections of import shipments or other factors causing delays in shipments; and

(4) economic crises, international disputes and wars.

 

Most of our competitors warehouse products they import from overseas, which allows them to continue delivering their products for the near term, despite overseas shipping disruptions. If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.

 

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

 

We operate in a highly competitive environment. Our competition includes large, small and mid-sized Asian trade companies, and many of them may distribute similar redemption machines in our markets at competitive prices. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

 

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

 

Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

 

Because the Companys headquarters and assets are located outside the United States in Japan, investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon US Federal Securities Laws against the Company and its non-US resident officers and directors.

 

While we are organized under the laws of State of Delaware, our officers and Directors are non-US residents and our headquarters and assets are located outside the United States in Japan. Consequently, it may be difficult for investors to affect service of process on them in the United States and to enforce in the United States judgments obtained in United States courts against them based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside U.S. it may be difficult or impossible for U.S. investors to collect a judgment against us.  

 

Our business and future revenues rely heavily on our business relationship with BJK Global Ltd.

 

As we implement our business plan we foresee that most of our products and materials will go directly to BJK Global Ltd. in the construction of homes across Bangladesh. Because our company receives a percentage from the sale of the constructed homes, if BJK must file bankruptcy or faces financial struggles then we could be adversely effected causing you to lose some or all of your investment.

 

Our business and future revenues rely heavily on our business relationship with Dong A Sang Gong Co., Ltd.

 

Dong A Sang Gong Co., Ltd. is our Company’s supplier of materials and other products that go into the construction of the products we provide to BJK. If Dong A Sang Gong Co., Ltd. must file bankruptcy or faces financial issues where they can’t provide these materials we could be adversely effected, causing you to lose some or all of your investment.

 

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We expect our quarterly financial results to fluctuate.

 

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

 

• Demand for our trading products;

Our ability to retain existing customers or encourage repeat purchases;

Our ability to manage our product mix and inventory;

General economic conditions;

Advertising and other marketing costs;

Costs of expanding or enhancing our trading products.

 

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.

 

Our future success is dependent, in part, on the performance and continued service of Hajime Abe, our President and CEO. Without their continued service, we may be forced to interrupt or eventually cease our operations.

 

We are presently dependent to a great extent upon the experience, abilities and continued services of Hajime Abe, our President and CEO. We currently do not have an employment agreement with Mr. Abe. The loss of his services would delay our business operations substantially.

 

Our current officers and directors do not have experience in the global trading business.

 

Although management has extensive business experience, they do not have extensive experience in the global trading business. Therefore, without industry-specific experience, their business experience may not be enough to effectively start-up and maintain a global trading company. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful.

 

Because our current President has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

 

Hajime Abe, our president and director, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Hajime Abe to our company could negatively impact our business development.

 

If Hajime Abe, our President and Director, should resign or die, we will not have a Chief Executive Officer. This could lead to having to suspend operations of the Company. If that should occur, you could lose your investment.

 

We are extremely dependent on the services of our president and director, Hajime Abe, for the future success of our business. The loss of the services of Hajime Abe could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose most if not all of your entire investment.

 

 

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Our future success is dependent on our implementation of our business plan. We have many significant steps that we still must take for us to carry out our business plan.

 

Our success will depend in large part in our success in achieving several important steps in the implementation of our business plan, including the following: acquiring business information, development of clients, development of suppliers, implementing order processing and customer service capabilities, and management of business process. If we are not successful, we will not be able to implement or expand our business plan.

 

Our success depends upon our ability to attract and hire key personnel. Since many of our personnel will be required to be bilingual, or to have other special skills, the pool of potential employees may be small and in high demand by our competitors. Our inability to hire qualified individuals will negatively affect our business, and we will not be able to implement or expand our business plan.

 

Our business is greatly dependent on our ability to attract key personnel. We will need to attract, develop, motivate and retain highly skilled technical employees. Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel. Our management has limited experience in recruiting key personnel which may hurt our ability to recruit qualified individuals. If we are unable to retain such employees, we will not be able to implement or expand our business plan.

 

 

If we cannot effectively increase and enhance our sales and marketing capabilities, we may not be able to increase our revenues.

 

We need to further develop our sales and marketing capabilities to support our commercialization efforts. If we fail to increase and enhance our marketing and sales force, we may not be able to enter new or existing markets. Failure to recruit, train and retain new sales personnel, or the inability of our new sales personnel to effectively market and sell our products, could impair our ability to gain market acceptance of our products.

 

Shareholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144, due to our status as a “Shell Company.”

 

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, because we have nominal assets, we are still considered a “shell company” pursuant to Rule 144 and as such, sales of our securities pursuant to Rule 144 are not able to be made until we have ceased to be a “shell company” and we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” (i.e., information similar to that which would be found in a Form 10 Registration Statement filing with the SEC has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because none of our non-registered securities can be sold pursuant to Rule 144, until one year after filing Form 10 like information with the SEC which we did on October 9, 2012, any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until 12 months after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.

 

Our current Chief Executive Officer and President, Hajime Abe, beneficially owns approximately or has the right to vote on 77.8% of our total outstanding common and preferred stock. As a result, he will have the ability to control substantially all matters submitted to our stockholders for approval including:

 

• Election of our board of directors;

• Removal of any of our directors;

• Amendment of our Certificate of Incorporation or bylaws;

• Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

 

As a result of his ownership and position, he is able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Mr. Abe's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

 

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Our growth will place significant strains on our resources.

 

The Company is currently in the exploration stage, with only limited operations, and has not generated any revenues since inception in September 2012. The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources. Moving forward, the Company's systems, procedures or controls may not be adequate to support the Company's operations and/or the Company may be unable to achieve the rapid execution necessary to successfully implement its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its operations, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.

 

The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

 

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

 

-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

 

-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

 

-be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and

 

-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

 

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

 

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

 

We are an “emerging growth company” under the JOBS Act of 2012, 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 JOBS Act, and we may 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 cannot predict if investors will find our common stock less attractive because we may 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.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.  As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

 

 We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

 

As we are a publicly reporting company, we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

 

Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, that are necessary to remain as an SEC reporting Company, will be costly as an external third party consultant(s), attorney, or firm, may have to assist in some regard to following the applicable rules and regulations for each filing on behalf of the company.

 

We currently do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that we only have one officer and Director, who has minor experience as an officer or Director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

 

Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

 

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Our officers and Directors lack experience in and with the reporting and disclosure obligations of publicly-traded companies.

 

While we rely heavily on Hajime Abe, he lacks experience in and with the reporting and disclosure obligations of publicly-traded companies and with serving as an officer or Director of a publicly-traded company. Such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our officers and directors ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general. Additionally, due to the fact that all of our officers and Directors are currently located in Japan; having employment outside of the Company; and lacking experience with companies in our industry, we may be unable to successfully implement our business plan, and/or manage our future growth if any. Our officers and Directors do not currently believe that their outside employment affects the day to day operations of the Company. While the Company believes that the time and resources that our officers and Directors are able to provide to the Company, and/or which they may be willing to provide to us in the future, as well as our outside consultants are adequate to support the Company’s business plan, our operations and growth (if any) may be adversely affected by the fact that our officers and Directors are located in another country, only being able to provide a limited number of hours of service to the Company per week and/or their outside employment.

 

 

 

There is uncertainty as to our ability to enforce civil liabilities both in and outside of the United States due to the fact that our officers, Directors and certain of our assets are not located in the United States.

 

Our office is not located in the United States. Our officers and Directors are located in Japan and the operations and assets of Toa-Shoko are located in Japan. As a result, it may be difficult for shareholders to effect service of process within the United States on our officers and Directors. In addition, investors may have difficulty enforcing judgments based upon the civil liability provisions of the securities laws of the Unites States or any state thereof, both in and outside of the United States.

 

 

 

Risks Relating to the Company’s Securities

 

We may never have a public market for our common stock or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

 

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

 

In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Bulletin Board. In addition, it is possible that, such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

 

We may in the future issue additional shares of our common stock, which may have a dilutive effect on our stockholders.

 

Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock, of which 40,000,000 shares are issued and outstanding as of November 12, 2013. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued 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.

 

We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

 

Our Certificate of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Currently, our series A preferred stock entitles the holder thereof to 100 votes on all matters upon which the holders of the common stock of the Company are entitled to vote. Series A Preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

 

We do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

 

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

 

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Our auditors have issued a going concern opinion.

Our independent auditors have indicated, in their report on our September 30, 2012 financial statements, that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. The going concern consideration is based on the Company’s absence of revenues to date. If we are unable to continue as a going concern, investors will likely lose all of their investment in the Company. 

We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

 

As a reporting company we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

 

We do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

 

 

 

The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 is and will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

 

As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.

 

State Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.

 

Secondary trading in our common stock may 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 cannot 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.

 

 

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Risks Relating to this Offering

 

Investors cannot withdraw funds once invested and will not receive a refund.

 

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to TOA HOLDINGS, INC. and held in our corporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

 

Our President, Hajime Abe does not have any prior experience conducting a best effort offering, and our best effort offering does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.

 

Hajime Abe does not have any experience conducting a best-effort offering. Consequently, we may not be able to raise the funds needed to commence business operations. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

 

The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.

 

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

 

This offering 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 President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

The estimated cost of this registration statement is $20,000. We will have to utilize funds from Hajime Abe, our officer and director, who has verbally agreed to loan the company funds to complete the registration process. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $35,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

 

Our officers and director have no experience managing a public company, which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.

 

Hajime Abe, our director, has little experience managing a public company, which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

 

 

INDUSTRY OVERVIEW

 

This Prospectus includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.

 

As of the date of the preparation of this Prospectus, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

 

Need for Housing in Bangladesh

 

In 2013 the population of Bangladesh was estimated at 160 million people. Bangladesh has been cited as having the highest population density in the world, excluding a handful of city-states and small countries with populations under 10m, such as Malta and Hong Kong. Based on the CIA World Fact Book, 2012 figures for population (161,083,804) and land area (130,168 km2), Bangladesh has the highest population density among large countries as well, 1,237.51 persons per square kilometer, and 12th overall, when small countries and city-states are included. The urban population growth (annual %) in Bangladesh was last reported at 2.85 in 2010, according to a World Bank report published in 2012. Note, urban population refers to people living in urban areas as defined by national statistical offices.

 

Because of the high population density, there is a need for affordable housing to house this large group of people and the rapidly increasing population. Even more so there is a need for not only affordable, but quality, well manufactured homes. As will be elaborated on shortly, this region has had issues with poorly constructed buildings that have either deteriorated or collapsed.

 

We feel that our company will be able to provide the necessary materials to build better quality homes in this area by providing materials to BJK Global Ltd. for the construction of homes.

 

Need for Safer Homes/ Buildings

 

In Bangladesh, the majority of homes and buildings are built of bricks, or blocks. The construction of these structures are usually poor and the methods used to construct them are not standardized, leaving contractors room to take any measure necessary to complete the job, without worry about code, stability, or the long term effects of deterioration. This means less than safe and also lower quality homes and buildings.

 

An example of a recent collapse occurred on April, 24 2013, in which Rana Plaza, an eight-story commercial building, collapsed in Savar, a sub-district in the Greater Dhaka Area, the capital of Bangladesh. The unfortunate event recorded a death toll of 1,129. Approximately 2,500 injured people were rescued from the building alive.

 

This event is considered to be one of the deadliest garment-factory accidents in history, and also one of the deadliest accidental structural failures in modern history.

 

Increased use of Technology/ How we Separate Ourselves From Competition

 

We feel as though we have a significant competitive advantage in Bangladesh because we plan to supply to BJK Global, Ltd. the materials necessary to utilize an innovative form of panel construction in the creation of homes and buildings. We feel as though this method can and will save costs with the construction of structures and will also require fewer workers to complete the job while maintaining quality and long term reliability. We also foresee that it will reduce the period of time it will take to construct a structure such as a home if it were a brick or stone building.

 

We plan to work with BJK to implement this form of construction by providing BJK with the necessary materials to carry out this type of construction in Bangladesh before any other competition enters the market with the same business strategy.

 

Economy/ Infrastructure

 

Because of the high population density of Bangladesh and because the area is rapidly growing larger every year there is a serious shortage of economic/social infrastructure. As a result, there are many business opportunities regarding the construction of buildings, homes, and city districts in Bangladesh, and thus a need for higher quality materials imported from overseas.

 

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FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 

DESCRIPTION OF BUSINESS

 

Corporate History

 

The Company was incorporated under the laws of the State of Delaware on September 11, 2012, with an objective to acquire, or merge with, an operating business.

 

On January 18, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Gold Bullion Acquisition, Inc. (the “Registrant” or “Company”), entered into a Share Purchase Agreement with Hajime Abe, C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa-ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock, which represents all of our issued and outstanding shares in consideration of $34,900.

 

Following the closing of this share purchase transaction, Mr. Hajime Abe gained a 100% interest in the issued and outstanding shares of our common stock. Mr. Hajime Abe became and remains the controlling shareholder of FKA Gold Bullion Acquisition, Inc. Commensurate with the closing, Gold Bullion Acquisition filed with the Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to TOA Holdings, Inc.

 

On January 22, 2013, Mr. DeNunzio resigned as our President, Secretary, Treasurer and Director, such resignation is to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

 

On January 22, 2013, Mr. Hajime Abe was appointed as Director, President, Secretary and Treasurer, to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.

 

On April 22, 2013, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director’s compensation.

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with 341 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 31,620,000 shares of common stock of the Company to these individuals. We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe agreed to transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock that represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. gained a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. became the controlling shareholder of the Company (TOA Shoko). 

 

 

Business Information of Toa-Shoko

 

Toa-Shoko was initially formed as an Osaka, Japan Corporation on January 28, 2013.

 

Toa-Shoko is a trading company engaged in a range of global business activities including worldwide trading of various commodities, organizing and coordinating industrial projects, and assisting in the procurement of raw materials and equipment, and assisting in the client’s marketing. Our trading activities as a trading company include the sale, distribution, purchase, marketing, supply of and dealing in a wide variety of products and services, as a principal or an agent, including electronics, chemicals, food products and general merchandise.

 

Competition

 

The industry in which Toa-Shoko competes is highly competitive. Our main competitors are other Japanese trading companies. Moreover, all of our potential business partners, for supply of products and services; or for establishment of joint venture operations, could also be competitors. To ensure our competitiveness, we strive to continue to successfully acquire new customers and meet the changing needs of our customers and suppliers worldwide.

 

Because we are a small company with a limited operating history, we are at a competitive disadvantage against the large and well-capitalized companies in Japan. Therefore, our primary method of competition involves promoting the benefits of using our services over those of our competitors, including the price, delivery, quality and effectiveness of our services.

 

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Construction Project in Bangladesh

 

As previously mentioned we have a joint venture with BJK Global Ltd. a Bangladeshi Company that constructs homes and is a provider of concrete, and also Dong A Sang Gong Co. Ltd., a Korean Company that provides raw materials and other components that we plan to then provide to BJK Global Ltd. in the construction of future homes, structures, and concrete.

 

On June 2, 2013, we entered into an Exclusive Supplier Agreement with BJK Global Ltd., whose address is Gulfeshan Plaza, Suite No-(M9Floor), 8 Shahid Sangbadik Selina Parvin, Road-Baro Mogbazar, Dhaka-1217, Bangladesh ("BJK") which controls and manages national construction projects, manufacturing projects and projects of development of infrastructure in the Republic of Bangladesh (“Projects”). This supplier agreement can be found as exhibit 3.7 to the Super 8-K filed July 9, 2013.

 

BJK was incorporated on May 21, 2013 and its primary business is the construction of textiles, homes, mixing of concrete and also the development of real estate, and land.

 

The structure of BJK is as follows.

 

i. Capital 4,000,000 TK. (*1)
     
ii. Issued and outstanding shares

40,000 shares

 

 

     
      Residence    
           
iii Ownership Gyungmee Ji Korea Director 16,000 shares (40%)
    Hajime Abe Japan Chairman 8,000 shares (20%)
    Hyangyong Seo Korea Deputy Managing Director 6,000 shares (15%)
    Benjar Ahmed Bangladesh Vice-chairman 2,800 shares (7%)
    Mahabubul Haque Korea Managing Director 2,000 shares (5%)
    Kazi Showkot Hossain Bangladesh Deputy Managing Director 2,000 shares (5%)
    K.M. Zillur Rahmen Bangladesh Director 1,600 shares (4%)
    MD. Ashraful Hoque Bangladesh Director 1,600 shares (4%)
           
iv. Nature of business 1. Importing, exporting and manufacturing of LED lights, solar chargers and their equipment
    2. Importing, exporting and manufacturing of electric and electronic goods and equipment
    3. Manufacturing of textiles,
    4. Business of industrial machineries and equipment.
    5. Business of household machineries and equipment.
    6. Business of housing, real estate, land development and construction.
    7. Business of internet and telecommunication service.
     
        Residence
         
v. Directors Chairman Hajime Abe Japan
    Vice-chairman Benjar Ahmed Bangladesh
    Managing Director Mahabubul Haque Korea
    Deputy Managing Director Hyangyong Seo Korea
    Director Kazi Showkot Hossain Bangladesh
    Director Gyungmee Ji Korea
    Director K.M. Zillur Rahmen Bangladesh
    Director MD. Ashraful Hoque Bangladesh
               

 

           

 

*1 One dollar is about equivalent to 76.7 TK. as of November 12, 2013.

 

 

Supplier of Materials to Toa Shoko Japan Co. Ltd.

 

Our subsidiary’s, (Toa-Shoko’s) supplier of the materials to be provided to BJK is Dong A Sang Gong Co., Ltd, a Korean corporation ("Dong A Sang Gong "). Dong A Sang Gong conducts a worldwide trading business and has had business transactions focused in Asia. Mr. Hajime Abe, who is our President and CEO, owns 49% of the outstanding shares of common stock of Dong A Sang Gong and holds the Chairman position of Dong A Sang Gong concurrently.

 

The outline of our business and how it will flow concurrently with BJK Global Ltd. and Dong A Sang Gong is depicted below.

 

 

Outline of the structure of our business

 

 

As already mentioned Toa Holdings owns 100% of its subsidiary Toa Shoko. Toa Shoko is responsible in this joint venture to trade, and deliver the goods provided by Dong A Sang Gong Co. Ltd. to BJK Global Ltd.

 

Toa Shoko will also supply other necessary components, workers and construction technologies to BJK when necessary.

 

Once BJK receives the goods and any other materials from Toa Shoko they will then use them in the construction of homes in the nation of Bangladesh, using panel construction. The progression of the process is as follows.

 

 

 

 

Schedule of Operations

 

 

September 2013

Start of construction of 2 model houses by BJK.

- 100m2 one-story type and 180m2 two-story type

 

November 2013

Completion of model houses.

Broadcast of TV commercial in Bangladesh by BJK.

 

January 2014

Sales promotion for landowners.

 

May 2014

Start of sales promotion of ready-built houses.

 

 

 

Our products

 

Method of construction

Panel construction

 

Construction term

One month

 

 

Price

 

  One-story type Two story type
Floor space 100m2 (119yd2) 180m2 (214yd2)
Price 100,000 USD 150,000 USD
Foundation 50,000 USD 80,000 USD

 

Cost structure

 

  One-story type Two story type
Materials costs 40,000 40% 60,000 40%
Labor costs 10,000 10% 15,000 10%
Gross profit 50,000 50% 75,000 50%
  Toa Shoko's share 30,000 30% 45,000 30%
Final price 100,000 100% 150,000 100%
           

 

 

Target of sales, revenues and profits

 

  (Unit) For the period from For the period from  Notes
October 1, 2013 October 1, 2014
to to
September 30, 2014 September 30, 2015
Number of homes sold Houses 24 36  
Revenue from homes USD 2,800,000 4,200,000 BJK's revenue
Other revenue USD 400,000 600,000 Foundation, etc.
Toa Shoko's gross profit USD 960,000 1,440,000  

 

 

Concrete Business in Bangladesh 

 

BJK plans to construct a concrete plant in Bangladesh to meet the increasing construction demand of Bangladesh. Toa-Shoko will supply the necessary materials and components to BJK to carry out operations. BJK plans to use this concrete themselves in the production of homes and also offer it for sale to outside contractors and companies.

 

Structure of the Concrete Business

 

 

 

Schedule of Operations

 

October 2013

Start of construction of the concrete plant by BJK.

-Planned construction site: Kushura, Dhamrai, Dhaka

-Production capacity: 560,000 tons a year

 

February 2014

Completion of the concrete plant.

 

February 2014

Sales promotion for contractors and builders in Bangladesh.

 

 

 

Our products

 

  Price per ton Gross profit rate  
Toa-Shoko's share
Ready-mixed concrete 60 USD 33% 20%

 

 

Target of sales, revenues and profits

 

  (Unit) For the period from For the period from Notes
October 1, 2013 October 1, 2014
to to
September 30, 2014 September 30, 2015
Production quantity tons 400,000 560,000  
Revenue of concrete USD 24,000,000 33,600,000 BJK's revenue
Toa-Shoko's gross profit USD 4,800,000 6,720,000  

 

 

 


 

Overall Plan of Operations for the Next 12 Months-Toa-Shoko

 

Planned Actions Estimated Cost to Complete
Purchase Products $1,000,000
Develop and increase new products for trading $200,000
Increase customers. $200,000
Recruit, train and establish additional corporate sales agents in Japan. $100,000
Perform financial strategies. $300,000
TOTAL $1,800,000
   

 

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Toa-Shoko will need to raise additional funding to complete the Plan of Operations set forth above. Currently Toa-Shoko has only enough cash on hand to pay for its current level of day-to-day operations.

 

Toa-Shoko has budgeted the need for approximately $1,800,000 of additional funding during the next 12 months to affect the Plan of Operations set forth above and pay costs and expenses associated with the filing requirements with the Securities and Exchange Commission, which funding may not be available on favorable terms, if at all. If Toa-Shoko is unable to raise adequate working capital it will be restricted in the implementation of its business plan.

 

Moving forward, we plan to seek out additional debt financing to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and conduct our exploration activities (as described herein); however, we do not currently have any specific plans to raise such additional financing at this time. The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our shareholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all.

 

Employees

 

As of November 12, 2013, we have one full time employee, Mr. Abe, our sole officer and director and four part time employees.

 

Currently, Mr. Abe has the flexibility to work on our business up to 25 to 30 hours per week, but is prepared to devote more time if necessary.

 

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole director and officer.

 

During the initial implementation of our business plan, we intend to hire independent consultants to assist in the development and execution of our business operations.

 

 

 

USE OF PROCEEDS

 

Our offering 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 $1.00. The following table sets forth the uses of proceeds assuming the sale of 100% of the securities offered for sale by the Company. There is no assurance that we will raise the full $4,000,000 as anticipated.

 

Next 12 months

Planned Actions Estimated Cost to Complete
Purchase products for Projects in Bangladesh. $1,000,000
Develop and increase new products for trading $200,000
Increase customers. $200,000
Recruit, train and establish additional corporate sales agents in Japan. $100,000
Perform financial strategies. $300,000
TOTAL $1,800,000

 

Next 13-24 months

Planned Actions Estimated Cost to Complete
Purchase products for Projects in Bangladesh. $1,300,000
Develop and increase new products for trading $250,000
Increase customers. $200,000
Recruit, train and establish additional corporate sales agents in Japan. $150,000
Perform financial strategies. $300,000
TOTAL $2,200,000

 

The above figures represent only estimated costs for the next 24 months. If necessary, Hajime Abe, our president and director, has verbally agreed to loan the company funds to complete the registration process. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when/if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Hajime Abe will not be repaid from the proceeds of this offering by the Company. There is no due date for the repayment of the funds advanced by Hajime Abe. Hajime Abe will be repaid from revenues of operations if and when we generate revenues to pay the obligation.

 

 

 

 

DETERMINATION OF OFFERING PRICE

 

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price shares were sold to our shareholders in our private placement, which commenced April 2013. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.

 

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. 

 

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DILUTION

 

The price of the current offering is fixed at $1.00 per share. This price is significantly higher than the price paid by the Company’s officers for common equity since the Company issued 20,000,000 shares of restricted common stock valued at $2,000 and $0.0001 per share to Hajime Abe as director’s compensation on April 22, 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.

 

 

 

Existing Stockholders if 50% of Shares are Sold:    
  Price per share $ 0.0001
  Net tangible book value per share before offering $ (0.000)
  Potential gain to existing shareholders $ 2,000,000
  Net tangible book value per share after offering $ 0.045
  Increase to present stockholders in net tangible book value per share    
  After offering $ 0.045
  Capital contributions $ 22,000
  Number of shares outstanding before the offering   40,000,000
  Number of shares after offering assuming the sale of 50% of shares   42,000,000
  Percentage of ownership after offering   95.24%
Existing Stockholders if 100% of the Shares are Sold:    
  Price per share $ 0.0001
  Net tangible book value per share before offering $ (0.000)
  Potential gain to existing shareholders $ 4,000,000
  Net tangible book value per share after offering $ 0.091
  Increase to present stockholders in net tangible book value per share    
  After offering $ 0.091
  Capital contributions $ 22,000
  Number of shares outstanding before the offering   40,000,000
  Number of shares after offering assuming the sale of the maximum    
  Number of shares   44,000,000
  Percentage of ownership after offering   90.91%
Purchasers of Shares in this Offering if 50% of Shares Sold    
  Price per share $ 1.000
  Dilution per share $ 0.955
  Capital contributions $ 2,000,000
  Percentage of capital contributions by existing shareholders   1.09%
  Percentage of capital contributions by new investors   98.91%
  Number of shares after offering held by public investors   2,000,000
  Percentage of ownership after offering   4.76%
Purchasers of Shares in this Offering if all 100% Shares Sold    
  Price per share $ 1.000
  Dilution per share $ 0.909
  Capital contributions $ 4,000,000
  Percentage of capital contributions by existing shareholders   0.55%
  Percentage of capital contributions by new investors   99.45%
  Number of shares after offering held by public investors   4,000,000
  Percentage of ownership after offering   9.09%

 

 

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SELLING SHAREHOLDERS

 

The shares being offered for resale by the selling stockholders consist of the 40,000,000 shares of our common stock held by 341 shareholders.

 

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 12, 2013 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 

 

Name of selling stockholder  Shares of Common stock owned prior to offering  Shares of Common stock to be sold  Shares of Common stock owned after offering (if all shares are sold) Percent of common stock owned after offering (if all shares are sold)
HAJIME ABE 8,720,000 8,720,000 8,720,000 0%
MIEKO CHIDA 2,000,000 2,000,000 2,000,000 0%
TOKUKO HORI 1,200,000 1,200,000 1,200,000 0%
SUEKO UEDA 1,000,000 1,000,000 1,000,000 0%
MUTSUKO TERASHIMA 1,000,000 1,000,000 1,000,000 0%
SACHIKO AOTA 1,000,000 1,000,000 1,000,000 0%
TOKIKO YAMAJI 1,000,000 1,000,000 1,000,000 0%
KAZUO HISANAGA 700,000 700,000 700,000 0%
MISAYO HISANAGA 660,000 660,000 660,000 0%
KIYOMI FUKUMOTO 600,000 600,000 600,000 0%
TAKASHI ISHIKAWA 600,000 600,000 600,000 0%
REIKO SHOJI 480,000 480,000 480,000 0%
TAKAKO SUMIMOTO 420,000 420,000 420,000 0%
MIYOKO FUKAI 400,000 400,000 400,000 0%
MIEKO EBI 400,000 400,000 400,000 0%
HIROAKI WADA 400,000 400,000 400,000 0%
CHIKAKO MIKAMI 400,000 400,000 400,000 0%
YOICHI ISHIKAWA 400,000 400,000 400,000 0%
YUNJA CHOI 400,000 400,000 400,000 0%
MIEKO TANAKA 400,000 400,000 400,000 0%
YASUYO KIHARA 380,000 380,000 380,000 0%
EIKO MORI 300,000 300,000 300,000 0%
KAZUHIKO KANOMATA 220,000 220,000 220,000 0%
KEIKO IMUTA 200,000 200,000 200,000 0%
SUEO TANI 200,000 200,000 200,000 0%
TAEKO TATEISHI 200,000 200,000 200,000 0%
MITSUKO MIYAHARA 200,000 200,000 200,000 0%
MOMOKO TAKAHASHI 200,000 200,000 200,000 0%
KIICHI AGARI 200,000 200,000 200,000 0%
AIKO YAMASHITA 200,000 200,000 200,000 0%
MAMIKO NAKAMURA 200,000 200,000 200,000 0%
MASATO HISAOKA 200,000 200,000 200,000 0%
SUGURU KAYABA 200,000 200,000 200,000 0%
AMI TANAKA 200,000 200,000 200,000 0%
MASAKO SUZUKI 180,000 180,000 180,000 0%
NORIAKI HARADA 180,000 180,000 180,000 0%
AKIMI YAMAMOTO 160,000 160,000 160,000 0%
CHIKAKO HORIGUCHI 160,000 160,000 160,000 0%
TAKAKO YOSHIDA 160,000 160,000 160,000 0%
KIKUKO SAKAI 160,000 160,000 160,000 0%
TORU SUZUKI 160,000 160,000 160,000 0%
KEIKO KAWASAKI 140,000 140,000 140,000 0%
KUMI HISAOKA 140,000 140,000 140,000 0%
KAZUE TASAKA 120,000 120,000 120,000 0%
SHIZUKO OKADA 120,000 120,000 120,000 0%
RYUKO KAWAHARA 120,000 120,000 120,000 0%
MICHIKO FUSE 120,000 120,000 120,000 0%
HARUKO FUJIKAWA 120,000 120,000 120,000 0%
CHIZURU NAGAI 100,000 100,000 100,000 0%
TAKAKO MATSUMOTO 100,000 100,000 100,000 0%
FUMIKO TSURUOKA 100,000 100,000 100,000 0%
SHINOBU TERUI 100,000 100,000 100,000 0%
MASAKO TANIGUCHI 100,000 100,000 100,000 0%
TORU IKENISHI 100,000 100,000 100,000 0%
AKIKO MATSUHASHI 100,000 100,000 100,000 0%
SOON-OK KIM 100,000 100,000 100,000 0%
ISAO HAYASHIDA 100,000 100,000 100,000 0%
HATSUE TOKIMATSU 100,000 100,000 100,000 0%
MINAKO IWAO 100,000 100,000 100,000 0%
TERUKO KAWAMOTO 100,000 100,000 100,000 0%
KATSUO HIMEGI 100,000 100,000 100,000 0%
MUTSUKO YOSHIMURA 100,000 100,000 100,000 0%
TERUKO YAMADA 100,000 100,000 100,000 0%
HARUNA SUE 100,000 100,000 100,000 0%
SHIGEKO TANAKA 100,000 100,000 100,000 0%
HIDETOSHI FURUYA 100,000 100,000 100,000 0%
MISAKO OMURA 100,000 100,000 100,000 0%
MIEKO KAWABATA 100,000 100,000 100,000 0%
TOSHIKO OTSUKA 100,000 100,000 100,000 0%
KAORI MURAKAMI 100,000 100,000 100,000 0%
KENZO HARADA 100,000 100,000 100,000 0%
EYOKO MATSUDA 100,000 100,000 100,000 0%
TOMOKO MANABE 100,000 100,000 100,000 0%
JITSUMI FUJINO 100,000 100,000 100,000 0%
YOSHIO MURANAKA 100,000 100,000 100,000 0%
REIKO YAMADA 100,000 100,000 100,000 0%
WATARU MATSURA 100,000 100,000 100,000 0%
MAKIKO TAGO 100,000 100,000 100,000 0%
YURIKO AOKI 100,000 100,000 100,000 0%
YASUKO SHIMAMURA 100,000 100,000 100,000 0%
MITSUYO KIHARA 100,000 100,000 100,000 0%
MATSUE KIMURA 80,000 80,000 80,000 0%
SHIGEKO NISHIKAWA 80,000 80,000 80,000 0%
KOZUE WAKAMATSU 80,000 80,000 80,000 0%
FUMIE GO 80,000 80,000 80,000 0%
YUMIKO OTSUKA 80,000 80,000 80,000 0%
KAZUKO ARIMOTO 60,000 60,000 60,000 0%
SUEKO KOGA 60,000 60,000 60,000 0%
KUMIKO HARADA 60,000 60,000 60,000 0%
MIEKO IKEDA 60,000 60,000 60,000 0%
ATSUKO SAITO 60,000 60,000 60,000 0%
KYOKO SUZUKI 60,000 60,000 60,000 0%
MICHIKO TANAKA 60,000 60,000 60,000 0%
ISAO KATO 60,000 60,000 60,000 0%
SHOKO UEMURA 60,000 60,000 60,000 0%
HIROKO FURUTANI 60,000 60,000 60,000 0%
MASAKATSU SUZUKI 60,000 60,000 60,000 0%
KUNIHIKO SATO 60,000 60,000 60,000 0%
MASAKO SHIOZAKI 60,000 60,000 60,000 0%
JUNKO MORI 60,000 60,000 60,000 0%
YOSHIHIRO ONO 60,000 60,000 60,000 0%
MISAKO OZAKI 60,000 60,000 60,000 0%
YUKI IWASHITA 60,000 60,000 60,000 0%
HIDEKO IGAKI 60,000 60,000 60,000 0%
MICHIKO TAKAHASHI 60,000 60,000 60,000 0%
MICHIKO KYO 60,000 60,000 60,000 0%
KAZUYUKI MATSUO 50,000 50,000 50,000 0%
ETSUKO AKUTAGAWA 40,000 40,000 40,000 0%
NOZOMI KOBAYASHI 40,000 40,000 40,000 0%
MINEKO NISHIGAKI 40,000 40,000 40,000 0%
KEIKO HAMAHATA 40,000 40,000 40,000 0%
KIMIKO ARAHORI 40,000 40,000 40,000 0%
TAIKI IWASA 40,000 40,000 40,000 0%
ETSUKO SASAKI 40,000 40,000 40,000 0%
MIEKO TANIKAWA 40,000 40,000 40,000 0%
KEIKO SUZUKI 40,000 40,000 40,000 0%
YOSHIKO NAKASHIMA 40,000 40,000 40,000 0%
NAOMI YOSHIMURA 40,000 40,000 40,000 0%
ICHIKO TSUTSUMI 40,000 40,000 40,000 0%
HISAO KIHARA 40,000 40,000 40,000 0%
KATSUKO SASAKI 40,000 40,000 40,000 0%
YOSHIKATSU YANAGIBASHI 40,000 40,000 40,000 0%
YOSHIO ANRAKU 40,000 40,000 40,000 0%
CHIYOKO OMOTO 40,000 40,000 40,000 0%
KUMIKO ARAKI 40,000 40,000 40,000 0%
ETSUKO SAITO 40,000 40,000 40,000 0%
YOEKO NITTA 40,000 40,000 40,000 0%
HARUE SHIMAZU 40,000 40,000 40,000 0%
SACHIE YAMAMOTO 40,000 40,000 40,000 0%
SHUEI NAN 40,000 40,000 40,000 0%
SHIZUE SAKAI 40,000 40,000 40,000 0%
MASAAKI SUZUKI 40,000 40,000 40,000 0%
CHIYOKO KOZONO 40,000 40,000 40,000 0%
HATSUE NAKAOKA 40,000 40,000 40,000 0%
SACHIKO KYUSHIMA 40,000 40,000 40,000 0%
CHIEKO TAKEUCHI 40,000 40,000 40,000 0%
HIROMI MORIWAKI 40,000 40,000 40,000 0%
SEIICHI OSUGA 40,000 40,000 40,000 0%
TAIJI MORIYA 40,000 40,000 40,000 0%
MASAKO OYAMA 40,000 40,000 40,000 0%
KYOKO HARA 40,000 40,000 40,000 0%
YASUKO NOMA 40,000 40,000 40,000 0%
TOSHIKO ARAKI 40,000 40,000 40,000 0%
YASUHIRO TOMOI 40,000 40,000 40,000 0%
HIROKO ONOYAMA 30,000 30,000 30,000 0%
IKUKO SEO 30,000 30,000 30,000 0%
RITSUO NAKACHI 20,000 20,000 20,000 0%
YOSHIHARU NAKAMA 20,000 20,000 20,000 0%
MIYOKO MACHIDA 20,000 20,000 20,000 0%
AKIHIRO SUEYOSHI 20,000 20,000 20,000 0%
KAZUKO NAMIKI 20,000 20,000 20,000 0%
CHOJUN FUKUHARA 20,000 20,000 20,000 0%
TSURUKO ARAKAKI 20,000 20,000 20,000 0%
TOKIKO NAKANISHI 20,000 20,000 20,000 0%
YASUHIRO NISHINO 20,000 20,000 20,000 0%
HIROKO TANAKA 20,000 20,000 20,000 0%
AKIKO ASHIDA 20,000 20,000 20,000 0%
JUNKO MIYAGI 20,000 20,000 20,000 0%
KIKUKO MURAMATSU 20,000 20,000 20,000 0%
AKEMI NAGAI 20,000 20,000 20,000 0%
KICHIKO USUI 20,000 20,000 20,000 0%
SADAKO OKADA 20,000 20,000 20,000 0%
SAWAKO UOMOTO 20,000 20,000 20,000 0%
FUMIE HASHIMOTO 20,000 20,000 20,000 0%
YUKIE HASHIMOTO 20,000 20,000 20,000 0%
AKIKO MINORI 20,000 20,000 20,000 0%
TSUYAKO MAEDA 20,000 20,000 20,000 0%
KYOKO SAKITANI 20,000 20,000 20,000 0%
TOMIKO KIKUCHI 20,000 20,000 20,000 0%
HIDEYO HOJO 20,000 20,000 20,000 0%
ATUO SATO 20,000 20,000 20,000 0%
HIROSHI KIHARA 20,000 20,000 20,000 0%
SADAKO TANAKA 20,000 20,000 20,000 0%
MISUKO YAMAZAKI 20,000 20,000 20,000 0%
ATSUKO KONDO 20,000 20,000 20,000 0%
MAYUMI TSUEMUNE 20,000 20,000 20,000 0%
MICHIKO YOSHIOKA 20,000 20,000 20,000 0%
NORIYOSHI IWASA 20,000 20,000 20,000 0%
MASAKI UEWADA 20,000 20,000 20,000 0%
KOJI KOBAYASHI 20,000 20,000 20,000 0%
KYOKO HISANAGA 20,000 20,000 20,000 0%
MIKI KUBO 20,000 20,000 20,000 0%
KEIKO TAKESAKO 20,000 20,000 20,000 0%
SAKIKO OBUCHI 20,000 20,000 20,000 0%
HIDEKO OTA 20,000 20,000 20,000 0%
ITSUE YAMAOKA 20,000 20,000 20,000 0%
ATSUKO SAKUMA 20,000 20,000 20,000 0%
ATSUSHI TERUI 20,000 20,000 20,000 0%
HIROSHI TERUI 20,000 20,000 20,000 0%
JOJI HIGASHIDA 20,000 20,000 20,000 0%
CHIEKO KAWASAKI 20,000 20,000 20,000 0%
SHINJI KAWASAKI 20,000 20,000 20,000 0%
CHIHIRO KAGAWA 20,000 20,000 20,000 0%
REIKO AOYAMA 20,000 20,000 20,000 0%
YUKO KOIZUMI 20,000 20,000 20,000 0%
NAOKO SUZUKI 20,000 20,000 20,000 0%
KIYOMI SUZUKI 20,000 20,000 20,000 0%
KIMIYO ISHIKAWA 20,000 20,000 20,000 0%
RITSUKO YAMAMOTO 20,000 20,000 20,000 0%
KAORI YOSHII 20,000 20,000 20,000 0%
YUMI SUE 20,000 20,000 20,000 0%
YOSHIHARU KUBO 20,000 20,000 20,000 0%
NAOE NAKAGAWA 20,000 20,000 20,000 0%
TERUKO UCHINO 20,000 20,000 20,000 0%
MITSUKO YAMASAKI 20,000 20,000 20,000 0%
AYAKO ABE 20,000 20,000 20,000 0%
KAZUHIRO FUSE 20,000 20,000 20,000 0%
CHIYOKO ASANO 20,000 20,000 20,000 0%
KAZUE MATSUDA 20,000 20,000 20,000 0%
HISAKO HATAE 20,000 20,000 20,000 0%
TOMIKO SASAHARA 20,000 20,000 20,000 0%
KENICHI NAKANO 20,000 20,000 20,000 0%
HIDEKO NISHINO 20,000 20,000 20,000 0%
NAHOMI ITO 20,000 20,000 20,000 0%
SUMIKO YAMAURA 20,000 20,000 20,000 0%
KOJI YAMAURA 20,000 20,000 20,000 0%
FUMIKO KANEKO 20,000 20,000 20,000 0%
YURIKO SAKATA 20,000 20,000 20,000 0%
CHIKAKO MITO 20,000 20,000 20,000 0%
KAZUKO ISHIDA 20,000 20,000 20,000 0%
TAKAO SUZUKI 20,000 20,000 20,000 0%
TOMOKO NOGARI 20,000 20,000 20,000 0%
CHIEKO WATANABE 20,000 20,000 20,000 0%
SHIGEKAZU ONISHI 20,000 20,000 20,000 0%
TAKAHIRO GO 20,000 20,000 20,000 0%
SHUJI GO 20,000 20,000 20,000 0%
AYAKO OTAKE 20,000 20,000 20,000 0%
YOKO UYAMA 20,000 20,000 20,000 0%
TOYOHITO HIGUCHI 20,000 20,000 20,000 0%
AYAKO TAKAYAMA 20,000 20,000 20,000 0%
HATSUE MIYAZAKI 20,000 20,000 20,000 0%
AKIRA MORITA 20,000 20,000 20,000 0%
MICHIKO WATANABE 20,000 20,000 20,000 0%
AKIRA ITO 20,000 20,000 20,000 0%
TOYOKO IJICHI 20,000 20,000 20,000 0%
MEGUMI MURAI 20,000 20,000 20,000 0%
MIKI SUZUKI 20,000 20,000 20,000 0%
TAKEHIRO IKENISHI 20,000 20,000 20,000 0%
KAYOKO TATEUCHI 20,000 20,000 20,000 0%
KEIKO HIGASHIDA 20,000 20,000 20,000 0%
TATSUE YUKUZANE 20,000 20,000 20,000 0%
NORIKO HARI 20,000 20,000 20,000 0%
KUNIYO OYOBE 20,000 20,000 20,000 0%
KEIKO SUZUKI 20,000 20,000 20,000 0%
YUKIKO YOSHIHARA 20,000 20,000 20,000 0%
ERI ARAKI 20,000 20,000 20,000 0%
TATSUMI SHIOYA 20,000 20,000 20,000 0%
HAJIME SHIBUYA 20,000 20,000 20,000 0%
JUNKO ABURA 20,000 20,000 20,000 0%
CHIZURU SANUI 20,000 20,000 20,000 0%
KEIKO TANAKA 20,000 20,000 20,000 0%
SUMIKO FUJII 20,000 20,000 20,000 0%
YUKO ISHIKAWA 20,000 20,000 20,000 0%
MICHIKO AKIYAMA 20,000 20,000 20,000 0%
ISAO YAMASHITA 20,000 20,000 20,000 0%
KENTARO TAKEUCHI 20,000 20,000 20,000 0%
MEIKO YONAHA 20,000 20,000 20,000 0%
TOSHINO ORIMOTO 20,000 20,000 20,000 0%
TOMOKO TAKEZAWA 20,000 20,000 20,000 0%
YOSHITAKA TERAO 20,000 20,000 20,000 0%
TAKESHI INOUE 20,000 20,000 20,000 0%
MIYOKO INOUE 20,000 20,000 20,000 0%
MASARU KAISHIMA 20,000 20,000 20,000 0%
TOSHIKO MATSUISHI 20,000 20,000 20,000 0%
SAYOKO OSUGA 20,000 20,000 20,000 0%
TAEKO SHIBUYA 20,000 20,000 20,000 0%
MICHIAKI GOTO 20,000 20,000 20,000 0%
NORIKO YAMAUCHI 20,000 20,000 20,000 0%
SATOSHI MORITA 20,000 20,000 20,000 0%
HIROSHI NISHI 20,000 20,000 20,000 0%
SHINJI MORISHIMA 20,000 20,000 20,000 0%
HIROMU SHIMOOKA 20,000 20,000 20,000 0%
SACHIKO YOSHIMOTO 20,000 20,000 20,000 0%
TAKAKO KISHI 20,000 20,000 20,000 0%
MASAKO SATO 20,000 20,000 20,000 0%
ERI TANABE 20,000 20,000 20,000 0%
EISHO NAKAMURA 20,000 20,000 20,000 0%
SHIRO SUNAHARA 20,000 20,000 20,000 0%
TAEKO HAGIO 20,000 20,000 20,000 0%
IKUKO SAKODA 20,000 20,000 20,000 0%
NORIKO SAKAKIBARA 20,000 20,000 20,000 0%
KENKO I 20,000 20,000 20,000 0%
MITSURU KAMIHIRA 20,000 20,000 20,000 0%
KUNIE KOBAYASHI 20,000 20,000 20,000 0%
MICHIKO KITADA 20,000 20,000 20,000 0%
KUNIHIKO SAKODA 20,000 20,000 20,000 0%
JUNKO KOBAYASHI 20,000 20,000 20,000 0%
SETSUKO MURANAKA 20,000 20,000 20,000 0%
YUMIKO SHIMAMURA 20,000 20,000 20,000 0%
KAZUKO TAKEUCHI 20,000 20,000 20,000 0%
TAEKO SAKAMOTO 20,000 20,000 20,000 0%
YUMI YASHIKI 20,000 20,000 20,000 0%
MEGUMI KODAMA 20,000 20,000 20,000 0%
TSUTOMU MATSUDA 20,000 20,000 20,000 0%
JUN MATSUDA 20,000 20,000 20,000 0%
KYOHEI TAKESHITA 20,000 20,000 20,000 0%
KATSUKO TAJIMA 20,000 20,000 20,000 0%
MAKIKO OGAWA 20,000 20,000 20,000 0%
ATSUNOBU USHIROGATA 20,000 20,000 20,000 0%
KOJI KIMURA 20,000 20,000 20,000 0%
SATOMI INOUE 20,000 20,000 20,000 0%
YOSHIKO SATO 20,000 20,000 20,000 0%
KAZUKO YOSHIOKA 20,000 20,000 20,000 0%
KAZUKO YOSHIMURA 20,000 20,000 20,000 0%
YU UCHIDA 20,000 20,000 20,000 0%
MOTOKO MURATA 20,000 20,000 20,000 0%
KIMIKO ISHIGAKI 20,000 20,000 20,000 0%
YAEKO TAKEDA 10,000 10,000 10,000 0%
KAKUKO HASEGAWA 10,000 10,000 10,000 0%
DAI HISAOKA 10,000 10,000 10,000 0%
FUKIKO NAKAYAMA 10,000 10,000 10,000 0%
EIKO IWATAKI 10,000 10,000 10,000 0%
YOSHIKO SAKAI 10,000 10,000 10,000 0%
EMIKO OKI 10,000 10,000 10,000 0%
KUNIKO KUBOTA 10,000 10,000 10,000 0%
KIMIKO TAKAO 10,000 10,000 10,000 0%
KOJI SHIMAMURA 10,000 10,000 10,000 0%
KAZUYUKI SHIMAMURA 10,000 10,000 10,000 0%
MASAHIRO SHIMAMURA 10,000 10,000 10,000 0%
KAZUE KITAJIMA 10,000 10,000 10,000 0%
HIROKO NAKAMURA 10,000 10,000 10,000 0%
MIYUKI TAKAHASHI 10,000 10,000 10,000 0%
TADASHI TOMONARI 10,000 10,000 10,000 0%
TAEKO SAKAMOTO 30,000 30,000 30,000 0%
YUMIKO SHIMAMURA 10,000 10,000 10,000 0%
MITSUYO SHIRAI 10,000 10,000 10,000 0%
YOSHIAKI KUNO 360,000 360,000 360,000 0%
SHIGEKO TAKISHITA 120,000 120,000 120,000 0%
YUSUKE YAMAMOTO 20,000 20,000 20,000 0%
ETSUKO KUNO 20,000 20,000 20,000 0%
YOSHIE KUNO 20,000 20,000 20,000 0%
HARUKO GOTO 20,000 20,000 20,000 0%
KOICHI MURATA 40,000 40,000 40,000 0%
YOSHIHIRO KAGATA 40,000 40,000 40,000 0%
YURI NISHIMURA 20,000 20,000 20,000 0%
TERUKO ISHIHARA 20,000 20,000 20,000 0%
KUMIKO MATSUMOTO 1,600,000 1,600,000 1,600,000 0%
RYOKO SHIWA 120,000 120,000 120,000 0%
KEIKO MATSUKAWA 160,000 160,000 160,000 0%
HIROKO SUDA 100,000 100,000 100,000 0%
TOKICHI AOKI 100,000 100,000 100,000 0%

 

 

* Mr. Abe is an officer and director of the Company.

 

- 20-

 

 


Table of Contents

 

PLAN OF DISTRIBUTION

 

The Company has 40,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 4,000,000 shares of its common stock for sale at the price of $1.00 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, Hajime Abe 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”).

 

Generally speaking, 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. Hajime Abe is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Hajime Abe 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. Hajime Abe is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Hajime Abe will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Hajime Abe 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).

 

The Company will receive all proceeds from the sale of the 4,000,000 shares being offered on behalf of the company itself. The price per share is fixed at $1.00 for the duration of this offering. The proceeds from the remaining 40,000,000 shares held by shareholders, if sold, will not go to the company, but will go to the shareholder’s directly. 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 Over-the Counter 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. However, sales by the Company must be made at the fixed price of $1.00 until a market develops for the stock. 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 $1.00 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.

 

In addition and without limiting the foregoing, the Company 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.

 

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $10,000.

 

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

 

- Execute and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

 

All checks for subscriptions must be made payable to “TOA HOLDINGS, INC.”. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

 

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

 

-21 -

 

 


Table of Contents

 

 

DESCRIPTION OF SECURITIES

 

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing and taking into account the Share Transactions, we have 40,000,000 shares of Common Stock and 1,000,000 of Preferred Stock issued and outstanding.

 

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

 

Preferred Stock

Shares of Preferred Stock may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by our Board of Directors (“Board of Directors”) prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of the directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. Currently, our Series A preferred stock entitles the holder thereof to 100 votes on all matters upon which the holders of the common stock of the Company are entitled to vote. Series A Preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions.

 

Options and Warrants

None.

 

Convertible Notes

 

None.

 

Dividend Policy

 

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Transfer Agent

 

Our stock transfer agent is Mountain Share Transfer. Their mailing address is Mountain Share Transfer, Inc. P.O. Box 191767 Atlanta, Ga. 31119. They can be reached by phone at (303)-460-1149

 

Penny Stock Regulation

 

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

 

 

 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

The validity of the shares of common stock offered hereby will be passed upon for us by William Haseltine Esq. of 1629 K St., NW, Suite 300 Washington, DC 20006, is acting as counsel to the underwriters.

 

The financial statements included in this prospectus and the registration statement have been audited by Messineo & Co, CPAs LLC., certified public accountants, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

 

REPORTS TO SECURITIES HOLDERS

 

We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

DESCRIPTION OF FACILITIES

 

Our principal executive offices are located at C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa-ku Osaka 533-0031, Japan.

 

The office space is currently being provided to the Company rent-free by Hajime Abe. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.

 

 

SHELL COMPANY STATUS

 

Rule 405 of the Securities Act defines the term “shell company” as a registrant, other than an asset-backed issuer, that has:

 

(1)  No or nominal operations; and

(2)  Either:

(i)    No or nominal assets;

(ii)   Assets consisting solely of cash and cash equivalents; or

(iii)  Assets consisting of any amount of cash and cash equivalents and nominal other assets.

 

For purposes of this definition, the determination of a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant’s balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.  The Company has no or nominal operations and has assets consisting solely of cash and cash equivalents and is, therefore, a shell company as defined under Rule 405.

 

-The Company’s shell company status results in the following consequences:

 

-The Company is ineligible to file a registration of securities using Form S-8; and

 

-Rule 144 is unavailable for transfers of our securities until we have ceased to be a shell company, are subject to the reporting requirements of the Exchange Act; we have filed Exchange Reports for 12 months and a minimum of one year has elapsed since the filing of Form 10 information on Form 8-K changing our status from a shell company to a non-shell company.

 

 

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LEGAL PROCEEDINGS

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

 

PATENTS AND TRADEMARKS

 

We do not own, either legally or beneficially, any patents or trademarks.

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of the Company and Toa-Shoko following the consummation of the Stock Purchase Agreement are provided below:

 

NAME   AGE     POSITION
Hajime Abe     61       President, Chief Executive Officer, and Director
               

 

Hajime Abe

 

Mr. Hajime Abe began his career in 1969 as an employee of Nissan Motor Company as a car salesman. Following this, in 1974, he incorporated Abe Motor Sales Co., Ltd., a Japan Corporation. A decade later in 1989, he incorporated Koa Commerce Co., Ltd. a Japan Corporation and in 1993 incorporated another Japanese company known as World Liberty Co., Ltd. More recently, in 2007 Mr. Abe incorporated the Japanese company IKL Holdings Co., Ltd. and in 2010 was appointed as President and Director of Oidon Co., Ltd, a Wyoming Corporation that he recently resigned from July of 2012. On January 28, 2013, he was appointed as the Chairman of Dong A Sang Gong Co., Ltd, a Korean Corporation ("Dong A Sang Gong "). On January 28, 2013, he incorporated Toa-Shoko Japan, a Japan corporation.

 

 

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table:

 

Name and principal position

(a)

Year ended September 30

(b)

 

Salary ($)

(c)

   

Bonus ($)

(d)

   

Stock Awards ($)

(e)

   

Option Awards ($)

(f)

   

Non-Equity Incentive Plan Compensation ($)

(g)

   

Nonqualified Deferred Compensation Earnings ($)

(h)

   

All Other Compensation ($)

(i)

   

Total ($)

(j)

 

Jeffrey DeNunzio

Former President,CEO of the Company

2013(1)     -       -       -       -       -       -       -     $ 2,000  
  2012     -       -       2,000       -       -       -       -     $ -  
                                                                   

Hajime Abe,

President

2013(1)     -       -       2,100
(2)
      -       -       -       -     $ 2,100-  

 

 

(1) On January 18, 2013, Mr. DeNunzio, as the Company’s then sole Director, appointed Hajime Abe as Director of the Company. Immediately thereafter, Mr. DeNunzio resigned as an officer and Director of the Company and appointed Mr. Abe as the President, Chief Executive Officer, Secretary and Treasurer of the Company.

(2) On April 22, 2013, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 and 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

 

Compensation of Directors

The table below summarizes all compensation of our directors as of November 12, 2013.

DIRECTOR COMPENSATION  
Name  

Fees Earned

or

Paid in

Cash

($)

   

Stock

Awards

($)

   

Option

Awards

($)(2)

   

Non-Equity

Incentive

Plan

Compensation

($)

   

Non-Qualified

Deferred

Compensation

Earnings

($)

   

All

Other

Compensation

($)

   

Total

($)

 
Hajime Abe (1)     -       2,100
(2)
      -       -       -       -       2,100  
                                                         

 

(1) On January 18, 2013, Mr. DeNunzio, as the Company’s then sole Director, appointed Hajime Abe as Director of the Company. Immediately thereafter, Mr. DeNunzio resigned as an officer and Director of the Company and appointed Mr. Abe as the President, Chief Executive Officer, Secretary and Treasurer of the Company.

 

(2) On April 22, 2012, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 and 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

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Summary of Compensation

 

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

 

Employment Agreements

We do not have an employment or consulting agreement with any officers or Directors.

 

Compensation Discussion and Analysis

Director Compensation

 

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Executive Compensation Philosophy

 

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

 

Incentive Bonus

 

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 

Long-term, Stock Based Compensation

 

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

 

 

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Corporate governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.

 

Committees of the Board

 

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 

Involvement in Certain Legal Proceedings

 

Our Directors and our executive officers have not been involved in any of the following events during the past ten years:

 

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Independence of Directors

 

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

 

Code of Ethics

 

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

 

Shareholder Proposals

 

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

 

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

As of November 12, 2013, the Company has 40,000.000 shares of common stock and 1,000,000 shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.

 

Name and Address of Beneficial Owner Shares of Common Stock Beneficially Owned Common Stock Voting Percentage Beneficially Owned Voting Shares of Preferred Stock Preferred Stock Voting Percentage Beneficially Owned Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors          
Hajime Abe 8,720,000 22.2% 1,000,000 100.0% 77.7%

5% Shareholders

None

         
           
           
           

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On January 18, 2013, Hajime Abe entered into a Share Purchase Agreement (the “Agreement”) with Jeffrey DeNunzio. Pursuant to the Agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock, which represents all of our issued and outstanding shares in consideration of $34,900.

 

On April 22, 2013, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 to Hajime Abe as director’s compensation..

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

 

Certain Relationships and Related Transactions Related to Toa-Shoko

 

On January 28, 2013, Toa-Shoko was incorporated under Japanese Companies Act with a purpose to conduct trading business. Mr. Hajime Abe was appointed as Director and President of Toa-Shoko.

 

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe agreed to transfer to TOA Holdings, Inc., 1,000,000 shares of Toa-Shoko’s common stock that represents all of Toa-Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. gained a 100% interest in the issued and outstanding shares of Toa-Shoko’s common stock. Upon closing TOA Holdings, Inc. became the controlling shareholder of the Company (Toa-Shoko).

 

Review, Approval and Ratification of Related Party Transactions

 

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

 

Corporate Governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

 

 

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MATERIAL CHANGES

 

None

 

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

 

Section 145 of the Delaware General Corporation Law (the “Delaware Law”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, (including reimbursement for expenses incurred) arising under the Securities Act of 1933. Article VIII of the Certificate of Incorporation of TOA Holdings, Inc. (“we”, “us” or “our company”) provides for indemnification of officers, directors and other employees of TOA Holdings, Inc. to the fullest extent permitted by Delaware Law. Article VII of the Certificate of Incorporation provides that directors shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of a director’s duty of loyalty to our company or our stockholders, (ii) acts and omissions that are not in good faith or that involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware Law, or (iv) for any transaction from which the director derived any improper benefit.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been information that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

Delaware Corporation Law and our Certificate of Incorporation, allow us to indemnify our officers and Directors from certain liabilities and our Bylaws, as amended (“Bylaws”), state that we shall indemnify every (i) present or former Director, advisory Director or officer of us and (ii) any person who while serving in any of the capacities referred to in clause (i) served at our request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise. (each an “Indemnitee”).

 

Our Bylaws provide that the Corporation shall 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, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which 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, that he had reasonable cause to believe that his conduct was unlawful.

 

Except as provided above, our Certificate of Incorporation provides that a Director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DELAWARE CORPORATION LAW or (iv) for any transaction from which the director derived an improper personal benefit. If the DELAWARE CORPORATION LAW hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DELAWARE CORPORATION LAW. Neither any amendment to or repeal of this Article 7, nor the adoption of any provision hereof inconsistent with this Article 7, shall adversely affect any right or protection of any director of the Corporation existing at the time of, or increase the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to or at the time of such amendment.

 

Neither our Bylaws, nor our Certificate of Incorporation include any specific indemnification provisions for our officer or Directors against liability under the Securities Act of 1933, as amended. Additionally, insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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.

 

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RECENT SALES OF UNREGISTERED SECURITIES

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe agreed to transfer to TOA Holdings, Inc., 1,000,000 shares of Toa-Shoko’s common stock that represents all of Toa-Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. gained a 100% interest in the issued and outstanding shares of Toa-Shoko’s common stock. Upon closing TOA Holdings, Inc. became the controlling shareholder of the Company (Toa-Shoko).

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with 341 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 31,620,000 shares of common stock of the Company to these individuals.

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

 

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FINANCIAL STATEMENTS

TOA SHOKO JAPAN CO., LTD.

(A Development Stage Entity)

 

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

  Pages
   
Report of Independent Registered Public Accounting Firm as of March 31, 2013 and for the period from January 28, 2013 (inception) to March 31, 2013. 30A
   
Balance Sheet at March 31, 2013 (audited) 30B
   
Statements of Operations for the period ending March 31, 2013 and January 28, 2013 (inception) to March 31, 2013 (audited) 30C
   
Statements of Changes in Stockholders’ Equity for the period ending March 31, 2013 and January 28, 2013 (inception) to March 31, 2013 (audited)

30D

 

 

   
Statements of Cash Flows for the period ending March 31, 2013 and January 28, 2013 (inception) to March 31, 2013 (audited) 30E
   
Notes to Audited Financial Statements 30F
   
   
Balance Sheet at June 30, 2013 (unaudited) and March 31, 2013 (audited) 31A
   
Statements of Operations for the three months ending June 30, 2012, the three months ending June 30, 2013 and January 28, 2013 (inception) to June 30, 2013 (all unaudited) 30B
   
Statements of Changes in Stockholders’ Equity for the period from January 28, 2013 (inception) to March 31, 2013 (audited) and ending June 30, 2013 and April 1, 2013 to June 30, 2013 to June 31, 2013 (unaudited) 30C
   
Statements of Cash Flows for the three months ending June 31, 2013 and period from January 28, 2013 (inception) to June 31, 2013 (unaudited) 31D
   
Notes to Unaudited Financial Statements 31E

 

 

 


 

 

 

Messineo & Co, CPAs LLC

2451 N McMullen Booth Rd - Ste. 309

Clearwater, FL 33759-1362

T: (727) 421-6268

F: (727) 674-0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of:

TOA Shoko Japan Co., Ltd.

 

We have audited the accompanying balance sheet of TOA Shoko Japan Co., Ltd. as of March 31, 2013 and the related statements of operations, stockholders' equity and cash flows for the year then ended and for the period from January 28, 2013 (inception) to 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 audits.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 TOA Shoko Japan Co., Ltd. as of March 31, 2013, and the results of its operations and its cash flows for the year then ended, and for the period from January 28, 2013 (inception) to March 31, 2013, 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 3 to the financial statements, the Company had a comprehensive net loss, negative cash flow from operating activities, and is still in the development stage. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Messineo & Co. CPAs, LLC

Clearwater, Florida

June 12, 2013

  

-30A- 

 


Table of Contents

 

 

 

  

TOA SHOKO JAPAN CO., LTD.
(A Development Stage Company)
BALANCE SHEET
       
      As of
      March 31, 2013
       
ASSETS    
Current Assets    
  Cash and cash equivalents $ 10,617
       
TOTAL CURRENT ASSETS $ 10,617
       
TOTAL ASSETS $ 10,617
 

 

COMMITMENTS AND CONTINGENCIES (Note 7)

   
LIABILITIES    
Current Liabilities    
  Taxes payable $ 123
       
TOTAL CURRENT LIABILITIES $ 123
       
TOTAL LIABILITIES $ 123
       
Stockholders’ Equity (Deficit)    
  Common stock (No par value , 10,000,000 shares authorized,    
  1,000,000 shares issued and outstanding    
  as of March 31, 2013) $ 11,008
Deficit accumulated during the development stage   (124)
Accumulated other comprehensive income:    
  Foreign currency translation adjustment   (390)
       
       
TOTAL SHAREHOLDER EQUITY $ 10,494
       
TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 10,617
       
     

 

The accompanying notes are an integral part of these financial statements 

 

-30B-


Table of Contents

 

 

TOA SHOKO JAPAN CO., LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
 
      Period from
      January 28, 2013
      (inception)
      through
      March 31, 2013
       
Revenues $ -
Cost of revenues   -
       
Gross profit   -
       
General and Administrative Expenses $ -
       
Total Expenses   -
       
NET INCOME (LOSS) BEFORE TAXES $ -
       
Income Tax Expenses $ 124
       
NET INCOME (LOSS) $ (124)
       
OTHER COMHREHENSIVE INCOME (LOSS)    
  Foreign currency translation adjustment $ (390)
       
TOTAL COMPREHENSIVE INCOME (LOSS) $ (514)
       
       
WEIGHTED AVERAGE SHARES OUTSTANDING   1,000,000
       
NET INCOME(LOSS) PER SHARE $ (0.00)
       
 

The accompanying notes are an integral part of these financial statements

 

 -30C-


Table of Contents

 

TOA SHOKO JAPAN CO., LTD.
(A Development Stage Entity)
STATEMENT OF SHAREHOLDER DEFICIT
 
                       
          ADDITIONAL   Other        
  COMMON STOCK   PAID IN   Comprehensive   EARNINGS    
  NUMBER   AMOUNT   CAPITAL    Income   (DEFICIT)   TOTALS
                       
Balance – January 28, 2013 - $ - $ -     $ - $ -
Sale of 1 million shares of common stock for cash to president at par value, January 28, 2013 1,000,000 $ 11,008 $ -     $ - $ 11,008
Net loss for the period January 28, 2013 through March 31, 2013               $ (124) $ (124)
Foreign currency translation adjustment           $ (390) $  - $  (390)
Balance – March 31, 2013 1,000,000 $ 11,008 $ - $ (390) $ (124) $ 10,494
                           
                           

 

The accompanying notes are an integral part of these financial statements

 

-30D-


Table of Contents

 

TOA SHOKO JAPAN CO., LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
 
      Period from
      January 28, 2013
      (Date of Inception)
      through
      March 31, 2013
       
CASH FLOWS FROM OPERATING ACTIVITIES    
  Net loss $ (124)
  Adjustments to reconcile net loss to net cash used in operations:    
  Increase in taxes payables   123
  Net cash (used in) operating activities $ (1)
       
CASH FLOWS FROM FINANCING ACTIVITIES    
  Proceeds from equity issuances $ 11,008
  Net cash provided by financing activities $ 11,008
       
Net increase (decrease) in cash and cash equivalents $ 11,007
  Effect of foreign exchange translation   (390)
       
Cash and cash equivalents    
  Beginning of period   -
  End of period   10,617
       
SUPPLEMENTAL CASH FLOW INFORMATION    
Cash paid for interest   -
Cash paid for taxes   -
       

 

 

The accompanying notes are an integral part of these financial statements.

 

-30E-


Table of Contents

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

TOA Shoko Japan Co., Ltd. (the “Company”), a development stage company, was incorporated under the laws of Japan on January 28, 2013, with an objective to conduct wholesale business.

 

The Company is currently headquartered in Osaka, Japan.

 

As of March 31, 2013, the Company conducts a trading business and a marketing consulting business in Japan and other Asian countries. The Company’s core business consists of supply of materials and equipment for constructing projects in Bangladesh.

 

Development stage company.

The Company is a development stage company as defined by section FASB ASC 915, Development Stage Entities.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.

 

Fiscal year end

The Company elected March 31st as its fiscal year ending date.

 

Note 2. Significant Accounting Policies

 

Basis of presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

CASH AND Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

COMPREHENSIVE INCOME OR LOSS

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

 

FOREIGN CURRENCIES TRANSLATION

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective year:

 

 

Period from

January 28, 2013

(Date of Inception)

through

March 31, 2013

Current JPY: US$1 exchange rate 94.16

 

Average JPY: US$1 exchange rate

93.71

 

 

FINANCIAL INSTRUMENTS

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also 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 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 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 

The carrying amounts of the Company's financial assets and liabilities, such as accrued expenses approximate its fair values because of the short maturity of this instrument. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2013, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from January 28, 2013 (inception) through end of fiscal year March 31, 2013.

 

Net loss per common share

The Company computes net loss in accordance with ASC 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2013.

 

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred a comprehensive loss of $514 and has no current revenue sources. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management's plan will be successful.

 

 

NOTE 4. Income taxes

The Company follows ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

For the year ended March 31, 2013, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2013, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. For the year ended March 31, 2011, the Company filed and cleared a 2013 tax return with the tax authority in the PRC.

 

Enterprise income tax in Japan is generally charged at 38.4% of a company’s assessable profit. The Company’s subsidiaries incorporated in Japan are subject to Japanese enterprises income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises.

 

The Company is governed by the Income Tax Law of Japan as well as Tokyo Local Income Tax Law (“the Income Tax Laws”). Under the Income Tax Laws, Corporations in Tokyo, Japan are generally subject to an income tax at an effective rate of 38.4% on income as reported in their statutory financial statements after appropriate tax adjustments unless the enterprise is located in specially designated regions of cities for which more favorable effective tax rates apply.

 

NOTE 5. STOCKHOLDER’S EQUITY

Common stock, no par value: 100,000,000 shares authorized; 1,000,000 shares issued and outstanding.

 

On January 28, 2013, the Board of Directors issued 1,000,000 shares of common stock to Hajime Abe who was the founding shareholder in exchange for cash of 1,000,000 JPY (11,008 USD).

 

NOTE 6. RELATED-PARTY TRANSACTIONS

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 2013.

 

NOTE 8. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

 

 

NOTE 9. SUBSEQUENT EVENTS

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of our common stock which represents all of our issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD).

Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of our common stock. TOA Holdings, Inc. is the controlling shareholder of the Company.

 

On June 2, 2013, we entered into Exclusive Supplier Agreement (the “Exclusive Supplier Agreement”) with BJK GLOVAL LTD., a Bangladesh Corporation whose address is Gulfeshan Plaza, Suite No-(M9Floor), 8 Shahid Sangbadik Selina Parvin, Road-Baro Mogbazar, Dhaka-1217, Bangladesh ("BJK") which controls and manages national construction projects, manufacturing projects and projects of development of infrastructure in Republic of Bangladesh (“Projects”).

 

 

-30F-


Table of Contents

 

TOA ShOKO JAPAN Co., LTD .

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

      As of   As of
      June 30, 2013   March 31,2013
      (unaudited)   (audited)
ASSETS        
Current Assets        
  Cash and cash equivalents $ 8,017 $ 10,617
           
TOTAL CURRENT ASSETS $ 8,017 $ 10,617
           
TOTAL ASSETS $ 8,017 $ 10,617
           
LIABILITIES AND SHAREHOLDER EQUITY        
Current Liabilities        
  Taxes payable $ 0 $ 123
           
TOTAL CURRENT LIABILITIES $ 0 $ 123
           
TOTAL LIABILITIES $ 0 $ 123
           
Stockholders’ Equity (Deficit)        
  Common stock ($.0001 par value, 10,000,000 shares authorized,      
  1,000,000  shares and 1,000,000 shares issued and outstanding       
  as of June 30, 2013 and March 31, 2013) $ 11,008 $ 11,008
Deficit accumulated during the development stage $ (2,266) $ (124)
  Accumulated other comprehensive income:        
  Foreign currency translation adjustment $  (725)    (390) 
         
TOTAL SHAREHOLDER EQUITY $ 8,017 $ 10,494
           
TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 8,017 $ 10,617

 

 

See Accompanying Notes to Condensed Financial Statements

 

-31A-

 


Table of Contents

 

TOA ShOKO JAPAN Co., LTD.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

              Period from
              January 28, 2013
      Three months Three months     (Date of Inception)
      Ended Ended     through
      June 30, 2012 June 30, 2013     June 30, 2013
               
Revenues $ - - $ $ -
Cost of revenues   - -     -
               
Gross profit   - -     -
               
General and Administrative Expenses            
  Professional fees $ - 2,110 $ $ 2,110
  Other expenses   - 32     32
               
Total Expenses $ - 2,142 $   2,142
               
NET INCOME (LOSS) BEFORE TAXES $ - (2,142) $ $ (2,142)
               
Income Tax Expenses $ - 0 $ $ 124
               
NET INCOME (LOSS) $   (2,142) $ $ (2,266)
               
OTHER COMPEHENSIVE INCOME            
  Foreign currency transactions $ - (335) $ $ (725)
               
TOTAL COMPREHENSIVE INCOME (LOSS) $ - (2,477) $ $ (2,991)
               
WEIGHTED AVERAGE SHARES OUTSTANDING    - 35,337,079     24,739,583
               
NET INCOME(LOSS) PER SHARE $ (0.00) (0.00) $ $ (0.00)
                 

 

 See Accompanying Notes to Unaudited Condensed Financial Statements

 

-31B-


Table of Contents

 

TOA ShOKO JAPAN Co., LTD.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

 

                  ADDITIONAL   OTHER        
  COMMON STOCK   PREFERRED STOCK   PAID IN   COMPREHENSIVE   EARNINGS    
  NUMBER   AMOUNT   NUMBER   AMOUNT   CAPITAL   INCOME   (DEFICIT)   TOTALS
                               
January 28, 2013 (Inception) -Shares issued in exchange for cash- 1,000,000 $ 11,008   - $ - $ - $ - $ - $ 11,008 
 Foreign currency translation adjustment -   -   -   -   -   (390)-       (390)
Net loss for the period from January 28, 2013 through March 31,2013                                    (124)         (124)
                               
Balance – March 31, 2013 (audited) 1,000,000 $ 11,008   - $ - $ - $ (390)- $ (124) $ 10,494
Net loss for the period
from April 1, 2013 to June 30, 2013 (unaudited)
                    -   (2,142)   (2,142)
Foreign currency translation adjustment                     (335)           (335)
                               
Balance – June 30, 2013 1,000,000 $ 11,008     $   $   $ (725) $ (2,266) $ 8,017

 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

-31C-


Table of Contents

 

  

TOA ShOKO JAPAN Co., LTD.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

          Period from
          January 28, 2013
      Three months   (Date of Inception)
      Ended   through
      June 30, 2013   June 30, 2013
           
CASH FLOWS FROM OPERATING ACTIVITIES        
  Net (loss) $ (2,142) $ (2,266)
  Changes in current assets and liabilities:        
  Account payables   (123)   -
           
  Net cash provided by (used in) operating activities $ (2,265) $ (2,266)
           
  CASH FLOWS FROM FINANCING ACTIVITIES         
  Proceeds from equity issuances       11,008
  Net cash provided by (used in) financing activities       11,008
           
  Effect of foreign Currency Translation Adjustment $ (335)   (725) 
           
Net Change in Cash and Cash equivalents $ (2,600) $ 8,017
Cash and cash equivalents - beginning of period   10,617   -
Cash and cash equivalents - end of period   8,017   8,017
           
NONCASH INVESTING AND FINANCING ACTIVITIES        
           
SUPPLEMENTAL INFORMATION        
Interest paid   -    
Income taxes paid   123-   123-

 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

  

-31D-


Table of Contents

TOA ShOKO JAPAN Co., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF June 30, 2013

(UNAUDITED)

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

 

TOA Shoko Japan Co., Ltd. (the “Company”), a development stage company, was incorporated under the laws of Japan on January 28, 2013, with an objective to conduct wholesale business.

The Company is currently headquartered in Osaka, Japan.

As of June 30, 2013, the Company conducts a trading business and a marketing consulting business in Japan and other Asian countries. The Company’s core business consists of providing a supply of materials and equipment for constructing projects in Bangladesh.

 

Development stage company.

The Company is a development stage company as defined by section FASB ASC 915, Development Stage Entities.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.

Fiscal year end

The Company elected March 31st as its fiscal year ending date.

 

Note 2 - Significant Accounting Policies

 

Basis of presentation

 

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from September 11, 2012 (Inception) through the end of its fiscal year September 30, 2012 and notes thereto contained in the Company's interim period report ending June 30, 2013.

 

Development stage company.

 

The Company is a development stage company as defined by ASC915. Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities.

 

Use of estimates.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

 

Cash AND CASH equivalents.

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents totaled $8,017 at June 30, 2013 and $10,617 at March 31, 2013.

 

Fair value of financial instruments.

 

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also 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 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 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.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

  

COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss is defined as the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

 

Income taxes.

 

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of June 30, 2013 or September 30, 2012.

 

FOREIGN CURRENCY TRANSLATION

 

The company follows ASC 830, Foreign Currency Matters. In accordance with ASC 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not USD are translated into USD, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective year:

 

 

Period from October 1, 2012

Through June 30, 2013

Current JPY: US$1 exchange rate 99.12

Historical JPY: US$1 exchange rate  

90.84
Average JPY: US$1 exchange rate  90.62

 

 

earnings per common share.

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013.

 

RELATED PARTY TRANSACTIONS

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ending June 30, 2013 and March 31, 2013 totaled $0 and $11,008, and was comprised of common shares sold for cash to founder.

 

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the three months ended June 30, 2013 was $0.

 

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 3—GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a development stage company and has no current revenue sources. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 4—STOCKHOLDER’S EQUITY

 

Common stock, no par value: 100,000,000 shares authorized; 1,000,000 shares issued and outstanding.

Common Stock

 

On January 28, 2013, the Board of Directors issued 1,000,000 shares of common stock to Hajime Abe who was the founding shareholder in exchange for cash of 1,000,000 JPY (11,008 USD).

NOTE 5—RELATED-PARTY TRANSACTIONS

 

Equity

On January 28, 2013, the Board of Directors issued 1,000,000 shares of common stock to Hajime Abe who was the founding shareholder in exchange for cash of 1,000,000 JPY (11,008 USD).

Other

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

NOTE 6SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the following events/transactions have occurred requiring adjustment or disclosure.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe agreed to transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). The closing of the share purchase transaction took place on July 6, 2013, in which TOA Holdings, Inc. gained a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. became and remains the controlling shareholder of the Company (TOA Shoko). A Super 8-K was filed following the transaction on July 9, 2013.

 

 

 

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Table of Contents

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

 

INDEX

FINANCIAL INFORMATION

 

      Pages
       
ITEM 1 FINANCIAL STATEMENTS   32A
Condensed Balance Sheets at September 30, 2012 and June 30, 2013 (unaudited)   32A
Condensed Statements of Operations for the Three and Nine Months ended June 30, 2013, and 2012 for the period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)   32B
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)   32C
Condensed Statements of Cash Flows for the Nine Months ended June 30, 2013, and 2012 and for the Period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)   32D
Notes to Condensed Unaudited Financial Statements   32E-G
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   32H
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   32H
ITEM 4 CONTROLS AND PROCEDURES.   32H
 
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS   32I
ITEM 1A RISK FACTORS   32I
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   32I
ITEM 3 DEFAULTS UPON SENIOR SECURITIES   32I
ITEM 4 MINE SAFETY DISCLOSURES   32I
ITEM 5 OTHER INFORMATION   32I
ITEM 6 EXHIBITS   32J
   

Table of Contents

PART I-FINANCIAL INFORMATION

 

ITEM 1 FINANCIAL STATEMENTS

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

      As of   As of
      June 30, 2013   September 30, 2012
      (unaudited)   (audited)
ASSETS        
Current Assets        
  Prepaid expenses $ - $ 2,500
           
TOTAL CURRENT ASSETS $ - $ 2,500
           
TOTAL ASSETS $ - $ 2,500
           
LIABILITIES AND SHAREHOLDER DEFICIT        
Current Liabilities        
  Accounts payable-Related party $ 4.747 $ 2,648
           
TOTAL CURRENT LIABILITIES $ 4,747 $ 2,648
           
TOTAL LIABILITIES $ 4,747 $ 2,648
           
Stockholders’ Equity (Deficit)        
  Common stock ($.0001 par value, 500,000,000 shares authorized,      
  40,000,000 shares and 20,000,000 shares issued and outstanding      
  as of June 30, 2013 and September 30, 2012) $ 4,000 $ 2,000
  Preferred stock ($.0001 par value, 20,000,000 shares authorized;        
  1,000,000 shares and none issued and outstanding        
  as of June 30, 2013 and September 30, 2012) $ 100 $ -
Deficit accumulated during the development stage $ (8.847) $ (2,148)
           
TOTAL SHAREHOLDER DEFICIT $ (4,747) $ (148)
           
TOTAL LIABILITIES AND SHAREHOLDER DEFICIT $ - $ 2,500

 

 

See Accompanying Notes to Condensed Financial Statements

 

-32A- 

 


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TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

                  Period from
                  September 11, 2012
      Three months Three months   Nine months Nine months   (Date of Inception)
      Ended Ended   Ended Ended   through
      June 30, 2012 June 30, 2013   June 30, 2012 June 30, 2013   June 30, 2013
                   
Revenues $ - - $ - - $ -
Cost of revenues   - -   - -   -
                   
Gross profit   - -   - -   -
                   
General and Administrative Expenses                
  Organization and related expenses $ - - $ - 2,500 $ 2,500
  Officer Compensation               2,000
  Director's compensation   - 2,100   - 2,100   2,100
  Other expenses   - 4,347   - 4,747   4,895
                   
Total Expenses $ - 6,447 $ - 9,347   11,495
                   
OTHER INCOME                
  Gains from write-off of account payables $ - - $ - 2,648 $ 2,648
                   
Total other income   - -   - 2,648   2,648
                   
NET INCOME (LOSS) BEFORE TAXES $ - (6,447) $ - (6,699) $ (8,847)
                   
Income Tax Expenses $ - - $ -      
                   
NET INCOME (LOSS) $   (6,447) $ - (6,699) $ (8,847)
                   
OTHER COMPEHENSIVE INCOME                
  Foreign currency translation adjustment $ -   $ -   $  
                   
TOTAL COMPREHENSIVE INCOME (LOSS) $ - (6,447) $ - (6,699) $ (8,847)
                   
WEIGHTED AVERAGE SHARES OUTSTANDING    - 35,337,079     25,093,284   24,739,583
                   
NET INCOME(LOSS) PER SHARE $ (0.00) (0.00) $ (0.00) (0.00) $ (0.00)
                     

 

 See Accompanying Notes to Unaudited Condensed Financial Statements

 

-32B-


Table of Contents

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

                  ADDITIONAL   OTHER        
  COMMON STOCK   PREFERRED STOCK   PAID IN   COMPREHENSIVE   EARNINGS    
  NUMBER   AMOUNT   NUMBER   AMOUNT   CAPITAL   INCOME   (DEFICIT)   TOTALS
                               
September 11, 2012 (Inception) -Shares issued for services rendered- 20,000,000 $ 2,000   - $ - $ - $ - $ - $ 2,000 
Net loss for the period from September 11, 2012
through September 30, 2012
                        (2,148)   (2,148)
Balance
– September 30, 2012 (audited)
20,000,000 $ 2,000   - $ - $ - $ - $ (2,148) $ (148)
Shares issued for director's compensation,
April 22, 2013
        1,000,000   100                        100
Shares issued for director's compensation,
April 22, 2013
20,000,000   2,000                       2,000 
Net loss for the period
from October 1, 2012
through June 30, 2013
                    -   (6,699)   (6,699)
                               
Balance – June 30, 2013 40,000,000 $ 4,000   1,000,000 $ 100 $ -     $ (8,847) $ (4,747)

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

-32C-

 


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TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

              Period from
              September 11, 2012
      Nine months   Nine months   (Date of Inception)
      Ended   Ended   through
      June 30, 2013   June 30, 2012   June 30, 2013
               
CASH FLOWS FROM OPERATING ACTIVITIES            
  Net income (loss) $ (6,699) $ - $ (8,847)
  Adjustments to reconcile net loss to net cash used in operating activities            
  Officer compensation           2,000
  Director compensation   2,100   -   2,100
  Prepaid expenses     2,500-   -   -
  Account payables-related party   2,099       4,747
               
  Net cash provided by (used in) operating activities $ - $   $ -
               
               
Net Change in Cash and Cash equivalents $ - $ - $ -
Cash and cash equivalents - beginning of period   -   -   -
Cash and cash equivalents - end of period   -   -   -
               
NONCASH INVESTING AND FINANCING ACTIVITIES            
               
SUPPLEMENTAL INFORMATION            
Interest paid   -   -    
Income taxes paid   -   -   -

 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

-32D-


Table of Contents

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF June 30, 2013

(UNAUDITED)

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

 

TOA Holdings Inc. which was previously known as Gold Bullion Acquisition, Inc. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on September 11, 2012, with an objective to acquire, or merge with, an operating business.

 

On January 18, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Gold Bullion Acquisition, Inc. (the “Registrant” or “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Hajime Abe, C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa- ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares in consideration of $34,900.

 

Following the closing of the share purchase transaction, Hajime Abe owns a 100% interest in the issued and outstanding shares of our common stock. Hajime Abe is the controlling shareholder of Gold Bullion Acquisition, Inc. Commensurate with the closing, Gold Bullion Acquisition filed with the Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to TOA Holdings, Inc.

 

On January 22, 2013, Mr. DeNunzio resigned as our President, Secretary, Treasurer and Director, such resignation is to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

 

On January 22, 2013, Mr. Hajime Abe was appointed as Director, President, Secretary and Treasurer, to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. is (will be) the controlling shareholder of the Company (TOA Shoko).

 

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with 341 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 31,620,000 shares of common stock of the Company to these individuals

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

-32E-


Table of Contents

 

 

Note 2 - Significant Accounting Policies

 

Basis of presentation

 

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from September 11, 2012 (Inception) through the end of its fiscal year September 30, 2012 and notes thereto contained in the Company's interim period report ending June 30, 2013.

 

Development stage company.

 

The Company is a development stage company as defined by ASC915. Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities.

 

Use of estimates.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Fiscal year end.

 

The Company elected September 30th as its fiscal year ending date.

 

Cash AND CASH equivalents.

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents totaled $0 at June 30, 2013 and September 30, 2012.

 

Fair value of financial instruments.

 

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also 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 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 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.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

-32F-


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COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss is defined as the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

 

Income taxes.

 

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of June 30, 2013 or September 30, 2012.

 

 

earnings per common share.

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013.

 

RELATED PARTY TRANSACTIONS

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ending June 30, 2013 and September 30, 2012 totaled $4,534 and $2,648, and were comprised of accounts payable.

 

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the nine months ended June 30, 2013 and 2012 was $30,000 and $0, respectively.

 

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 3—GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a development stage company and has no current revenue sources. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 4—STOCKHOLDER’S EQUITY

 

The capitalization of the Company consists of the following classes of capital stock as of September 30, 2012 and June 30, 2013:

* Common stock, $0.0001 par value: 500,000,000 shares authorized; 40,000,000 shares issued and outstanding
* Preferred stock, $0.0001 par value: 20,000,000 shares authorized; 1,000,000 shares and outstanding.

 

Common Stock

On September 27, 2012, the Board of Directors issued 20,000,000 shares of common stock, totaling $2,000 to the founding shareholder in exchange for developing the Company’s business concept and plan.

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock, par value $.0001 and totaling $2,000 to Hajime Abe as director’s compensation.

 

Preferred stock

On April 22, 2012, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 to Hajime Abe as director’s compensation.

 

NOTE 5—RELATED-PARTY TRANSACTIONS

 

Accounts payable 

At June 30, 2013 and September 30, 2012 the company had a related-party payable in the amount of $4,747 and $2,648 to its sole officer and director.

 

Other

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

NOTE 6SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the no events/transactions have occurred requiring adjustment or disclosure to the financial statements.

 

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Table of Contents

 

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

PLAN OF OPERATION

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the “business combination”). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

 

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

 

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

 

Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Controls

 

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended June 30, 2013, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II-OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On January 18, 2013 Jeffrey DeNunzio sold 20,000,000 shares of common stock to Hajime Abe.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. is (will be) the controlling shareholder of the Company (TOA Shoko).

 

On April 22, 2013, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director’s compensation.

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with 341 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 31,620,000 shares of common stock of the Company to these individuals.

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 OTHER INFORMATION

 

None

 

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ITEM 6 EXHIBITS

 

(a) Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.

 

Description

3.1   Certificate of Incorporation, as filed with the Delaware Secretary of State on October 9, 2012. (1)
     
3.2   By-laws. (1)
     
31.1   Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended June 30, 2013. (2)
   
32.1   Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
     
101.INS   XBRL Instance Document (3)
     
101.SCH   XBRL Taxonomy Extension Schema (3)
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase (3)
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase (3)
     
101.LAB   XBRL Taxonomy Extension Label Linkbase (3)
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase (3)
   

____________________

(1) Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on October 9, 2012, and incorporated herein by this reference.
(2) Filed in 10-Q August 12, 2013
(3) Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

 

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EXHIBITS TO REGISTRATION STATEMENT

 

Exhibit No.

 

Description

3.7   Supplier Agreement with BJK Global Ltd. (2)
3.8   Joint Venture Agreement (2)
5.1   Legal Opinion Letter (1)
23.1   Consent of Independent Accounting Firm. (1)
     

____________________

(1) Filed herewith.
(2) Filed as an exhibit to Super 8-k filed July 9, 2013

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

  TOA HOLDINGS, INC.
   
  By: /s/ Hajime Abe
  Name: Hajime Abe
 

Title: President

Date: November 12, 2013

 

 

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