Attached files
As filed with the Securities and Exchange Commission on February 11, 2014
Registration No. 333-192874
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
(AMENDMENT NO. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KETDARINA CORP.
(Exact name of registrant as specified in its charter)
Nevada 7380 99-0369270
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
KETDARINA CORP. INCORP SERVICES, INC.
2360 CORPORATE CIRCLE STE 400 2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada 89074 HENDERSON, Nevada 89074-7722
Tel: 38 (056) 399-3813 Tel: (702) 866-2500 Fax: (702) 866-2689
(Address and telephone number (Name, address and telephone number
of registrant's executive office) of agent for service)
Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
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 [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered (1) per Share (2) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 1,480,000 $0.03 per share $44,400 $5.72
===========================================================================================================
(1) Represents shares currently outstanding to be sold by the selling
shareholders.
(2) The offering price has been estimated solely for the purpose of computing
the amount of the registration fee in accordance with Rule 457(o). Our
common stock is not traded and any national exchange and in accordance with
Rule 457, the offering price was determined by the price shares were sold
to the selling security holders in private placement transactions. The
selling shareholders may sell shares of our common stock only at a fixed
price of $0.03 per share until, if at all, our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. The fixed price of $0.03 has been arbitrarily
determined. There can be no assurance that a market maker will agree to
file the necessary documents with the Financial Industry Regulatory
Authority ("FINRA"), which operates the OTC Electronic Bulletin Board, nor
can there be any assurance that such an application for quotation will be
approved. We have agreed to bear the expenses relating to the registration
of the shares for the selling security holders.
In the event of a stock split, stock dividend or similar transaction involving
our common stock, the number of shares registered shall automatically be
increased to cover the additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED ____ __, 2014
PROSPECTUS
KETDARINA CORP.
1,480,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus until all of the 1,480,000
shares of common stock have been sold, the shares no longer need to be
registered or to be sold due to the operation of Rule 144 or until we decide at
any time to terminate the registration of the shares at our sole discretion.
We are a development stage company with nominal operations and assets . As a
result, we are considered a shell company under Rule 405 of the Securities Act
and are subject to additional regulatory requirements as a result of this
status, including limitations on our shareholders' ability to re-sell their
shares in our company, as well as additional disclosure requirements.
Accordingly, investors should consider our shares to be a high-risk and illiquid
investment. See "Risk Factors" for the risks of investing in a shell company.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 5 - 11.
The selling shareholders will sell our shares at the fixed price of $0.03 per
share until our shares are quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices. We determined this
offering price arbitrarily by adding a $0.02 premium to the last sale price of
our common stock to investors. This offering is priced at the time of the
commencement of the offering and must remain offered at such price during the
entire duration of the offering until and unless the security is subsequently
listed on an exchange or is listed by a market maker on the OTC BB. Currently
the company is not so listed and there is no assurance that the stock will ever
be so listed.
There has been no market for our securities. Our common stock is not traded on
any exchange or on the Over-the-Counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with FINRA for our common stock to become eligible for
trading on the Over-the-Counter Bulletin Board. We do not yet have a market
maker who has agreed to file such application. There is no assurance that a
trading market will develop or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to resell
the securities offered herein should the purchaser desire to do so.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").
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 DECLARED 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.
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 this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS: _____ __, 2014
TABLE OF CONTENTS
PAGE
----
Summary 3
Risk Factors 5
Forward-Looking Statements 11
Use of Proceeds 11
Determination of Offering Price 11
Dilution 11
Selling Shareholders 12
Plan of Distribution 13
Description of Securities 15
Interest of Named Experts and Counsel 16
Description of Business 16
Legal Proceedings 21
Market for Common Equity and Related Stockholder Matters 21
Plan of Operations 22
Changes in and Disagreements with Accountants 26
Available Information 26
Directors, Executive Officer, Promoters and Control Persons 27
Executive Compensation 28
Security Ownership of Certain Beneficial Owners and Management 30
Certain Relationships and Related Transactions 30
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 31
Financial Statements 32
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
OUR BUSINESS
We are a development stage company. We have no revenues and we have incurred
$1,489 in operating expenses during the period from inception to June 30, 2013.
We are in the business of wholesale of bedding products. The company will sell
bedding goods or merchandise to retailers, to industrial, commercial,
institutional, and other professional business users, or to other wholesalers
and related subordinated services. Our products will also be available directly
to the consumer via our online shopping catalogue .
We are currently developing a website (www.HeavenlyBeddingDirect.com) which will
include our contact info, pricing and detailed description of our services. The
website will allow our clients to review our products and place product orders.
To date, we have developed our business plan, registered a domain name for our
new website and executed contract for a bulk order of bedding products with
ANDRIY CHORNYY FOP based in Dnepropetrovsk, Ukraine.
Our principal address is located at 2360 CORPORATE CIRCLE STE 400, HENDERSON,
Nevada, 89074. Our telephone number is 38 (056) 399 3813, and our registered
agent for service of process is the INCORP SERVICES, INC, located at 2360
CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074-7722. We were incorporated in
the State of Nevada on July 13, 2011. Our fiscal year end is June 30.
THE OFFERING:
Securities Being Offered Up to 1,480,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.03 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We
determined this offering price arbitrarily by
adding a $0.02 premium to the last sale price of
our common stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
1,480,000 shares of common stock have been sold,
the shares no longer need to be registered or to
be sold due to the operation of Rule 144 or we
decide at any time to terminate the registration
of the shares at our sole discretion.
Securities Issued and
Outstanding Prior to the
Offering 3,680,000 shares of our common stock
Securities Issued and
Outstanding After to the
Offering 3,680,000 shares of our common stock
3
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Market for the common
stock There has been no market for our securities. Our
common stock is not traded on any exchange or on
the Over-the-Counter market. After the effective
date of the registration statement relating to
this prospectus, we hope to have a market maker
file an application with FINRA for our common
stock to become eligible for trading on the
Over-the-Counter Bulletin Board. We do not yet
have a market maker who has agreed to file such
application. There is no assurance that a trading
market will develop or, if developed, that it will
be sustained. Consequently, a purchaser of our
common stock may find it difficult to resell the
securities offered herein should the purchaser
desire to do so.
Going Concern
Considerations As reflected in the accompanying financial
statements, the Company is in the development
stage and has a net loss of $1,489 for the period
from July 13, 2011 (inception) to June 30, 2013.
This raises substantial doubt about our ability to
continue as a going concern. Our ability to
continue as a going concern is dependent on our
ability to raise additional capital and implement
our business plan
Summary Risk Factors Investing in our common stock involves a high
degree of risk. You should consider carefully the
risks and uncertainties as described under "Risk
Factors," the other information contained in this
prospectus and our financial statements and the
related notes before you decide whether to invest
in our common stock.
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of
June 30, 2013
-------------
(Audited)
BALANCE SHEET
Total Assets $ 17,563
Total Liabilities $ 280
Stockholders' Equity $ 17,283
Period from
July 13, 2011
(date of inception) to
June 30, 2013
-------------
(Audited)
INCOME STATEMENT
Revenue $ --
Total Expenses $ 1,489
Net Loss $ (1,489)
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously 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.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at June 30, 2013, we had cash on hand of $17,563 we have accumulated a
deficit of $1,489 in business development and administrative expenses. At this
rate, we expect that we will only be able to continue operations for one year
without additional funding. We anticipate that additional amount of capital
necessary to sustain operations is (43,700 - 17,563 = 26,137 (calculated by
subtracting the total needed amount less current funds on hand). We have not
generated any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing for our bedding
business. Obtaining additional funding will be subject to a number of factors,
including general market conditions, investor acceptance of our business plan
and initial results from our business operations. These factors may impact the
timing, amount, terms or conditions of additional financing available to us. The
most likely source of future funds available to us is through the sale of
additional shares of common stock or advances from our director.
WE HAVE MINIMAL OPERATING HISTORY AND HAVE GENERATED SMALL REVENUES OR PROFITS
TO DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE
REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE
MAY HAVE TO CEASE OPERATIONS.
We were incorporated in July 2011 and we have started our proposed business
operations and realized $500 of revenues from sale of bedding product. We have
minimal operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $1,489 of which $454 is for
bank charges and $1,035 is incorporation service fee. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
earn profit by attracting enough international students who will use our
services. We cannot guarantee that we will be successful in profitably selling
bedding product. Failure to generate revenues and profit will cause us to
suspend or cease operations.
BECAUSE OUR OFFICER AND DIRECTOR 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.
Our officer and director, Oleksandr Bezuhlyi, will only be devoting limited time
to our operations. Mr. Bezuhlyi intends to devote 20% to 25% of his business
time to our affairs. Because our officer and director will only be devoting
limited time to our operations, our operations may be sporadic and occur at
times which are convenient to them. As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues and a possible
cessation of operations. It is possible that the demands on Oleksandr Bezuhlyi
from his other obligations could increase with the result that he would no
longer be able to devote sufficient time to the management of our business. In
addition, Mr. Bezuhlyi may not possess sufficient time for our business if the
demands of managing our business increase substantially beyond current levels.
5
BECAUSE WE HAVE TWO OFFICERS AND DIRECTOR WHO MAY HAVE NOT ENOGH EXPERIENCE AND
FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGENENT, OUR BUSINESS HAS A HIGH
RISK OF FAILURE.
We have two officers and director. They have no formal training in financial
accounting and management; however, they are responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls. While our director Mr. Bezuhlyi has no formal training in
financial accounting matters, he has been reviewing the financial statements
that have been audited and reviewed by our auditors and included in this
prospectus. When the disclosure and accounting controls referred to above are
implemented, he will be responsible for the administration of them. Should he
not have sufficient experience, he may be incapable of creating and implementing
the controls which may cause us to be subject to sanctions and fines by the SEC
which ultimately could cause you to lose your investment. However, because of
the small size of our expected operations, we believe that he will be able to
monitor the controls he will have created and will be accurate in assembling and
providing information to investors.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit
of $1,489 at June 30, 2013. Further losses are anticipated in the development of
our business. As a result, there is substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. We will
require additional funds in order to provide proper service to our potential
clients. At this time, we cannot assure investors that we will be able to obtain
financing. If we are unable to raise needed financing, we will have to delay or
abandon further consulting efforts. If we cannot raise financing to meet our
obligations, we will be insolvent and will be forced to cease our business
operations.
BECAUSE OUR DIRECTOR OWNS 54% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE CAN
MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our director, Oleksandr Bezuhlyi, own approximately 54% of the outstanding
shares of our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
IF OLEKSANDR BEZUHLYI, OUR OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL
NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS
SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
We depend on the services of our officer and director Oleksandr Bezuhlyi for the
future success of our business. The loss of the services of Mr. Bezuhlyi 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 your entire investment. We do not carry any key
personnel life insurance policies on Mr. Bezuhlyi and we do not have a contract
for his services.
6
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. RESIDENT OFFICERS AND DIRECTOR.
While we are organized under the laws of State of Nevada, our offices and
director are non-U.S. residents. Consequently, it may be difficult for investors
to affect service of process on Mr. Bezuhlyi in the United States and to enforce
in the United States judgments obtained in United States courts against Mr.
Bezuhlyi based on the civil liability provisions of the United States securities
laws. Since all our assets will be located outside of U.S., it may be difficult
or impossible for U.S. investors to collect a judgment against us. As well, any
judgment obtained in the United States against us may not be enforceable in the
United States. Currently our business offices are located at 69 Cejle, Batelov,
58851, Czech Republic.
OUR BUSINESS CAN BE EFFECTED BY CURRENCY RATE FLUCTUATIONS AS WE MAY RECEIVE
PAYMENTS AND INCUR EXPENSES IN FOREIGN CURRENCY.
We will receive some of our earnings in various currencies such as US dollar or
Euros. Some of our clients may pay us in currency other than US dollar or Euro.
Also, as our current supplier is based in Ukraine, some of our expenses may be
incurred in Ukrainian Hryvnas.. If we are not able to successfully protect
ourselves against currency fluctuations, then our profits will also fluctuate
and could cause us to be less profitable or incur losses, even if our business
is doing well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
7
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
IF OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE
TRADING PRICE WILL FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY
RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. If our shares of common stock
commence trading on the Bulletin Board, there will be a volatility associated
with Bulletin Board securities in general and the value of your investment could
decline due to the impact of any of the following factors upon the market price
of our common stock: (i) disappointing results from our development efforts;
(ii) failure to meet our revenue or profit goals or operating budget; (iii)
decline in demand for our common stock; (iv) downward revisions in securities
analysts' estimates or changes in general market conditions; (v)lack of funding
generated for operations; (vii) investor perception of our industry or our
prospects; and (vii) general economic trends.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
8
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
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 of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
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.
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
revenues to cover the cost of these filings, which could comprise a substantial
portion of our available cash resources. 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.
BECAUSE OUR COMMON STOCK IS NOT REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, WE WILL NOT BE SUBJECT TO THE FEDERAL PROXY RULES AND OUR
DIRECTORS, EXECUTIVE OFFICERS AND 10% BENEFICIAL HOLDERS WILL NOT BE SUBJECT TO
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Our common stock is not registered under the Exchange Act, and we do not intend
to register our common stock under the Exchange Act for the foreseeable future
(provided that, we will register our common stock under the Exchange Act if we
have, after the last day of our fiscal year, more than 500 shareholders of
record, in accordance with Section 12(g) of the Exchange Act;). As long as our
common stock is not registered under the Exchange Act, we will not be subject to
Section 14 of the Exchange Act, which, among other things, prohibits companies
that have securities registered under the Exchange Act from soliciting proxies
or consents from shareholders without furnishing to shareholders and filing with
the SEC a proxy statement and form of proxy complying with the proxy rules. In
addition, so long as our common stock is not registered under the Exchange Act,
our directors and executive officers and beneficial holders of 10% or more of
our outstanding common stock will not be subject to Section 16 of the Exchange
Act. Section 16(a) of the Exchange Act requires executive officers and
directors, and persons who beneficially own more than 10% of a registered class
of equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of common shares and other equity securities, on Forms 3, 4, and 5
respectively. Such information about our directors, executive officers, and
beneficial holders will only be available through periodic reports and any
registration statements on Form S-1 we file.
OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300
SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.
9
If our common stock is not registered under the Exchange Act, our
obligation to file reports under Section 15(d) of the Exchange Act will be
automatically suspended if, on the first day of any fiscal year (other than a
fiscal year in which a registration statement under the Securities Act has gone
effective), we have fewer than 300 shareholders of record. This suspension is
automatic and does not require any filing with the SEC. In such an event, we
would only be required to file an annual report for the twelve months after this
prospectus is declared effective by the SEC. Accordingly, we may cease providing
periodic reports and current or periodic information, including operational and
financial information, may not be available with respect to our results of
operations. If our obligation to file reports under Section 15(d) is suspended
it may decrease our common stock's liquidity, if any, affecting your ability to
resell our common stock.
We plan to continue reporting voluntarily even after our section 15(d) reporting
obligation have been suspended and after our securities will not be eligible to
be, or continue to be, quoted on the OTC-BB at that time, as we will no longer
be subject to any reporting obligations, which is a condition to quotation.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
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
10
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.
You should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, by adding a $0.02 premium to the last sale price of our common
stock to investors. Currently the company is not listed on the OTCBB and there
is no assurance that the stock will ever be so listed. Such offering price does
not have any relationship to any established criteria of value, such as book
value or earnings per share. Because we have no significant operating history,
the price of our common stock is not based on past earnings, nor is the price of
our common stock indicative of the current market value of the assets owned by
us. No valuation or appraisal has been prepared for our business and potential
business expansion. Our common stock is presently not traded on any market or
securities exchange and we have not applied for listing or quotation on any
public market.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
11
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,480,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1,480,000 shares of our common stock that the selling shareholders acquired from
us in an offering that was exempt from registration under Regulation S of the
Securities Act of 1933 that was completed on May 3, 2012.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Shares Owned Selling Be Owned Upon Shares owned Upon
Name of Prior To This Shareholders Completion Of Completion of
Selling Shareholder Offering Account This Offering This Offering
------------------- -------- ------- ------------- -------------
VALENTYNA GACH 70,000 70,000 Nil Nil
TATYANA BEZUGLAYA 60,000 60,000 Nil Nil
DMUTRO ORLOV 60,000 60,000 Nil Nil
VALENTYNA CHORNAYA 60,000 60,000 Nil Nil
EVGEN KOLEDA 60,000 60,000 Nil Nil
RADKA PRIBYLOVA 70,000 70,000 Nil Nil
IRINA IVASHKEVICH 60,000 60,000 Nil Nil
NATAL'YA KALYUZHNAYA 60,000 60,000 Nil Nil
PAVEL KALYUZHNIY 60,000 60,000 Nil Nil
VLASTISLAV JILICH 70,000 70,000 Nil Nil
LARYSA CHORNA 60,000 60,000 Nil Nil
MIROSLAV GERASIMENKO 60,000 60,000 Nil Nil
MARINA PETRUS 60,000 60,000 Nil Nil
12
TAMARA HANDYUK 70,000 70,000 Nil Nil
ANAR MAMEDOV 70,000 70,000 Nil Nil
VLADYSLAV OPLETA 40,000 40,000 Nil Nil
VITALIY BOGDAN 70,000 70,000 Nil Nil
ANDREY GILENKO 70,000 70,000 Nil Nil
ARTUR ASATRYAN 70,000 70,000 Nil Nil
RUSLAN KOVAL 70,000 70,000 Nil Nil
IHOR PLUT 70,000 70,000 Nil Nil
LARYSA NEHRESKO 70,000 70,000 Nil Nil
LIUDMYLA NATSENKO 70,000 70,000 Nil Nil
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 3,680,000 shares of
common stock issued and outstanding on the date of this prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
We may require the selling security holders to suspend the sales of the
securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus, or the related registration statement,
untrue in any material respect, or that requires the changing of statements in
these documents in order to make statements in those documents not misleading.
We will file a post-effective amendment to this registration statement to
reflect any material changes to this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily. There is no assurance of when, if ever, our stock will be listed on
an exchange or quotation system.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144, when eligible.
13
If applicable, the selling shareholders may distribute shares to one or more of
their partners who are unaffiliated with us. Such partners may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us.
There is no agreement or understanding between the selling shareholders and any
partners with respect to the distribution of the shares being registered for
resale pursuant to this registration statement.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
14
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of February 11, 2014, there were 3,680,000 shares of our common stock issued
and outstanding that is held by 27 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
15
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
The financial statements included in this prospectus and the registration
statement have been audited by KLJ & Associates, LLP to the extent and for the
periods set forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
DESCRIPTION OF BUSINESS
PRODUCTS/SERVICES
We are in the business of wholesale of bedding products. The company will offer
bedding goods or merchandise to retailers, to industrial, commercial,
institutional, and other professional business users, or to other wholesalers
and related subordinated services. Our products will also be available directly
to the consumer via our online shopping catalogue.
16
We act as the traditional "Middle Man" by buying large bulk from manufactures,
and then sell and deliver in smaller quantities to "Retailers". We plan on
offering a range of products including: bed sheets, blanket, comforters, duvets,
futon, pillows and quilts. Customers will be able to view and buy goods on our
website and our online color catalogue. Customers will receive regular email
updates on new products and brands.
We are a Nevada Corporation, incorporated under the laws of the State of Nevada
on July 13, 2011.
We will offer products in the following 7 product categories:
PRODUCTS:
1) Bed Sheet 2) Blanket 3) Comforter 4) Duvet 5) Futon 6) Pillow 7) Quilt
As our business expands, we may offer other products to our inventory.
MATERIALS.
Our products are made of lightweight white, solid-color or printed plain weave,
satin weave, cotton/polyester blends fabrics. Polyester batting is used as a
filling for our quilts and duvets as it is less expensive and more easily
laundered than natural down or feathers.
SIZES
Bed size refers to the dimensions of a mattress and the names by which standard
sizes are called. Beds themselves vary widely in size according to the degree of
ornamentation but are sold according to the size of mattress they take. The
dimensions and names vary considerably around the world, with most countries
having their own standards and terminology.
Modern sizes in metric system countries are 200 centimeters (79 in) long:
domestic double beds are either 140 centimeters (55 in) or 160 centimeters (63
in) wide. The traditional "double" size standard among English speaking
countries, based on the imperial measurement is 4'6" by 6'3" (54 by 75 inches
(137 by 191 cm)) but the sizes for other bed types tend to vary.
We will offer to our customers bed packages with the next sizes:
Small size, Pack 1:
Blanket cover slip - 143x215 -1 item, bed sheet - 150x220 -1 item, pillow-cases
50x70 - 2 items.
Middle size, Pack 2:
Blanket cover slip - 160x215 - 1 item, bed sheet - 160x220 -1 item, pillow-cases
50x70 - 2 items.
Large size, Pack 3:
Blanket cover slip - 175x215 - 1 item, bed sheet - 200x220 -1 item, pillow-cases
70x70 - 2 items.
17
Extra Large size, Pack 4:
Blanket cover slip - 200x230 -1 item, bed sheet - 220x240 -1 item, pillow-cases
70x70 - 2 items.
We plan to sell the next North American bed sizes in the future:
Bed Measurements Fitted Sheet Flat Sheet Duvet/Quilt Cover Comforters
---------------- ------------ ---------- ----------------- ----------
Twin 39" x 76" x 8" 72" x 102" 59" x 79" 80" x 106"
Full 54" x 76" x 8" 87" x 102" 79" x 79" 100" x 106"
(137 x 193 x 20 cm) (221 x 259 cm) (201 x 201 cm) (254 x 269 cm)
Queen 60" x 80" x 8" 105" x 110" 88" x 86" 106" x 106"
(152 x 203 x 20 cm) (267 x 279 cm) (224 x 218 cm) (269 x 269 cm)
King 76" x 80" x 8" 110" x 114" 102" x 86" 112" x 106"
THREAD COUNT
Thread count is often used as a measure of fabric quality, so that "standard"
cotton thread counts are around 150 while good-quality sheets start at 180 and a
count of 200 or higher is considered percale. We are planning to offer products
with thread count ranging from 180 to 200 and higher.
SUPPLIERS
In our wholesale projects we will purchase manufactured bedding items in bulk
from our suppliers and sell at a higher cost per unit to retailers, wholesalers
or directly to the consumer.
Currently we have executed one supplier agreement with ANDRIY CHORNYY FOP. In
future, we may execute additional agreements with other suppliers of bedding
products. We plan to source our suppliers in low cost countries such as: Turkey,
China and countries in Eastern Europe. We can find potential suppliers by
searching online on sites such as:
http://www.globalmarket.com/textile-25.html?gclid=CJvggbS03rQCFcpZ3godkm4AMA We
can find potential suppliers by searching online sites such as:
http://www.globalmarket.com.
CONTRACT FOR WHOLESALE BEDDING SERVICES
We have executed a Contract for Wholesale Services with ANDRIY CHORNYY FOP based
in Ukraine . This company is a Bedding product developer and is in a process of
expanding its target market in Europe, USA and Canada. Under the terms of the
agreement we will purchase manufactured bedding products from ANDRIY CHORNYY
Industries. Other material terms of the agreement are as follows:
1. Client shall pay Service Provider a one-time commission of fifteen
percent (15%) for each bedding item sold to an end user.
2. Payment is due within 30 days since invoice issue date.
3. All knowledge and information acquired during the term of this
Contract with respect to the business and products of the client will
be treated by Service Provider as confidential until and unless
stipulated by client.
18
4. This contract can be modified orally or in writing by agreement of
both parties.
5. Either party may terminate this contract by giving a 30 days notice in
writing.
WEBSITE MARKETING STRATEGY
We have registered a domain for our website (www.HeavenlyBeddingDirect.com).
We plan to use our website to market and display our services. To accomplish
this, we plan to contract an independent web designing company. Our website will
describe our services in detail, show our contact information, and include some
general information and description of our services.
We intend to promote our website by displaying it on our business cards. We
intend to attract traffic to our website by a variety of online marketing
tactics such as advertising with google.com and creating a social profile on
Facebook.com.
TRADE SHOWS MARKETING
We plan to show case our bedding product in various tradeshows thought Europe.
We will find the list of such events online on websites such as:
http://expoua.com/Exhibition/lang/en/mode/byCategory/category/2/subcategory/5522
/region/11/
One such trade show occurs in Germany: Heimtextil show, site show is:
http://heimtextil.messefrankfurt.com/frankfurt/en/besucher/willkommen.html
The cost of the show is: $3,000 consisting of:
Double side booth /stand fee: $2,300
Media and advertising package fee: $665
Materials and miscellaneous costs: $35
REVENUE
The company's revenue comes from selling bedding products to the end user for
our clients. It could be small scale (in store, online) and large scale (orders
from hotels, hospitals, larger stores etc). We charge commission for selling
bedding products which may range from 10% to 20% for each item sold.
We may also receive commission from other bedding retailers and wholesalers
companies to which we will refer our clients. The commission may range from 10%
to 15% of the total amount paid by our clients.
19
COMPETITION
The bedding products market is highly competitive. We expect competition to
continue to intensify in the future. Competitors include companies with
substantial customer bases and working history. There can be no assurance that
we can maintain a competitive position against current or future competitors,
particularly those with greater financial, marketing, service, support,
technical and other resources. Our failure to maintain a competitive position
within the market could have a material adverse effect on our business,
financial condition and results of operations.
To compete effectively, we will use the following strategies: We will attempt to
provide personalized customer service to meet the individual needs of each
client as some clients are known personally to our president. We will also
attempt to keep the quality of our product higher than competitors by constantly
searching for new suppliers internationally and comparing their product and
pricing. The "high' quality of products and cost savings will be passed on to
our clients.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than
our two officers and director. We intend to hire additional employees on an as
needed basis.
GOVERNMENT REGULATION
FEDERAL SECURITIES LAWS
While we are incorporated in the State of Nevada, our place of business and
director are foreigners. Consequently, it may be difficult for U.S. investors to
affect service of process on our director in the United States and to enforce
judgment obtained in U.S. courts against him, based on the civil liability
provisions of the United States securities laws. Since all our assets will be
located outside the U.S., it may be impossible to collect or enforce a judgment
against us or our director.
OFFICES
Our offices are located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada,
89074. Our telephone number is 38 (056) 399 3813. This is the office provided by
Incorp Services, Inc. IncUpon the completion of our offering, we intend to
establish an office elsewhere. As of the date of this prospectus, we have not
sought or selected a new office site.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
20
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 2360 Corporate Circle STE 400, Henderson, Nevada
89074-7722.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 27 registered
shareholders.
RULE 144 SHARES
A total of 2,140,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act. The SEC has adopted amendments to Rule 144, which became effective on
February 15, 2008 and applies to securities acquired both before and after that
date. Under these amendments, a person who has beneficially owned restricted
shares of our common stock for at least six months is entitled to sell their
securities PROVIDED that (i) such person is not deemed to have been one of our
affiliates at the time of, or at any time during the three months preceding the
sale and (ii) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at
least six months but who are our affiliates at the time of, or at any time
during the three months preceding the sale, are subject to additional
restrictions. Such person is entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the
following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 47,900 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
provided, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of
Rule 144.
21
Currently, none of our securities may be resold pursuant to Rule 144.
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act of 1933, Section 4(1), if
available, for non-affiliates or by meeting the conditions of Rule 144(i). A
holder of our securities may not rely on the safe harbor from being deemed
statutory underwriter under Section 2(11) of the Securities Act, as provided by
Rule 144, to resell his or her securities. Only after we (i) are not a shell
company, and (ii) have filed all reports and other materials required to be
filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that we may be required to file
such reports and materials, other than Form 8-K reports); and have filed current
"Form 10 information" with the SEC reflecting our status as an entity that is no
longer a shell company for a period of not less than 12 months, can our
securities be resold pursuant to Rule 144. "Form 10 information" is, generally
speaking, the same type of information as we are required to disclose in this
prospectus, but without an offering of securities. These circumstances regarding
how Rule 144 applies to shell companies may hinder your resale of your shares of
the Company.
As of the date of this prospectus, persons who are our affiliates hold all of
the 2,140,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
22
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
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 have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period. Even if we no longer qualify for the exemptions for an emerging
growth company, we may still be, in certain circumstances, subject to scaled
disclosure requirements as a smaller reporting company. For example, smaller
reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or
auditor attestation of internal controls over financial reporting.
Our negative cash flow per month is: 5,855/3=1,952 (Last quarter
expenses/3=monthly rate). Based on this estimate and on currently cash on hand
we can sustain operations until (12,033/1,952 = 6 months) March, 2014.
PLAN OF OPERATION
We will rely on our president's educational background and work experience in
bedding industry to services our clients and to develop our business. As our
business expands, we may hire additional representatives and sales consultants.
Below are the main steps and milestones the company plans for this fiscal year.
23
STEP BY STEP COST OF OPERATION
Jun-Jul 2013 Registering a domain name and begin developing our website. $ 2,000
Make a database of potential clients $ 200
-------
The expected cost for this step is: $ 2,200 $ 2,200
Aug-Sep 2013 Begin meeting prospective clients and negotiating referral
agreements. Costs include telephone and travel expenses. $ 2,000
Begin advertising campaign. Printing, fliers. Placing online
adds. Advertising will be an ongoing activity throughout the
lifetime of our operations. $ 2,500
-------
The expected cost for this step is: $ 4,500 $ 4,500
Oct-Nov 2013 Continue seeking new clients and executing agreements with them.
Costs include telephone and travel expenses. $ 1,500
Launch our website. $ 2,000
-------
The expected cost for this step is: $ 3,500 $ 3,500
Dec-Jan 2013- Advertise our product at trade show $ 3,000
2014 Continue improving/updating website $ 1,000
-------
The expected cost for this step is: $ 4,000 $ 4,000
Feb-Mar 2014 Hire 1-2 wholesale experts or sales consultent to help us serve
our clients. The number of consultants will depend on our level
of business activity. Their salary will be commission based. $ 0
-------
The expected cost for this step is: $ 0 $ 0
Apr-May 2014 Continue to advertise our business. $ 1,000
Continue to expand client's database. $ 0
-------
The expected cost for this step is: $ 1,000 $ 1,000
-------
Subtotal for all steps is: $15,200 $15,200
General administrative costs: office electronics and utilities,
network technical assistance and computer maintenance work $ 8,500
-------
Total: $23,700 $23,700
Professional fees, including fees payable in connection with
the filing of this registration statement and complying with
reporting obligations. $10,000
-------
Grand Total: $33,700
=======
Additional funds required in case we do not obtain additional financing is
$10,000.
The total cost of operation is: $43,700.
24
Our general and administrative costs and professional fees (including the SEC
required reporting fees) of $10,000 per year.
Our ability to generate sufficient cash to support our operations during the
12-month period following the date of the financial statements depends on if we
are able to execute agreements with new client regarding the sale of our product
and our ability to advertise our product successfully. The additional amount of
capital necessary to sustain operations is (43,700 - 17,563 = 26,137 (calculated
by subtracting the total needed amount less current funds on hand). It is likely
that we may not be able to generate enough profit in the next 12-month period to
meet this deficiency. Our plan in this scenario is to borrow additional funds
from our president. Currently there are no such loan guarantees in writing.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION FOR THE YEAR ENDED JUNE
30, 2013 AND THREE MONTHS ENDED SEPTEMBER 30, 2013.
As of September 30, 2013, our total assets were $12,033 comprised of cash only
and our total liabilities were $280 comprised of notes payable to related
parties.
As of June 30, 2013, our total assets were $17,563 comprised of cash only.
Stockholders' equity decreased from $17,283 as of June 30, 2013 to $11,753 as of
September 30, 2013.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012.
We have incurred recurring losses for the three months ended September 30, 2013
and 2012.
Our net loss for the three months ended September 30 2013 was $5,530 compared to
a net loss of $580 for the three months ended September 30, 2012. For the period
from inception on July 13, 2011, to September 30, 2013, the Company has not
generated any revenue.
For the three months ended September 30, 2013, we incurred general and
administrative expenses of $5,533 compared to general and administrative
expenses of $530 for the three months ended September 30, 2012.
Expenses incurred for the three months ended September 30, 2013 compared to the
three months ended September 30, 2012 increased primarily due to the increased
scale and scope of business operations. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services, marketing, and consulting costs.
To date we have launched our website. We have not fully implemented our
advertising campaigns. We have generated revenue of $500 and do not have a
significant client base. General and administrative costs and professional fees
(including the SEC required reporting fees) of $10,000 per year.
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for the next six months. In addition, we do
not have sufficient cash and cash equivalents to execute our operations and will
need to obtain additional financing to operate our business for the next six
months. Additional financing, whether through public or private equity or debt
financing, arrangements with the security holder or other sources to fund
operations, may not be available, or if available, may be on terms unacceptable
25
to us. Our ability to maintain sufficient liquidity is dependent on our ability
to raise additional capital. If we issue additional equity securities to raise
funds, the ownership percentage of our existing security holder would be
reduced. New investors may demand rights, preferences or privileges senior to
those of existing holders of our common stock. Debt incurred by us would be
senior to equity in the ability of debt holders to make claims on our assets.
The terms of any debt issued could impose restrictions on our operations. If
adequate funds are not available to satisfy either short or long-term capital
requirements, our operations and liquidity could be materially adversely
affected and we could be forced to cease operations. At the present time, we
have not received any confirmation from any party of their willingness to loan
or invest funds to the company but will seek funding advances from sources such
as our officer and director or from sale of our common stock.
Currently the Company does not employ any employees, however as the Company
grows, it plans to employ additional employees, as required.
If we cannot generate sufficient revenues to continue operations, we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2013
We did not earn any revenues from our incorporation on July 13, 2011 to June 30,
2013. We incurred operating expenses in the amount of $1,489 for the period from
our inception on July 13, 2011 to June 30, 2013. These operating expenses were
comprised of incorporation expenses of $1,035 and interest & bank charges of
$454.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
26
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
We plan to voluntarily provide annual reports with audited financials even if we
are not required to do so.
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTOR:
Name and Address of
Executive Officer
and/or Director Age Office
--------------- --- ------
Oleksandr Bezuhlyi 59 President, Chief Executive Officer, Secretary,
Chief Financial Officer and Chief Accounting
Officer and Sole Director
Oleksandr Galdetskyi 43 Treasurer
BIOGRAPHICAL INFORMATION
Set forth below as a brief background and business experience description of our
President for last five years.
Since the very inception on July 13, 2011, Oleksandr Bezuhlyi. has been our
President, Chief Executive Officer, Secretary, Chief Financial Officer. He was
chosen for this position in part because of his bedding work experience. His
previous practical work and background were closely connected with provision of
bedding products sales services.
In 1986 Oleksandr Bezuhlyi graduated with Master's degree from Technical
University, Saint Petersburg, Russia. From 1986 to 2006 he was a manager of a
Railway DEPOT of Ukraine. From 2006 to January 10, 2014 he has been working as a
Sales Representative to ANDRIY CHORNYY FOP. His duties were to promote and carry
on sales of Bedding in the Major Cities of Western Europe like Kiev and Odessa.
Mr. Bezuhlyi resigned from that position in favor of his current position and
ownership of Ketdarina Corp.
Since the very inception on July 13, 2011, Oleksandr Galdetskyi has been our
Treasurer.
From 2005 to present Mr. Galdetskyi has been self employed in the business of
trading and shipping of automobiles in Europe.
In 1989 Mr. Galdetskyi received an accounting diploma from Collage of Trade and
Economy, Kiev, Ukraine.
27
Neither Mr. Bezuhlyi nor Mr. Galdetskyi have not been a member of the board of
directors of any corporations during the last five years. During the past ten
years, neither Mr. Bezuhlyi nor Mr. Galdetskyi have not been the subject to any
of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Bezuhlyi 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.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Oleksandr Bezuhlyi's involvement in any type of business, securities
or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
TERM OF OFFICE
Our two officers and director are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Mr. Bezuhlyi, who
does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on July 13, 2011 to June 30,
2013 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
28
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Oleksandr 2013 0 0 0 0 0 0 0 0
Bezuhlyi 2012 0 0 0 0 0 0 0 0
President, CEO,
CFO, Secretary,
Chief Accounting
Officer, and
director
Oleksandr 2013 0 0 0 0 0 0 0 0
Galdetskyi 2012 0 0 0 0 0 0 0 0
Treasurer
Mr. Bezuhlyi currently devotes approximately twenty hours per week to manage the
affairs of the Company. Mr. Galdetskyi currently devotes approximately fifteen
hours per week to manage the affairs of the Company. They have agreed to work
with no remuneration until such time as the company receives sufficient revenues
necessary to provide management salaries. At this time, we cannot accurately
estimate when sufficient revenues will occur to implement this compensation, or
what the amount of the compensation will be.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officers
or director or employees.
STOCK OPTION GRANTS
We have not granted any stock options to our executive officers since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Oleksandr Bezuhlyi. We
do not pay them for acting as a director or officer.
29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------
Common Oleksandr Bezuhlyi 2,000,000 54.3%
Stock President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Chief Accounting Officer and Director.
2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada, 89074
Common Oleksandr Galdetskyi 70,000 1.9%
Stock Treasurer
2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada, 89074
The percent of class is based on 3,680,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 10, 2012, we issued a total of 2,000,000 shares of restricted common
stock to Mr. Bezuhlyi for payment of $2,000.
Mr. Bezuhlyi works as a Sales Representative to ANDRIY CHORNYY FOP. The only
contract the company has is with ANDRIY CHORNYY.
On February 2, 2012, Mr. Bezuhlyi loaned the company $100 to open bank account.
On March 22, 2012, director loaned $180. The loans are unsecured, non-interest
bearing and due on demand.
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
30
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Oleksandr Bezuhlyi;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our officer and director is indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
31
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
Page
----
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of June 30, 2013 and 2012 F-2
Statements of Operations for the year ended June 30, 2013, for the
period from July 13, 2011 (Date of Inception) to June 30, 2012 and
for the period from July 13, 2011 (Date of Inception) through
July 13, 2013 F-3
Statement of Stockholders' Equity for the period July 13, 2011
(Date of Inception) through July 13, 2013 F-4
Statements of Cash Flows for the year ended June 30, 2013, for the
period from July 13, 2011 (Date of Inception) to June 30, 2012 and
for the period from July 13, 2011 (Date of Inception) through
July 13, 2013 F-5
Notes to Financial Statements F-6
32
[LETTERHEAD OF KLJ & ASSOCIATES, LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders Ketdarina Corp.
We have audited the accompanying balance sheet of Ketdarina Corp. as of June 30,
2013 and 2012 and the related statements of operations, stockholders' equity,
and cash flows for the year ended June 30, 2013, for the period July 13, 2011
(inception) through June 30, 2012 and for the period July 13, 2011 (inception)
through June 30, 2013. Ketdarina Corp's management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ketdarina Corp. as of June 30,
2013 and 2012, and the results of its operations and its cash flows for year
ended and the period July 13, 2011 (inception) through June 30, 2012 and for the
period July 13, 2011 (inception) through June 30, 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 2 to the
financial statements, the Company had accumulated deficit of $1,489 as of June
30, 2013, which raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ KLJ & Associates, LLP
----------------------------------
KLJ & Associates, LLP
St. Louis Park, MN
November 26, 2013
1660 S Highway 100
Suite 500
St. Louis Park, Minnesota 55416
630.277.2330
F-1
Ketdarina Corp.
(A Development Stage Company)
Balance Sheets
June 30, 2013 June 30, 2012
------------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 17,563 $ 18,467
-------- --------
Total Assets $ 17,563 $ 18,467
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Loan from director $ 280 $ 280
-------- --------
Total Liabilities 280 280
-------- --------
Stockholders' Equity
Common Stock, par value $0.001; 75,000,000 shares authorized,
3,680,000 shares issued and outstanding 3,680 3,680
Additional paid-in capital 15,092 15,092
Deficit accumulated during the development stage (1,489) (585)
-------- --------
Total Stockholders' Equity 17,283 18,187
-------- --------
Total Liabilities and Stockholders' Equity $ 17,563 $ 18,467
======== ========
The accompanying notes are an integral part of these financial statements.
F-2
Ketdarina Corp.
(A Development Stage Company)
Statements of Operations
For the Period For the Period
July 13, 2011 July 13, 2011
(Date of Inception) (Date of Inception)
Year Ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
Revenues $ -- $ -- $ --
Operating Expenses
Bank fees 49 405 454
General and administrative expenses 855 180 1,035
---------- ---------- ----------
Total Operating Expenses 904 585 1,489
Net loss from operations (904) (585) (1,489)
Provision for income taxes -- -- --
---------- ---------- ----------
Net Loss $ (904) $ (585) $ (1,489)
========== ========== ==========
Net income (loss) per common share:
basic and diluted $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
Weighted-average number of common shares
outstanding: basic and diluted 3,680,000 3,680,000 3,680,000
The accompanying notes are an integral part of these financial statements.
F-3
Ketdarina Corp.
(A Development Stage Company)
Statements of Stockholders Equity
For the Period July 13, 2011 (Date of Inception) through June 30, 2013
Deficit
Accumulated
Common Stock Additional During the Total
------------------ Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, July 13, 2011 -- $ -- $ -- $ -- $ --
Shares issued for cash at
$0.001 per share on
February 10, 2012 2,000,000 2,000 -- -- 2,000
Shares issued for cash at
$0.01 per share on
May 3, 2012 1,680,000 1,680 15,092 -- 16,772
Net loss for the period
ended June 30, 2012 -- -- -- (585) (585)
--------- ------- -------- -------- --------
Balance as of 3,680,000 3,680 15,092 (585) 18,187
June 30, 2012
Net loss for the period
ended June 30, 2013 -- -- -- (904) (904)
--------- ------- -------- -------- --------
Balance as of July 31, 2013 3,680,000 $ 3,680 $ 15,092 $ (1,489) $ 17,283
========= ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
Ketdarina Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Period For the Period
July 13, 2011 July 13, 2011
(Date of Inception) (Date of Inception)
Year Ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
Cash flows from operating activities:
Net loss for the period $ (904) $ (585) $ (1,489)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses -- -- --
-------- -------- --------
Net cash used in operating activities (904) (585) (1,489)
-------- -------- --------
Cash flows from financing activities:
Proceeds from sale of common stock -- 18,772 18,772
Loans from director -- 280 280
-------- -------- --------
Net cash provided by financing activities -- 19,052 19,052
-------- -------- --------
Net increase (decrease) in cash (904) 18,467 17,563
Cash, beginning of the period 18,467 -- --
-------- -------- --------
Cash, end of the period $ 17,563 $ 18,467 $ 17,563
======== ======== ========
Supplemental Cash Flow Information:
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements.
F-5
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
NOTE 1--ORGANIZATION AND NATURE OF BUSINESS
Ketdarina Corp. was incorporated under the laws of the State of Nevada on July
13, 2011. We are in the business of wholesale of bedding products to industrial,
commercial and institutional retailers, and other professional business users,
or to other wholesalers and related subordinated services.
NOTE 2--GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of June 30,
2013. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses. The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a June 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $17,563 of cash
and cash equivalents as of June 30, 2013 and $18,467 of cash and cash
equivalents as of June 30, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
F-6
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of June 30, 2013 and 2012.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Ketdarina Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 4--LOAN FROM SHAREHOLDER
On February 2, 2012, director loaned $100 to open bank account.
On March 22, 2012, director loaned $180 for Sample Purchase.
The loans are unsecured, non-interest bearing and due on demand.
The balance due to the director was $280 as of June 30, 2013 and 2012,
respectively.
NOTE 5--COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 10, 2012, the Company issued 2,000,000 shares of common stock for
cash proceeds of $2,000 at $0.001 per share.
On May 3, 2012, the Company issued 1,680,000 shares of common stock for cash
proceeds of $16,772 at $0.01 per share.
F-7
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
There were 3,680,000 shares of common stock issued and outstanding as of June
30, 2013 and 2012 respectively.
NOTE 6--COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 7--INCOME TAXES
As of June 30, 2013, the Company had net operating loss carry forwards of
approximately $580 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The provision for Federal income tax consists of the following:
June 30, 2013 June 30, 2012
------------- -------------
Federal income tax benefit attributable to:
Current operations $ 307 $ 198
Less: valuation allowance (307) (198)
-------- --------
Net provision for Federal income taxes $ -- $ --
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
June 30, 2013 June 30, 2012
------------- -------------
Deferred tax asset attributable to:
Net operating loss carryover $ 307 $ 198
Less: valuation allowance (307) (198)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $580 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 8--SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
up to the date these financial statements were issued, and has determined that
it does not have any material subsequent events to disclose in these financial
statements.
F-8
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
SEPTEMBER 30, 2013
Condensed Balance Sheets as of September 30, 2013 (unaudited) and
June 30, 2013 F-10
Condensed Statements of Operations for the Three Months ended
September 30, 2013 and 2012 and for the period from July 13, 2011
(Inception) to September 30, 2012 and 2013 (unaudited) F-11
Condensed Statements of Cash Flows for the years ended
September 30, 2013 and 2012 and for the period from July 13, 2011
(Inception) to September 30, 2013 (unaudited) F-12
Notes to the Condensed Financial Statements F-13
F-9
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
September 30, 2013 June 30, 2013
------------------ -------------
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 12,033 $ 17,563
-------- --------
Total Assets $ 12,033 $ 17,563
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 280 $ 280
-------- --------
Total Liabilities 280 280
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized;
3,680,000 shares issued and outstanding 3,680 3,680
Additional paid in capital 15,092 15,092
Deficit accumulated during the development stage (7,019) (1,489)
-------- --------
Total Stockholders' Equity 11,753 17,283
-------- --------
Total Liabilities and Stockholders' Equity $ 12,033 $ 17,563
======== ========
See accompanying notes to condensed financial statements.
F-10
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Period from
Three Months Three Months July 13, 2011
Ended Ended (Inception) to
September 30, September 30, September 30,
2013 2012 2013
---------- ---------- ----------
REVENUES $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
Bank fees -- 50 455
General and administrative expenses 5,530 530 6,565
---------- ---------- ----------
TOTAL OPERATING EXPENSES 5,530 580 7,019
---------- ---------- ----------
NET LOSS FROM OPERATIONS (5,530) (580) (7,019)
PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------
NET LOSS $ (5,530) $ (580) $ (7,019)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,680,000 3,680,000 3,680,000
========== ========== ==========
See accompanying notes to condensed financial statements.
F-11
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Period from
Three Months Three Months July 13, 2011
Ended Ended (Inception) to
September 30, September 30, September 30,
2013 2012 2013
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (5,530) $ (580) $ (7,019)
-------- -------- --------
CASH (USED IN) OPERATING ACTIVITIES (5,530) (580) (7,019)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 18,772 18,772
Loan from director -- 280 280
-------- -------- --------
CASH PROVIDED BY FINANCING ACTIVITIES -- 19,052 19,052
-------- -------- --------
Net increase (decrease) in cash and cash equivalents (5,530) 18,472 12,033
Cash, beginning of period 17,563 -- --
-------- -------- --------
Cash, end of period $ 12,033 $ 18,472 $ 12,033
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See accompanying notes to condensed financial statements.
F-12
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Ketdarina Corp. was incorporated under the laws of the State of Nevada on July
13, 2011. We are in the business of wholesale of bedding products to industrial,
commercial and institutional retailers, and other professional business users,
or to other wholesalers and related subordinated services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a June 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $12,033 of cash
and cash equivalents as of September 30, 2013 and $17,563 of cash and cash
equivalents as of June 30, 2013.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
F-13
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of September 30, 2013.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Ketdarina Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - LOAN FROM DIRECTOR
On February 2, 2013, director loaned $100 to open bank account. On March 22,
2013, director loaned $180 for Sample Purchase. The loans are unsecured,
non-interest bearing and due on demand. The balance due to the director was $280
as of September 30, 2013 and June 30, 2013
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 10, 2012, the Company issued 2,000,000 shares of common stock for
cash proceeds of $2,000 at $0.001 per share. On May 3, 2012, the Company issued
1,680,000 shares of common stock for cash proceeds of $16,800 at $0.01 per
share.
There were 3,680,000 shares of common stock issued and outstanding as of
September 30, 2013.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
F-14
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 6 - INCOME TAXES
As of September 30, 2013, the Company had net operating loss carry forwards of
approximately $5,530 that may be available to reduce future years' taxable
income in varying amounts through 2031. Should a change in ownership occur net
operating loss carry forwards can be limited as to use in future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of September
30, 2013. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
F-15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 5.72
Transfer Agent Fees $ 4,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 2,000.00
Edgar filing fees $ 500.00
----------
Total $10,006.10
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and director is indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
II-1
Our bylaws provide that we will indemnify our directors and officer to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officer; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to 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, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 2,000,000 shares of our common stock to Oleksandr Bezuhlyi on February
10, 2012. Mr. Bezuhlyi is our President, Chief Executive Officer, Secretary and
our director. He acquired these 2,000,000 shares at a price of $0.001 per share
for total proceeds to us of $2,000.00.
These shares were issued pursuant to Regulation S of the Securities Act of 1933
(the "Securities Act").
We completed an offering of 1,680,000 shares of our common stock at a price of
$0.01 per share to the following 26 purchasers. These sales were done from
February 10, 2012 to May 3, 2012:
II-2
Name of Subscriber Number of Shares
------------------ ----------------
VALENTYNA GACH 70,000
TATYANA BEZUGLAYA 60,000
OLEKSANDR GALDETSKYI 70,000
VOLODYMYR BEZUHLYI 70,000
DMUTRO ORLOV 60,000
VALENTYNA CHORNAYA 60,000
EVGEN KOLEDA 60,000
ANDRIY CHORNYY 60,000
RADKA PRIBYLOVA 70,000
IRINA IVASHKEVICH 60,000
NATAL'YA KALYUZHNAYA 60,000
PAVEL KALYUZHNIY 60,000
VLASTISLAV JILICH 70,000
LARYSA CHORNA 60,000
MIROSLAV GERASIMENKO 60,000
MARINA PETRUS 60,000
TAMARA HANDYUK 70,000
ANAR MAMEDOV 70,000
VLADYSLAV OPLETA 40,000
VITALIY BOGDAN 70,000
ANDREY GILENKO 70,000
ARTUR ASATRYAN 70,000
RUSLAN KOVAL 70,000
IHOR PLUT 70,000
LARYSA NEHRESKO 70,000
LIUDMYLA NATSENKO 70,000
The total amount received from this offering was $16,800. We completed this
offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor did any other person
on our behalf to make direct selling efforts in the United States;
II-3
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion with consent to use
10.1 Contract for Wholesale Bedding Services *
23.1 Consent of KLJ & Associates, LLP
24.1 Power of Attorney (included in signature page)
----------
* Previously filed
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent post-effective
amendment, which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement;
Notwithstanding the forgoing, any increase or decrease in Volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
commission pursuant to Rule 424(b)if, in the aggregate, the changes in the
volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement.
II-4
2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant to the
provisions above, or otherwise, we have been advised 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. In the
event that a claim for indemnification against such liabilities is asserted our
director, officer, or other controlling person in connection with the securities
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration
statement relating to an offering, other than registration statements relying on
Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
referenced into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Batelov, Czech Republic,
on February 11, 2014.
Ketdarina Corp.
By: /s/ Oleksandr Bezuhlyi
-------------------------------------------------------
Oleksandr Bezuhlyi
President, Chief Executive Officer, Secretary
(Principal Executive, Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Oleksandr Bezuhlyi as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Ketdarina Corp., and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, grant unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Oleksandr Bezuhlyi President, Chief Executive February 11, 2014
----------------------------- Officer, Secretary,
Oleksandr Bezuhlyi Chief Accounting Officer,
Chief Financial Officer
and Director
II-6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion with consent to use
10.1 Contract for Wholesale Bedding Services *
23.1 Consent of KLJ & Associates, LLP
24.1 Power of Attorney (included in signature page)
----------
* Previously file
