Attached files
As filed with the Securities and Exchange Commission on March 18, 2015
Registration No. 333-199438
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(AMENDMENT NO. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NIMTECH CORP.
(Name of small business issuer in its charter)
Nevada 3990
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
str.100, Emirhan, 10/2, bld. A
Sanliurfa, Turkey
Phone: + 902129327067
E-mail:nimtechcorp@gmail.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BUSINESS FILINGS INCORPORATED.
311 S Division Street, Carson City, NV 89703
Tel: 608-827-5300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Scott Olson Attorney
274 Broadway
Costa Mesa, CA 92627
Phone: 310 985-1034
e-mail:sdoesq@gmail.com
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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
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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 per Share (1) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 9,000,000 $0.01 $90,000 $10.46
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (o) of the Securities Act.
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.
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PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. There is no
minimum purchase requirement for the offering to proceed.
NIMTECH CORP
9,000,000 SHARES OF COMMON STOCK
This is the initial offering of common stock of Nimtech Corp and no public
market currently exists for the securities being offered. We are offering for
sale a total of 9,000,000 shares of common stock at a fixed price of $ 0.01 per
share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The offering is being conducted on a self-underwritten, best
efforts basis, which means our President, Badria Alhussin, will attempt to sell
the shares. This Prospectus will permit our President to sell the shares
directly to the public, with no commission or other remuneration payable to her
for any shares she may sell. In offering the securities on our behalf, she will
rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1
under the Securities and Exchange Act of 1934.
The shares will be offered at a fixed price of $ 0.01 per share for a period of
two hundred and forty (240) days from the effective date of this prospectus. The
offering shall terminate on the earlier of (i) the close of business on the day
that is 240 days following the effective date of the registration statement,
unless the offering is extended by Nimtech Corp, or (ii) when the offering is
fully subscribed for.
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $ 0.01 Not Applicable $ 90,000
Total $ 0.01 Not Applicable $ 90,000
Nimtech Corp is a development stage company and has had very limited operations.
Any investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our
independent registered public accountant has issued an audit opinion for Nimtech
Corp which includes a statement expressing substantial doubt as to our ability
to continue as a going concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers
must remain current in their quarterly and annual filings with the SEC. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. We do not yet
have a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
We have not made any arrangements to place funds in an escrow, trust or similar
account. Accordingly, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds will become
part of the bankruptcy estate and administered according to the bankruptcy laws.
If a creditor sues us and obtains a judgment against us, the creditor could
garnish the bank account and take possession of the subscriptions. As such, it
is possible that a creditor could attach your subscription which could preclude
or delay the return of money to you. If that happens, you will lose your
investment and your funds will be used to pay creditors.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 9 BEFORE BUYING ANY SHARES
OF NIMTECH CORP'S COMMON STOCK.
NEITHER THE SEC 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.
SUBJECT TO COMPLETION, DATED _______, 2015
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 9
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 10
DILUTION 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 11
DESCRIPTION OF BUSINESS 16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 25
EXECUTIVE COMPENSATION 26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27
PLAN OF DISTRIBUTION 28
DESCRIPTION OF SECURITIES 29
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 30
INTERESTS OF NAMED EXPERTS AND COUNSEL 30
EXPERTS 30
AVAILABLE INFORMATION 31
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 31
INDEX TO THE FINANCIAL STATEMENTS 32
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "NIMTECH CORP" REFERS TO NIMTECH CORP THE FOLLOWING SUMMARY DOES NOT
CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE
ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON
STOCK.
NIMTECH CORP
We are a development stage company and our business is manufacture and
distribution of paper cup products. Nimtech Corp was incorporated in Nevada on
February 4, 2014. We intend to use the net proceeds from this offering to
develop our business operations (See "Description of Business" and "Use of
Proceeds"). To implement our plan of operations we require a minimum of $30,000
for the next twelve months as described in our Plan of Operations. Being a
development stage company, we have very limited operating history. After the
initial twelve month period we may need additional financing. If we do not
generate any revenue we may need a minimum of $15,000 of additional funding to
pay for ongoing advertising expenses and SEC filing requirements. We do not
currently have any arrangements for additional financing. Our principal
executive offices are located at str. 100, Emirhan, 10/2, bld. A, Turkey. Our
phone number is + 902129327067.
From inception (February 4, 2014) until the date of this filing, we have had
very limited operating activities. Our financial statements from inception
(February 4, 2014) through January 31, 2015, reports a gross profit of 1,505 and
a net loss of $(8,176). Our independent registered public accounting firm has
issued an audit opinion for Nimtech Corp which includes a statement expressing
substantial doubt as to our ability to continue as a going concern. To date, we
have developed our business plan, purchased one unit of equipment from
"Streamtown Commercial AG", who has agreed to supply us with paper cup forming
machines.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
THE OFFERING
The Issuer: NIMTECH CORP
Securities Being Offered: 9,000,000 shares of common stock.
Price Per Share: $0.01
Duration of the Offering: The shares will be offered for a period of two
hundred and forty (240) days from the effective
date of this prospectus. The offering shall
terminate on the earlier of (i) the date when the
sale of all 9,000,000 shares is completed, (ii)
when the Board of Directors decides that it is in
the best interest of the Company to terminate the
offering prior the completion of the sale of all
9,000,000 shares registered under the Registration
Statement of which this Prospectus is part. The
Company will deliver stock certificates
attributable to shares of common stock purchased
directly to the purchasers within ninety (90) days
of the close of the offering.
Gross Proceeds; $90,000
Securities Issued and
Outstanding: There are 3,500,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held by our director, Badria Alhussin
3
Subscriptions: All subscriptions once accepted by us are
irrevocable.
Registration Costs: We estimate our total offering registration costs
to be approximately $7,000.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from February 4, 2014 (Inception) to July 31, 2014.
FINANCIAL SUMMARY
July 31, 2014 ($)
-----------------
(Audited)
Cash 1,124
Fixed Assets 8,047
Total Assets 9,171
Total Liabilities 5,807
Total Stockholder's Equity 3,364
STATEMENT OF OPERATIONS
Accumulated From
February 4, 2014
(Inception) to
July 31, 2014 ($)
-----------------
(Audited)
Total Expenses 136
Net Loss for the Period (136)
Net Loss per Share (0.00)*
----------
* denotes a loss of less than $(0.01) per share.
The tables and information below are derived from our quarterly condensed
financial statements (unaudited) for the period from February 4, 2014
(Inception) to January 31, 2015.
FINANCIAL SUMMARY
January 31, 2015 ($)
--------------------
(Unaudited)
Cash 4,618
Inventory 180
Fixed Assets, net of accumulated depreciation 7,913
Total Assets 12,711
Total Liabilities 17,387
Total Stockholder's Equity (Deficit) (4,676)
STATEMENT OF OPERATIONS
Accumulated From
February 4, 2014
(Inception) to
January 31, 2015 ($)
--------------------
(Unaudited)
Revenues 1,925
Cost of Sales 420
General and administrative expense 9,681
Total Expenses 10,101
Net Loss for the Period (8,176)
Net Loss per Share (0.00)*
----------
* denotes a loss of less than $(0.01) per share.
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, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were incorporated on February 4, 2014 and to the date have been involved
primarily in organizational activities. We have commenced limited business
operations. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. Potential investors should be aware of the
difficulties normally encountered by new distribution companies and the high
rate of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the operations that we plan to undertake.
These potential problems include, but are not limited to, unanticipated problems
relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.
Prior to distribution of paper cup products, we anticipate that we will incur
increased operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if the
effectiveness of our business plan is not forthcoming, we will not be able to
continue business operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT HAS EXPRESSED SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Cutler & Co., LLC, our independent registered public accounting firm, has
expressed substantial doubt about our ability to continue as a going concern due
to our future being dependent upon our ability to obtain financing and upon
future profitable operations in the manufacturing and distribution of paper cup
products. Further, the finances required to fully develop our plan cannot be
predicted with any certainty and may exceed any estimates we set forth. This
opinion could materially limit our ability to raise additional funds by issuing
new debt or equity securities or otherwise. If we fail to raise sufficient
capital when needed, we will not be able to complete our business plan. As a
result we may have to liquidate our business and you may lose your investment.
You should consider our independent registered public accountant's comments when
determining if an investment in Nimtech Corp is suitable.
5
OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE
FINANCING.
We require minimum funding of approximately $30,000 to conduct our proposed
operations for a period of one year. If we are not able to raise this amount, or
if we experience a shortage of funds prior to funding we may utilize funds from
Badria Alhussin, our officer and director, who has informally agreed to advance
funds to allow us to pay for professional fees, including fees payable in
connection with the filing of this registration statement and operation
expenses. However, Mrs. Alhussin has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. After one year we may need
additional financing. If we do not generate any revenue we may need a minimum of
$15,000 of additional funding to pay for ongoing advertising expenses and SEC
filing requirements. We do not currently have any arrangements for additional
financing.
If we are successful in raising the funds from this offering, we plan to
commence activities to start our operations. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to start our
operations.
THE EFFECT OF THE RECENT ECONOMIC CRISIS MAY IMPACT OUR BUSINESS, OPERATING
RESULTS OR FINANCIAL CONDITIONS.
The recent global crisis has caused disruption and extreme volatility in global
financial markets and increased rates of default and bankruptcy, and has
impacted levels of consumer spending. These macroeconomic developments may
affect our business, operating results or financial condition in a number of
ways. For example, our potential customers may never start spending with us, may
have difficulty paying us or may delay paying us for previously purchased
services. A slow or uneven pace of economic recovery would negatively affect our
ability to start our distribution business and obtain financing.
BECAUSE WE WILL PURCHASE OUR RAW MATERIALS FROM OVERSEAS, A DISRUPTION IN THE
DELIVERY OF IMPORTED SUPPLIES MAY HAVE A GREATER EFFECT ON US THAN ON OUR
COMPETITORS.
We will import raw materials from our supplier from Panama. Because we keep a
minimum stock of raw materials at our warehouse, we believe that disruptions in
shipping deliveries may have a greater effect on us than on competitors who keep
a greater stock of raw materials and/or warehouse supplies in the Europe.
Deliveries of our raw materials may be disrupted through factors such as:
(1) raw material shortages, work stoppages, strikes and political unrest;
(2) problems with ocean shipping, including work stoppages and shipping
container shortages;
(3) increased inspections of import shipments or other factors causing
delays in shipments; and
(4) economic crises, international disputes and wars.
Most of our competitors warehouse large quantities of raw materials they import
from overseas, which allows them to continue delivering their products for the
near term, despite overseas shipping disruptions. If our competitors are able to
deliver products when we cannot, our reputation may be damaged and we may lose
customers to our competitors.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes large,
small and midsized companies, and many of them may sell similar paper cups in
our markets at competitive prices. Highly competitive environment could
materially adversely affect our business, financial condition, results of
operations, cash flows and prospects.
6
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT
MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
BECAUSE COMPANY'S HEADQUARTER AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES,
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 officers and
Director are non-U.S. resident and our headquarter and assets are located
outside the United States. Consequently, it may be difficult for investors to
affect service of process on them in the United States and to enforce in the
United States judgments obtained in United States courts against them based on
the civil liability provisions of the United States securities laws. Since all
our assets will be located outside U.S. it may be difficult or impossible for
U.S. investors to collect a judgment against us. As well, any judgment obtained
in the United States against us may not be enforceable in Turkey.
BECAUSE OUR OFFICERS AND DIRECTOR WILL OWN 28% OR MORE OF OUR OUTSTANDING COMMON
STOCK, IF MAXIMUM OFFERING SHARES ARE SOLD, THEY WILL MAKE AND CONTROL CORPORATE
DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
If maximum offering shares will be sold, Mrs. Alhussin, our director, will own
28 % of the outstanding shares of our common stock. Accordingly, they will have
significant influence in determining the outcome of all corporate transactions
or other matters, including the election of directors, mergers, consolidations
and the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. The interest of Mrs. Alhussin may differ
from the interests of the other stockholders and may result in corporate
decisions that are disadvantageous to other shareholders.
IF BADRIA ALHUSSIN, OUR PRESIDENT AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL
NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We extremely depend on the services of our president and director, Badria
Alhussin, for the future success of our business. The loss of the services of
Mrs. Alhussin could have an adverse effect on our business, financial condition
and results of operations. If she 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.
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
an investor's shares.
7
RISKS ASSOCIATED WITH THIS OFFERING
INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND.
Investors do not have the right to withdraw invested funds. Subscription
payments will be paid to Nimtech Corp and held on our corporate bank account if
the Subscription Agreements are in good order and the investor is accepted as an
investor by the Company. Therefore, once an investment is made, investors will
not have the use or right to return of such funds.
OUR PRESIDENT, MRS. ALHUSSIN DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
BEST-EFFORT OFFERING, AND OUR BEST EFFORT OFFERING DOES NOT REQUIRE A MIMIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.
Mrs. Alhussin does not have any experience conducting a best-effort offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $3,500,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. She will offer the
shares to friends, family members, and business associates; however, there is no
guarantee that she will be able to sell any of the shares. Unless she is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
8
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board. Market
makers are not permitted to begin quotation of a security whose issuer does not
meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Nimtech Corp and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
The estimated cost of this registration statement is $7,000. We will have to
utilize funds from Badria Alhussin, our officer and director, who has verbally
agreed to loan the company funds to complete the registration process. After the
effective date of this prospectus, we will be required to file annual, quarterly
and current reports, or other information with the SEC as provided by the
Securities Exchange Act. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. The costs
associated with being a publicly traded company in the next 12 month will be
approximately $7,000. If we are unable to generate sufficient revenues to remain
in compliance it may be difficult for you to resell any shares you may purchase,
if at all. Also, if we are not able to pay the expenses associated with our
reporting obligations we will not be able to apply for quotation on the OTC
Bulletin Board.
OUR OFFICERS AND DIRECTOR HAVE NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS
REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Badria Alhussin, our director, have
no experience managing a public company which is required to establish and
maintain disclosure controls and procedures and internal control over financial
reporting. As a result, we may not be able to operate successfully as a public
company, even if our operations are successful. We plan to comply with all of
the various rules and regulations, which are required for a public company.
However, if we cannot operate successfully as a public company, your investment
may be materially adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
9
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 33%, 66% and 100% respectively of the securities offered for sale by the
Company. There is no assurance that we will raise the full $90,000 as
anticipated.
Percentage of shares sold 33% 66$ 100%
------------------------- ------- ------- -------
Gross income $30,000 $60,000 $90,000
Number of paper cup forming
machines to be purchased 1 2 3
Legal and Professional fees $ 7,000 $ 7,000 $ 7,000
Lease expenses $ 6,000 $ 6,000 $ 6,000
Raw materials $ 3,000 $ 8,000 $12,000
Testing $ 1,000 $ 2,000 $ 3,000
Paper cup forming machines $ 8,000 $16,000 $24,000
Marketing $ 3,100 $15,000 $30,700
Website -- $ 2,000 $ 2,000
Salary $ 1,800 $ 2,700 $ 3,600
Other expenses $ 100 $ 800 $ 1,700
The above figures represent only estimated costs. We will establish a separate
bank account and all proceeds will be deposited into that account. If necessary,
Badria Alhussin, our president and director, has verbally agreed to loan the
company funds to complete the registration process. Also, these loans would be
necessary if the proceeds from this offering will not be sufficient to implement
our business plan and maintain reporting status and quotation on the OTC
Electronic Bulletin Board. Mrs. Alhussin will not be repaid from the proceeds of
this offering. There is no due date for the repayment of the funds advanced by
Mrs. Alhussin. Our director will be repaid from revenues of operations if and
when we generate revenues to pay the obligation.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.01 per share. This price is
significantly higher than the price paid by the Company's sole officer and
director for common stock since the Company's inception on February 4, 2014.
Badria Alhussin, the Company's sole officer and director, paid $0.001 per share
for the 3,500,000 shares of common stock she purchased from the Company.
Assuming the completion of the sale of all 9,000,000 shares of common stock in
this offering, there will be 12,500,000 shares of common stock outstanding. As
of January 31, 2015, the net tangible book value of our shares of common stock
was approximately ($0.0013) per share based upon 3,500,000 shares outstanding
and $(4,676) net tangible assets.
The following table illustrates per share of common stock dilution that may be
experienced by investors at various funding levels:
10
Percentage of funding 100% 75% 50% 25%
--------------------- ----------- ----------- ----------- -----------
Proceeds $ 90,000.00 $ 67,500.00 $ 45,000.00 $ 22,500.00
Offering Price per Share $ 0.01 $ 0.01 $ 0.01 $ 0.01
Shares Outstanding 12,500,000 10,250,000 8,000,000 5,750,000
Net Tangible Book Value per
Share prior to Offering $ (0.0008) $ (0.0008) $ (0.0008) $ (0.0008)
Increase per Share attributable
to Investors $ 0.0078 $ 0.0071 $ 0.0061 $ 0.0042
Pro Forma Net Tangible Book Value
per Share after Offering $ 0.0070 $ 0.0063 $ 0.0053 $ 0.0034
Dilution to Investors $ 0.0030 $ 0.0037 $ 0.0047 $ 0.0066
Dilution as a Percentage of
Offering Price 30% 37% 47% 66%
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our cash balance is $4,618 as of January 31, 2015. We believe our cash balance
is not sufficient to fund our limited levels of operations for any period of
time. We have been utilizing and may utilize funds from Badria Alhussin, our
Chairman and President, who has formally agreed to advance funds to allow us to
pay for offering costs, filing fees, and professional fees. Mrs. Alhussin,
however, has formal commitment, arrangement and legal obligation to advance or
loan funds to the company as described in Loan Agreement which is filed as
Exhibit 10.4. In order to implement our plan of operations for the next twelve
month period, we require a minimum of $30,000 of funding from this offering.
Being a development stage company, we have very limited operating history. After
the initial twelve month period we may need additional financing. We currently
have one arrangement for additional financing. Our principal executive offices
are located at str. 100, Emirhan, 10/2, bld. A, Turkey. Our phone number is
+902129327067.
We are a development stage company and have generated no revenue to the date.
Long term financing beyond the maximum aggregate amount of this offering will be
required to fully implement our business plan. The exact amount of funding will
depend on the scale of our expansion. We have not decided yet on the scale of
our expansion and on exact amount of funding needed for our long term financing.
If we do not generate any revenue we may need a minimum of $15,000 of additional
funding to run out business while we reassess our situation and decide on the
scale of our future expansion if any.
$15,000 is an estimate of the amount needed to continue operations assuming we
raise minimum of $30,000 but are unable to generate any revenue at the end of
the twelve month period described in our "Plan of Operation" below. $15,000 will
be used to pay for our reporting obligations ($7,000 per year), advertising
expenses and operating costs.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
expand operations but we cannot guarantee that once we expand operations we will
stay in business after doing so. If we are unable to successfully find customers
we may quickly use up the proceeds from this offering and will need to find
alternative sources. At the present time, we have made an arrangement with our
sole officer and director to raise additional cash, other than through this
offering, also we have sold our paper cups to the customer as described in
Description of Business section.
If we need additional cash and cannot raise it, we will loan funds from our sole
officer and director as described in Loan Agreement which is filed in Exhibit
10.4. Even if we raise $90,000 from this offering, it will last one year, but we
may need more funds to develop growth strategy, and we will have to revert to
obtaining additional money.
11
PLAN OF OPERATION
After the effectiveness of our registration statement by the Securities and
Exchange Commissions, we intend to concentrate our efforts on raising capital.
During this period, our operations will be limited due to the limited amount of
funds on hand. Upon completion of our public offering, our specific goal is to
profitably distribute our product. Our plan of operations following the
completion is as follows:
ESTABLISH OUR OFFICE
Month 1st - forward
Expenses: $0
Our president and director, Badria Alhussin will take care of our initial
administrative duties. And she is providing her home office for our company at
no charge. We hope that Mrs. Alhussin will continue to provide us such free
office space for the foreseeable future. We plan to purchase office equipment
locally on demand as we earn profits in our paper cup sales, although at this
time we cannot foresee such office equipment needs or associated costs.
ORDERING PAPER CUP FORMING MACHINES
Month 2nd
Expenses: $8,000 - $24,000
If we sell 1/3 of all shares in this offer, we will purchase a second paper cup
forming machine for the cost of $8,000, including costs for transportation,
customs and taxes. We have already purchased one machine, so if we raise
$30,000, we will be able to purchase one more. If we sell 2/3 of all shares we
will buy 2 machines for the price of $16,000 and if we sell 100% of all shares
we will buy 3 machines for the price of $24,000.
We are not planning to sell the one paper cup forming machine we have already
purchased. It will serve us an additional machine for paper cup manufacture and
be reserve equipment in case one of the machines purchased during operations
breaks down or will be serviced.
SUPPLIES
Months 2nd - 3rd
Expenses: $3,000 - $12,000
We will purchase raw materials from supplier of paper cup forming machines. We
plan to keep minimal stock of raw materials. Stock volume will vary from $3,000
to $12,000 depending on percentage of shares sold.
DEVELOP OUR WEBSITE
Months 4th - 5th
Expenses: $0 - $2,000
During this period, we intend to begin developing our website. (If we sell at
least 2/3 of the shares). Our president and director, Badria Alhussin will be in
charge of registering our web domain. We plan to hire a web designer to help us
with the design and develop our website. We do not have any written agreements
with any web designers at current time. The website development costs, including
site design and implementation will be $2,000. Updating and improving our
website will continue throughout the lifetime of our operations.
BEGIN MANUFACTURE PROCESS
Month: 5th
Expenses: depending on orders
We plan to start manufacturing paper cups after 4 months of preparation. We will
have service engineer, who will start manufacturing paper cups for our first
clients.
12
ESTABLISH RELATIONSHIP WITH POTENTIAL CLIENTS
Months 5th - 12th
Expenses: $0
We have already had negotiations with several companies in Turkey and many of
them were very much interested in our product. One company has already signed a
contract with us. We will continue negotiations with companies that had shown
interest in our product upon start of manufacture process. Besides that we
believe our marketing campaign will attract many more business partners, once we
start operations.
HIRE A SALESPERSON
Month 5th
We intend to hire one sales manager with experience and established network in
the catering industry. The salesperson's job would be to find new potential
customers and to sign agreements with our potential partners. Estimated salary
is 15% of monthly sales.
MARKETING
Months 6th - 12th
Expenses: $3,100 - $30,700
We will execute a multi-level marketing and advertising campaign, consisting of
visual advertising through direct mail, online marketing through our own
website, and coupons on group buying websites. We will also be active in social
media to raise awareness of our products. Upon raising 2/3 and more of intended
amount we shall advertise our product in media, on radio, TV and on billboards.
Such marketing action will raise awareness among people and increase wholesale
customers trust in our company. This is a proven, valid strategy in the price
competitive market that we are operating in. This strategy generates a repeated
customer base that will be critical to our long term success. We intend to spend
at least $3,100 if we raise $30,000 and maximum of $30,700 if we raise $90,000
on marketing efforts during the first year. Marketing is an ongoing matter that
will continue during the life of our operations.
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD
In summary, during 1st-5th months we should have established our office and
developed our website. After this point we should be ready to start more
significant operations and generate revenue. During months 6-12 we will be
developing our marketing campaign. There is no assurance that we will generate
any revenue in the first 12 months after completion our offering.
Badria Alhussin, our president will be devoting approximately twenty hours per
week to our operations. Once we expand operations, and are able to attract more
and more customers to buy our product, Mrs. Alhussin has agreed to commit more
time as required. Because Mrs. Alhussin will only be devoting limited time to
our operations, our operations may be sporadic and occur at times which are
convenient to her. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is very limited historical financial information about us upon which to
base an evaluation of our performance. We are in the start-up stage of
operations and have not generated any revenues. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
13
in the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in services
and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON FEBRUARY 4, 2014 TO JANUARY 31, 2015
During the period we incorporated the Company, prepared a business plan,
purchased one paper cup forming machine from "Streamtown Commercial AG", a
private enterprise, and generated some initial, limited sales. Our loss since
inception is $8,176.
Since inception, we have sold 3,500,000 shares of common stock to our sole
officer for net proceeds of $3,500.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2015, the Company had $4,618 cash and our liabilities were
$17,387, comprising $17,387 owed to Badria Alhussin, our president and director.
The available capital reserves of the Company are not sufficient for the Company
to remain operational.
Since inception, we have sold 3,500,000 shares of common stocks to our director,
at a price of $0.001 per share, for aggregate proceeds of $3,500.
We are attempting to raise funds to proceed with our plan of operation. We will
have to utilize funds from Badria Alhussin, our officer and director, who has
verbally agreed to loan the company funds to complete the registration process.
However, Mrs. Alhussin has no formal commitment, arrangement or legal obligation
to advance or loan funds to the company. Our current cash on hand will be used
to pay the fees and expenses of this offering. To proceed with our operations
within 12 months, we need a minimum of $30,000.We cannot guarantee that we will
be able to sell all the shares required to satisfy our 12 months financial
requirement. If we are successful, any money raised will be applied to the items
set forth in the Use of Proceeds section of this prospectus. We will attempt to
raise at least the minimum funds necessary to proceed with our plan of
operation. In a long term we may need additional financing. We do not currently
have any arrangements for additional financing. 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. There is no assurance that any additional
financing will be available or if available, on terms that will be acceptable to
us.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $7,000.
We are highly dependent upon the success of the private offerings of equity or
debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans,
which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with very
limited operations to the date, we would likely have to pay additional costs
associated with high risk loans and be subject to an above market interest rate.
At such time these funds are required, management would evaluate the terms of
such debt financing. If the Company cannot raise additional proceeds via a
14
private placement of its equity or debt securities, or secure a loan, the
Company would be required to cease business operations. As a result, investors
would lose all of their investment.
Management believes that current trends toward lower capital investment in
start-up companies, volatility in paper cup distribution market pose the most
significant challenges to the Company's success over the next year and in future
years. Additionally, the Company will have to meet all the financial disclosure
and reporting requirements associated with being a publicly reporting company.
The Company's management will have to spend additional time on policies and
procedures to make sure it is compliant with various regulatory requirements,
especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This
additional corporate governance time required of management could limit the
amount of time management has to implement is business plan and impede the speed
of its operations.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and a loan from our sole director. The carrying value of cash
and the Company's loan from director approximates their fair value due to their
short-term maturity.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
15
DESCRIPTION OF BUSINESS
GENERAL
Nimtech Corp was incorporated in the State of Nevada on February 4, 2014 with an
established year end of July 31. As of today, our Company does not have any
revenues, possess minimal assets and have incurred losses since our inception.
We are a development-stage company formed to manufacture paper cups using
automatic paper cup forming machines. To the date, we have developed a 12-month
business plan, have purchased one paper cup forming machine ATW-ZB318, and
signed the lease agreement as of January 8, 2014 coming into force March 1, 2015
for the term of 2 years with Ismail Kaya in Istanbul, Turkey, where we will
locate our paper cup forming machine. Nimtech Corp intends to position
themselves as a high-quality manufacturer of paper cups.
Our Company is looking into expanding its business in major cities of Turkey.
To date, we have entered into one contract for sales of our products with Paul
Cafeteria. We hope to enter into similar contracts with the following partners
in Turkey with whom we have had preliminary verbal discussions: Galata Konak
Cafe, Ozi Pizza and Pasta, Istanbul Pizza and Kebab House, Cengelkoy Cynaralty
and also small cafeterias in several shopping malls and entertainment centers.
We started looking for an equipment supplier and STREAMTOWN COMMERCIAL AG sells
paper cup forming machine that has attracted our attention.
We plan to purchase raw materials for making paper cups from the same supplier -
Streamtown Commercial AG as well.
Nimtech Corp is a development-stage company and has not generated any revenue
from operations to the date and it is possible that without financing, we may
not become profitable and will have to cease operations.
PRODUCT
Each day, there are more and more city cafes, malls and entertainment centers
with food courts, private products and meal delivery companies, open air cafes,
and automated snacks and drinks machines.
This has given us the idea to produce a product that would not only be
interesting, but essential, as the demand for high quality paper cups is
significantly high.
We want to produce disposable paper cups that will be bright and funny with
printed cartoons, graphics, etc., of different sizes, so that they are
memorable, high-quality and affordable.
Disposable paper tableware combines usability, availability and ecological
safety. Its advantages have made this product very popular. Many large companies
in the food industry have successfully used this product for safe and convenient
packing. The paper tableware application area is not limited to only selling
foods and drinks. It is also widely used for brand awareness, as well as the
promotion of products and services as an effective advertising vehicle. We can
find paper cups in many places - fast food restaurants and cafes, movie theaters
and restaurants and in many other public places.
The primary advantage of paper cups is their non-toxicity, utilization
simplicity and environmental safety.
TARGET MARKET
Our target market can be divided into two sections. One is wholesale customers,
which are cafeterias, fast-foods and cafes. This section is obviously the main
consumer of our product - disposable paper cups. We will be able to offer them a
good price and high quality at the same time, as well as a printed logo of their
company on the cups.
The other section will be private clients eager to brighten up any event with
some special things, such as customized dishware. We can customize cups for them
according to the peculiarity of the event, or use their own design.
16
MARKETS
We decided to begin our operations from Turkey. Istanbul seems to be most
favorable area for a business startup, as it has large flow of tourists and
therefore many outdoor cafes and fast-foods that will be interested in our
product. After we raise 66% of all necessary funding, we will expand to other
major cities of Turkey.
MARKETING
In the beginning of our operations, marketing will be conducted by our Director,
Badria Alhussin. We will launch an integrated marketing campaign that is
specifically developed to showcase the strengths of our business model and
products, as well as our guarantee of quality and satisfaction, and our value
proposition that offers more value to customers than any available alternatives.
By developing a strong reputation for exceptional style, quality and value, we
can be assured that our current customers will not have any reason to look
elsewhere for our products and readily recommend us.
We intend to design bright advertising leaflets in which we will emphasize
advertising placement opportunities on our product. Leaflets will be handed out
in large street cafe networks, as well as fast food networks in malls and
entertainment centers. These leaflets will motivate them via an opportunity to
advertise through prints on our paper cups, which will raise their brand
awareness and image. Besides, advertising on paper cups is widely used among big
companies during large-scale advertising campaigns, or for new product
announcement. We will prepare an offer for such companies and send it by mail
with advertising leaflets. This would pick an interest in our potential clients.
Upon raising 2/3 and more of intended amount we shall advertise our product in
media, on radio, TV and on billboards. Such marketing action will raise
awareness among people and increase wholesale customers trust in our company.
We have already identified the target market segment. We will execute a
multi-level marketing and advertising campaign, consisting of visual advertising
through direct mail, online marketing through our own website, and coupons on
group buying websites such as Groupon. We will also be active in social media to
raise awareness of our products.
We will then sign contracts with entertainment agencies that specialize in
events organization, so that they will be interested to offer our product to
their clients. All our partners in this area will be getting an agreed
percentage from sales. This will also give us an opportunity to advertise
ourselves among agencies and their clients, thereby raising customer awareness
of our high quality product.
EQUIPMENT
We have purchased a fully-automatic portable paper cup forming machine which
doesn't require high technical skills to complete the product manufacturing
process. The machine delivery set includes all necessary equipment and primary
products for machine installation and testing. The cost of one paper cup forming
machine is $8,000, including delivery, customs clearance and the equipment set.
The paper cup forming machine is not large and does not require any special
care, but is rather easy to operate and clean. To the date, we have already
purchased one paper cup forming machine, model ATW-ZB318.
Automated paper cup forming machine technical specifications:
Model Number: ATW-ZB318
Total power: 380v
Net weight: 1,350 kg
Dimensions: 2,500 * 1,200 * 1,400 mm
Production capacity: 45 - 55 pcs/min
17
Item: Paper cup forming machine ATW-ZB318
Import: Panama
Export: Turkey
Item cost: $5,000
Country of origin: China
Delivery and insurance expenses:
Delivery cost: $1,650
Insurance cost: $ 350
Total: $7,000
DTA: $ 0.00
VAT: $1,000
Total: unit, import, customs and taxes: $8,000
SUPPLIES
The raw materials necessary for all paper cups production are special laminated
paper that comes in rolls and toners for logo printing.
For the initial stage, we have a minimal stock of raw materials for the paper
cup production. We have just enough materials to test our machines and produce
some test samples for distribution among our potential clients and partners.
The cost of raw materials for production of 50 paper cups (set) will be
approximately $1.8 depending on the print and its size. The price of raw
materials will be less, as soon as we are able to purchase bigger volumes of the
raw materials.
FREIGHT
We will be shipping all paper cup forming machines together with the raw
materials from Panama to Turkey in the same manner that we did with our first
machine. All the necessary equipment and supplies are being bought from the same
manufacturer, which makes it simple for us to organize door-to-door deliveries.
CONTRACTS
As of June 25, 2014 we have entered into a contract of "Sale of Goods" where
Nimtech, Corp. (the "Seller") will sell Paul Cafeteria (the "Buyer") paper cups
for coffee and tea. Buyer shall make payment for the goods at the time when, and
at the place where, the goods are received by buyer. A copy of the Contract is
filed as exhibit 10.1 to this registration statement
We have signed a lease agreement as of January 8, 2014 commencing March 1, 2015
for the term of 2 years with Ismail Kaya in Istanbul, Turkey, where we will
locate our paper cup forming machine. There is a large 4-story building with
many premises available, so the owner is ready to provide us with a bigger
premise upon necessity. Property lease expenses are $500 per month; $6,000 of
annual lease.
A copy of the Lease Agreement is filed as exhibit 10.2 to this registration
statement.
Expansion of our business depends on the amount of obtained finance. We plan to
sell our product in major cities throughout Turkey that seem promising for our
kind of business, such as Izmir, Antalya and Adana and resort cities such as
18
Kemer, Belek, Alanya, Marmaris. We are not planning to rent another premise in
any of these cities for manufacturing purposes, as it will be cheaper for us to
have our paper forming machines in Istanbul and use delivery company services
for product shipping.
We will sign agreements with event agencies and sell our product to their
clients. We are ready to provide commission on sales up to 20%.
OFFICE
Our Director is providing her office for our company at no charge. We plan to
purchase office equipment locally on demand as we earn profits in our paper cup
sales.
REVENUE
1 paper cup forming machine makes 50 cups per one cycle. We intend to sell our
cups for $3.85 per 50 cups.
We do not require additional warehousing because all products will be going
directly to our distributors or wholesale customers from the manufacturer, and
this will substantially bring our cost down.
We will provide the following discounts depending on the amount of orders and at
the discretion of our Director
for regular customers - up to 10% off.
for wholesale clients - up to 40% off.
PERSONNEL
As for now, we don't have a service engineer to service and operate our machine.
Our President and Director, Badria Alhussin is performing all administrative
work in this period as it takes no more than 20 hours per week.
We may increase working hours up to 40 per week (full-time position) for the
service engineer if we purchase more paper cup forming machines.
We will open a position of sales manager, once we get more than one machine. The
sales manager will get 15% of monthly sales.
COMPETITION
Many obstacles exist in entering the market of paper dishware, and our
competition is significantly high. There are many local and international
companies providing a similar product. We will be in direct competition with
them. Many of these companies have a greater and wider client base than we do.
We may potentially lose our business because of such companies. Moreover, many
of these companies will be able to offer better prices for similar products,
which may cause us to lose potential clients.
Nimtech Corp has entered the market. We have signed a contract with Paul
Cafeteria. It has made its first purchase from us in January 2015. We also have
signed a new contract with PANDA DIS TICARET LTD and we have several more
companies ready to sign agreements with us. We have started the manufacture
process and now we will became one of many paper cup manufacturers. Almost every
our competitor has significantly more financial resources, as well as experience
and management skills. Therefore, we are in a competitively unfavorable position
to produce such a product and become a successful company in the paper cup
production and supply industry. Therefore, Nimtech Corp. may possibly not become
strong in this market.
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.
19
EMPLOYEES
We are a development stage company and currently have no employees, other than
our Director - Badria Alhussin, who will initially perform all works in the
production and organization of our business, besides part-time workers hired for
temporal and short-term works.
Our Director will be devoting approximately twenty hours per week to our
operations. Depending on the number of shares we will be able to sell in this
offer, she has agreed to commit more time as required.
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to our business in any
jurisdiction which we would conduct activities. We do not believe that these
regulations will have a material impact on the way we conduct our business.
FINANCE
We are planning to raise $90,000 through public offering. We have no guarantee
of obtaining the amount planned. The following is the list of estimated expenses
for the financial support of our business plan and operations.
Percentage of shares sold 33% 66% 100%
------------------------- ------- ------- -------
Gross income $30,000 $60,000 $90,000
Number of paper cup forming
machines to be purchased 1 2 3
Legal and Professional fees $ 7,000 $ 7,000 $ 7,000
Lease expenses $ 6,000 $ 6,000 $ 6,000
Raw materials $ 3,000 $ 8,000 $12,000
Testing $ 1,000 $ 2,000 $ 3,000
Paper cup forming machines $ 8,000 $16,000 $24,000
Marketing $ 3,100 $15,500 $30,700
Website -- $ 2,000 $ 2,000
Salary $ 1,800 $ 2,700 $ 3,600
Other expenses $ 100 $ 800 $ 1,700
The above figures represent only estimated costs.
12 MONTH PLAN OF OPERATION
Nimtech Corp. was incorporated to develop business in production and sales of
paper cups. We intend to sell 100% of shares and purchase 3 additional automated
paper cup forming machines.
We have chosen Istanbul, Turkey for our business startup and intend to expand to
other major cities in Turkey. We have already purchased one paper cup forming
machine and signed lease agreement with Ismail Kaya, Istanbul, Turkey, where we
will locate our paper cup forming machine.
Our President and director Badria Alhussin, will be devoting approximately 50%
of her time to our operations. Once we start manufacture process and are able to
attract more customers to buy our product, she has agreed to commit more time as
required. On the first stage of our development Badria Alhussin is ready to loan
money to Nimtech Corp. to cover initial administrative duties as described in
Loan Agreement which is files in Exhibit 10.4.
We believe we can satisfy our cash requirements during the next 12 months. Upon
completion of our public offering, our specific goal is to profitably sell our
products.
20
We may not sell all shares at once, therefore we provided for all possible ways
to do our business. If we sell 33% of shares in given offer, we purchase one
paper cup forming machine. We have already purchased one paper cup forming
machine with help of our director, who has lent us the necessary amount. We will
purchase another one, two or three machines if we sell 33%, 66% or 100% of
shares.
Minimum estimated amount necessary to start our business is $30,000. We need
assets to cover our costs for purchase and delivery of paper cup forming
machine, general business and administrative costs, marketing costs, raw
materials.
IF $30,000 RAISED
LEASING EXPENSES
Time frame: 1st month - forward.
Estimate cost: $6,000.
To the date, we have signed lease agreement as of January 8, 2014 coming into
force March 1, 2015 for the term of 2 years with Ismail Kaya, Istanbul, Turkey,
where we will place our first paper cup forming machine, and create storage
areas to store supplies and finished products.
Property lease expenses is $500 per month; annual lease is $6,000.
MACHINES FOR PAPER CUPS PRODUCTION, MODEL ATW-ZB318
Time frame: 2nd month.
Estimated cost: $8,000.
If we sell 33% of shares in this offer, we purchase one paper cup forming
machine for the cost of $8,000, including costs for transportation, customs and
taxes. Our director has covered expenses for purchase of our first machine
already, so if raising $30,000 we will be able to purchase one more.
SET UP AND TEST PAPER CUP FORMING MACHINE
Time Frame: 2nd - 3rd months.
Estimated Cost: $1,000.
The machine we purchased before has already been tested. Once we get second
machine, we plan to install and test it at our location. We will need to hire
professionals to work part time, such as electricians, mechanics and loaders. It
will cost us about $ 1,000.
SUPPLIES
Time frame: 2nd - 3rd months.
Estimate cost: $3,000
We plan to purchase minimal amount of raw materials necessary. The cost of raw
materials we will purchase if we raise $30,000 will be $3,000.
MARKETING
Time frame: 6th - 12th months.
Estimated cost: $3,100
Following table reflects promotional activities if $30,000 raised.
MARKETING
Leaflets, booklet, Internet advertising,
catalogues, other banners, landing
printed pages, groups in
advertisement social networks Free samples Total
------------- --------------- ------------ -----
$1,000 $1,100 $1,000 $3,100
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SALARY
Time frame: 5th - 12th months.
Estimated cost: $1,800
If we sell 33% of shares, we will hire service engineer for 20h/week to service
and operate our paper cup forming machines. Monthly rate is $300. His salary
will be $1,800 for 6 months.
OTHER EXPENSES
Estimated cost: $100
Other expenses consist of: phone calls, internet, employees hiring, office
expenses, cleaning.
TOTAL COST OF ALL OPERATIONS: $23,000
To implement our plan of operations ($23,000) and pay ongoing legal fee
associated with public offering ($7,000) we require a minimum of $30,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on marketing campaign and purchase of raw materials.
IF $60,000 RAISED
We suppose at this stage of development we will be ready for expansion. We
intend to sell our product in other major cities such as Izmir, Antalya and
Adana. Product delivery will be executed by local delivery company.
LEASING EXPENSES.
Time frame: 1st month - forward.
Estimate cost: $6,000.
To the date, we have signed lease agreement as of 01/08/2014 coming into force
March 1, 2015 for the term of 2 years with Ismail Kaya, Istanbul, Turkey, where
we will place our first paper cup forming machine, and create storage areas to
store supplies and finished products.
Property lease expenses is $500 per month; annual lease is $6,000.
MACHINES FOR PAPER CUPS PRODUCTION, MODEL ATW-ZB318
Time frame: 2nd month.
Estimated cost: $16,000.
If we sell 66% of shares in this offer, we purchase two paper cup forming
machines for the cost of $16,000, including costs for transportation, customs
and taxes. Our director has covered expenses for purchase of our first machine
already, so if raising $60,000 we will be able to purchase two more.
SET UP AND TEST PAPER CUP FORMING MACHINE
Time Frame: 2nd - 3rd months.
Estimated Cost: $2,000.
The machine we purchased before has already been tested. Once we get two more
machines, we plan to install and test them at our location. We will need to hire
professionals to work part time, such as electricians, mechanics and loaders. It
will cost us about $ 1,000 per one paper cup forming machine.
SUPPLIES
Time frame: 2nd - 3rd months.
Estimate cost: $8,000
We plan to purchase minimal amount of raw materials necessary. The cost of raw
materials we will purchase if we raise $60,000 will be $8,000.
WEBSITE.
Time frame: 4th - 5th months.
Estimated cost: $2,000
We will develop our e-commerce ready website with online store capabilities. Our
president and director, Badria Alhussin will be in charge of registering our web
domain. We plan to hire a web designer to help us with the design and
development of our website. We do not have any written agreements with any web
designers at current time. The website development costs, including site design
22
and implementation will be $2,000. Updating and improving our website will
continue throughout the lifetime of our operations.
MARKETING
Time frame: 6th - 12th months.
Estimated cost: $15,500
Following table reflects promotional activities if $60,000 raised.
MARKETING
Leaflets, booklet, Internet advertising, Advertising
catalogues, other banners, landing in media, on
printed pages, groups in radio, TV,
advertisement social networks Free samples billboards Total
------------- --------------- ------------ ---------- -----
$3,700 $5,300 $2,000 $4,500 $15,500
SALARY
Time frame: 5th - 12th months.
Estimated cost: $2,700
If we sell 66% of shares, we will hire service engineer for 30h/week to service
and operate our paper cup forming machines. Monthly rate is $450. His salary
will be $2,700 for 6 months.
OTHER EXPENSES
Estimated cost: $800
Other expenses consist of: phone calls, internet, employees hiring, office
expenses, cleaning.
TOTAL COST OF ALL OPERATIONS: $53,000
To implement our plan of operations ($53,000) and pay ongoing legal fee
associated with public offering ($7,000) we require a minimum of $60,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional paper cup forming machines and purchase of raw materials.
IF $90,000 RAISED
At this stage we will continue expansion and strengthen our position at existing
locations. We intend to sell our product in other major cities such as Izmir,
Antalya and Adana and also cover resort areas, such as Kemer, Belek, Alanya,
Marmaris. Product delivery will be executed by local delivery company.
LEASING EXPENSES.
Time frame: 1st month - forward.
Estimate cost: $6,000.
To the date, we have signed lease agreement as of 01/08/2014 coming into force
March 1, 2015 for the term of 2 years with Ismail Kaya, Istanbul, Turkey, where
we will place our first paper cup forming machine, and create storage areas to
store supplies and finished products.
Property lease expenses is $500 per month; annual lease is $6,000.
MACHINES FOR PAPER CUPS PRODUCTION, MODEL ATW-ZB318
Time frame: 2nd month.
Estimated cost: $24,000.
If we sell 100% of shares in this offer, we purchase three paper cup forming
machines for the cost of $24,000, including costs for transportation, customs
and taxes. Our director has covered expenses for purchase of our first machine
already, so if raising $90,000 we will be able to purchase three more.
23
SET UP AND TEST PAPER CUP FORMING MACHINE
Time Frame: 2nd - 3rd months.
Estimated Cost: $3,000.
The machine we purchased before has already been tested. Once we get three more
machines, we plan to install and test them at our location. We will need to hire
professionals to work part time, such as electricians, mechanics and loaders. It
will cost us about $1,000 per one paper cup forming machine.
SUPPLIES
Time frame: 2nd - 3rd months.
Estimate cost: $12,000
We plan to purchase minimal amount of raw materials necessary. The cost of raw
materials we will purchase if we raise $90,000 will be $12,000.
WEBSITE.
Time frame: 4th - 5th months.
Estimated cost: $2,000
We will develop our e-commerce ready website with online store capabilities. Our
president and director, Badria Alhussin will be in charge of registering our web
domain. We plan to hire a web designer to help us with the design and
development of our website. We do not have any written agreements with any web
designers at current time. The website development costs, including site design
and implementation will be $2,000. Updating and improving our website will
continue throughout the lifetime of our operations.
MARKETING
Time frame: 6th - 12th months.
Estimated cost: $30,700
Following table reflects promotional activities if $90,000 raised.
MARKETING
Leaflets, booklet, Internet advertising, Advertising
catalogues, other banners, landing in media, on
printed pages, groups in radio, TV,
advertisement social networks Free samples billboards Total
------------- --------------- ------------ ---------- -----
$5,700 $10,800 $2,700 $11,500 $30,700
SALARY
Time frame: 5th - 12th months.
Estimated cost: $3,600
If we sell 100% of shares, we will hire a service engineer for 40h/week to
service and operate our paper cup forming machines. Monthly rate is $600. His
salary will be $3,600 for 6 months.
OTHER EXPENSES
Estimated cost: $1,700
Other expenses consist of: phone calls, internet, employees hiring, office
expenses, cleaning.
TOTAL COST OF ALL OPERATIONS: $83,000
To implement our plan of operations ($83,000) and pay ongoing legal fee
associated with public offering ($7,000) we require a minimum of $90,000 as
described in our Plan of Operations. Any funds raised beyond this amount will be
spent on additional paper cup forming machines and purchase of raw materials.
24
We plan to implement our business plan as soon as funds from public offering
become available. The following table sets forth our 12-month budgeted costs
assuming the sale of 33%, 66% and 100% of shares, respectively. There is no
assurance that we will raise the full $90,000 as anticipated.
Percentage of shares sold 33% 66% 100%
------------------------- ------- ------- -------
Gross investment receipts $30,000 $60,000 $90,000
Number of paper cup forming
machines 1 2 3
Legal and Professional fees $ 7,000 $ 7,000 $ 7,000
Lease expenses $ 6,000 $ 6,000 $ 6,000
Raw materials $ 3,000 $ 8,000 $12,000
Testing $ 1,000 $ 2,000 $ 3,000
Paper cup forming machines $ 8,000 $16,000 $24,000
Marketing $ 3,100 $15,500 $30,700
Website -- $ 2,000 $ 2,000
Salary $ 1,800 $ 2,700 $ 3,600
Other expenses $ 100 $ 800 $ 1,700
The above figures represent only estimated costs.
In summary, during 1st-5th months we should have established our office,
developed our website and purchased equipment. After this point we should be
ready to start more significant operations and generate revenue. During months
6-12 we will be executing our marketing campaign. There is no assurance that we
will generate any revenue in the first 12 months after completion of our
offering.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Badria Alhussin 62 President, Secretary, Treasurer
str.100,Emirhan, 10/2, bld. A, Turkey and Director
BADRIA ALHUSSIN has acted as our President, Treasurer and sole Director since
our incorporation on February 4, 2014. Prior to this, from 2009-2013, Mrs.
Alhussin was chief sales manager in Inditex Company in Turkey with
responsibilities such as increasing business opportunities through various
routes to market, keeping up to date with products and competitors, implements
national sales programs by developing field sales action plans and others. From
2007-2009, Mrs. Alhussin worked as a sale manager in the same company before she
had held the position of chief sales manager. Inditex is one of the largest
fashion retail groups in the world with eight brands and over 6,460 stores in 88
markets. Badria Alhussin was born in Syria in 1952 in Edlib, Syria. Badria
earned Master Degree in Audit and Accounting in Damascus University.
During the past ten years, Mrs. Alhussin has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mrs.
Alhussin 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.
25
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 Mrs. Alhussin'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
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until her or his respective successor is elected and
qualified, or until she or he resigns or is removed in accordance with the
provisions of the Nevada Revised Statues. Our officers are appointed by our
Board of Directors and hold office until removed by the Board or until their
resignation.
The Company concluded that Mrs. Alhussin should serve as a director due to her
experience in product sale management.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Badria Alhussin, 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 her 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 exist which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by 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.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary (collectively,
the "Named Executive Officers") from inception on February 4, 2014 until January
31, 2015:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Badria February -0- -0- -0- -0- -0- -0- -0- -0-
Alhussin, 04, 2014
President and to January
Treasurer 31, 2015
There are no current employment agreements between the company and its officers.
26
Mrs. Alhussin currently devotes approximately twenty hours per week to manage
the affairs of the Company. She has 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.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the period from
February 4, 2014 (inception) to January 31, 2015:
Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Badria -0- -0- -0- -0- -0- -0- -0-
Alhussin
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Badria Alhussin will not be paid for any underwriting services that she performs
on our behalf with respect to this offering.
On June 5, 2014, we issued a total of 3,500,000 shares of restricted common
stock to Badria Alhussin, our president and director in consideration of $3,500.
Further, Mrs. Alhussin has advanced funds to us. As of January 31, 2015 and July
31, 2014, Mrs. Alhussin has advanced to us $17,387 and $5,807, respectively.
Mrs. Alhussin will not be repaid from the proceeds of this offering. There is no
due date for the repayment of the funds advanced by Mrs. Alhussin. Mrs. Alhussin
will be repaid from revenues of operations if and when we generate revenues to
pay the obligation. There is no assurance that we will ever generate revenues
from our operations. The obligation to Mrs. Alhussin does not bear interest.
There is no written agreement evidencing the advancement of funds by Mrs.
Alhussin or the repayment of the funds to Mrs. Alhussin. The entire transaction
was oral.
Mrs. Alhussin provides us with office space free of charge out of her home. We
hope that this arrangement will continue for the foreseeable future but we do
not have any verbal or written agreements in regards to this.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of January 31, 2015 and July
31, 2014 by: (i) each person (including any group) known to us to own more than
five percent (5%) of any class of our voting securities, (ii) our director, and
or (iii) our officer. Unless otherwise indicated, the stockholder listed
possesses sole voting and investment power with respect to the shares shown.
27
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Badria Alhussin 3,500,000 shares of 100%
str.100, Emirhan, common stock (direct)
10/2, bld. A, Turkey
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on January 31, 2015
and July 31, 2014. As of January 31, 2014 and July 31, 2014, there were
3,500,000 shares of our common stock issued and outstanding.
PLAN OF DISTRIBUTION
Nimtech Corp has 3,500,000 shares of common stock issued and outstanding as of
the date of this prospectus. The Company is registering an additional of
9,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.
In connection with the Company's selling efforts in the offering, Badria
Alhussin will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mrs. Alhussin is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Mrs. Alhussin will
not be compensated in connection with her participation in the offering by the
payment of commissions or other remuneration based either directly or indirectly
on transactions in our securities. Mrs. Alhussin is not, nor has she been within
the past 12 months, a broker or dealer, and she is not, nor has she been within
the past 12 months, an associated person of a broker or dealer. At the end of
the offering, Mrs. Alhussin will continue to primarily perform substantial
duties for the Company or on its behalf otherwise than in connection with
transactions in securities. Mrs. Alhussin will not participate in selling an
offering of securities for any issuer more than once every 12 months other than
in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
Nimtech Corp will receive all proceeds from the sale of the 9,000,000 shares
being offered. The price per share is fixed at $0.01 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved. However, sales by the
Company must be made at the fixed price of $0.01 until a market develops for the
stock.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will offer the shares to friends, family members, and
28
business associates. The Company's shares may be sold to purchasers from time to
time directly by and subject to the discretion of the Company. Further, the
Company will not offer its shares for sale through underwriters, dealers, agents
or anyone who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Company and/or the purchasers of the shares
for whom they may act as agents. The shares of common stock sold by the Company
may be occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.01 per share.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Nimtech Corp has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
Nimtech Corp will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $7,000.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of January 31, 2015 and July 31, 2014, there were
3,500,000 shares of our common stock issued and outstanding those were held by
one registered stockholder of record and no shares of preferred stock issued and
outstanding.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. Please refer to the Company's Articles of Incorporation,
Bylaws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
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.
29
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.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the effect of delaying or preventing a change in our control.
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.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, 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 (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, 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 a court of appropriate
jurisdiction. We will then be governed by the court's decision.
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, a substantial
interest exceeding $90,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Nimtech Corp or
any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
EXPERTS
The Law Offices of Scott Olson, PLLC, has rendered an opinion with respect to
the validity of the shares of common stock covered by this prospectus.
Cutler & Co., LLC, our independent registered public accounting firm, has
audited our financial statements for the period from February 4, 2014
(Inception) to July 31, 2014 and reviewed our unaudited financial statements for
the three and six month period ended January 31, 2015 and the period from
February 4, 2014 (Inception) to January 31, 2015 to the extent set forth in its
reports, which are included herein in reliance upon the authority of said firm
as experts in accounting and auditing.
30
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public through the SEC Internet
site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
FINANCIAL STATEMENTS
Our fiscal year end is July 31, 2014. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by us and audited by Cutler & Co., LLC
Our audited financial statements for the period from inception (February 4,
2014) to July 31, 2014 and the unaudited financial statements for the three and
six months ended January 31, 2015 and the period from inception (February 4,
2014) to January 31, 2015 immediately follow:
31
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of July 31, 2014 F-2
Statement of Operations for the period February 4, 2014 (inception)
to July 31, 2014 F-3
Statement of Changes in Stockholder's Equity for the period from
February 4, 2014 to July 31, 2014 F-4
Statement of Cash Flows for the period from February 4, 2014 (Inception)
to July 31, 2014 F-5
Notes to the Audited Financial Statements F-6
32
[LETTERHEAD OF CUTLER & CO., LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
Nimtech Corp.
Sanliurfa, Turkey
We have audited the accompanying balance sheets of Nimtech Corp. (a development
stage company) as of July 31, 2014 and the related statement of operations,
changes in stockholder's equity and cash flows for the period from February 4,
2014 (inception) to July 31, 2014. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nimtech Corp. as of July 31,
2014 and the related statement of operations and cash flows for the period from
February 4, 2014 (inception) to July 31, 2014 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company has suffered losses from operations since
Inception (February 4, 2014) and currently does not have sufficient available
funding to fully implement its business plan. These factors raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Cutler & Co LLC
----------------------------------
Arvada, Colorado
October 14, 2014
F-1
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JULY 31, 2014
July 31, 2014
-------------
ASSETS
Current Assets
Cash and cash equivalents $ 1,124
--------
Total Current Assets 1,124
Fixed Assets
Equipment 8,047
--------
Total Fixed Assets 8,047
--------
Total Assets $ 9,171
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Current Liabilities
Loan from director $ 5,807
--------
Total Current Liabilities 5,807
--------
Total Liabilities 5,807
Commitments and Contingencies
Stockholder's Equity
Common stock, par value $0.001; 75,000,000 shares
authorized, 3,500,000 shares issued and outstanding 3,500
Additional paid in capital --
Deficit accumulated during the development stage (136)
--------
Total Stockholder's Equity 3,364
--------
Total Liabilities and Stockholder's Equity $ 9,171
========
See accompanying notes to financial statements.
F-2
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
For the period from
February 4, 2014
(Inception) to
July 31, 2014
-------------
REVENUES $ --
OPERATING EXPENSES
General and Administrative Expenses 136
----------
TOTAL OPERATING EXPENSES 136
----------
NET LOSS FROM OPERATIONS (136)
PROVISION FOR INCOME TAXES --
----------
NET LOSS $ (136)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)*
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 1,127,119
==========
----------
* denotes a loss of less than $(0.01) per share.
See accompanying notes to financial statements.
F-3
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, February 4, 2014 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share on June 5, 2014 3,500,000 3,500 -- -- 3,500
Net loss for the period ended
July 31, 2014 -- -- -- (136) (136)
--------- ------- ------- ------- -------
Balance, July 31, 2014 3,500,000 $ 3,500 $ -- $ (136) $ 3,364
========= ======= ======= ======= =======
See accompanying notes to financial statements.
F-4
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
For the period from
February 4, 2014
(Inception) to
July 31, 2014
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (136)
Adjustments to reconcile net loss to net
cash (used in) operating activities: --
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (136)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (8,047)
--------
CASH FLOWS USED IN INVESTING ACTIVITIES (8,047)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 3,500
Loans from director 5,807
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 9,307
NET INCREASE IN CASH 1,124
Cash, beginning of period --
--------
Cash, end of period $ 1,124
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========
See accompanying notes to financial statements.
F-5
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
NIMTECH CORP. ("the Company", "we", "us" or "our") was incorporated in the State
of Nevada on February 4, 2014. We are a development-stage company formed to
manufacture and sell paper cup products. We have chosen Istanbul, Turkey for our
business startup and intend to expand to other major cities in Turkey We have
already purchased one paper cup forming machine and signed a lease agreement
with Ismail Kaya, Istanbul, Turkey, where we will locate our paper cup forming
machine.
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 and incurred
losses from February 1, 2014 through July 31, 2014. The Company currently has
capital working capital deficit, has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs over an
extended period of time and currently does not have the funding available to
implement its business plan. Accordingly, there is substantial doubt about the
Company's ability to continue as a going concern.
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 will 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 SIGNIFCANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America. The
Company's year-end is July 31.
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification and among the additional disclosures
required as a development stage company are that its financial statements were
identified as those of a development stage company, and that the statements of
operations, stockholders' deficit and cash flows disclosed activity since the
date of its inception (February 4, 2014) as a development stage company Although
the Company has recognized nominal amounts of revenue, it is still devoting
substantially all of its efforts on establishing the business. All losses
accumulated since Inception (February 4, 2014) have been considered as part of
the Company's development stage activities. Effective June 10, 2014 FASB changed
its regulations with respect to Development Stage Entities and these additional
disclosures are no longer required for annual reporting periods beginning after
December 15, 2014 with the option for entities to early adopt these new
provisions. The Company has not elected to early adopt these provisions and
consequently these additional disclosures are included in these financial
statements.
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.
F-6
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
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 $1,124 of cash
as of July 31, 2014.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair
value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company's loan from shareholder approximates
its fair value due to their short-term maturity.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and depreciated on the straight line
method over the estimated life of the asset, which is 5 - 7 years.
No depreciation was charged during the period from February 4, 2014 to July 31,
2014 as the equipment purchased by the Company during this period was not used
during the period.
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.
REVENUE RECOGNITION
The Company will recognize revenue in accordance with Accounting Standards
Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectability of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company will defer
any revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.
ADVERTISING COSTS
The Company's policy regarding advertising is to expense advertising when
incurred. The Company incurred advertising expense of $0 during the period from
February 4, 2014 (inception) to July 31, 2014.
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.
F-7
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
BASIC INCOME (LOSS) PER SHARE
The Company computes income (loss) per share in accordance with FASB ASC 260,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing net income (loss) available to common shareholders
by the weighted average number of outstanding common shares during the period.
Diluted income (loss) per share gives effect to all dilutive potential common
shares outstanding during the period. Dilutive loss per share excludes all
potential common shares if their effect is anti-dilutive.
For the period from February 4, 2014 (inception) to July 31, 2014 there were no
potentially dilutive debt or equity instruments issued or outstanding and any
such shares would have been excluded from the computation because they would
have been anti-dilutive as the Company incurred losses in these periods.
COMPREHENSIVE INCOME
Comprehensive income is defined as all changes in stockholders' equity
(deficit), exclusive of transactions with owners, such as capital investments.
Comprehensive income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign subsidiaries and unrealized gains (losses) on
available-for-sale securities. From our inception there were no differences
between our comprehensive loss and net loss.
RECENT ACCOUNTING PRONOUNCEMENTS
We have reviewed all the recently issued, but not yet effective, accounting
pronouncements and we do not believe any of these pronouncements will have a
material impact on the Company other than those relating to Development Stage
Entities as discussed above.
NOTE 4 - LOAN FROM DIRECTOR
In support of the Company's efforts and cash requirements, it may rely on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. There is no formal written commitment for continued
support by shareholders. Amounts represent advances or amounts paid in
satisfaction of liabilities. The advances are considered temporary in nature and
have not been formalized by a promissory note.
During the period from February 4, 2014 (Inception) to July 31, 2014, our sole
director has loaned to the Company $5,807.
The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $5,807 as of July 31, 2014.
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 5, 2014, the Company issued 3,500,000 shares of common stock to a
director for cash proceeds of $3,500 at $0.001 per share.
There were 3,500,000 shares of common stock issued and outstanding as of July
31, 2014.
F-8
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Contractual commitments
The Company has signed lease agreement as of January 8, 2014 coming into force
March 1, 2015 with Ismail Kaya, Istanbul, Turkey, for 2 year term, where we have
located our first paper cup forming machine. The premise allows us to place up
to 4 paper cup forming machines. According to the agreement we lease 50 square
meters of premises on the first floor of the building at Perpa Ticaret Merkezi,
B Blok, Kat: 9, No: 1524, Istanbul. The agreed annual rental fee is $6,000 for
the first year of lease and will be reduced to $5,400 for the second year of
lease. The agreement provides for lease extension for an additional one year
term upon written notice from the Company. At this time we do not have the
funding to meet the liability arising under this lease
TERMS: This term of lease is for 2 YEAR from March 01, 2015 to March 01, 2017
inclusive. Upon its expiration, this lease may be renewed under such terms and
conditions as my be mutually agreed upon by both parties, written notice of
intention to renew the lease shall be served to the LESSOR not later than seven
(7) days prior to the expiry date of the period herein agreed upon.
Litigation
We were not subject to any legal proceedings during the period from February 4,
2014 (Inception) to July 31, 2014 and No legal proceedings are currently pending
or threatened to the best of our knowledge.
NOTE 7 - INCOME TAXES
As of July 31, 2014, the Company had net operating loss carry forwards of
approximately $136 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which July 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:
July 31, 2014
-------------
Federal income tax benefit attributable to:
Current Operations $ 46
Less: valuation allowance (46)
--------
Net provision for Federal income taxes $ 0
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
July 31, 2014
-------------
Deferred tax asset attributable to:
Net operating loss carryover $ 46
Less: valuation allowance (46)
--------
Net deferred tax asset $ 0
========
F-9
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JULY 31, 2014
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $136 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 ASC 855-10 the Company has analyzed its operations from July
31, 2014 to the date these financial statements were issued, October 14, 2014
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-10
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
JANUARY 31, 2015
Report of Independent Registered Public Accounting Firm F-12
Condensed Balance Sheets as of January 31, 2015 (Unaudited) and
July 31, 2014 F-13
Condensed Statements of Operations for the three and six month
periods ended January 31, 2015 and for the period from February 4, 2014
(Date of Inception) to January 31, 2015 (Unaudited) F-14
Condensed Statements of Changes in Stockholder's Equity (Deficit)
for the period from February 4, 2014 (Date of Inception) to
January 31, 2015 (Unaudited) F-15
Condensed Statements of Cash Flows for the six month periods ended
January 31, 2015 and for the period from February 4, 2014
(Date of Inception) to January 31, 2015(Unaudited) F-16
Notes to the Condensed Unaudited Financial Statements F-17
F-11
[LETTERHEAD OF CUTLER & CO., LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of
Nimtech Corp.
Sanliurfa, Turkey
We have reviewed the accompanying balance sheet of Nimtech Corp. (a Development
Stage Company) as of January 31, 2015, and the related statements of operations,
changes in stockholders' equity (deficit) and cash flows for the three and six
months ended January 31, 2015 and for the period from Inception (February 4,
2014) to January 31, 2015. These financial statements are the responsibility of
the management of Nimtech Corp.
We have conducted our review in accordance with standards established by the
Public Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Because of the Company's current
status and limited operations there is substantial doubt about its ability to
continue as a going concern. Management's plans in regard to its current status
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty
/s/ Cutler & Co. LLC
---------------------------------
Cutler & Co. LLC
Wheat Ridge, Colorado
March 18, 2015
F-12
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
January 31, July 31,
2015 2014
-------- --------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 4,618 $ 1,124
Inventory 180 --
-------- --------
Total Current Assets 4,798 1,124
Fixed Assets
Equipment 8,047 8,047
Accumulated Depreciation (134) --
-------- --------
Total Fixed Assets 7,913 8,047
-------- --------
Total Assets $ 12,711 $ 9,171
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current Liabilities
Loan from director $ 17,387 $ 5,807
-------- --------
Total Current Liabilities 17,387 5,807
-------- --------
Total Liabilities 17,387 5,807
Shareholder's Equity (Deficit)
Common stock, par value $0.001; 75,000,000 shares authorized,
3,500,000 shares issued and outstanding 3,500 3,500
Additional paid-in capital -- --
Deficit accumulated during the development stage (8,176) (136)
-------- --------
Total Shareholder's Equity (Deficit) (4,676) 3,364
-------- --------
Total Liabilities and Shareholder's Equity (Deficit) $ 12,711 $ 9,171
======== ========
See accompanying notes to these condensed unaudited financial statements.
F-13
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015 AND
THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
For the period from
Three Months Six Months February 4, 2014
Ended Ended (Inception) to
January 31, January 31, January 31,
2015 2015 2015
---------- ---------- ----------
Revenues $ 1,925 $ 1,925 $ 1,925
Cost of Goods Sold (420) (420) (420)
---------- ---------- ----------
Gross Profit 1,505 1,505 1,505
Operating Expenses
General and administrative expenses 3,450 9,545 9,681
---------- ---------- ----------
Total Operating Expenses 3,450 9,545 9,681
---------- ---------- ----------
Net Loss From Operations (1,945) (8,040) (8,176)
Provision for Income Taxes -- -- --
---------- ---------- ----------
Net Loss $ (1,945) $ (8,040) $ (8,176)
========== ========== ==========
Net Loss Per Share: Basic and Diluted $ (0.00)* $ (0.00)*
========== ==========
Weighted Average Number of Common Shares
Outstanding: Basic and Diluted 3,500,000 3,500,000
========== ==========
----------
* denotes a loss of less than $(0.01) per share.
See accompanying notes to these condensed unaudited financial statements.
F-14
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
Deficit
Accumulated Total
Common Stock Additional during the Stockholders'
------------------- Paid-in Development Equity
Shares Amount Capital Stage (deficit)
------ ------ ------- ----- ---------
Inception, February 4, 2014 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share on June 5, 2014 3,500,000 3,500 -- -- 3,500
Net loss for the period ended
July 31, 2014 -- -- -- (136) (136)
--------- ------- ------- ------- -------
Balance, July 31, 2014 - audited 3,500,000 3,500 -- (136) 3,364
Net loss for the six months ended
January 31, 2015 -- -- -- (8,040) (8,040)
--------- ------- ------- ------- -------
Balance, January 31, 2015 - unaudited 3,500,000 $ 3,500 $ -- $(8,176) $(4,676)
========= ======= ======= ======= =======
See accompanying notes to these condensed unaudited financial statements.
F-15
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2015 AND
THE PERIOD FROM FEBRUARY 4, 2014 (INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
For the period from
For the Six Months February 4, 2014
Ended (Inception) to
January 31, January 31,
2015 2015
-------- --------
Cash flows from operating activities:
Net loss for the period $ (8,040) $ (8,176)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Depreciation 134 134
Changes in operating assets and liabilities:
Increase in the inventory (180) (180)
-------- --------
Cash flows used in operating activities (8,086) (8,222)
Cash flows from investing activities
Purchase of equipment -- (8,047)
-------- --------
Cash flows used in investing activities -- (8,047)
Cash flows from financing activities:
Proceeds from sale of common stock -- 3,500
Loans from director 11,580 17,387
-------- --------
Cash flows provided by financing activities 11,580 20,887
Net increase (decrease) in cash 3,494 4,618
Cash, beginning of the period 1,124 --
-------- --------
Cash, end of the period $ 4,618 $ 4,618
======== ========
Supplemental Cash Flow Information:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See accompanying notes to these condensed unaudited financial statements.
F-16
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015
AND THE PERIOD FROM FEBRUARY 4, 2014 (DATE OF INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
NIMTECH CORP. ("the Company", "we", "us" or "our") was incorporated in the State
of Nevada on February 4, 2014 ("Inception"). We are a development-stage company
formed to manufacture and sell paper cup products. We have chosen Istanbul,
Turkey for our business start-up and intend to expand to other major cities in
Turkey. We have already purchased one paper cup forming machine , signed a lease
agreement with Ismail Kaya, Istanbul, Turkey, where we will locate our paper cup
forming machine and have entered into our first sales contract .
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 has minimal revenues and has
incurred losses from February 4, 2014 through January 31, 2015. The Company
currently has a working capital deficit, has not completed its efforts to
establish a stabilized source of revenues sufficient to cover operating costs
over an extended period of time and currently does not have the funding
available to implement its business plan. Accordingly, there is substantial
doubt about the Company's ability to continue as a going concern.
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 will 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 SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America. The
Company's year-end is July 31.
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification and among the additional disclosures
required as a development stage company are that its financial statements were
identified as those of a development stage company, and that the statements of
operations, stockholders' deficit and cash flows disclosed activity since the
date of its inception (February 4, 2014) as a development stage company Although
the Company has recognized nominal amounts of revenue, it is still devoting
substantially all of its efforts on establishing the business. All losses
accumulated since Inception (February 4, 2014) have been considered as part of
the Company's development stage activities. Effective June 10, 2014 FASB changed
its regulations with respect to Development Stage Entities and these additional
disclosures are no longer required for annual reporting periods beginning after
December 15, 2014 with the option for entities to early adopt these new
provisions. The Company has not elected to early adopt these provisions and
consequently these additional disclosures are included in these financial
statements.
F-17
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015
AND THE PERIOD FROM FEBRUARY 4, 2014 (DATE OF INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
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.
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 $4,618 of cash
as of January 31, 2015.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair
value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company's loan from director approximates its
fair value due to their short-term maturity.
Property and Equipment
Property and equipment are stated at cost and depreciated on the straight line
method over the estimated life of the asset, which is 5 years.
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.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards
Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectability of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company will defer
any revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.
F-18
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015
AND THE PERIOD FROM FEBRUARY 4, 2014 (DATE OF INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
Advertising Costs
The Company's policy regarding advertising is to expense advertising when
incurred. The Company incurred advertising expense of $0 during the three and
six month periods ended January 31, 2015 and the period from February 4, 2014
(inception) to January 31, 2015.
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
The Company computes income (loss) per share in accordance with FASB ASC 260,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing net income (loss) available to common shareholders
by the weighted average number of outstanding common shares during the period.
Diluted income (loss) per share gives effect to all dilutive potential common
shares outstanding during the period. Dilutive loss per share excludes all
potential common shares if their effect is anti-dilutive.
During the three and six month periods ended January 31, 2015 and the period
from February 4, 2014 (inception) to January 31, 2015 there were no potentially
dilutive debt or equity instruments issued or outstanding and any such shares
would have been excluded from the computation because they would have been
anti-dilutive as the Company incurred losses in these periods.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity
(deficit), exclusive of transactions with owners, such as capital investments.
Comprehensive income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign subsidiaries and unrealized gains (losses) on
available-for-sale securities. During the three and six month periods ended
January 31, 2015 and the period from February 4, 2014 (inception) to January 31,
2015 there were no differences between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting
pronouncements and we do not believe any of these pronouncements will have a
material impact on the Company other than those relating to Development Stage
Entities as discussed above.
NOTE 4 - LOAN FROM DIRECTOR
In support of the Company's efforts and cash requirements, it may rely on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. There is no formal written commitment for continued
support by shareholders. Amounts represent advances or amounts paid in
satisfaction of liabilities. The advances are considered temporary in nature and
have not been formalized by a promissory note.
During the period from February 4, 2014 (Inception) to January 31, 2015, our
sole director has loaned to the Company $17,387. The loan is unsecured,
non-interest bearing and due on demand. The balance due to the director was
$17,387 as of January 31, 2015.
F-19
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015
AND THE PERIOD FROM FEBRUARY 4, 2014 (DATE OF INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 5, 2014, the Company issued 3,500,000 shares of common stock to a
director for cash proceeds of $3,500 at $0.001 per share.
There were 3,500,000 shares of common stock issued and outstanding as of January
31, 2015.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
CONTRACTUAL COMMITMENTS
The Company has signed a lease agreement as of January 8, 2014 coming into force
March 1, 2015 with Ismail Kaya, Istanbul, Turkey, for 2 year term, where we have
located our first paper cup forming machine. The premise allows us to place up
to 4 paper cup forming machines. According to the agreement we lease 50 square
meters of premises on the first floor of the building at Perpa Ticaret Merkezi,
B Blok, Kat: 9, No: 1524, Istanbul. The agreed annual rental fee is $6,000 for
the first year of lease and will be reduced to $5,400 for the second year of
lease. The agreement provides for a lease extension for an additional one year
term upon written notice from the Company. At this time we do not have the
funding to meet the liability arising under this lease
LITIGATION
We were not subject to any legal proceedings during the three month period ended
January 31, 2015or the period from February 4, 2014 (inception) to January 31,
2015 and no legal proceedings are currently pending or threatened to the best of
our knowledge.
NOTE 7 - INCOME TAXES
As of January 31, 2015, the Company had net operating loss carry forwards of
approximately $8,176 that may be available to reduce future years' taxable
income in varying amounts through 2035. Future tax benefits which 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:
January 31, 2015
----------------
Federal income tax benefit attributable to:
Current Operations $ 8,176
Less: valuation allowance (8,176)
--------
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:
January 31, 2015
----------------
Deferred tax asset attributable to:
Net operating loss carryover $ 2,780
Less: valuation allowance (2,780)
--------
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 $8,176 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.
F-20
NIMTECH CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2015
AND THE PERIOD FROM FEBRUARY 4, 2014 (DATE OF INCEPTION) TO JANUARY 31, 2015
(UNAUDITED)
NOTE 8 - SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations from
January 31, 2015 to the date these financial statements were issued, March 18,
2015 and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-21
PROSPECTUS
75,000,000 SHARES OF COMMON STOCK
NIMTECH CORP
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2015, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 10.46
Printing Expenses $ 89.54
Accounting Fees and Expenses $ 1,000.00
Auditor Fees and Expenses $ 2,000.00
Legal Fees and Expenses $ 2,500.00
Transfer Agent Fees $ 1,400.00
----------
TOTAL $ 7,000.00
==========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Section 78.7502 of the Nevada Corporate Law provides, in part, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by her in connection with such
action, suit or proceeding if she acted in good faith and in a manner she
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe her conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner she reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnity has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, we must indemnify her
against the expenses which such offer or director actually or reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On June 5, 2014, Nimtech Corp offered and
sold 3,500,000 share of common stock to our president and director, Badria
Alhussin, for a purchase price of $0.001 per share, for aggregate offering
proceeds of $3,500. Nimtech Corp made the offer and sales in reliance on the
exemption from registration afforded by Section 4(2) to the Securities Act of
1933, as amended (the "Securities Act"), on the basis that the securities were
offered and sold in a non-public offering to a "sophisticated investor" who had
access to registration-type information about the Company. No commission was
paid in connection with the sale of any securities an no general solicitations
were made to any person.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion re: Legality and Consent of Counsel *
10.1 Contract of sale of goods *
10.2 Lease agreement
10.3 Verbal agreement *
10.4 Loan agreement
10.5 Contract of sale of goods
10.6 Contract of sale of goods
10.7 Act of goods acceptance
23.1 Consent of Cutler & Co., LLC.
99.1 Subscription Agreement *
----------
* as previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Sanliurfa, Turkey on March 18,
2015.
NIMTECH CORP
By: /s/ Badria Alhussin
---------------------------------------
Name: Badria Alhussin
Title: President and Treasurer
(Principal Executive, Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Badria Alhussin
------------------------- President, Treasurer, Secretary March 18, 2015
Badria Alhussin and Director
(Principal Executive, Financial
and Accounting Officer)
II-
