UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 4 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

 

TOA OPTICAL TECH, INC.

(Exact name of registrant as specified in its charter)

Date: May 15, 2015

 

Delaware	5065	42-1778734
(State or Other Jurisdiction of Incorporation)	(Primary Standard Classification Code)	(IRS Employer Identification No.)

1-1-36, Nishiawaji,
Higashiyodogawa-ku Osaka 533-0031, Japan

info@toa-group.asia

Telephone: +81-6-6325-5035

 

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

 

Please send copies of all correspondence to:

 

ETN SERVICES, LLC

780 Reservoir Avenue, #123

Cranston, RI 02910

TELEPHONE: (401) 440-9533

FAX: (401) 633-7300

Email: teakwood5@cox.net

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

 

 

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

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|

 

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

 

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

 

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

 

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

 

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CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (2)
Common Stock, $0.0001 par value	68,000,000	$0.25	$17,000,000	$2,189.60

 

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

 

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

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

 

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PRELIMINARY PROSPECTUS 

  

TOA OPTICAL TECH, INC.

68,000,000 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

 

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

 

In this public offering we, “Toa Optical Tech, Inc.” are offering 8,000,000 shares of our common stock and our selling shareholders are offering 60,000,000 shares of our common stock.  We will not receive any of the proceeds from the sale of shares by the selling shareholders.  Shareholders may also sell their shares at market prices or in privately negotiated transactions if at such time are shares are quoted on the OTCBB and or OTCQB tier of the OTC marketplace. The offering is being made on a self-underwritten, “best efforts” basis.  There is no minimum number of shares required to be purchased by each investor.  The shares offered by the Company will be sold on our behalf by our President and CEO Tatsumi Shioya. Mr. Shioya is deemed to be an underwriter of this offering. He will not receive any commissions or proceeds for selling the shares on our behalf.  All of the shares being registered for sale by the Company will be sold at a fixed price of $0.25 per share for the duration of the Offering. If at any times our shares are quoted on the OTCBB shareholders may sell their own shares at prevailing market prices or at privately negotiated prices. Assuming all of the 8,000,000 shares being offered by the Company are sold, the Company will receive $2,000,000 in net proceeds. Assuming 6,000,000 shares (75%) being offered by the Company are sold, the Company will receive $1,500,000 in net proceeds. Assuming 4,000,000 shares (50%) being offered by the Company are sold, the Company will receive $1,000,000 in net proceeds. Assuming 2,000,000 shares (25%) being offered by the Company are sold, the Company will receive $500,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us.  There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our company’s business plan.  Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

 

*Mr. Abe, our controlling shareholder is also deemed to be an underwriter in this offering and will resell his shares at a fixed price for the duration of the offering.  

 

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

 

In their audit report dated September 19, 2014, our auditors have expressed substantial doubt as to our ability to continue as a going concern.

 

SHARES OFFERED		PRICE TO			SELLING AGENT		PROCEEDS TO
BY COMPANY		PUBLIC			COMMISSIONS		THE COMPANY
Per Share		$	0.25		Not applicable		$	0.25
Minimum Purchase		None			Not applicable		Not applicable
Total (8,000,000 shares)		$	8,000,000.00		Not applicable		$	2,000,000.00

 

SHARES OFFERED		PRICE TO			SELLING AGENT		PROCEEDS TO THE SELLING
BY SELLING SHAREHOLDERS		PUBLIC			COMMISSIONS		SHAREHOLDERS
Per Share		$	0.25		Not applicable		$	0.25
Minimum Purchase		None			Not applicable		Not applicable
Total (60,000,000 shares)		$	60,000,000.00		Not applicable		$	15,000,000.00

 

*Tatsumi Shioya owns 0% of the voting power of our outstanding capital stock.

*At this time our Director and Secretary, Hajime Abe owns approximately 71.1% of the voting power of our outstanding capital stock. After the offering, assuming all of his personal shares and those shares being offered on behalf of the company are sold, Mr. Abe will hold or have the ability to control approximately 59.5% of the voting power of our outstanding capital stock.

 

If at such time our shares are quoted on the OTCBB and or OTCQB the selling stockholders may sell their shares at prevailing market prices or at privately negotiated prices.

 

Prior to such time that shares of the shareholders mentioned herein are quoted on the OTCQB of the OTC Marketplace and or OTCBB, selling shareholders will sell their shares at a fixed price of $0.25 a share.

 

*Mr. Shioya does not intend to solicit any potential purchasers through oral solicitation and his participation in the offering will be limited to the activities set forth in Rule 3a4-1(a)(4)(iii) under the Exchange Act. Mr. Shioya plans to take a passive approach in the offering, only directly soliciting potential investors that are family, friends, and business acquaintances all of which will be done without oral solicitation, and only through the mailing of letters notifying such individuals of the Company’s offering. Should they then choose to invest Mr. Shioya will perform ministerial and clerical work involved in effecting any such transaction. Mr. Shioya will also perform the same ministerial and clerical work should other individuals come forth that would like to invest who discovered the offering through other means such as the internet, word of mouth, or other indirect means. It should be noted that Mr. Shioya will only be able to utilize written communication should he have written approval of another officer of the Company. In this case he will need to acquire the permission of the Company’s only other Officer, Secretary, Treasurer, CFO, and Director.

 

If all the shares are not sold in the company’s offering, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering, which the Company estimates at $30,000. The proceeds from the sale of the securities will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. All expenses incurred in this offering are being paid for by Hajime Abe, our Secretary, Treasurer, CFO and Director. There has been no public trading market for the common stock of Toa Optical Tech, Inc.

 

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

 

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

 

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

 

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

 

The date of this prospectus is May 15, 2015

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

 

 

TABLE OF CONTENTS

 

PART I PROSPECTUS	PAGE
PROSPECTUS SUMMARY	4
SUMMARY OF FINANCIAL INFORMATION	7
MANAGEMENT’S DISCUSSION AND ANALYSIS	7
RISK FACTORS	8
INDUSTRY OVERVIEW	15
FORWARD-LOOKING STATEMENTS	16
DESCRIPTION OF BUSINESS	16
USE OF PROCEEDS	18
DETERMINATION OF OFFERING PRICE	18
DILUTION	19
SELLING SHAREHOLDERS	20
PLAN OF DISTRIBUTION	21
DESCRIPTION OF SECURITIES	22
INTERESTS OF NAMED EXPERTS AND COUNSEL	23
REPORTS TO SECURITIES HOLDERS	23
DESCRIPTION OF FACILITIES	23
LEGAL PROCEEDINGS	24
PATENTS AND TRADEMARKS	24
DIRECTORS AND EXECUTIVE OFFICERS	24
EXECUTIVE COMPENSATION	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	27
PRINCIPAL ACCOUNTING FEES AND SERVICES	27
MATERIAL CHANGES	27
FINANCIAL STATEMENTS	F1-F14
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	28
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS	28
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES	29
ITEM 16. EXHIBITS TO FINANCIAL STATEMENTS	29
ITEM 17. UNDERTAKINGS	30
SIGNATURES	31

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

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

 

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PROSPECTUS SUMMARY

 

In this Prospectus, ‘‘TOA Optical,’’ “TOA Optical Tech, ”the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to TOA Optical Tech, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending July 31. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

 

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

 

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

 

All dollar amounts refer to US dollars unless otherwise indicated. 

 

The Company

 

TOA Optical Tech, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on July 22, 2013.

 

The Company is a start-up company and conducts a trading business through TOA HIKARI GIKEN CO., LTD., a Japan Corporation (“TOA Hikari”), which is our wholly owned subsidiary. Our business is engaged in a range of global business activities including the worldwide trade, distribution and sale of LED products.

 

TOA Hikari concentrates on the trade, distribution, and sale of LED lights to customers throughout Asia. 

 

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

 

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

 

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

 

We will receive proceeds from the sale of 8,000,000 shares of our common stock and intend to use the proceeds from this offering to begin implementing the business plan of our company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $30,000.00, are being paid for by Hajime Abe, our Secretary, Treasurer, CFO and Director. The maximum proceeds to us from this offering ($2,000,000) will satisfy our basic subsistence level, cash requirements for up to 24 months including legal and accounting costs associated with this offering, the costs associated with our continuous disclosure obligations, incidental expenses, and the cost of implementing the investigative aspects of our business plan, including identifying and securing additional sources of financing, consultants, operating equipment, marketing and facility. 75% of the possible proceeds from the offering by the company ($1,500,000) will satisfy our basic, subsistence level cash requirements for up to 18 months, while 50% of the proceeds ($1,000,0000) will sustain us for up to 12 months, and 25% of the proceeds ($500,000) will sustain us for up to six months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from the offering.  For example, we may determine that is it more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period. We do not have adequate funds to satisfy our working capital requirements for the next twelve months unless we can raise the $1,000,000. During the 12 months following the completion of this offering, we intend to implement our business and marketing plan.

 

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In their audit report dated September 19, 2014, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our Director, Secretary, Treasurer, and CFO Hajime Abe, may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan.

 

If we raise $1,000,000 it would still be insufficient to commercialize our business or develop our business strategy for any period more than 12 months.  Consequently, we may need to raise more money to implement our business plan over the next 12 months.

 

Our Offering

 

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 60,000,000 shares of Common Stock and 1,000,000 of Preferred Stock issued and outstanding. Through this offering we will register a total of 68,000,000 shares. These shares represent 8,000,000 additional shares of common stock to be issued by us and 60,000,000 shares of common stock by our selling stockholders. We may endeavor to sell all 8,000,000 shares of common stock after this registration becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.25 per share for the duration of the offering. The selling stockholders will also sell shares at a fixed price of $0.25 for the duration of the offering however, if at such time our shares are quoted on the OTCQB of the Over The Counter Marketplace “OTC” and or OTCBB the selling stockholders may sell their shares at prevailing market prices or at privately negotiated prices. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

 

*The primary offering on behalf of the company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholder’s will go directly to them, not the company. The same idea applies if the company approaches or is approached by investors who then subsequently decide to invest with the company. Those proceeds would then go to the company. Whomever the investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder’s will be utilized or given to the company.

 

*Mr. Abe, our controlling shareholder is also deemed to be an underwriter in this offering and will resell his shares at a fixed price for the duration of the offering.

 

*We will notify investors by filing an information statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.

 

Securities being offered by the Company	8,000,000 shares of common stock, at a fixed price of $0.25 offered by us in a direct offering. Our offering will automatically terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at our discretion terminate the offering at any time.
Securities being offered by the Selling Stockholders	60,000,000 shares of common stock, at a fixed price of $0.25 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times unless at any time our shares are quoted on the OTCQB tier of the Over The Counter Marketplace “OTC” and or OTCBB “Over the Counter Bulletin Board” which at such time shares may be sold at prevailing market prices or at which at such time thereafter they may sell any quantity of their shares during any period of time if seen fit. This offering will automatically terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at our discretion terminate the offering at any time.
Offering price per share	We and the selling shareholders will sell the shares at a fixed price per share of $0.25 for the duration of this Offering. The selling shareholders however, if at such time it occurs that our shares are quoted on the OTCQB of the OTC Marketplace and or the OTCBB “Over the Counter Bulletin Board” , may sell their shares at prevailing market prices or in privately negotiated transactions.
Number of shares outstanding before the offering of common stock	60,000,000 common shares are currently issued and outstanding.
Number of shares outstanding after the offering of common shares	68,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering.
The minimum number of shares to be sold in this offering	None.
Market for the common shares	There is no public market for the common shares. The price per share is $0.25
	We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
	The offering price for the shares will remain at $0.25 per share for the duration of the offering. If at such time it occurs that our shares are quoted on the OTC Marketplace, the selling stockholders may sell their shares at prevailing market prices or in privately negotiated transactions.

 

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Use of Proceeds	We intend to use the net proceeds to us for working capital, specifically, purchasing of products, marketing, developing new LED product lines, developing a customer base, recruiting, training and establishing of additional corporate sales agents and performance of financial strategies.
Termination of the Offering	This offering will automatically terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 68,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days or terminate the offering at any time.
Terms of the Offering	Our CEO, Tatsumi Shioya, will sell the 8,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis.
Subscriptions:	All subscriptions once accepted by us are irrevocable.
Registration Costs	We estimate our total offering registration costs to be approximately $30,000.
Risk Factors:	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 

Our officers & director, control persons and/or affiliates do not intend to purchase any Shares in this Offering.

 

Currently, our CEO owns 0% of the outstanding shares of common stock and preferred stock in the Company.

 

If all the Shares in this Offering are sold, Hajime Abe, our Secretary, Treasurer, CFO and Director will own approximately 59.5% of the voting power of our outstanding capital stock. However, if only 75% of his shares, 50% of his shares or 25% of his Shares in this Offering are sold, our Secretary, Treasurer, CFO, and Director will own 60.2%, 61.0% or 61.7%, respectively. 

 

*The “After Offering” percentages in the table below assumes Mr. Abe sells all of his personal shares of common stock but retains all of his shares of preferred stock. The voting power below takes into consideration his preferred shares of stock. Each one share of preferred stock has voting rights equivalent to 100 shares of common stock.

 

		Before	After offering
		offering	100%	75%	50%	25%
Common stock
	Number of shares outstanding	60,000,000	68,000,000	66,000,000	64,000,000	62,000,000
	Director and Officer ownership	13,690,000	0	0	0	0
	Percentage	22.8%	0.0%	0.0%	0.0%	0.0%
Series A Preferred stock (100 votes)
	Number of shares outstanding	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
	Director and Officer ownership	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
	Percentage	100.0%	100.0%	100.0%	100.0%	100.0%
Voting powers
	Number of voting powers	160,000,000	168,000,000	166,000,000	164,000,000	162,000,000
	Director and Officer voting powers	113,690,000	100,000,000	100,000,000	100,000,000	100,000,000
	Percentage	71.1%	59.5%	60.2%	61.0%	61.7%

 

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

 

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SUMMARY OF OUR FINANCIAL INFORMATION

  

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

 

The tables and information below are derived from our financial statements for the period from July 22, 2013 (Inception) to July 31, 2014 and for the period from August 1, 2014 to January 31, 2015.

 

 

		As of		As of		As of
		January 31, 2015		July 31, 2014		July 31, 2013
		(unaudited)		(audited)		(audited)
Cash and Deposits	$	1	$	-	$	-
Inventories	$	17,030	$	19,457	$	-
Prepaid expenses	$	-	$	-	$	2,000
TOTAL ASSETS	$	17,031	$	19,457	$	2,000
Account payables-Related Party	$	17,030	$	19,457	$	-
Loan from director	$	35,956	$	11,273	$	2,244
Other account payables	$	7,350	$	8,605	$	-
TOTAL LIABILITIES	$	60,336	$	39,335	$	2,244
Common stock	$	6,000	$	6,000	$	2,000
Preferred Stock	$	100	$	100	$	-
Additional paid-in capital	$	4,494	$	4,494	$	-
Deficit accumulated during the development stage	$	(52,642)	$	(30,591)	$	(4,244)
Foreign currency translation adjustment	$	(1,257)	$	119	$	-
TOTAL SHAREHOLDERS’ EQUITY	$	(43,306)	$	(19,878)	$	(2,244)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	17,031	$	19,457	$	-

 

Statement of operations – Consolidated base

 

		Six months		Year		Year
		Ended		Ended		Ended
		January 31, 2015		July 31, 2014		July 31, 2013
		(unaudited)		(audited)		(audited)
Revenues	$	-	$	-	$	-
Cost of revenues	$	-	$	-	$	-
Gross profit	$	-	$	-	$	-
Expenses	$	22,051	$	26,347	$	4,244
NET INCOME (LOSS)	$	(22,051)	$	(26,347)	$	(4,244)
NET INCOME(LOSS) PER SHARE	$	(0.00)	$	(0.00)	$	(0.00)

 

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

 

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

 

Emerging Growth Company

 

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

 

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

 

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

 

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

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Our Company operates through its wholly owned subsidiary, TOA Hikari Giken Co., Ltd., also referenced in this registration statement as “TOA Hikari”, which was initially formed as an Osaka, Japan Corporation on June 2, 2014.

 

TOA Hikari conducts a trade business that concentrates on the distribution, and sale of LED lighting units to customers throughout Asia. 

 

Currently our primary focus is on our product referred to as the “Special Surface LED Illuminator.”

 

This LED illuminator and module can be used for an array of purposes in which specialized lighting might be required. This unit can also solve several issues that have been previously pervasive amongst competitor lighting components such as lack of transparency, lack of lighting tones, limited color spectrum, limited tints, and poor illumination.

 

For the twelve months ended July 31, 2014, the Company had revenues of $0, cost of revenues of $0, expenses of $26,347 and net loss of $26,347 as compared to revenues of $0, cost of revenues of $0, expenses of $4,244 and net loss of $4,244 for the twelve months ended July 31, 2013. As of July 31, 2014, the Company has total assets of $19,457 and shareholders’ deficit of $19,878 as compared to total assets of $2,000 and shareholders’ deficit of $2,244 as of July 31, 2013.

The previous change in expenses, and net loss is attributed to the fact that the Company is now carrying out operations in purchasing and attempting to resell its LED products. Attributed to this are increased expenses that did not exist previously when the Company was not carrying out any specific business operations. For the period ending July 31, 2014, the Company purchased sample LED products for sales activities in the amount of $19,457 (2,000,000 JPY) from Optical Tech Co., Ltd.

As of July 31, 2014, the Company had no off-balance sheet arrangements.

For the six months ended January 31, 2015, the Company had revenues of $0, cost of revenues of $0, expenses of $22,051 and net loss of $22,051 as compared to revenues of $0, cost of revenues of $0, expenses of $1,098 and net loss of $1,098 for the six months ended January 31, 2014. As of January 31, 2015, the Company has total assets of $17,031 and shareholders’ deficit of $43,306 as compared to total assets of $0 and shareholders’ deficit of $847 as of January 31, 2014. The previous change in expenses, and net loss is attributed to the fact that the Company is now carrying out operations in purchasing and attempting to resell its LED products.

Our cash balance is $1 as of January 31, 2015. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Hajime Abe, our sole director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Hajime Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $1,000,000 of funding. Being a start-up company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

 

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

 

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

 

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

 

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

 

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RISK FACTORS

 

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

 

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

 

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

 

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

 

Risks Relating to Our Company and Our Industry

 

We will require additional funds in the future to achieve our current business strategy and our inability to obtain funding will cause our business to fail.

 

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

 

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

 

The Company, being a start-up Company has not generated any revenues since our inception in July 2013.

 

We are a start-up company. Our ability to continue as a going concern is dependent upon our ability to commence a commercially viable operation and to achieve profitability. Since our inception in July 2013, we have not generated any revenue, and currently have only limited operations. These factors raise substantial doubt about our ability to continue as a going concern. We may not be able to generate revenues in the future and as a result the value of our common stock may become worthless. There are no assurances that we will be successful in raising additional capital or successfully developing and commercializing our products and become profitable.

 

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

 

We were incorporated in Delaware in July of 2013. We have no significant assets or financial resources. The likelihood of our success must be considered in light of the expenses and difficulties in development of worldwide clients, customers, recruiting and keeping clients and/ or customers and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history we may not be profitable and we may not be able to generate sufficient revenues to meet our expenses and support our anticipated activities.

 

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Because we will obtain products from a company other than our own, a disruption in the delivery of LED products or materials may have a greater effect on us than on our competitors.

 

We have and will continue to purchase our LED products and materials from OPTICAL TECH. Deliveries of our products or materials that we use in further development (that we first purchase from them) may be disrupted through products shortages.

 

If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.

 

Currently, we rely heavily on the existence of OPTICAL TECH., as they are our exclusive supplier of LED products and materials for such components. Any financial or legal issues faced by OPTICAL TECH may greatly impact our business and cause a loss or complete loss in your investment.

 

Because all of our products, materials, and components come directly from OPTICAL TECH, if they face financial troubles such as bankruptcy, or legal disputes they may not be able to continue their normal course of business, leaving us with little or no LED products to deliver to our customers. If in the event that OPTICAL TECH was forced to cease operations due to bankruptcy or any other reason, we would be left without a supplier of LED products and or materials making it difficult if not impossible to continue operations. This would be extremely detrimental to us as we would be left with no product to sell to customers worldwide. This could cause a loss or complete loss in your investment if this were to occur.

 

Conflicts of interest may arise with respect to determining the terms and conditions of the transactions between TOA Hikari, Optical Tech and Singapore TOA Lighting.

 

At this time we do not have any agreements with or between TOA Hikari, Optical Tech or Singapore TOA Lighting. Tatsumi Shioya who is our President and CEO is also the owner of Optical Tech and Hajime Abe who is our Director is also the owner of Singapore TOA Lighting. Currently, we have no agreements concerning the terms and conditions for future transactions between any of the above mentioned entities. As a result, conflicts of interest may arise with respect to determining the terms and conditions for future sale of products and operations.

 

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 small, medium, and large scale manufacturers of lighting products, all of which may distribute similar LED units and at competitive prices. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

 

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to operate profitably. If we do not make a profit, we 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 the Company’s headquarters and assets are located outside the United States in Japan, investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon US Federal Securities Laws against the Company and its non-US resident officers and directors.

 

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

 

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We expect our quarterly financial results to fluctuate.

 

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

 

• Demand for our products;

• Our ability to retain existing customers or encourage repeat purchases;

• Our ability to manage our product inventory;

• General economic conditions;

• Advertising and other marketing costs;

• Costs of expanding to other LED products.

 

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

 

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

 

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

 

Our future success is dependent, in part, on the performance and continued service of Hajime Abe, our Secretary, Treasurer, CFO and Director. Without his continued service, we may be forced to interrupt or eventually cease our operations.

 

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

 

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

 

Hajime Abe, our Secretary, Treasurer, CFO and Director, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Hajime Abe to our company could negatively impact the development and implementation of our business. The other businesses which Hajime Abe conducts and operates are not in the LED distribution industry. Unless the other business interests, of which Mr. Hajime Abe is associated, expanded their businesses to include LED lighting distribution, they will not be or become a competitor to the Company. As it stands today these other businesses do not compete with the Company regarding distribution of LED lighting units.

 

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

 

Tatsumi Shioya, our President and CEO, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Tatsumi Shioya to our company could negatively impact the development and implementation of our business. The other businesses which Tatsumi Shioya conducts and operates are not in the LED lights distribution industry. Unless the other business interests of which Mr. Tatsumi Shioya is associated with expanded their businesses to include LED lights distribution, they could then become a competitor to the Company. As it stands today however, these other businesses do not compete with the Company regarding LED lighting distribution or have any intentions of doing so. Other business interests however, of Optical Tech Co., Ltd, a Japan Corporation may in fact affect our own business’s operating results. Currently, Optical Tech Co., Ltd. is our principal technology provider. If they ceased to serve as our provider of such LED technologies, it could negatively affect our business.

 

If Hajime Abe, or Tatsumi Shioya should resign or die, we will not have a Director, CEO or President, which could result in our operations suspending. If that should occur, you could lose your investment.

 

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

 

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 Our future success is dependent on our implementation of our business plan. We have many significant steps still to take.

 

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

 

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

 

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

 

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

 

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

 

Our sole Director, Hajime Abe, beneficially owns approximately or has the right to vote on 71.1% of our outstanding common stock and preferred stock in total. As a result, he will have the ability to control substantially all matters submitted to our stockholders for approval including:

 

• Election of our board of directors;

• Removal of any of our directors;

• Amendment of our Certificate of Incorporation or bylaws;

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

 

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

 

Because our current business partners are established by related parties, we have potential risks due to potential conflicts of interest.

 

Tatsumi Shioya who is President and CEO of the Company is also the owner, President and Director of Optical Tech Co., Ltd. and Hajime Abe who is Director and beneficial owner of the Company is also owner, President and Director of Singapore TOA Lighting PTE, Ltd. Each company is a vital partner to our Company and directly influences our operations. If a conflict of interest arises between any of the aforementioned Companies and our own Company due to the fact that related parties own the above entities, certain business decisions may negatively impact our own sales, operations, results, and other relevant matters leading to a decrease in the value of our overall stock and Company. This may negatively impact any investment made in our Company.

 

 

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 Our growth will place significant strains on our resources.

 

The Company is currently in the exploration stage, with only limited operations, and has generated no revenue since inception in July 2013. The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources. Moving forward, the Company's systems, procedures or controls may not be adequate to support the Company's operations and/or the Company may be unable to achieve the rapid execution necessary to successfully implement its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its operations, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

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

 

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

 

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

 

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

 

We currently do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting.

 

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

 

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Risks Relating to the Company’s Securities

 

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

 

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

 

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

 

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

 

Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock, of which 60,000,000 shares are issued and outstanding as of May 15, 2015. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

 

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Risks Relating to this Offering

 

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

 

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

 

Mr. Shioya does not intend to solicit any potential purchasers through oral solicitation and his participation in the offering will be limited to the activities set forth in Rule 3a4-1(a)(4)(iii) under the Exchange Act.

 

Mr. Shioya does not intend to solicit any potential purchasers through oral solicitation and his participation in the offering will be limited to the activities set forth in Rule 3a4-1(a)(4)(iii) under the Exchange Act. Mr. Shioya plans to take a passive approach in the offering, only directly soliciting potential investors that are family, friends, and business acquaintances all of which will be done without oral solicitation, and only through the mailing of letters notifying such individuals of the Company’s offering. Should they then choose to invest Mr. Shioya will perform ministerial and clerical work involved in effecting any such transaction. Mr. Shioya will also perform the same ministerial and clerical work should other individuals come forth that would like to invest who discovered the offering through other means such as the internet, word of mouth, or other indirect means. It should be noted that Mr. Shioya will only be able to utilize written communication should he have written approval of another officer of the Company. In this case he will need to acquire the permission of the Company’s only other Officer, Secretary, Treasurer and Chief Financial Officer Hajime Abe. Such limitations on Mr. Abe’s participation may severely limit the ability of investors to sell shares as part of the direct offering.

 

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

 

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

 

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

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

 

We may face difficulties and challenges as a result of the selling shareholders offering concurrently with our own offering of shares for sale. This may result in less proceeds to the Company.

The selling shareholders will be offering shares for sale at the same time as the Company. This may result in competition in selling shares and also a loss of potential investors whose proceeds as a result of purchasing shares, would have gone to the Company. This may have a negative effect on future business operations and performance of the Company.

 

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 OTCQB and OTCBB . The OTCQB and OTCBB are a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB, and OTCBB are not issuer listing services, markets or exchanges. Although the OTCBB and OTCQB do not have any listing requirements per se, to be eligible for quotation, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCBB and or OTCQB . 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 and or OTCQB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

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

The estimated cost of this registration statement is $30,000. We will have to utilize funds from Hajime Abe, our Chief Financial 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 OTCQB and or OTCBB . To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $35,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB and or OTCBB.

 

 

INDUSTRY OVERVIEW

 

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

 

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

 

LED Lighting industry

We may face difficulties and challenges as a result of the selling shareholders offering concurrently with our own offering of shares for sale. This may result in less proceeds to the Company.

The selling shareholders will be offering shares for sale at the same time as the Company. This may result in competition in selling shares and also a loss of potential investors whose proceeds as a result of purchasing shares, would have gone to the Company. This may have a negative effect on future business operations and performance of the Company.

 

Based on the McKinsey report, the global general lighting market in 2011 was a staggering $75.8 billion and is expected to grow to $114.8 billion by the year 2020. Additionally, the global lighting market is expected to undergo significant transition in the coming years. This change is going to be driven by the rapid adoption of energy efficient lighting products as a result of improved light quality and performance, lower total cost of ownership, greater focus on energy efficiency, increased regulatory requirements, banning inefficient lamps, as well as macroeconomic trends such as population growth and increasing urbanization. These changes are expected to accelerate the adoption of energy efficient, or non-incandescent, lighting technologies, primarily LEDs. According to McKinsey, the global LED market was $8.9 billion in 2011 and is forecasted to grow all the way to $81.2 billion by the year 2020, representing a 27.9% CAGR.

 

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FORWARD LOOKING STATEMENTS

 

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

 

 

DESCRIPTION OF BUSINESS 

Corporate History

 

The Company was originally incorporated with the name Prosperity Acquisition, Inc., under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business.

 

On December 3, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Prosperity Acquisition, Inc., entered into a Share Purchase Agreement with Hajime Abe, 1-1-36, Nishiawaji, Higashiyodogawa- ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transfered to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares.

 

Following the closing of the share purchase transaction, Hajime Abe owned a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of Prosperity Acquisition, Inc.

 

On December 3, 2013, Prosperity Acquisition, Inc. changed its name to TOA Optical Tech, Inc. and filed with the Delaware Secretary of State, a Certificate of Amendment.

 

On December 3, 2013, Mr. DeNunzio resigned as our President, Secretary, Treasurer and Director, such resignation is to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

 

On December 3, 2013, Mr. Hajime Abe was appointed as Secretary, Treasurer, and Director to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.

 

On December 3, 2013, Mr. Tatsumi Shioya was appointed as President and Chief Executive Officer (CEO), to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.

 

On February 13, 2014, the Company engaged MaloneBailey, LLP (“Malone”) of Houston, Texas, as its new registered independent public accountant.

 

On June 20, 2014, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director compensation.

 

On June 20, 2014, the Company issued 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director compensation.

 

On June 25, 2014, Mr. Hajime Abe entered into stock purchase agreements with approximately 504 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 46,305,000 shares of common stock in total to these individuals and received $4,630 as aggregate consideration.

 

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

 

On July 31, 2014, TOA Optical Tech, Inc. entered into a Stock Purchase Agreement with Hajime Abe. Pursuant to the Agreement, Hajime Abe, at the effective date transferred to TOA Optical Tech, Inc., 10 shares of the common stock of TOA Hikari which represents all of its issued and outstanding shares in consideration of 10,000 JPY ($97 USD). Following the closing of the share purchase transaction on July 31, 2014, TOA Optical Tech, Inc. gained a 100% interest in the issued and outstanding shares of TOA Hikari’s common stock. TOA Optical Tech, Inc. became the controlling shareholder of TOA Hikari. 

 

Business Information of TOA Hikari

 

TOA Hikari Giken Co., Ltd., also referenced in this registration statement as “TOA Hikari”, was initially formed as an Osaka, Japan Corporation on June 2, 2014.

 

TOA Hikari conducts a trade business that concentrates on the distribution of LED lights to customers throughout Asia. 

 

Outline of the Structure of Our Business

  

*Currently, we have no agreement(s) regarding the terms and conditions for the below transactions that we foresee taking place in the future. The terms and conditions described below are based on current assumptions and expectations.

 

 

 

 

As depicted in the diagram above TOA Hikari Giken Co., Ltd. is the wholly owned subsidiary of its parent company, TOA Optical Tech, Inc. TOA Hikari is responsible for procuring parts, technology and other elements that go into the production of LED lighting products, from OPTICAL TECH CO., LTD., a Japan Corporation (“Optical Tech”). In the future, with respect to the manufacturing of parts and materials, Optical Tech. plans to outsource production of these materials to outside manufacturers. The aforementioned materials will be transported by TOA Hikari via freighter to the assembling factory, located on the premises of Singapore TOA Lighting PTE, Ltd. where the LED units will be assembled.

 

The breakdown of the process in its entirety is discussed in further detail in the paragraphs to follow.

 

 Products and Service

 

Special Surface LED Illuminator and module

 

Currently our primary focus is on our product referred to as the “Special Surface LED Illuminator.”

 

This LED illuminator and module can be used for an array of purposes in which specialized lighting might be required. This unit can also solve several issues that have been previously pervasive amongst competitor lighting components such as lack of transparency, lack of lighting tones, limited color spectrum, limited tints, and poor illumination.

 

1) As of today we have developed large-sized LED illuminators that no other artisan or company has been able to develop in the nation of Japan thus far. The specifications of each type of LED unit that we have developed are as follows:

 

Type – 100w: Surface of illuminator 120mmφ (Custom made 150w)

Type -30w and 50w Surface of illuminator 60mmφ

 

2) We have been successful in creating high-powered illuminators by utilizing a combination of our Specialized Diffusing Chemicals in spite of surface illuminating difficulties that commonly exist in production of such devices.

 

Our illuminator can reduce color shading and also actualize even colored illumination in such devices. Additionally, we have been able to actualize an effective angle of 150 degrees in each component. This can greatly benefit an array of existing products and devices that are used everyday. Devices that require this type of illumination, in which there should be a consistent hue, saturation, and or standard of illumination, include, but are not limited to, street lights, road lights, mercury lights, and various pieces of medical equipment in which specialized lighting is necessary.

 

3) So far we have also actualized color rendering, something no other Company in Japan has been able to successfully carry out even in today’s advanced technological age.

 

We have adopted RGB elements which have strong repeatability of particular hues that make up a particular LED element. Additionally, we have actualized the repeatability of such colors and natural shadows. This is extremely beneficial as it can be a gateway to lighting systems used for food products in super markets, clothing sections in outlets, and equipment in medical facilities. Three images of the LED device that has been in development thus far can be seen below.

 

 

 

* It should be noted that thus far as of May 15, 2015 our products have been developed alongside OPTICAL TECH CO., LTD., a Japan Corporation (“OPTICAL TECH”) whose address is 3-10-7. Tsutsujigaoka, Miyagino-ku, Sendai-shi, Miyagi 983-0852, Japan. OPTICAL TECH has applied for a patent for the previous technology that has been described throughout and is the actual proprietary owner of the technology.

 

* OPTICAL TECH is the actual proprietary owner of the technology of our LED products. If at any time LED products are to be sold, we need the acceptance of OPTICAL TECH.

 

* Tatsumi Shioya who is President and CEO of the Company is also the owner, President and Director of Optical Tech.

 

* Hajime Abe who is Director and beneficial owner of the Company is also owner, President and Director of Singapore TOA Lighting PTE, Ltd.

 

Terms and conditions

 

The terms and conditions between TOA Hikari, OPTICA TECH and Singapore TOA Lighting PTE Ltd will be fixed by each specific transaction. At this time we do not have any agreements with Optical Tech and or Singapore TOA Lighting PTE Ltd.

  

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Process of Ordering, Delivery and Payment

 

 

 

 

(1) As displayed in the above diagram the process begins when the customer, also to be referred to herein as the “end user” orders a or several LED lighting unit(s) from TOA Hikari Giken, “TOA Hikari.”

 

(2) Following the purchase order, TOA Hikari contacts Singapore TOA Lighting PTE, who will be assembling the final product(s), in order to discover the exact quantity of parts required to build the necessary type of LED units. 

 

(3) Singapore TOA Lighting PTE then notifies TOA Hikari with a list of materials necessary for the production of the units ordered by the customer.

 

(4) Once the quantity and list of the parts necessary to assemble the final product(s) has been acquired by TOA Hikari, TOA Hikari places an order for the materials with Optical Tech Co. LTD.

 

*The above transactions will (in total) be completed in only a few days.

 

(5) After TOA Hikari places the order for the materials for the LED units, Optical Tech manufactures the parts and materials necessary for the final production of the devices. Next the materials are delivered by Optical Tech to Singapore TOA Lighting PTD where the materials are assembled. Following this Optical Tech sends invoices for the materials and parts to TOA Hikari Giken.

 

(6) After receiving the materials from Optical Tech, Singapore TOA Lighting PTD assembles and manufactures the final LED products and delivers them to the customer, “end user.” At this point Singapore TOA Lighting PTD sends an invoice to TOA Hikari which includes the amount of LED products built and the delivery costs associated with each product.

 

*Production time for 5,6 (in total) is about one month.

 

The remaining steps of the process are as follows after delivery of the product to the customer:

 

(7) Toa Hikari collects the payment from the end user.

(8) Toa Hikari makes the payment to Optical Tech.

(9) Toa Hikari makes the payment to the LED manufacturer, Singapore TOA Lighting PTD. This amount is offset by the LED materials and LED products.

 

Breakdown of Potential Revenue

 

* These figures are estimated and speculative. “Structure of Value Added” is the estimated percentage of work that goes into the development and production of each LED lighting unit by each associated Company, since not just one company contributes to its creation. The  breakdown in dollars represents the revenue each company will receive once a product is sold as this revenue stream is to be shared among contributing companies.

  

*Currently, we have no agreement(s) regarding the terms and conditions for the below transactions that we foresee taking place in the future. The terms and conditions described below are based on current assumptions and expectations.

 

		Process				Total
		Materials	Margin	Assembling	Margin	Price
		Optical Tech Co., Ltd.	TOA HIKARI GIKEN CO., LTD.	SINGAPORE TOA LIGHTING PTE, LTD.	TOA HIKARI GIKEN CO., LTD.	End User
Structure of Value Added		25%	10%	55%	10%	100%
Model Product		US$                      291	US$                      117	US$                      641	US$                      117	US$                   1,165
TOA Hikari's Profit per Product
	Revenues	US$                      291	US$                      117	US$                      641	US$                      117	US$                   1,165
	Cost of Revenues	US$                      291		US$                      641		US$                      932
	Gross Profit		US$                      117		US$                      117	US$                      233

 

*As of May 15, 2015, our revenues and cost of revenues were not generated.  

 

Employees

 

The Company has no full-time employees and four part-time employees as of May 15, 2015.

 

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

 

Competition

 

The industry in which TOA Hikari competes is highly competitive. Our main competitors are other LED manufacturers and trade companies all over the world. Moreover, all of our potential business partners, for supply of products and services could also be competitors. To ensure our competitiveness, we strive to continue to successfully acquire new customers and meet the changing needs of our customers and suppliers.

 

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

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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.

 

*Mr. Shioya will be selling shares of common stock on behalf of the Company. Mr. Shioya does not intend to solicit any potential purchasers through oral solicitation and his participation in the offering will be limited to the activities set forth in Rule 3a4-1(a)(4)(iii) under the Exchange Act. Mr. Shioya plans to take a passive approach in the offering, only directly soliciting potential investors that are family, friends, and business acquaintances all of which will be done without oral solicitation, and only through the mailing of letters notifying such individuals of the Company’s offering. Should they then choose to invest Mr. Shioya will perform ministerial and clerical work involved in effecting any such transaction. Mr. Shioya will also perform the same ministerial and clerical work should other individuals come forth that would like to invest who discovered the offering through other means such as the internet, word of mouth, or other indirect means. It should be noted that Mr. Shioya will only be able to utilize written communication should he have written approval of another officer of the Company. In this case he will need to acquire the permission of the Company’s only other Officer, Secretary, Treasurer, and Chief Financial Officer Hajime Abe.

 

The offering price per share is $0.25. The following table sets forth the uses of proceeds assuming the sale of 100%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $2,000,000 as anticipated.

 

If 8,000,000 shares (100%) are sold: 

Next 12 months

Planned Actions	Estimated Cost to Complete
Purchase products	$300,000
Locate and discover prospective buyers for our LED products	$100,000
Build relationships with strategic persons throughout Asia	$150,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$150,000
Recruit, train and establish additional corporate sales agents in Japan	$100,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$30,000
Transfer Agent Fees	$10,000
SEC Registration Fee	$20,000
Capital consultants fees	$20,000
FINRA and Market fees	$20,000
IR fees	$40,000
TOTAL	$1,000,000

  

Next 13-24 months

Planned Actions	Estimated Cost to Complete
Purchase products	$300,000
Locate and discover prospective buyers for our LED products	$100,000
Build relationships with strategic persons throughout Asia	$150,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$150,000
Recruit, train and establish additional corporate sales agents in Japan	$100,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$30,000
Transfer Agent Fees	$10,000
SEC Registration Fee	$20,000
Capital consultants fees	$20,000
FINRA and Market fees	$20,000
IR fees	$40,000
TOTAL	$1,000,000

  

If 4,000,000 shares (50%) are sold: 

Next 12 months

Planned Actions	Estimated Cost to Complete
Purchase products	$250,000
Locate and discover prospective buyers for our LED products	$20,000
Build relationships with strategic persons throughout Asia	$40,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$40,000
Recruit, train and establish additional corporate sales agents in Japan	$50,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$10,000
Transfer Agent Fees	$10,000
FINRA and Market fees	$20,000
TOTAL	$500,000

 

Next 13-24 months

Planned Actions	Estimated Cost to Complete
Purchase products	$250,000
Locate and discover prospective buyers for our LED products	$20,000
Build relationships with strategic persons throughout Asia	$40,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$40,000
Recruit, train and establish additional corporate sales agents in Japan	$50,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$10,000
Transfer Agent Fees	$10,000
FINRA and Market fees	$20,000
TOTAL	$500,000

 

If 2,000,000 shares (25%) are sold: 

Next 12 months

Planned Actions	Estimated Cost to Complete
Purchase products	$100,000
Locate and discover prospective buyers for our LED products	$10,000
Build relationships with strategic persons throughout Asia	$10,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$10,000
Recruit, train and establish additional corporate sales agents in Japan.	$20,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$10,000
Transfer Agent Fees	$10,000
FINRA and Market fees	$20,000
TOTAL	$250,000

 

Next 13-24 months

Planned Actions	Estimated Cost to Complete
Purchase products	$100,000
Locate and discover prospective buyers for our LED products	$10,000
Build relationships with strategic persons throughout Asia	$10,000
Negotiate and discuss the terms of the agreements with the prospective purchasers of our products	$10,000
Recruit, train and establish additional corporate sales agents in Japan.	$20,000
Perform financial strategies:
Auditor fees and expenses	$30,000
EDGAR fees	$30,000
Legal Fees and Expenses	$10,000
Transfer Agent Fees	$10,000
FINRA and Market fees	$20,000
TOTAL	$250,000

 

 The above figures represent only estimated costs for the next 24 months. If necessary, Hajime Abe, our Secretary, Treasurer, Chief Financial Officer 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 OTCQB and or OTCBB when/if our common stocks become eligible for trading on the OTCQB and or OTCBB . Hajime Abe will not be repaid from the proceeds of this offering by the Company. There is no due date for the repayment of the funds advanced by Hajime Abe. Hajime Abe will be repaid from revenues of operations if and when we generate revenues to pay the obligation.

 

DETERMINATION OF OFFERING PRICE

 

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

 

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

 

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Table of Contents

 

DILUTION

 

The price of the current offering is fixed at $0.25 per share. This price is significantly higher than the price paid by the Company’s officers for common equity since the Company issued 40,000,000 shares of restricted common stock valued at $4,000 and $0.0001 per share to Hajime Abe as director’s compensation on June 20, 2014.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

 

The dilution figures presented below relate to shares sold under the primary offering and not the secondary offering.

 

Existing Stockholders if 50% of Shares are Sold:
	Price per share	$	0.0001
	Net tangible book value per share before offering	$	0.0000
	Potential gain to existing shareholders	$	4,000,000
	Net tangible book value per share after offering	$	0.059
	Increase to present stockholders in net tangible book value per share
	after offering	$	0.059
	Capital contributions	$	0
	Number of shares outstanding before the offering		60,000,000
	Number of shares after offering assuming the sale of 50% of shares		64,000,000
	Percentage of ownership after offering		93.75%
Existing Stockholders if 100% of the Shares are Sold:
	Price per share	$	0.0001
	Net tangible book value per share before offering	$	0.0000
	Potential gain to existing shareholders	$	8,000,000
	Net tangible book value per share after offering	$	0.118
	Increase to present stockholders in net tangible book value per share
	after offering	$	0.118
	Capital contributions	$	0
	Number of shares outstanding before the offering		60,000,000
	Number of shares after offering assuming the sale of the maximum
	Number of shares		68,000,000
	Percentage of ownership after offering		88.24%
Purchasers of Shares in this Offering if 50% of Shares Sold
	Price per share	$	0.250
	Dilution per share	$	0.191
	Capital contributions	$	1,000,000
	Percentage of capital contributions by existing shareholders		0.00%
	Percentage of capital contributions by new investors		100.00%
	Number of shares after offering held by public investors		4,000,000
	Percentage of ownership after offering		6.25%
Purchasers of Shares in this Offering if all 100% Shares Sold
	Price per share	$	0.250
	Dilution per share	$	0.132
	Capital contributions	$	2,000,000
	Percentage of capital contributions by existing shareholders		0.00%
	Percentage of capital contributions by new investors		100.00%
	Number of shares after offering held by public investors		8,000,000
	Percentage of ownership after offering		11.76%

 

- 19 -  

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Table of Contents

 

SELLING SHAREHOLDERS

 

The shares being offered for resale by the selling stockholders consist of the 60,000,000 shares of our common stock held by 504 shareholders.

 

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 17, 2014 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 

Name of selling stockholder	Shares of Common stock owned prior to offering	Shares of Common stock to be sold	Shares of Common stock owned after offering (if all shares are sold)	Percent of common stock owned after offering (if all shares are sold)
HAJIME ABE	13,690,000	13,690,000	0	0.00%
HIDEO KATO	2,645,000	2,645,000	0	0.00%
KANJI HIROSE	2,000,000	2,000,000	0	0.00%
TAKAHIRO FUKUSHIMA	2,000,000	2,000,000	0	0.00%
TOKIKO SHIROSE	1,920,000	1,920,000	0	0.00%
SHINOBU TERUI	1,800,000	1,800,000	0	0.00%
SACHIKO AOTA	1,320,000	1,320,000	0	0.00%
KENJI SUZUKI	1,200,000	1,200,000	0	0.00%
FUMIE KATO	1,000,000	1,000,000	0	0.00%
MIEKO CHIDA	840,000	840,000	0	0.00%
KUMIKO MATSUMOTO	780,000	780,000	0	0.00%
TAKAO KAMADA	600,000	600,000	0	0.00%
KIKUKO SAKAI	600,000	600,000	0	0.00%
MISAKO SUZUKI	600,000	600,000	0	0.00%
YOKO MATSUDA	600,000	600,000	0	0.00%
KEIKO YAMAKI	600,000	600,000	0	0.00%
SACHIKO MAEHARA	500,000	500,000	0	0.00%
TOMOE HIGUCHI	420,000	420,000	0	0.00%
SHOKO ITO	400,000	400,000	0	0.00%
SAYOKO OSUGA	400,000	400,000	0	0.00%
MASANORI KUSANO	400,000	400,000	0	0.00%
REIKO KUSANO	400,000	400,000	0	0.00%
TOMIKO SASAHARA	400,000	400,000	0	0.00%
KAYOKO TATEUCHI	400,000	400,000	0	0.00%
KIYOKO NAKAJIMA	400,000	400,000	0	0.00%
MISAYO HISANAGA	400,000	400,000	0	0.00%
HIROKO HIROSE	400,000	400,000	0	0.00%
SEIICHI MINATO	400,000	400,000	0	0.00%
YAEKO IGARI	300,000	300,000	0	0.00%
YOSHIKO ITOI	300,000	300,000	0	0.00%
MEGUMI KIMURA	300,000	300,000	0	0.00%
HIROKO JONO	300,000	300,000	0	0.00%
KAZUKO SUGAWARA	300,000	300,000	0	0.00%
REIKO SUZUKI	300,000	300,000	0	0.00%
MASAMI FUJIMURA	300,000	300,000	0	0.00%
YOSHIO MORITA	300,000	300,000	0	0.00%
KEIKO HIGASHIDA	280,000	280,000	0	0.00%
KUMI HISAOKA	280,000	280,000	0	0.00%
KAZUO HISANAGA	280,000	280,000	0	0.00%
TAMIJI SUZUKI	220,000	220,000	0	0.00%
FUTORU NEMOTO	220,000	220,000	0	0.00%
MASATO HISAOKA	220,000	220,000	0	0.00%
KAZUKO ARIMOTO	200,000	200,000	0	0.00%
TORU IKENISHI	200,000	200,000	0	0.00%
CHISAKO ISHIDA	200,000	200,000	0	0.00%
FUSAKO IDEMOTO	200,000	200,000	0	0.00%
YUTAKA ITO	200,000	200,000	0	0.00%
SHOKO UEMURA	200,000	200,000	0	0.00%
ATSUNOBU USHIROGATA	200,000	200,000	0	0.00%
MIEKO EBI	200,000	200,000	0	0.00%
MIEKO KAWABATA	200,000	200,000	0	0.00%
YOSHINORI KIDA	200,000	200,000	0	0.00%
YASUYO KIHARA	200,000	200,000	0	0.00%
MATSUE KIMURA	200,000	200,000	0	0.00%
MARI KONO	200,000	200,000	0	0.00%
SUEKO KOGA	200,000	200,000	0	0.00%
YOSHIKO GOTO	200,000	200,000	0	0.00%
NORIKO KOBUNE	200,000	200,000	0	0.00%
MORIO SAKAI	200,000	200,000	0	0.00%
HIROMI SASAKI	200,000	200,000	0	0.00%
AKIHIKO SATO	200,000	200,000	0	0.00%
KUNIHIKO SATO	200,000	200,000	0	0.00%
MASAKO SHIOZAKI	200,000	200,000	0	0.00%
MUNEO SHIROISHITA	200,000	200,000	0	0.00%
SHUN SEKIOKA	200,000	200,000	0	0.00%
YUKIKO TAKEYAMA	200,000	200,000	0	0.00%
TAEKO TATEISHI	200,000	200,000	0	0.00%
HIROKO TANIGUCHI	200,000	200,000	0	0.00%
KAZUYUKI TAMURA	200,000	200,000	0	0.00%
SACHIKO TOMINAGA	200,000	200,000	0	0.00%
TAKAYUKI TOMINAGA	200,000	200,000	0	0.00%
YOSHIHARU NAKAMA	200,000	200,000	0	0.00%
MASAMI NITTA	200,000	200,000	0	0.00%
KEIKO HARA	200,000	200,000	0	0.00%
NORIAKI HARADA	200,000	200,000	0	0.00%
DAI HISAOKA	200,000	200,000	0	0.00%
MIYOKO FUKAI	200,000	200,000	0	0.00%
KIYOMI FUKUMOTO	200,000	200,000	0	0.00%
HIROKO FURUTANI	200,000	200,000	0	0.00%
HIROKO HOSHI	200,000	200,000	0	0.00%
MINEKO MASATANI	200,000	200,000	0	0.00%
EMIKO MATSUOKA	200,000	200,000	0	0.00%
SETSUKO MURANAKA	200,000	200,000	0	0.00%
EIKO MORI	200,000	200,000	0	0.00%
KAZUKO YAMASAKI	200,000	200,000	0	0.00%
HAJIME ISHIZUKA	180,000	180,000	0	0.00%
YOSHIE ENDO	160,000	160,000	0	0.00%
SAYO TOKUNAGA	160,000	160,000	0	0.00%
HIROKO YAHASHI	160,000	160,000	0	0.00%
TOSHIAKI NISHIMURA	140,000	140,000	0	0.00%
HITOMI ADACHI	120,000	120,000	0	0.00%
MOMOYO TANAKA	120,000	120,000	0	0.00%
SACHIE NOBUSUNA	120,000	120,000	0	0.00%
MIWAKO ABE	100,000	100,000	0	0.00%
MARUMI IZUMI	100,000	100,000	0	0.00%
YOSHIE INOE	100,000	100,000	0	0.00%
TERUYO OI	100,000	100,000	0	0.00%
MICHIAKI OI	100,000	100,000	0	0.00%
KIKU ONUMA	100,000	100,000	0	0.00%
SACHIKO ONO	100,000	100,000	0	0.00%
HIROMI KAITO	100,000	100,000	0	0.00%
YOSHIHIRO KANAYA	100,000	100,000	0	0.00%
HIROKO KANEKO	100,000	100,000	0	0.00%
AKIHIRO KAWATA	100,000	100,000	0	0.00%
SACHIKO KAWATA	100,000	100,000	0	0.00%
TERUKO KAWAMURA	100,000	100,000	0	0.00%
TOMIKA KAWAMURA	100,000	100,000	0	0.00%
KAZUNARI KURAHASHI	100,000	100,000	0	0.00%
SHIGEKO KOBAYASHI	100,000	100,000	0	0.00%
MIYOKO KOYAMA	100,000	100,000	0	0.00%
YUKIKO KONNO	100,000	100,000	0	0.00%
YOSHISHIGE SATO	100,000	100,000	0	0.00%
HIDEKO SUEMASA	100,000	100,000	0	0.00%
MASAKI SUGAWARA	100,000	100,000	0	0.00%
AIKO SUZUKI	100,000	100,000	0	0.00%
CHIEKO TAKASU	100,000	100,000	0	0.00%
MIYOKO TAKA	100,000	100,000	0	0.00%
MOTOKO TAKEMOTO	100,000	100,000	0	0.00%
EIZO TANAKA	100,000	100,000	0	0.00%
TAKAYO TAMARU	100,000	100,000	0	0.00%
SUZUO TSUJIMOTO	100,000	100,000	0	0.00%
EMIKO NAGAO	100,000	100,000	0	0.00%
KINEKO NAKAJIMA	100,000	100,000	0	0.00%
YOKO NIIDA	100,000	100,000	0	0.00%
KATSUKO HANAI	100,000	100,000	0	0.00%
SUSUMU HAYASAKA	100,000	100,000	0	0.00%
MIKA HAYASAKA	100,000	100,000	0	0.00%
AIKO FUJII	100,000	100,000	0	0.00%
TOSHI FUJIWARA	100,000	100,000	0	0.00%
MARIKO MURATA	100,000	100,000	0	0.00%
FUJIKO YAMAUCHI	100,000	100,000	0	0.00%
YASUNORI YAMAUCHI	100,000	100,000	0	0.00%
YOSHIYUKI YAMAGUCHI	100,000	100,000	0	0.00%
HIROSHI YAMASHITA	100,000	100,000	0	0.00%
KATSUKO WATANABE	100,000	100,000	0	0.00%
MIEKO IKEDA	80,000	80,000	0	0.00%
RITSUO NAKACHI	60,000	60,000	0	0.00%
HIDEKO IGAKI	40,000	40,000	0	0.00%
YUKI IWASHITA	40,000	40,000	0	0.00%
MASAKO OHORI	40,000	40,000	0	0.00%
MARIKO OKAMOTO	40,000	40,000	0	0.00%
TAKAKO KISHI	40,000	40,000	0	0.00%
HIROKO SUDA	40,000	40,000	0	0.00%
MOMOKO TAKAHASHI	40,000	40,000	0	0.00%
MIEKO TANIKAWA	40,000	40,000	0	0.00%
HISAYO NATSUME	40,000	40,000	0	0.00%
JUNKO MORI	40,000	40,000	0	0.00%
TAKAKO YOSHIDA	40,000	40,000	0	0.00%
CHIEKO FUJIHARA	35,000	35,000	0	0.00%
YUKIKO OKITANI	30,000	30,000	0	0.00%
SHUZO KAJIKAWA	30,000	30,000	0	0.00%
CHITAKO KATO	30,000	30,000	0	0.00%
SACHIE KIMURA	30,000	30,000	0	0.00%
HIROKO SAWAMURA	30,000	30,000	0	0.00%
IKUKO SEO	30,000	30,000	0	0.00%
AKIE TAGASHIRA	30,000	30,000	0	0.00%
HISAO TAKANO	30,000	30,000	0	0.00%
TAMAKI NAKAMURA	30,000	30,000	0	0.00%
SAYAKA NITTA	30,000	30,000	0	0.00%
NAOMI NITTA	30,000	30,000	0	0.00%
MASAKO HOSOYA	30,000	30,000	0	0.00%
TOSHIYUKI HORI	30,000	30,000	0	0.00%
SUMIKO YAMAURA	30,000	30,000	0	0.00%
KAORI YOSHII	30,000	30,000	0	0.00%
TERUYO ISHIWARI	25,000	25,000	0	0.00%
EMIKO ITO	25,000	25,000	0	0.00%
KIMIE IWASAKO	25,000	25,000	0	0.00%
HARUE IWASAKO	25,000	25,000	0	0.00%
JANAKA MORI	25,000	25,000	0	0.00%
KIICHI AGARI	20,000	20,000	0	0.00%
CHIYOKO ASANO	20,000	20,000	0	0.00%
TSURUKO ARAKAKI	20,000	20,000	0	0.00%
TAKAKO IIDA	20,000	20,000	0	0.00%
TAKEMI IKEUCHI	20,000	20,000	0	0.00%
TAKEHIRO IKENISHI	20,000	20,000	0	0.00%
HAJIME ISHIHARA	20,000	20,000	0	0.00%
KATSUO ITO	20,000	20,000	0	0.00%
RITSUKO ITO	20,000	20,000	0	0.00%
KIIKO INAMURA	20,000	20,000	0	0.00%
SATOMI INUKAI	20,000	20,000	0	0.00%
HARUMI OKOCHI	20,000	20,000	0	0.00%
SEIICHI OSUGA	20,000	20,000	0	0.00%
SHIGEKAZU ONISHI	20,000	20,000	0	0.00%
MISAKO OMURA	20,000	20,000	0	0.00%
MAKIKO OGAWA	20,000	20,000	0	0.00%
EMIKO OKI	20,000	20,000	0	0.00%
MISAKO KAMIKAWA	20,000	20,000	0	0.00%
TOMIKO KIKUCHI	20,000	20,000	0	0.00%
KOJI GOTO	20,000	20,000	0	0.00%
SHIMAE KONDO	20,000	20,000	0	0.00%
TAKAKO SAKAI	20,000	20,000	0	0.00%
TADAYOSHI SASAHARA	20,000	20,000	0	0.00%
AYAKO SATO	20,000	20,000	0	0.00%
HAJIME SHIBUYA	20,000	20,000	0	0.00%
HARUE SHIMAZU	20,000	20,000	0	0.00%
YASUKO SHIMAMURA	20,000	20,000	0	0.00%
YUMIKO SHIMODA	20,000	20,000	0	0.00%
AKIHIRO SUEYOSHI	20,000	20,000	0	0.00%
KYOKO SUZUKI	20,000	20,000	0	0.00%
TORU SUZUKI	20,000	20,000	0	0.00%
HIROE SUZUKI	20,000	20,000	0	0.00%
MASAKO SUZUKI	20,000	20,000	0	0.00%
MIKI SUZUKI	20,000	20,000	0	0.00%
TOYO SEKINE	20,000	20,000	0	0.00%
HIROKO TAKASHIMA	20,000	20,000	0	0.00%
KEIKO TAKAYAMA	20,000	20,000	0	0.00%
TSUGIO TAGAWA	20,000	20,000	0	0.00%
MASARU TANIGAWA	20,000	20,000	0	0.00%
TAIJI TSUTSUMI	20,000	20,000	0	0.00%
SATOKO TEZUKA	20,000	20,000	0	0.00%
YOSHIKO TERASHIMA	20,000	20,000	0	0.00%
SUI TOMINAGA	20,000	20,000	0	0.00%
MASUMI TOYAMA	20,000	20,000	0	0.00%
CHIZURU NAGAI	20,000	20,000	0	0.00%
SHIZUKO NISHIKAWA	20,000	20,000	0	0.00%
TAEKO HAGIO	20,000	20,000	0	0.00%
SHIZUKO HAGURO	20,000	20,000	0	0.00%
MASUMI HANAOKA	20,000	20,000	0	0.00%
KEIKO HAMAHATA	20,000	20,000	0	0.00%
KUMIKO HARADA	20,000	20,000	0	0.00%
MICHIKO HARA	20,000	20,000	0	0.00%
NORIKO HARI	20,000	20,000	0	0.00%
HISAKO HIGUCHI	20,000	20,000	0	0.00%
MICHIKO FUSE	20,000	20,000	0	0.00%
MAYUMI FUNATSUKI	20,000	20,000	0	0.00%
SETSUKO HONDA	20,000	20,000	0	0.00%
YOSHIKO MAITANI	20,000	20,000	0	0.00%
YOKO MAEJIMA	20,000	20,000	0	0.00%
AKIE MAKIMOTO	20,000	20,000	0	0.00%
KAZUE MATSUDA	20,000	20,000	0	0.00%
AKIKO MATSUHASHI	20,000	20,000	0	0.00%
CHIKAKO MIKAMI	20,000	20,000	0	0.00%
CHIKAKO MITO	20,000	20,000	0	0.00%
MIYAKO MIYASHITA	20,000	20,000	0	0.00%
KUNIYO MIYATA	20,000	20,000	0	0.00%
MIYUKI MIYANE	20,000	20,000	0	0.00%
HIDEKO MIYAMOTO	20,000	20,000	0	0.00%
CHIEMI MIYOSHI	20,000	20,000	0	0.00%
CHITOSE MURAKAMI	20,000	20,000	0	0.00%
SHINJI MORISHIMA	20,000	20,000	0	0.00%
NORIKO YAMAUCHI	20,000	20,000	0	0.00%
MISUKO YAMAZAKI	20,000	20,000	0	0.00%
TOKIKO YAMAJI	20,000	20,000	0	0.00%
MASAMI YU	20,000	20,000	0	0.00%
TAKERU YOKOMIZO	20,000	20,000	0	0.00%
KAZUKO YOSHIOKA	20,000	20,000	0	0.00%
MINORI YOSHIDA	20,000	20,000	0	0.00%
HITOMI WADA	20,000	20,000	0	0.00%
HIROAKI WADA	20,000	20,000	0	0.00%
MASAYA OKAMOTO	15,000	15,000	0	0.00%
TADASHI SAKAMOTO	15,000	15,000	0	0.00%
SEIKO SATO	15,000	15,000	0	0.00%
TOYOHIKO HAYASAKA	15,000	15,000	0	0.00%
MITSUE MAKIHARA	15,000	15,000	0	0.00%
TATSUHIRO MIZOCHI	15,000	15,000	0	0.00%
SANAE YAMADA	15,000	15,000	0	0.00%
TAKAKO YOKOYAMA	15,000	15,000	0	0.00%
KAEKO ATO	10,000	10,000	0	0.00%
JUNKO ABURA	10,000	10,000	0	0.00%
KUMIKO ARAKI	10,000	10,000	0	0.00%
NORIKO ARA	10,000	10,000	0	0.00%
YUMIKO ANDO	10,000	10,000	0	0.00%
MITSUKO IKEUCHI	10,000	10,000	0	0.00%
YOSHIHARU ISHII	10,000	10,000	0	0.00%
TOSHIKO ISHIKAWA	10,000	10,000	0	0.00%
RENKO ICHIYA	10,000	10,000	0	0.00%
CHIEKO INOE	10,000	10,000	0	0.00%
EIKO IWATAKI	10,000	10,000	0	0.00%
CHIZUKO UCHIDA	10,000	10,000	0	0.00%
TERUKO UCHINO	10,000	10,000	0	0.00%
AKEMI UTO	10,000	10,000	0	0.00%
KAZUKO EIZUMI	10,000	10,000	0	0.00%
TAKAO EZAKI	10,000	10,000	0	0.00%
YAYOI ENDO	10,000	10,000	0	0.00%
SHIZUKO OIZUMI	10,000	10,000	0	0.00%
KYOKO OTA	10,000	10,000	0	0.00%
FUMIE OTSUKA	10,000	10,000	0	0.00%
TAMIKO ONUMA	10,000	10,000	0	0.00%
YOSHIHIRO ONO	10,000	10,000	0	0.00%
OSAKO OKAMOTO	10,000	10,000	0	0.00%
MUTSUMI OKAMOTO	10,000	10,000	0	0.00%
HIROMI OGAWA	10,000	10,000	0	0.00%
MARIKO OGINO	10,000	10,000	0	0.00%
YUKIMI OZAKI	10,000	10,000	0	0.00%
SHIGEFUMI ODA	10,000	10,000	0	0.00%
KIKUKO ONO	10,000	10,000	0	0.00%
TOSHIKO ONO	10,000	10,000	0	0.00%
KAZUKO OYAMADA	10,000	10,000	0	0.00%
KUNIYO OYOBE	10,000	10,000	0	0.00%
FUKU KAGAI	10,000	10,000	0	0.00%
YOKO KASHIWAMURA	10,000	10,000	0	0.00%
IKUKO KAJIWARA	10,000	10,000	0	0.00%
TOSHIYUKI KAJIWARA	10,000	10,000	0	0.00%
MIEKO KATADA	10,000	10,000	0	0.00%
YOSHIKO KATAYAMA	10,000	10,000	0	0.00%
MASATOSHI KADOWAKI	10,000	10,000	0	0.00%
KOZUE KANAI	10,000	10,000	0	0.00%
SAYURI KANAMORI	10,000	10,000	0	0.00%
YOSHIKO KAHIRA	10,000	10,000	0	0.00%
YASUO KAMARU	10,000	10,000	0	0.00%
TOSHIAKI KAWAI	10,000	10,000	0	0.00%
KEIKO KAWASAKI	10,000	10,000	0	0.00%
YOSHIO KITAOKA	10,000	10,000	0	0.00%
MICHIKO KITANAKA	10,000	10,000	0	0.00%
HIROKO KITAHARA	10,000	10,000	0	0.00%
KUNIKO KITO	10,000	10,000	0	0.00%
YUKA KINOSHITA	10,000	10,000	0	0.00%
REIKO KINOSHITA	10,000	10,000	0	0.00%
NAOKO KIHARA	10,000	10,000	0	0.00%
EMIKO KINJO	10,000	10,000	0	0.00%
SUMIKO KUNII	10,000	10,000	0	0.00%
TOMIKO KURODA	10,000	10,000	0	0.00%
KAYOKO KUWABARA	10,000	10,000	0	0.00%
MASAKO KUWABARA	10,000	10,000	0	0.00%
KEIKO GUNJIMA	10,000	10,000	0	0.00%
KIMIKO KOGA	10,000	10,000	0	0.00%
IIKO KONISHI	10,000	10,000	0	0.00%
CHIEKO KOBAYASHI	10,000	10,000	0	0.00%
CHIKAKO KORENAGA	10,000	10,000	0	0.00%
HIROKO KORENAGA	10,000	10,000	0	0.00%
MITSUMASA SAITO	10,000	10,000	0	0.00%
NORIE SAKAI	10,000	10,000	0	0.00%
YOSHIKO SAKAI	10,000	10,000	0	0.00%
NORIKO SAKAKIBARA	10,000	10,000	0	0.00%
ATSUKO SAKUMA	10,000	10,000	0	0.00%
HIROMITSU SAKUMA	10,000	10,000	0	0.00%
IKUKO SAKODA	10,000	10,000	0	0.00%
FUMIE SASAKI	10,000	10,000	0	0.00%
KUNIKO SATO	10,000	10,000	0	0.00%
SUMIKO SATO	10,000	10,000	0	0.00%
YOSHIKO SATO	10,000	10,000	0	0.00%
YOSHINORI SATO	10,000	10,000	0	0.00%
KATSU SANPEI	10,000	10,000	0	0.00%
NORIKO SHINOHARA	10,000	10,000	0	0.00%
KAZUTO SHIMADA	10,000	10,000	0	0.00%
YUMIKO SHIMAMURA	10,000	10,000	0	0.00%
HIROMU SHIMOOKA	10,000	10,000	0	0.00%
YOKO SHOJI	10,000	10,000	0	0.00%
TAKAICHI JONO	10,000	10,000	0	0.00%
YUMI SUE	10,000	10,000	0	0.00%
KUNIKO SUGIYAMA	10,000	10,000	0	0.00%
KUMIKO SUZUKI	10,000	10,000	0	0.00%
SUSUMU SUZUKI	10,000	10,000	0	0.00%
YUKO SUZUKI	10,000	10,000	0	0.00%
MIYOKO SUMI	10,000	10,000	0	0.00%
MIYOKO SENDA	10,000	10,000	0	0.00%
HIDEAKI SONOKI	10,000	10,000	0	0.00%
HANAE TAKASU	10,000	10,000	0	0.00%
WATARU TAKASU	10,000	10,000	0	0.00%
HIDEYUKI TAKAHASHI	10,000	10,000	0	0.00%
AYAKO TAKAYAMA	10,000	10,000	0	0.00%
YAEKO TAKEDA	10,000	10,000	0	0.00%
KATSUKO TAJIMA	10,000	10,000	0	0.00%
KEIKO TANAKA	10,000	10,000	0	0.00%
FUSAKO TANAKA	10,000	10,000	0	0.00%
MICHIKO TANAKA	10,000	10,000	0	0.00%
MIYAKO TANIGUSHI	10,000	10,000	0	0.00%
YOSHITAKA TANOKAMI	10,000	10,000	0	0.00%
MITSUKO TABUCHI	10,000	10,000	0	0.00%
KEIKO TANBA	10,000	10,000	0	0.00%
TOMOKO TSURUMAKI	10,000	10,000	0	0.00%
HIROKO TEZUKA	10,000	10,000	0	0.00%
NOBUAKI DOI	10,000	10,000	0	0.00%
YOSHIO DOI	10,000	10,000	0	0.00%
RITSUKO NAKAO	10,000	10,000	0	0.00%
HISAKO NAKAJIMA	10,000	10,000	0	0.00%
YUTO NAKACHI	10,000	10,000	0	0.00%
TAKASHI NAKANO	10,000	10,000	0	0.00%
HITOMI NAKAMA	10,000	10,000	0	0.00%
HIROKO NAKAMURA	10,000	10,000	0	0.00%
YOKO NAKAMURA	10,000	10,000	0	0.00%
SHIGERU NAKAYAMA	10,000	10,000	0	0.00%
TERUKO NAKAYAMA	10,000	10,000	0	0.00%
TOKIHARU NISHINA	10,000	10,000	0	0.00%
NORIO NISHINO	10,000	10,000	0	0.00%
KENSUKE NITTA	10,000	10,000	0	0.00%
NOBUKO NOHARA	10,000	10,000	0	0.00%
HIDEO NOMURA	10,000	10,000	0	0.00%
MIYOKO HASHIMOTO	10,000	10,000	0	0.00%
HISAKO HATAE	10,000	10,000	0	0.00%
TAMIKO HIRAMATSU	10,000	10,000	0	0.00%
YUKA HIRAYAMA	10,000	10,000	0	0.00%
YOKO HIROTANI	10,000	10,000	0	0.00%
SAYAKO FUKUI	10,000	10,000	0	0.00%
YASUO FUKUOKA	10,000	10,000	0	0.00%
KIYO FUKUDA	10,000	10,000	0	0.00%
SHINKO FUKUDA	10,000	10,000	0	0.00%
CHOJUN FUKUHARA	10,000	10,000	0	0.00%
SUMIKO FUJII	10,000	10,000	0	0.00%
SUMIKO FUJISAWA	10,000	10,000	0	0.00%
HIROSHI FUDANO	10,000	10,000	0	0.00%
TOMOKO MAEKAWA	10,000	10,000	0	0.00%
KEIKO MAEDA	10,000	10,000	0	0.00%
TOMIYO MAEDA	10,000	10,000	0	0.00%
MIYOKO MACHIDA	10,000	10,000	0	0.00%
CHIE MATSUI	10,000	10,000	0	0.00%
KAZUYOSHI MATSUOKA	10,000	10,000	0	0.00%
EYOKO MATSUDA	10,000	10,000	0	0.00%
AKIRA MATSUTANI	10,000	10,000	0	0.00%
TOMOKO MATSUNAGA	10,000	10,000	0	0.00%
ETSUKO MATSUNO	10,000	10,000	0	0.00%
SUZUKO MAMIYA	10,000	10,000	0	0.00%
MICHISHIGE ATSUMI	10,000	10,000	0	0.00%
MITSUE MICHISHIGE	10,000	10,000	0	0.00%
KIYOKO MINAMI	10,000	10,000	0	0.00%
TOMIKO MIHARA	10,000	10,000	0	0.00%
JUNKO MIYAGI	10,000	10,000	0	0.00%
REIKO MIYAGI	10,000	10,000	0	0.00%
KEIYU MIYAGUNI	10,000	10,000	0	0.00%
HATSUE MIYAZAKI	10,000	10,000	0	0.00%
HAYAKO MIYAMOTO	10,000	10,000	0	0.00%
TOSHIO MUNAKATA	10,000	10,000	0	0.00%
YASUKO MORIKAWA	10,000	10,000	0	0.00%
KAZUKO MORITA	10,000	10,000	0	0.00%
SACHIKO MORITA	10,000	10,000	0	0.00%
HIROKI MORIYAMA	10,000	10,000	0	0.00%
SATO MONMA	10,000	10,000	0	0.00%
CHIYOKO MONMA	10,000	10,000	0	0.00%
KAZUHIRO YAGI	10,000	10,000	0	0.00%
SHINICHI YAGITA	10,000	10,000	0	0.00%
KAZUKO YACHIBATA	10,000	10,000	0	0.00%
NOBUYOSHI YAMAKAWA	10,000	10,000	0	0.00%
FUMIE YAMAGUCHI	10,000	10,000	0	0.00%
HIROFUMI YAMASHITA	10,000	10,000	0	0.00%
REIKO YAMAJI	10,000	10,000	0	0.00%
YOSHIMI YAMASHIRO	10,000	10,000	0	0.00%
HISAYUKI YAMADA	10,000	10,000	0	0.00%
MASAYO YOKOI	10,000	10,000	0	0.00%
EMIKO YOKOYAMA	10,000	10,000	0	0.00%
TAKAHIRO YOSHINO	10,000	10,000	0	0.00%
YUKIKO YOSHIHARA	10,000	10,000	0	0.00%
KISHIKO YOSHIMOTO	10,000	10,000	0	0.00%
SACHIKO YOSHIMOTO	10,000	10,000	0	0.00%
YUMIKO ADACHI	5,000	5,000	0	0.00%
AKIE ABE	5,000	5,000	0	0.00%
TATSUKO IIJIMA	5,000	5,000	0	0.00%
KIYOKATSU IGARASHI	5,000	5,000	0	0.00%
KUMIKO IKEDA	5,000	5,000	0	0.00%
ATSUKO ISHIBABA	5,000	5,000	0	0.00%
FUMIKO ICHIDA	5,000	5,000	0	0.00%
MASAKO INABA	5,000	5,000	0	0.00%
YOKO IWASAKI	5,000	5,000	0	0.00%
TOMOKO UEHARA	5,000	5,000	0	0.00%
MITSURU UEHARA	5,000	5,000	0	0.00%
MOTOKO UZAWA	5,000	5,000	0	0.00%
CHIEKO UCHIMURA	5,000	5,000	0	0.00%
EN O	5,000	5,000	0	0.00%
KEIKO OKAWA	5,000	5,000	0	0.00%
MIYOKO OHARA	5,000	5,000	0	0.00%
MICHIKO OMINE	5,000	5,000	0	0.00%
SETSUKO OKADA	5,000	5,000	0	0.00%
KUMIKO OGAWA	5,000	5,000	0	0.00%
MIEKO ONOGAKI	5,000	5,000	0	0.00%
SEIKO KATSURAGI	5,000	5,000	0	0.00%
TAKEMI KAMIYAMA	5,000	5,000	0	0.00%
IKUKO KIKUCHI	5,000	5,000	0	0.00%
TAEKO KIKUCHI	5,000	5,000	0	0.00%
JUNKO KITANO	5,000	5,000	0	0.00%
KEN KINPARA	5,000	5,000	0	0.00%
MISAKO KUMAGAI	5,000	5,000	0	0.00%
MITSUKO KURAHASHI	5,000	5,000	0	0.00%
KENTA KOGA	5,000	5,000	0	0.00%
SACHIKO SAIKATSU	5,000	5,000	0	0.00%
KAZUNORI SAKAEI	5,000	5,000	0	0.00%
CHIEMI SHINSE	5,000	5,000	0	0.00%
HISAKO SUGIE	5,000	5,000	0	0.00%
TETSUO SUZUKI	5,000	5,000	0	0.00%
MIYOSHI TAKAHASHI	5,000	5,000	0	0.00%
MIKAKO TAKAYAMA	5,000	5,000	0	0.00%
KIMIKO TAKEI	5,000	5,000	0	0.00%
NORIKO TANAKA	5,000	5,000	0	0.00%
SADAKO TSUHAKO	5,000	5,000	0	0.00%
ATSUKO TERUI	5,000	5,000	0	0.00%
TOMOKO TOKUDA	5,000	5,000	0	0.00%
NORIKO TOYOSHIMA	5,000	5,000	0	0.00%
SETSUKO NAGAOKA	5,000	5,000	0	0.00%
FUSANO NAGATANI	5,000	5,000	0	0.00%
KIYOMI NAGANO	5,000	5,000	0	0.00%
YASUKO NAKANO	5,000	5,000	0	0.00%
KOHEI NAKAMURA	5,000	5,000	0	0.00%
KAZUYOSHI NANBA	5,000	5,000	0	0.00%
SACHIKO NISHIZATO	5,000	5,000	0	0.00%
MASUMI HISHIDA	5,000	5,000	0	0.00%
MISUZU FUKUSHIMA	5,000	5,000	0	0.00%
SAYOKO FUKUNISHI	5,000	5,000	0	0.00%
NAOMI FUJIMURA	5,000	5,000	0	0.00%
KIMIKO HENMI	5,000	5,000	0	0.00%
CHIEKO HOSHI	5,000	5,000	0	0.00%
KUNIO HOSHINO	5,000	5,000	0	0.00%
EIKO HORI	5,000	5,000	0	0.00%
MASAYOSHI MAE	5,000	5,000	0	0.00%
HARUMI MAKI	5,000	5,000	0	0.00%
SOAN MACHIDA	5,000	5,000	0	0.00%
YOKO MATSUMOTO	5,000	5,000	0	0.00%
JUNKO MISHIMA	5,000	5,000	0	0.00%
YOKO MINEO	5,000	5,000	0	0.00%
HAYAKO MIYAMOTO	5,000	5,000	0	0.00%
KAYO MUNEUCHI	5,000	5,000	0	0.00%
MORI KAZUO	5,000	5,000	0	0.00%
REIKO YAMASHIRO	5,000	5,000	0	0.00%
TAKU YAMAMOTO	5,000	5,000	0	0.00%
YUKI YOSHIZAWA	5,000	5,000	0	0.00%
JUNKO YOSHIDA	5,000	5,000	0	0.00%
MEGUMI YOSHIDA	5,000	5,000	0	0.00%

 

* Mr. Abe is an Officer and Director of the Company.

 

- 20 -

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Table of Contents

 

PLAN OF DISTRIBUTION

 

The Company has 60,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 8,000,000 shares of its common stock for sale at the price of $0.25 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, Tatsumi Shioya 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. Tatsumi Shioya is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Tatsumi Shioya will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Regarding 3a4-1 Mr. Shioya, hereby to be referred to as “the associated person” will restrict his participation in this offering to the following activities: Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; Provided, however, that the content of such communication is approved by a partner, officer or director of the issuer; Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; Provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or Performing ministerial and clerical work involved in effecting any transaction.

 

*Mr. Shioya does not intend to solicit any potential purchasers through oral solicitation and his participation in the offering will be limited to the activities set forth in Rule 3a4-1(a)(4)(iii) under the Exchange Act. Mr. Shioya plans to take a passive approach in the offering, only directly soliciting potential investors that are family, friends, and business acquaintances all of which will be done without oral solicitation, and only through the mailing of letters notifying such individuals of the Company’s offering. Should they then choose to invest Mr. Shioya will perform ministerial and clerical work involved in effecting any such transaction. Mr. Shioya will also perform the same ministerial and clerical work should other individuals come forth that would like to invest who discovered the offering through other means such as the internet, word of mouth, or other indirect means. Such limitations on Mr. Shioya’s participation may severely limit the ability of investors to sell shares as part of the direct offering. It should be noted that Mr. Shioya will only be able to utilize written communication should he have written approval of another officer of the Company. In this case he will need to acquire the permission of the Company’s only other Officer, Secretary, Treasurer and Chief Financial Officer Hajime Abe.

 

Tatsumi Shioya will be offering securities of Toa Optical Tech, Inc., and as a result is deemed to be an underwriter of this offering within the meaning of that term as defined in Section 2(11) of the Securities Act of 1933, as amended.

 

*Mr. Abe, our controlling shareholders, is also deemed to be an underwriter in this offering and will resell his shares at a fixed price for the duration of the offering.

 

The Company will receive all proceeds from the sale of the 8,000,000 shares being offered on behalf of the company itself. The price per share is fixed at $0.25 for the duration of this offering or until our shares are quoted on the OTCBB and or OTCQB of the OTC marketplace at which time selling stockholders may sell shares at market prices or at privately negotiated prices. The proceeds from the remaining 60,000,000 shares held by shareholders, if sold, will not go to the company, but will go to the shareholder’s directly. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTCBB and or OTCQB . In order to be quoted on the OTCBB and or OTCQB , a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.25 per share unless by the selling shareholders and only at such time that are shares are quoted on the OTCBB and or OTCQB of the OTC Marketplace, which at such time the shareholders can sell shares at market price or in privately negotiated transactions.

 

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

 

1. On such public markets or exchanges as the common stock may from time to time be trading;

2. In privately negotiated transactions;

3. Through the writing of options on the common stock;

4. In short sales; or

5. In any combination of these methods of distribution.

 

We cannot give any assurance that the shares offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed.

 

The selling shareholders are required to sell our shares at $0.25 per share until our shares are quoted on the OTCBB and or OTCQB . Thereafter, the sales price offered by the selling shareholders to the public may be:

 

1. The market price prevailing at the time of sale;

2. A price related to such prevailing market price; or

3. Such other price as the selling shareholders determine from time to time.

 

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

 

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

All expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), are being paid for by Hajime Abe, our Secretary, Treasurer, CFO and Director, which we expect to be no more than $30,000.

 

Procedures for Subscribing

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

 

- Execute and deliver a subscription agreement; and

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

 

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

 

Right to Reject Subscriptions

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

 

- 21 -

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Table of Contents

 

DESCRIPTION OF SECURITIES

 

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing and taking into account the Share Transactions, we have 60,000,000 shares of Common Stock and 1,000,000 of Preferred Stock issued and outstanding.

 

Common Stock

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

 

Preferred Stock

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

 

Options and Warrants

None.

 

Convertible Notes

 

None.

 

Dividend Policy

 

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

 

Transfer Agent

 

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

 

Penny Stock Regulation

 

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

 

 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

The validity of the shares of common stock offered hereby will be passed upon for us by Adam Tracy Esq. of 800 W. 5TH Avenue Suite 201A Naperville, Illinois 60563.

 

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

 

 

REPORTS TO SECURITIES HOLDERS

 

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

 

DESCRIPTION OF FACILITIES

 

Our principal executive offices are located at 1-1-36, Nishiawaji, Higashiyodogawa-ku Osaka 533-0031, Japan.

 

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

 

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LEGAL PROCEEDINGS

 

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

 

PATENTS AND TRADEMARKS

 

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

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of the Company and TOA Hikari Giken are provided below:

 

NAME		AGE				POSITION
Hajime Abe			62				Secretary, Treasurer, Chief Financial Officer, and Director
Tatsumi Shioya			61				President and Chief Executive Officer

 

Hajime Abe

 

Mr. Hajime Abe began his career in 1969 as an employee of Nissan Motor Company as a car salesman. Following this, in 1974, he incorporated Abe Motor Sales Co., Ltd., a Japan Corporation. A decade later in 1989, he incorporated Koa Commerce Co., Ltd., a Japan Corporation and in 1993 incorporated another Japanese company known as World Liberty Co., Ltd. More recently, in 2007 Mr. Abe incorporated the Japanese company IKL Holdings Co., Ltd. and in 2010 was appointed as President and Director of Oidon Co., Ltd, a Wyoming Corporation that he recently resigned from July of 2012. On January 22, 2013, he was appointed as Director, President, Secretary and Treasurer of TOA Holdings, Inc., a Delaware Corporation. On January 28, 2013, he incorporated TOA Shoko Japan Co., Ltd., a Japan Corporation which became wholly owned company of TOA Holdings, Inc. and was appointed as Director and President of TOA Shoko Japan Co., Ltd.. On January 28, 2013, he was appointed as the Chairman of Dong A Sang Gong Co., Ltd., a Korean Corporation. On July 2, 2013, he was appointed as the chairman of BJK Global LTD., a Bangladesh Corporation. On June 20, 2013, he was appointed as Director, President, Secretary and Treasurer of Toshoan Holdings, Inc., a Delaware Corporation. On October 10, 2013, he incorporated Tsukiji TOA Suisan Co., Ltd., a Japan Corporation. On October 10, 2013, he became the owner of Toshoan Restaurant. Tsukiji is a Japanese company that catches tuna in the Pacific Ocean and sells them to wholesale distributors at port. Toshoan Restaurant is a restaurant located in Japan that serves customers a variety of fish products, tuna, and other items.  On October 31, 2013, he incorporated TOA Fishery Co., Ltd., a Japan Corporation which became wholly owned company of Toshoan Holdings, Inc. and was appointed as Director and President of TOA Fishery Co., Ltd.. On December 3, 2013, he was appointed as Director, Secretary and Treasurer of TOA Optical Tech, Inc., a Delaware Corporation. On June 2, 2014, he incorporated TOA Hikari Giken Co., Ltd., a Japan Corporation and was appointed as Director of TOA Hikari Giken Co., Ltd. On June 6, 2014, he was appointed as Director, Secretary and Treasurer of TOA Carbon Fiber, Inc., a Delaware Corporation.

As of May 15, 2015, his occupation and employment are as follows:

Company	State/Country	Position	Date of appointment	Notes
TOA Holdings, Inc	Delaware	Director, President, Secretary and Treasurer	January 22, 2013	Beneficial owner
TOA Shoko Japan Co., Ltd.	Japan	Director and President	January 28, 2013	Wholly owned company of TOA Holdings, Inc.
Dong A Sang Gong Co., Ltd	Korea	Chairman	January 28, 2013
BJK Global LTD.	Bangladesh	Chairman	July 2, 2013
Toshoan Holdings, Inc.	Delaware	Director, President, Secretary and Treasurer	June 20, 2013	Beneficial owner
Tsukiji TOA Suisan Co., Ltd.	Japan	Beneficial owner	October 10, 2013
Toshoan Restaurant	Japan	Beneficial owner	October 10, 2013
TOA Fishery Co., Ltd.	Japan	Director and President	October 31, 2013	Wholly owned company of Toshoan Holdings, Inc.
TOA Optical Tech, Inc.	Delaware	Director, CFO, Secretary and Treasurer	December 3, 2013	Beneficial owner
TOA Hikari Giken Co., Ltd.	Japan	Director and President	June 2, 2014	Beneficial owner
TOA Carbon Fiber, Inc.	Delaware	Director, Secretary and Treasurer	June 6, 2014	Beneficial owner

 

 

Tatsumi Shioya 

 

In March of 1975 Mr. Tatsumi Shioya graduated from the Department of Engineering at Tohoku Gakuin University. Following his graduation, he accepted a job with Panasonic System Solutions Co., Ltd., as sales representative and manager, which he kept until leaving in August of 2002. That same year in December of 2002 Mr. Shioya incorporated Ryokka Giken, Inc., and assumed the role as President. Ryokka Giken, Inc. is a developer of LED technologies such as lamps and carries with it several patents for LED illuminating technologies. Recently, in November of 2011, Mr. Shioya incorporated Optical Tech Co., Ltd., a Japan Corporation, and assumed the role as the President. Optical Tech Co., Ltd develops and creates its own LED technologies such as lights and has recently began marketing them to potential customers.

 

Corporate Governance

 

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

 

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

 

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Committees of the Board

 

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

 

Audit Committee Financial Expert

 

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

 

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

 

Involvement in Certain Legal Proceedings

 

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

 

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

5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Independence of Directors

 

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

 

Code of Ethics

 

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

 

Shareholder Proposals

 

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

 

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

 

 

EXECUTIVE COMPENSATION

Summary Compensation Table:

 

Name and principal position (a)	Year ended Jaly 31 (b)		Salary ($) (c)				Bonus ($) (d)				Stock Awards ($) (e)				Option Awards ($) (f)				Non-Equity Incentive Plan Compensation ($) (g)				Nonqualified Deferred Compensation Earnings ($) (h)				All Other Compensation ($) (i)				Total ($) (j)
Tatsumi Shioya, President and CEO	2014(1)			-				-				-				-				-				-				-			$	-
Hajime Abe, Director	2014(1)			-				-				4,100 (2)				-				-				-				-			$	4,100

 

 

(1) On December 3, 2013, Mr. DeNunzio, as the Company’s then sole Director, appointed Hajime Abe as Director of the Company. Immediately thereafter, Mr. DeNunzio resigned as an officer and Director of the Company and appointed Tatsumi Shioya as the President and Hajime Abe as the Director and Secretary of the Company.

(2) On June 20, 2014, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 and 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director compensation.

 

Compensation of Directors

 

The table below summarizes all compensation of our directors as of May 15, 2015.

 

DIRECTOR COMPENSATION
Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Hajime Abe			-				4,100(1)				-				-				-				-				4,100

 

(1) On June 20, 2014, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 and 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director compensation.

 

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Summary of Compensation

 

TOA Optical Tech, Inc. was incorporated July 22, 2013 and has paid $4,100 as stock compensation to our Directors and Officers to date.

 

Stock Option Grants

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

 

Employment Agreements

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

 

 

Compensation Discussion and Analysis

Director Compensation

 

The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Executive Compensation Philosophy

 

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

 

Incentive Bonus

 

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

 

Long-term, Stock Based Compensation

 

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

 

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

As of May 15, 2015, the Company has 60,000,000 shares of common stock and 1,000,000 shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.

 

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Hajime Abe	13,690,000	22.8%	1,000,000	100.0%	71.1%
5% Shareholders None

 

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

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On December 3, 2013, Hajime Abe entered into a Share Purchase Agreement with Jeffrey DeNunzio. Pursuant to this agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares at the time of sale.

 

On June 20, 2014, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director compensation.

 

On June 20, 2014, the Company issued 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director compensation.

 

The restricted stock that was issued to Mr. Abe held several restrictions for resale. It could not be sold to any U.S. persons and any selling efforts of that stock could not be directed in the U.S.

 

Despite these restrictions however, the exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended ("Regulation S") allowed Mr. Abe to sell shares to Japanese citizens in the country of Japan.

 

As of July 31, 2014, the Company had a related-party payable in the amount of $11,273 to Hajime Abe, its sole officer and director.

 

Certain Relationships and Related Transactions Related to TOA Hikari

 

On June 2, 2014, TOA Hikari was incorporated under the Japanese Companies Act with the purpose to conduct trading operations. Mr. Hajime Abe was appointed as Director, President and CEO of TOA Hikari.

 

On June 16, 2014, Hajime Abe entered into a Stock Purchase Agreement with the Company. Pursuant to this Agreement, Hajime Abe will and has transferred to TOA Optical Tech, Inc., 10 shares of the common stock of TOA Hikari, which represents all of its issued and outstanding shares in consideration of 10,000 JPY ($98 USD). This amount was not remitted in cash but was instead part of the balanced owed to Hajime Abe. Following the effective date of the share purchase transaction on July 31, 2014, the Company gained a 100% interest in the issued and outstanding shares of TOA Hikari’s common stock and TOA Hikari became a wholly owned subsidiary of the Company. The Company is now the controlling and sole shareholder of TOA Hikari. 

 

As of July 31, 2014, the Company had a related-party payable in the amount of $19,457 to Optical Tech Co., Ltd. for LED lighting products. Tatsumi Shiotya, the CEO of the Company is also the owner, President and Director of Optical Tech Co., Ltd.

 

Review, Approval and Ratification of Related Party Transactions

 

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

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

 

			2014	2013
	Audit fees	MaloneBailey, LLP	$8,200	$0
	Audit related fees
	Tax fees
	All other fees
	Total		$8,200	$0

 

 

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 

MATERIAL CHANGES

 

None

 

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FINANCIAL STATEMENTS AND EXHIBITS.

TOA OPTICAL TECH, INC.

(FKA PROSPERITY ACQUISITION, INC)

CONSOLIDATED FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

		Pages
Report of Independent Registered Public Accounting Firm (Messineo & Co, CPAs LLC)		F2
Report of Independent Registered Public Accounting Firm (MaloneBailey, LLP)		F3
Consolidated Balance Sheets		F4
Consolidated Statements of Operations and Comprehensive Income (Loss)		F5
Consolidated Statements of Stockholders’ Deficit and Comprehensive Income		F6
Consolidated Statements of Cash Flows		F7
Notes to Consolidated Financial Statements		F8-F9

 

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Messineo & Co, CPAs LLC 2471 N McMullen Booth Rd - Ste. 302 Clearwater, FL 33759-1362 T: (518) 530-1122 F: (727) 674-0511

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of:

Prosperity Acquisition, Inc.

Cranston, RI

 

We have audited the accompanying balance sheet of Prosperity Acquisition, Inc. as of July 31, 2013 and the related statements of operations, stockholders' equity and cash flows for the year then ended and for the period from July 22, 2013 (inception) to July 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Prosperity Acquisition, Inc. as of July 31, 2013, and the results of its operations and its cash flows for the year then ended, and for the period from July 22, 2013 (inception) to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss, no cash flow from operating activities, and is still in the development stage. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

Messineo & Co. CPAs, LLC

Clearwater, Florida

August 21, 2013

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
TOA Optical Tech, Inc.

1-1-36, Nishiawaji

Higashiyadogawa-ku Osaka, Japan

We have audited the accompanying consolidated balance sheet of TOA Optical Tech, Inc. and its subsidiary (collectively, the Company) as of July 31, 2014 and the related statement of operations, changes in stockholders’ (deficit), and cash flows for the year then ended and for the period from July 22, 2013 (inception) through July 31, 2014. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the period July 22, 2013 (inception) through July 31, 2013, were audited by other auditors whose report expressed unqualified opinions on those statements. The financial statements for the period July 22, 2013 (inception) through July 31, 2013, include total revenues and a deficit accumulated during the exploration stage of $0 and $4,244, respectively. Our opinion on the statements of operations, shareholders' deficit, and cash flows for the period July 22, 2013 (inception) through July 31, 2013, insofar as it relates to amounts for prior periods through July 31, 2014, is based solely on the report of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TOA Optical Tech, Inc. and its subsidiary as of July 31, 2014 and the results of their operations and their cash flows for the year then ended and the period from July 22, 2013 (inception) through 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 3 to the financial statements, the Company suffered a net loss and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

MALONEBAILEY, LLP www.malone-bailey.com
Houston, Texas
September 19, 2014

 

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TOA OPTICAL TECH, INC.
(FKA PROSPERITY ACQUISITION INC.)
CONSOLIDATED BALANCE SHEETS
			As of		As of
			July 31, 2014		July 31, 2013
ASSETS
Current Assets
	Inventories	$	19,457	$	-
	Prepaid expenses		2,000		2,000
TOTAL CURRENT ASSETS			19,457		2,000
TOTAL ASSETS		$	19,457	$	2,000
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities
	Account payables - Related Party	$	19,457	$	-
	Loan from director		11,273		2,244
	Accrued expenses		8,855		2,000
TOTAL CURRENT LIABILITIES			39,335		4,244
TOTAL LIABILITIES		$	39,335	$	4,244
Stockholder's Deficit
	Preferred stock -$.0001 par value, 20,000,000 shares authorized;
	1,000,000 shares and none issued and outstanding
	as of July 31, 2014 and July 31, 2013; respectively	$	100	$	-
	Common stock -$.0001 par value, 500,000,000 shares authorized,
	60,000,000 shares and 20,000,000 shares issued and outstanding
	as of July 31, 2014 and July 31, 2013; respectively		6,000		2,000
	Additional paid-in capital		4,494		-
	Accumulated deficit		(30,591)		(4,244)
Accumulated other comprehensive income			119		-
TOTAL SHAREHOLDER'S DEFICIT		$	(19,878)	$	(2,244)
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT		$	19,457	$	2,000
The accompanying notes are an integral part of these audited financial statements

 

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TOA OPTICAL TECH, INC.
(FKA PROSPERITY ACQUISITION, INC.)
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
					Period from
					July 22, 2013
					(Date of Inception)
			Year Ended		through
			July 31, 2014		July 31, 2013
Revenues - Related Party		$	-	$	-
Cost of revenues - Related Party			-		-
Gross profit			-		-
General and Administrative Expenses
	Organization and related expenses		-		4,244
	Director compensation		4,100		2000
	Professional fees		19,734		-
	Other expenses		2,513		-
Total Expenses			26,347		4,244
NET LOSS		$	(26,347)	$	(4,244)
OTHER COMPREHENSIVE INCOME
	Foreign currency translation adjustment	$	119	$	-
TOTAL COMPREHENSIVE LOSS		$	(26,228)	$	(4,244)
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			22,493,151		4,444,444
BASIC AND DILUTED NET LOSS PER SHARE		$	(0.00)	$	(0.00)

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

 

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TOA OPTICAL TECH, INC.
(FKA PROSPERITY ACQUISITION, INC.) CONSOLIDATED STATEMENT OF SHAREHOLDER’S DEFICIT
For the period from July 22, 2013 ( Inception) through July 31, 2014
									ADDITIONAL		OTHER
	COMMON STOCK				PREFERRED STOCK				PAID IN		COMPREHENSIVE		EARNINGS
	NUMBER		AMOUNT		NUMBER		AMOUNT		CAPITAL		INCOME		(DEFICIT)		TOTALS
July 22, 2013 (Inception) - Shares issued for services rendered at $.0001 per share, July 29, 2013	20,000,000	$	2,000		-	$	-	$	-	$	-	$	-	$	2,000
Net loss for the period from July 22, 2013 through July 31, 2013	-		-		-		-		-		-		(4,244)		(4,244)
Balance – July 31, 2013	20,000,000	$	2,000		-	$	-	$	-	$	-	$	(4,244)	$	(2,244)
Contribution to capital by related party for write-off of accounts payable									4,494						4,494
Shares issued for director's compensation, June 20, 2014	-		-		1,000,000		100		-		-		-		100
Shares issued for director's compensation, June 20, 2014	40,000,000	$	4,000		-		-		-		-		-		4,000
Net loss	-		-		-		-		-		-		(26,347)		(26,347)
Foreign currency translation adjustment	-		-		-		-		-		119		-		119
Balance – July 31, 2014	60,000,000	$	6,000		1,000,000	$	100	$	4,494		119	$	(30,591)	$	(19,878)
The accompanying notes are an integral part of these audited financial statements

 

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TOA OPTICAL TECH, INC.
(FKA PROSPERITY ACQUISITION, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS
					Period from
					July 22, 2013
					(Date of Inception)
			Year Ended		through
			July 31, 2014		July 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(26,347)	$	(4,244)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Stock issued for services rendered		4,100		2,000
	Change in operating assets and liabilities:
	Inventory		(19,457)		-
	Prepaid expenses		2,000		(2,000)
	Accrued expenses		8,855		2,000
	Account payables - Related Party		19,457		2,244
	Net cash used in operating activities		(11,392)		(2,244)
CASH FLOWS FROM FINANCING ACTIVITIES
	Loan from director		11,273		2,244
	Net cash provided by financing activities		11,273		2,244
Net effect of exchange rate changes on cash			119		-
Net Change in Cash and Cash equivalents		$	-	$	-
Cash and cash equivalents - beginning of period		$	-	$	-
Cash and cash equivalents - end of period		$	-	$	-
NON-CASH TRANSACTIONS
	Forgiveness of Related Party Accounts Payable		4,494		-
SUPPLEMENTAL INFORMATION
Interest paid		$	-	$	-
Income taxes paid		$	-	$	-

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

 

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TOA OPTICAL TECH, INC.

(FKA PROSPERITY ACQUISITION, INC.) 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

TOA Optical Tech, Inc. was incorporated under the laws of the State of Delaware on July 22, 2013.  TOA Optical Tech, Inc. which was previously known as Prosperity Acquisition, Inc. (the “Company”) is a start-up company that conducts a trading business through its wholly owned subsidiary, TOA Hikari Giken Co., Ltd., a Japanese Corporation (“TOA Hikari”). Our business is engaged in the worldwide trading of LED products.

 

On July 31, 2014, TOA Optical Tech, Inc. entered into a Stock Purchase Agreement with Hajime Abe. Pursuant to the Agreement, Hajime Abe, at the effective date transferred to TOA Optical Tech, Inc., 10 shares of the common stock of TOA Hikari which represents all of its issued and outstanding shares in consideration of 10,000 JPY ($97 USD). Following the closing of the share purchase transaction on July 31, 2014, TOA Optical Tech, Inc. gained a 100% interest in the issued and outstanding shares of TOA Hikari’s common stock. TOA Optical Tech, Inc. became the controlling shareholder of TOA Hikari. Both TOA Optical Tech, Inc. and TOA Optical Tech, Inc. were and remain under current control of Hajime Abe whether it be directly, or indirectly. The items value at purchase were carried over at book value with results retrospectively accounted for from the earliest date presented herein.

 

TOA Hikari Giken Co., Ltd., was initially formed as an Osaka, Japan Corporation on June 2, 2014.

 

Note 2 - Significant Accounting Policies

 

Basis of presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 

Use of estimates.

 

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

 

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements include the accounts of TOA Hikari Giken Co., Ltd.  Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated.

 

Cash equivalents.

 

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

 

INVENTORIES

 

Inventories are stated at the lower of cost of market with cost being determined on an average cost basis.

 

Fair value of financial instruments.

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

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

 

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

 

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

 

The carrying amounts of the Company's financial assets and liabilities, such as accrued expenses approximate its fair values because of the short maturity of this instrument. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at July 31, 2014, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from July 22, 2013 (inception) through end of fiscal year July 31, 2014.

 

REVENUE RECOGNITION

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

COMPREHENSIVE INCOME OR LOSS

 

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

 

DEFERRED AND CURRENT INCOME TAXES

 

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward.

 

Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by the FASB ASC Topic concerning Income Taxes to allow recognition of such an asset.

 

Income taxes.

 

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

For the year ended July 31, 2014, the Company did not have any interest and penalties associated with tax positions. As of July 31, 2014, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. For the year ended July 31, 2014,  the Company filed and cleared a 2013 tax return with the tax authority in the PRC.

 

Enterprise income tax in Japan is generally charged at 35.64% of a company’s assessable profit. The Company’s subsidiaries incorporated in Japan are subject to Japanese enterprises income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises.

 

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

 

For the period ended July 31, 2014 and July 31, 2013, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net operating loss carry forward is approximately $30,591 as at July 31, 2014 and will expire beginning in the year 2034. Annual use of the net operating loss may be limited by Internal Revenue Code Section 382 due to an ownership change.

 

The cumulative tax effect at the expected rate of 35.64% of significant items comprising our net deferred tax amount is as follows:

		July 31, 2014		July 31, 2013
Deferred tax asset attributable to
Net operating loss carryover		10,903		1,443
Valuation allowance		(10,903)		(1,443)
Net deferred tax assets	$	-	$	-	$

 

FOREIGN CURRENCY TRANSLATION

 

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

 

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

 

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

	July 31, 2014	July 31, 2013
Current JPY: US$1 exchange rate	102.79	98.08
Average JPY: US$1 exchange rate	101.22	89.46

 

Net loss per common share.

 

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of July 31, 2014 and 2013.

 

STOCK-BASED COMPENSATION

 

The Company adopted FASB guidance on stock based compensation upon inception at September 11, 2012. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock options issued for services from inception through July 31, 2014.

 

Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the service provided, or the fair market value of the stock issued multiplied by the number of shares awarded.

 

We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

The company has limited operations and is considered to be in the development stage. In the year ended July 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

 

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NOTE 3 - GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a start-up company and has few current revenue sources. These conditions raise substantial doubt to the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 4 - STOCKHOLDER’S EQUITY

 

On July 22, 2013, the Board of Directors issued 20,000,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $244 and developing the Company’s business concept and plan valued at $2,000 to a total amount of $2,244.

 

On June 20, 2014, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director’s compensation. 

 

Currently, our series A preferred stock entitles the holder thereof to 100 votes on all matters upon which the holders of the common stock of the Company are entitled to vote. Series A Preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions.

 

On June 20, 2014, the Company issued 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director’s compensation.

 

NOTE 5 - RELATED-PARTY TRANSACTIONS 

 

At July 31, 2014 the company had a forgiveness of Accounts Payable of $4,494 which was from the previous owner.

 

At July 31, 2014 the company had a related-party payable in the amount of $11,273 to its sole officer and director. The loan payable is due on demand and non-interest bearing.

 

During the period ended July 31, 2014, the Company purchased the products at $19,457 from OPTICAL TECH CO., LTD., a Japan Corporation (“Optical Tech”). Tatsumi Shioya who is President and CEO of the Company is also the owner, President and Director of Optical Tech.

 

NOTE 6 – SUBSEQUENT EVENTS 

 

On August 8, 2014 TOA Optical Tech Inc. had entered into a consulting agreement with ETN Services LLC “ETN”. All fees in the agreement were associated with SEC filing fees for this 10-K. The terms of the agreement were for ETN to assist with filing via the SEC Edgar Database.

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CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

 

		Pages
Condensed Balance Sheets		F11
Condensed Statements of Operations and Comprehensive Income (Loss)		F12
Condensed Statements of Cash Flows		F13
Condensed Notes to Consolidated Financial Statements		F14

 

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TOA OPTICAL TECH, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
			As of		As of
			January 31, 2015		July 31, 2014
ASSETS
Current Assets
	Cash and cash equivalents	$	1	$	-
	Inventories	$	17,030	$	19,457
TOTAL CURRENT ASSETS		$	17,031	$	19,457
TOTAL ASSETS		$	17,031	$	19,457
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Account payables - Related Party	$	17,030	$	19,457
	Loan from director	$	35,956	$	11,273
	Accrued expenses	$	7,350	$	8,550
	Tax payables	$	-	$	55
TOTAL CURRENT LIABILITIES		$	60,336	$	39,335
TOTAL LIABILITIES		$	60,336	$	39,335
Stockholders' Equity (Deficit)
	Preferred stock ($.0001 par value, 20,000,000 shares authorized;
	1,000,000 shares and none issued and outstanding
	as of January 31, 2015 and July 31, 2014)	$	100	$	100
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	60,000,000 shares and 20,000,000 shares issued and outstanding
	as of January 31, 2015 and July 31, 2014)	$	6,000	$	6,000
	Additional paid-in capital	$	4,494	$	4,494
	Accumulated deficit	$	(52,642)	$	(30,591)
Accumulated other comprehensive income
	Foreign currency translation	$	(1,257)	$	119
TOTAL SHAREHOLDERS' EQUITY		$	(43,306)	$	(19,878)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	17,031	$	19,457
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA OPTICAL TECH, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
			Three months		Three months		Six months		Six months
			Ended		Ended		Ended		Ended
			January 31, 2015		January 31, 2014		January 31, 2015		January 31, 2014
Revenues - Related Party		$	-	$	-	$	-	$	-
Cost of revenues - Related Party			-		-		-		-
Gross profit			-		-		-		-
General and Administrative Expenses
	Professional fees	$	3,881	$	1,098	$	19,707	$	1,098
	Other expenses		2,289		-		2,344		-
Total Expenses		$	6,170	$	1,098	$	22,051	$	1,098
NET INCOME (LOSS)		$	(6,170)	$	(1,098)	$	(22,051)	$	(1,098)
OTHER COMPREHENSIVE INCOME
	Foreign currency translation adjustment	$	809	$	-	$	(1,376)		-
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(5,361)	$	(1,098)	$	(23,427)	$	(1,098)
WEIGHTED AVERAGE SHARES OUTSTANDING			60,000,000		20,000,000		60,000,000		20,000,000
NET INCOME(LOSS) PER SHARE		$	(0.00)		(0.00)	$	(0.00)		(0.00)
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA OPTICAL TECH, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
			Six months		Six months
			Ended		Ended
			January 31, 2015		January 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(22,051)	$	(1,098)
	Changes in operating assets and liabilities:
	Inventories		2,427		-
	Prepaid expenses		-		2,000
	Accrued expenses		(1,255)		(2,000)
	Account payables - Related Party		(2,427)		-
	Net cash used in operating activities	$	(23,306)	$	(1,098)
CASH FLOWS FROM FINANCING ACTIVITIES
	Loan from director	$	24,683	$	1,097
	Net cash provided by financing activities	$	24,683	$	1,097
Net Change in Cash and Cash equivalents		$	1	$	-
Net effect of exchange rate changes on cash		$	(1,376)	$	1
Cash and cash equivalents - beginning of period			-		-
Cash and cash equivalents - end of period			1		-
NONCASH INVESTING AND FINANCING ACTIVITIES
	Contribution to capital by related party for write-off of accounts payable	$	-	$	2,494
SUPPLEMENTAL INFORMATION
Interest paid			-		-
Income taxes paid			-		-
The accompanying notes are an integral part of these unaudited financial statements.

 

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TOA OPTICAL TECH, INC

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2015

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS 

 

TOA Optical Tech, Inc. (the “Company”), a growth company, was incorporated under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business. As of January 31, 2015, the Company conducts a trading business through its wholly owned subsidiary, TOA Hikari Giken Co., Ltd., a Japan Corporation. Our business is engaged in the worldwide trading of LED products.

 

The accompanying unaudited condensed financial statements of TOA Optical Tech, Inc. (the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods and for the period from the date of inception have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended July 31, 2014.

 

The results of operations for the three month period ended January 31, 2015 are not necessarily indicative of the results for the full fiscal year ending July 31, 2015.

 

In the quarter ended January 31, 2015, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

NOTE 2 - GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a start-up company and has few current revenue sources. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 3 - RELATED-PARTY TRANSACTIONS

 

At January 31, 2015, the Company owed a related party in the amount of $35,956 to Hajime Abe, sole director, for payment of the Company’s expenses.

 

At January 31, 2015, the Company has $17,030 of related party payable due to Optical Tech Co., Ltd. (“Optical Tech”) for the amount of inventory purchases. Tatsumi Shioya who is the CEO and President of the Company is also the owner and the President of Optical Tech.

 

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 PART II. INFORMATION NOT REQUIRED IN 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	$	2,189.60
Auditor Fees and Expenses	$	8,000.00
Legal Fees and Expenses	$	8,000.00
EDGAR fees	$	5,800.00
Transfer Agent Fees	$	6,000.00
TOTAL	$	29,189.60

 

(1) All amounts are estimates, other than the SEC’s registration fee.

  

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

  

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

 

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

 

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

 

Our Bylaws provide that the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

 

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

 

Neither our Bylaws, nor our Certificate of Incorporation include any specific indemnification provisions for our officer or Directors against liability under the Securities Act of 1933, as amended. Additionally, insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

 

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

  

On June 25, 2014, Mr. Hajime Abe entered into stock purchase agreements with approximately 504 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 46,305,000 shares of common stock in total to these individuals and received $4,630 as aggregate consideration.

 

On September 25, 2014, Mr. Hajime Abe entered into stock purchase agreements with 1 Japanese shareholder. Pursuant to these agreements, Mr. Abe sold 50,000 shares of common stock in total to these individuals and received $5 as aggregate consideration.

 

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

 

On June 16, 2014, Hajime Abe entered into a Stock Purchase Agreement with the Company. Pursuant to this Agreement, Hajime Abe will and has transferred to TOA Optical Tech, Inc., 10 shares of the common stock of TOA Hikari, which represents all of its issued and outstanding shares in consideration of 10,000 JPY ($98 USD). This amount was not remitted in cash but was instead part of the balanced owed to Hajime Abe. Following the effective date of the share purchase transaction on July 31, 2014, the Company gained a 100% interest in the issued and outstanding shares of TOA Hikari’s common stock and TOA Hikari became a wholly owned subsidiary of the Company. The Company is now the controlling and sole shareholder of TOA Hikari. 

 

ITEM 16. EXHIBITS TO REGISTRATION STATEMENT

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		By-laws. (1)
5.1		Legal Opinion Letter (2)
10.1		Stock Purchase Agreement between the Company and Hajime Abe (3)
23.1		Consent of Independent Accounting Firm “MaloneBailey LLP”. (2)
23.2		Consent of Independent Accounting Firm “Messineo and Co., CPAs LLC” (2)

____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 22, 2014, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Filed as an exhibit to the Company's Registration Statement on Form 8-K, as filed with the SEC on August 7, 2014, and incorporated herein by this reference.

 

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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 383(b) (§230.383(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 383(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 383;

 

(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.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Osaka, Japan, on May 15, 2015.

 

	TOA OPTICAL TECH, INC.
	By: /s/ Tatsumi Shioya
	Name: Tatsumi Shioya
	Title: Chief Executive Officer (CEO) Date: May 15, 2015

 

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

 

Name: Tatsumi Shioya  Signature: /s/ Tatsumi Shioya  Title: President, and Chief Executive Officer (Principal Executive Officer) Date: May 15, 2015

  

Name: Hajime Abe  Signature: /s/ Hajime Abe  Title: Chief Financial Officer (Principal Financial Officer)  Date: May 15, 2015 

 

Name: Hajime Abe  Signature: /s/ Hajime Abe  Title: Chief Accounting Officer (Principal Accounting Officer)  Date: May 15, 2015 

 

Name: Hajime Abe  Signature: /s/ Hajime Abe  Title: Director Date: May 15, 2015 

 

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