Attached files

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EX-3.1 - ARTICLES OF INCORPORATION - HypGen Incasset_ex31.htm
EX-5.1 - LEGAL OPINION - HypGen Incasset_ex51.htm
EX-3.2 - BYLAWS OF THE REGISTRANT - HypGen Incasset_ex32.htm
EX-23.1 - CONSENT OF BHARAT PARIKH & ASSOCIATES C.A. - HypGen Incasset_ex231.htm
EX-10.1 - MARKETING AND SALES DISTRIBUTION AGREEMENT - HypGen Incasset_ex101.htm

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________

 

ASSET SOLUTIONS INC

(Exact name of registrant as specified in its charter)

 

Nevada

2520

(State or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code Number)

 

37-1780402

(IRS Employer
Identification Number)

 

Asset Solutions Inc.

5 Garbary, Gdansk, Poland 80327

Tel. (725)333-1501

Email: assetsolutions360@gmail.com

(Address and telephone number of principal executive offices)

 

National Registered Associates LLC 17 Castle Carson City, NV 89706

Tel. (425)920-4745

(Name, address and telephone number of agent for service)

 

Copies to: 
John E. Lux, Esq.
Attorney at Law
1629 K Street, Suite 300
Washington, DC 20006
(240) 200-4529

 

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

 

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

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 

If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 

If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Securities to be Registered

 

Amount To Be Registered(1)

 

 

Offering Price Per Share(2)

 

 

Aggregate Offering Price

 

 

Registration

Fee

 

Common Stock:

 

 

2,000,000

 

 

$ 0.04

 

 

$ 80,000

 

 

$ 8.06

 

 

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

 

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 
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PROSPECTUS

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

ASSET SOLUTIONS INC

2,000,000 SHARES OF COMMON STOCK

$0.04 PER SHARE

 

This is the initial offering of common stock of Asset Solutions Inc and no public market currently exists for the securities being offered. We are offering for sale a total of 2,000,000 shares of common stock at a fixed price of $0.04 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Olaf Robak, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.04 per share for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 2,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part. 

 

 

 

Offering
Price

 

 

Expenses

 

 

Proceeds to
Company

 

Per share

 

$ 0.04

 

 

$ 0.0016

 

 

$ 0.0084

 

Total

 

$ 80,000

 

 

$ 8,000

 

 

$ 42,000

 

 

Asset Solutions Inc is a development stage company and has only recently started its operations. To date we have been involved primarily in organizational activities, making the initial sales of our products and purchasing our office location at 5 Garbary, Gdansk, Poland 80327. We do not have sufficient capital for operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for Asset Solutions Inc which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

The following table shows the anticipated proceeds from the offering assuming the sale of 50%, 75%, and 100% of the shares.

 

Gross proceeds

 

$ 40,000

 

 

$ 60,000

 

 

$ 80,000

 

Offering expenses

 

$ 8,000

 

 

$ 8,000

 

 

$ 8,000

 

Net proceeds

 

$ 32,000

 

 

$ 52,000

 

 

$ 72,000

 

 

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 14 BEFORE BUYING ANY SHARES OF ASSET SOLUTIONS INC.’S COMMON STOCK.

 

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

 

SUBJECT TO COMPLETION, DATED __________, 2015

 

 
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TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

 

 

5

 

RISK FACTORS

 

 

7

 

FORWARD-LOOKING STATEMENTS

 

 

15

 

USE OF PROCEEDS

 

 

15

 

DETERMINATION OF OFFERING PRICE

 

 

15

 

DILUTION

 

 

16

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

 

 

17

 

DESCRIPTION OF BUSINESS

 

 

22

 

LEGAL PROCEEDINGS

 

 

25

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

 

 

25

 

EXECUTIVE COMPENSATION

 

 

27

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 

28

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

28

 

PLAN OF DISTRIBUTION

 

 

29

 

DESCRIPTION OF SECURITIES

 

 

31

 

INDEMNIFICATION 

 

 

32

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

 

32

 

EXPERTS

 

 

32

 

AVAILABLE INFORMATION

 

 

33

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

 

33

 

INDEX TO THE FINANCIAL STATEMENTS

 

 

F-1

 

 

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

 

 
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PROSPECTUS SUMMARY

 

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE”, “US”, “OUR”, “ASSET” AND “ASSET SOLUTIONS” REFERS TO ASSET SOLUTIONS INC. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

 

ASSET SOLUTIONS INC.

 

We are a development stage company and commenced operations in the distribution of office chair products. Asset Solutions Inc. was incorporated in Nevada on March 26, 2015. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $40,000 for the next twelve months as described in our Plan of Operations. We expect our operations to begin to generate revenues during months 6-12 after completion of this offering. However, there is no assurance that we will generate any revenue in the first 12 months after completion our offering or ever generate any revenue. Being a development stage company, we have very limited operating history. If we are unable to raise a minimum funding of $40,000 required to conduct our business over the next 12 months, our business may fail. After twelve months period we may need additional financing. Our principal executive offices are located at 5 Garbary, Gdansk, Poland 80327. Our phone number is (725)333-1501.

 


From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (March 26, 2015) through the year ended May 31, 2015 and the subsequent quarter ended August 31, 2015, reported revenue of $60,885 and a net gain of $11,948. Our independent registered public accounting firm has issued an audit opinion for Asset Solutions Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan and entered into a Marketing and Sales Distribution Agreement with our suppliers Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO.,LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED, dated March 27th, April 2nd and April 13th. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The company is publicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success.

 

THE OFFERING

 

The Offering

This is a self-underwritten, direct primary offering with no minimum purchase requirement.

 

 

The Issuer:

ASSET SOLUTIONS INC.

 

 

Securities Being Offered:

2,000,000 shares of common stock.

 

 

Price Per Share:

$0.04

 

 

Duration of the Offering:

The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 2,000,000 shares is completed, (iii) when the Board of Directors decide that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part. 

 

 

Gross Proceeds

$80,000

 

 

Securities Issued and Outstanding:

There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Olaf Robak

 

 

Subscriptions

All subscriptions once accepted by us are irrevocable.

 

 

Registration Costs

We estimate our total offering registration costs to be approximately $8,000.

 

 

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.

 

 
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SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our audited financial statements for the period from March 26, 2015 (Inception) to May 31, 2015.

 

Financial Summary

 

May 31, 2015 ($)

(Audited)

 

Cash

 

 

4,890

 

Total Assets

 

 

18,543

 

Total Liabilities

 

 

100

 

Total Stockholder’s Equity (Deficit)

 

 

18,443

 

 

Statement of Operations

 

Accumulated From
March 26, 2015

(Inception) to May 31, 2015 ($)

(Audited)

 

Revenue

 

 

30,873

 

Cost of Sales

 

 

16,393

 

G&A Expenses

 

 

38

 

Net Gain for the Period

 

 

14,443

 

Net Gain per Share

 

 

0.00

 

 

The tables and information below are derived from our reviewed financial statements for the three month period from June 1, 2015 to August 31, 2015.  

 

Financial Summary

 

August 31, 2015 ($)

(unaudited)

 

Cash and Deposits

 

 

2,662

 

Total Assets

 

 

16,049

 

Total Liabilities

 

 

101

 

Total Stockholder’s Equity (Deficit)

 

 

15,948

 

 

Statement of Operations

 

Accumulated From
March 26, 2015

(Inception) to May 31, 2015 ($)

(Audited)

 

Revenue

 

 

30,011

 

Cost of Sales

 

 

25,257

 

G&A Expenses

 

 

7,248

 

Net Gain for the Period

 

 

(2,494 )

Net Gain per Share

 

 

(0.00 )

 

 
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RISK FACTORS

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

RISKS ASSOCIATED TO OUR BUSINESS

 

WE HAVE EARNED LIMITED REVENUE FROM ONE SALE; HOWEVER. OUR ABILITY TO DEVELOP AND SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING.  OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

    

We have accrued a net gain of $11,948 for the period from our inception on March 26, 2015 to May 31, 2015, and have revenues as of this date. Our future is dependent upon our ability to obtain financing to develop our operations and upon future profitable operations in the distribution of office chair products. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. Bharat Parikh & Associates C.A., our independent registered public accounting firm, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Asset Solutions Inc. is suitable.

 

 
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WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO DEVELOP OUR BUSINESS OPERATION, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.

 

Our current operating funds are less than necessary to complete our intended operations in the distribution of office chair products. We need the proceeds from this offering to expand our operations as described in the “Plan of Operation” section of this prospectus. As of August 31, 2015, we had cash in the amount of $2,662 and liabilities of $101. As of August 31 2015, we had revenues of $60,855 with cost of goods sold of $41,650. The proceeds of this offering may not be sufficient for us to achieve revenues and profitable operations. We may need additional funds to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

 

We were incorporated on March 26, 2015 and to date have been involved primarily in organizational activities, getting initial sales done and purchasing an office located at 5 Garbary, Gdansk, Poland 80327. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing increase in revenues. We expect to incur losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 

 

We require minimum funding of approximately $40,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from Olaf Robak, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Mr.Robak has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. We do not currently have any arrangements for additional financing.

 

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.

 

 
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WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.

 

Our industry is competitive. There are many different office chair products distributors. Even though the industry is highly fragmented, it has a number of large and well established companies, which are profitable and have developed a brand name. Aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in our market.

 

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

 

We currently have no customers. We have not identified any customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell office chair products at prices which generate a profit.

 

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 products 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 WE WILL EXPORT OUR PRODUCTS FROM CHINA, A DISRUPTION IN THE DELIVERY OF EXPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.

 

We will export our product from China. Because we plan to purchase our products in China and have them shipped to the locations of our customers in the United States and possibly later in Europe, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in the destination countries. Deliveries of our products may be disrupted through factors such as:

 

 

(1)

raw material shortages, work stoppages, strikes and political unrest;

 

 

(2)

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

 

 

(3)

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

 

 

(4)

economic crises, international disputes and wars.

 

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

 

 
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BECAUSE CHINESE LAW GOVERNS ALMOST ALL OF OUR MATERIAL AGREEMENTS, WE MAY NOT BE ABLE TO ENFORCE OUR LEGAL RIGHTS WITHIN CHINA OR ELSEWHERE, WHICH COULD RESULT IN A SIGNIFICANT LOSS OF BUSINESS, BUSINESS OPPORTUNITIES, OR CAPITAL.

 

We have a supply agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED. We cannot assure you that we will be able to enforce this agreement or any of our material agreements that we may enter into or that remedies will be available outside of China.  The system of laws and the enforcement of existing laws in China may not be as certain in implementation and interpretation as in the United States.  The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy under any of our agreements could result in a significant loss of business, business opportunities or capital.

  

IMPOSITION OF TRADE BARRIERS AND TAXES MAY REDUCE OUR ABILITY TO DO BUSINESS INTERNATIONALLY, AND THE RESULTING LOSS OF REVENUE COULD HARM OUR PROFITABILITY.

 

We may experience barriers to conducting business and trade in our targeted emerging markets in the form of delayed customs clearances, customs duties and tariffs. In addition, we may be subject to repatriation taxes levied upon the exchange of income from local currency into foreign currency, substantial taxes of profits, revenues, assets and payroll, as well as value-added tax. The markets in which we plan to operate may impose onerous and unpredictable duties, tariffs and taxes on our business and products, and there can be no assurance that this will not reduce the level of sales that we achieve in such markets, which would reduce our revenues and profits.

 

BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE IN OUR INTENDED OPERATIONS OF THE DISTRIBUTION OF OFFICE CHAIR PRODUCTS, OUR BUSINESS HAS A HIGH RISK OF FAILURE.

 

Our sole officer and director has no professional training or experience in the distribution of office chair products. Mr.Robak’s lack of experience might hinder our ability to continue selling our office chair products and increase our earned revenue. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

 

ALL OF OUR PRODUCT PURCHASES WILL BE MADE FROM SUPPLIERS IN ONE COUNTRY. IF THESE SUPPLIERS DECREASE OR TERMINATE THEIR RELATIONSHIPS WITH US OUR BUSINESS WOULD LIKELY FAIL IF WE ARE UNABLE TO FIND A SUBSTITUTE FOR THESE COMPANIES.

 

As a result of being totally dependent on our wholesale suppliers only located in China, we may be subject to certain risks, including changes in regulatory requirements, tariffs and other barriers, increased pressure, timing and availability of export licenses, the burden of complying with a variety of foreign laws and treaties, and uncertainties relative to regional, political and economic circumstances. We purchase our products from Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED. Our agreement with these companies does not prevent them from supplying their office chair products to our competitors or directly to consumers. If these companies decrease, modify or terminate their associations with us for any other reason, we would suffer an interruption in our business unless and until we found a substitute for these suppliers. If we were unable to find a substitute for these suppliers, our business would likely fail. We cannot predict what the likelihood would be of finding acceptable substitute suppliers.

  

 
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BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 50% OR MORE OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

 

Mr. Robak, our sole officer and director, will own 50 % or more of the outstanding shares of our common stock based on the number of shares sold in the offering. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Robak may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

 

BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS.

 

Olaf Robak, our sole officer and director will only be devoting limited time to our operations. He will be devoting approximately 20 hours a week to our operations. Because our sole office and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

 

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

 

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of an investor's shares.

 

OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.

 

We have never operated as a public company. Olaf Robak, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

 

AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

-

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

-

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

-

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

-

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

-

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

 

 
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

 

Until such time, however, 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.

 

RISKS ASSOCIATED WITH THIS OFFERING

 

OUR PRESIDENT, MR. ROBAK DOES NOT HAVE ANY PRIOR EXPERIENCE OFFERING AND SELLING SECURITIES, AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.

 

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

 

BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.

 

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on March 26, 2015 and has only a limited operating history and initial earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

 

 
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WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling at least 50% of the shares and we receive the proceeds in the amount of $40,000 from this offering, we may have to seek alternative financing to implement our business plan.

 

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLIHED 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 $2,000,000 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 deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

 

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Asset Solutions Inc. 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.

 

 
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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 $8,000. We will have to utilize funds from Olaf Robak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

 

WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

 

We will be 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 expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. If our business develops and grows, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

 

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. However, as an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

 

 
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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.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.04. The following table sets forth the uses of proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. We reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated in an amended prospectus reflecting the same. There is no assurance that we will raise the full $80,000 as anticipated.

 

Gross proceeds

 

$40,000 (50%)

 

 

$60,000 (75%)

 

 

$80,000 (100%)

 

Offering expenses

 

$ 8,000

 

 

$ 8,000

 

 

$ 8,000

 

Net proceeds

 

$ 32,000

 

 

$ 52,000

 

 

$ 72,000

 

Establishing office

 

$ 4,000

 

 

$ 4,000

 

 

$ 5,000

 

Website development

 

$ 5,500

 

 

$ 9,500

 

 

$ 12,500

 

Sales person salary

 

$ -

 

 

$ 11,000

 

 

$ 23,000

 

Marketing and advertising

 

$ 7,000

 

 

$ 9,500

 

 

$ 14,000

 

SEC reporting and compliance

 

$ 15,000

 

 

$ 15,000

 

 

$ 15,000

 

Miscellaneous expenses

 

$ 500

 

 

$ 1,000

 

 

$ 2,500

 

 

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

 

DETERMINATION OF OFFERING PRICE

 

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 

 
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DILUTION

 

The price of the current offering is fixed at $0.04 per share. This price is significantly higher than the price paid by the Company’s officer for common equity since the Company’s inception on March 26, 2015. Olaf Robak, the Company’s sole officer and director, paid $.001 per share for the 4,000,000 shares of common stock he purchased from the Company on May 13, 2015.

 

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

 

As of August 31, 2015, the net tangible book value of our shares of common stock was $15,948 or approximately $0.004 per share.

 

If 100% of the Shares Are Sold:

 

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $87,948 or approximately $0.0147 per share. The net tangible book value per share prior to the offering is $0.004. The net tangible book value of the shares held by our existing stockholder will be increased by $ 0.011 per share without any additional investment on his part. Investors in the offering will incur an immediate dilution of $0.025 per share.

 

After completion of 100% of the offering investors in the offering will own 33% of the total number of shares then outstanding for which they will have made cash investment of $80,000, or $0.04 per share. Our existing stockholder will own 67% of the total number of shares then outstanding, for which he has made contributions of cash totaling $4,000 or $0.001 per share.

 

If 75% of the Shares Are Sold

 

Upon completion of this offering, in the event 75% of the shares are sold, the net tangible book value of the 5,500,000 shares to be outstanding will be $67,948 or approximately $0.0124 per share. The net tangible book value per share prior to the offering is $0.004. The net tangible book value of the shares held by our existing stockholder will be increased by $ 0.008 per share without any additional investment on his part. Investors in the offering will incur an immediate dilution of $0.028 per share.

 

After completion of 75% of the offering investors in the offering will own 27% of the total number of shares then outstanding for which they will have made cash investment of $60,000, or $0.04 per share. Our existing stockholder will own 73% of the total number of shares then outstanding, for which he has made contributions of cash totaling $4,000 or $0.001 per share.

 

If 50% of the Shares Are Sold

 

Upon completion of this offering, in the event 50% of the shares are sold, the net tangible book value of the 5,000,000 shares to be outstanding will be $47,948 or approximately $0.0096 per share. The net tangible book value per share prior to the offering is $0.004. The net tangible book value of the shares held by our existing stockholder will be increased by $ 0.006 per share without any additional investment on his part. Investors in the offering will incur an immediate dilution of $0.030 per share.

 

After completion of 50% of the offering investors in the offering will own 20% of the total number of shares then outstanding for which they will have made cash investment of $60,000, or $0.04 per share. Our existing stockholder will own 80% of the total number of shares then outstanding, for which he has made contributions of cash totaling $4,000 or $0.001 per share.

 

 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

 

·

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

 

 

 

·

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

 

 

 

 

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

 

 

 

·

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

 

 

 

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

 

 
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Our cash balance is $2,662 as of August 31, 2015. Our cash balance is not sufficient to fund our operations for any period of time without further revenue. Olaf Robak, our Chairman and President, has informally agreed to advance funds to allow us to pay for filing fees and professional fees if necessary. As of August 31, 2015, Mr. Robak advanced us $100 to open the bank account; however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations as outlined for the next twelve month period, we require a minimum of $40,000 of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing. We do not currently have any arrangements for additional financing. Our principal executive offices are located at 5 Garbary, Gdansk, Poland 80327. Our phone number is (725)333-1501.

 

We are a development stage company and have generated some revenue to date. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated some revenues and no substantial increase of revenues is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have 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, or cease operations entirely. Even if we raise $80,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

 

PLAN OF OPERATION

 

We intend to continue our operations in the business of office chair products distribution. We have generated $60,885 in revenues and our principal business activities to date consist of creating a business plan, purchasing our office building in Poland and signing a Marketing and Sales Distribution Agreement with our suppliers: Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.

  

Our current cash balance will not be sufficient to fund our operations for the next 12 months, if we are unable to successfully raise money in this offering. However, if we sell half of the securities offered for sale by the Company and raise the gross proceeds of $40,000 will satisfy cash requirements for 12 months and we will not be required to raise additional funds to meet operating expenses, but our growth strategy will be limited. If we sell more than half of the shares in this offering, we believe the money will last for more than a year, and also provide funds for growth strategy. If we need more money we will have to revert to obtaining additional financing by way of a private debt or equity financing. We may also utilize funds from Mr. Robak, our sole Officer and Director, who has informally agreed to advance funds to allow us to pay for filing fees and professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. There is no a maximum amount of funds that our President has agreed to advance. Mr. Robak, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

 
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Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated limited revenues and no substantial increase in revenues is anticipated until we complete our initial business development. During first months after completion of this offering, we will furnish our office and develop our web site. During months 6-12 we will be developing our marketing campaign and we believe we will start to see substantial increase in sales of our products and earn much larger revenue. Until this time, we do not believe that our operations will greatly increasing in profits. There is no assurance we will ever reach that stage.

 

We will not be conducting any product research or development right now, but we might do it in the future. Further we do not expect significant changes in the number of employees which we have none right now. Upon completion of our public offering, our specific goal is to increase our sales of our office chair products.

 

After the effectiveness of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital. During this period, our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to increase our sales of our office chair products. Our plan of operations following the completion is as follows:

 

Furnish our Office

Time Frame: 1st- 3rd months.

Material costs: $4,000-$5,000.

 

Upon completion of the offering we plan to furnish up our office which we purchased on May 29, 2015 in Poland and acquire the necessary equipment to continue operations. We plan to purchase office equipment such as computer, telephones, fax, office supplies and furniture. Our sole officer and director, Olaf Robak will take care of our initial administrative duties. We believe that it will cost at least $4,000 to set up office and obtain the necessary equipment and stationery to continue operations. If we sell 75% of the shares offered the furnishing costs will remain at $4,000. In the event we sell all of the shares offered we will buy additional and more advanced equipment that will help us in everyday operations; therefore the office furnishing costs will be approximately $5,000.

 

Develop Our Website

Time Frame: 4th - 6th months.

Material costs: $5,500-$12,500.

 

During this period, we intend to begin developing our website. Our sole officer and director, Olaf Robak will be in charge of registering our web domain. As of the date of this prospectus we have not yet identified or registered any domain names for our website. Once we register our web domain, we plan to hire a web designer to help us with the design and develop our website. We do not have any written agreements with any web designers at current time. The website development costs, including site design and implementation will be approximately $5,500. If we sell 75% or 100% of the shares offered and all of the shares offered we will develop more sophisticated and well-designed web site, therefore developing cost will be $9,500 and $12,500 accordingly. Updating and improving our website will continue throughout the lifetime of our operations.

 

 
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Marketing

Time Frame: 6th - 12th months.

Material costs: $7,000-$14,000.

 

Once our website is operational, we will begin to market our products. We will develop our client base by focusing our marketing efforts on office chair products distributors. Our geographical market we first intend to distribute our products is United States. We will compete with other distributors and manufactures for positioning of our products in retail space. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We also plan to attend trade shows in our industry to showcase our product with a view to find new customers. We believe that we should begin to see results from our marketing campaign within 120 days from its initiation. We also will use internet promotion tools on Facebook and Twitter to advertise our products and company. We intend to spend from $7,000 to $14,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.

 

If we do not raise at least $40,000 in this offering, 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 increase profitability, we may have to suspend or cease operations.

 

Negotiate agreements with potential customers

Time Frame: 6th-12th months.

No material costs.

 

When our website is operational, we plan to contact and start negotiation with more potential customers. We plan to enter into distribution and supply agreements with office chair products distributors . We will negotiate terms and conditions of collaboration. This activity will be ongoing throughout our operations. Even if we are able to obtain sufficient number of agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

 

Hire a sales person

Time Frame: 6th - 12th months.

Material costs: $0-$23,000.

 

If we do not sell at least 75% of shares in this offering we will not hire an outside salesperson unless revenues support the cost. If we raise at least 75% from the offering we intend to hire one part time salesperson with good knowledge and connections in the office chair products distribution for $11,000. The salesperson’s job would be to find new potential purchasers, introduce our products and to set up agreements with them to buy our office chair products. If we sell 100% shares in this offering we will hire the salesperson fulltime at $23,000.

 

In summary, during 1st-6th month we should have established our office and developed our website. After this point we should be ready to start more significant operations and start selling our products. During months 6-12 we will be developing our marketing campaign. There is no assurance that we will increase our revenue in the first 12 months after completion of our offering.

 

Olaf Robak, our president will be devoting approximately twenty hours per week to our operations. Once we expand operations, and are able to attract more and more customers to buy our products, Mr. Robak has agreed to commit more time as required. Because Mr. Robak will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations

 

 
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Estimated Expenses for the Next Twelve Month Period

 

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

 

Gross proceeds

 

$40,000 (50%)

 

 

$60,000 (75%)

 

 

$80,000 (100%)

 

Offering expenses

 

$ 8,000

 

 

$ 8,000

 

 

$ 8,000

 

Net proceeds

 

$ 32,000

 

 

$ 52,000

 

 

$ 72,000

 

Establishing office

 

$ 4,000

 

 

$ 4,000

 

 

$ 5,000

 

Website development

 

$ 5,500

 

 

$ 9,500

 

 

$ 12,500

 

Sales person salary

 

$ -

 

 

$ 11,000

 

 

$ 23,000

 

Marketing and advertising

 

$ 7,000

 

 

$ 9,500

 

 

$ 14,000

 

SEC reporting and compliance

 

$ 15,000

 

 

$ 15,000

 

 

$ 15,000

 

Miscellaneous expenses

 

$ 500

 

 

$ 1,000

 

 

$ 2,500

 

 

The various offering amounts presented in the table above are for illustrative purposes only and the actual amount of proceeds raised, if any, may differ significantly.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated our first revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue to expand our operations. Equity financing could result in additional dilution to existing shareholder.

 

Results of operations

 

From Inception on March 26, 2015 to August 31, 2015

 

During the period we incorporated the company, prepared a business plan, purchased our office in Poland for $13,653 and executed a Marketing and Sales Distribution Agreement with our suppliers, Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED. Our net income since inception is $11,948. We have meaningfully commenced our proposed business operations and will continue to do so until we have completed this offering.

  

Since inception, we have sold 4,000,000 shares of common stock to our sole officer and director for net proceeds of $4,000.

 

 
21 | Page
 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of August 31, 2015, the Company had $2,662 in cash and our liabilities were $101. The available capital reserves of the Company are not sufficient for the Company to remain operational.

 

We are attempting to raise funds to proceed with our plan of operation. We may have to utilize funds from Olaf Robak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. However, Mr. Robak has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. To proceed with our operations within 12 months, we need a minimum of $40,000.We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. In a long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial increase in revenues is anticipated until we have completed the financing from this offering and implemented our plan of operations. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting company.

 

Should the Company fail to sell at least 50% of the 2,000,000 shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.

 

DESCRIPTION OF BUSINESS

 

General

 

Asset Solutions Inc. was incorporated in the State of Nevada on March 26, 2015 and established a fiscal year end of May 31. We do have initial revenues, have hard assets (office in Poland) and have incurred net profits since inception. We are a development-stage company formed to continue operations in the distribution of office chair products. We have recently started our operation. As of today, we have developed our business plan, purchased our office in Poland, and executed a Marketing and Sales Distribution Agreement with our suppliers: Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED, dated March 27th, April 2nd, April 13th. We maintain our statutory registered agent's office at 17 Castle Carson City, NV 89706. Our business office is located at 5 Garbary, Gdansk, Poland 80327. Our telephone number is (725)333-1501.

  

We plan to market and distribute an assortment of office chair products. Our products will be offered at prices marked-up from 15% to 20% of our cost. Our customers will be asked to pay us 100% in advance. We plan to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written order. We do not intend to offer any credit terms relating to order payments. Our customers will be asked to pay us 100% in advance. Customers will have two options to pay for products: by wire transfer or by sending a check/money order. If customer decides to pay by check/money order, then we will apply a certain amount of days before shipping to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Since we anticipate having a 30-day period to process/fill orders, we do not plan to purchase inventory in advance, but rather ship directly from supplier to customer. We do not intend to store inventory for any period of time. The orders will be shipped to the customers upon customers’ requests. Customers will be responsible for the custom duties, taxes, insurance or any other additional charges that might incur.

 

 
22 | Page
 

 

Product

 

We plan to distribute office chair products such as office chairs as well as office chairs accessories to the US wholesalers.

 

Our Suppliers

 

Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. ,YICHUANG INDUSTRY LIMITED located in China. These companies are manufacturers of office chair products in China and collaborate with many companies in Chinese Republic and in the U.S.

 

Sales and Marketing Strategy

 

We intend to distribute our products to United States. We intend to enter into agreements with numerous office chair product wholesale distributors and the wholesale distributors will markets and sell the products to its retail clients. As of today, we have identified one wholesaler to sell our products. Our competitive advantage is that we offer a high quality product, while maintaining reasonable prices.

 

Initially, our sole officer and director, Olaf Robak will market our products. If we sell at least 75% shares in this offering, we intend to hire a part-time salesperson with good knowledge and connections in the office chair products distribution industry to introduce our product. If we are able to sell 100% of the offering we will hire a full-time salesperson. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our office chair products. We intend to focus on direct marketing efforts whereby our representative will directly contact:

 

*

distributors that are responsible for marketing and selling office chair products;

*

commercial office managers who can introduce us to their business customers;

*

retail outlets such as office supply stores.

 

Competition

 

The level of competition in office chair products distribution business is extremely high. Many of our established competitors have developed a brand following which would make our potential customers prefer their office chair products over ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to continue to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of office chair products which would leave us at a disadvantage. The principal competitive factors in our industry are pricing and quality of goods. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

 

Asset Solutions Inc. has entered the market and has initial market penetration to date. Since we have entered the market, we are one of many participants in the business of distributing office chair products. Many established, yet well financed entities are currently active in the business of distribution such products. Nearly all Asset Solutions Inc.'s competitors have significantly greater financial resources, technical expertise, and managerial capabilities than Asset Solutions Inc. We are, consequently, at a significant competitive disadvantage in the market.

 

 
23 | Page
 

 

Marketing and Sales Distribution Agreement with our supplier

 

We have executed a Marketing and Sales Distribution Agreement with our suppliers: Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. ,YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd, April 13th. This Marketing and Sales Distribution Agreement (the "Agreement") is made by and between Asset Solutions Inc., a Nevada Corporation ("Distributor") to market and distribute the office chair products ("Products"), and Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. ,YICHUANG INDUSTRY LIMITED, Chinese companies ("Suppliers"), collectively the "Parties", on March 27th, April 2nd and April 13th,2015. The material terms of the Marketing and Sales Distribution Agreement are the following:

  

RECITALS:

A. Seller owns certain products.

 

B. Buyer desires to purchase these products.

 

C. The parties mutually desire to enter into this Purchase and Sale Contract for the expressed purpose of the foregoing.

 

1. Consideration: Buyer shall pay Seller the sum as may be agreed upon in writing by the parties (the "Closing Date" or "Closing") The effective date of the transfer of the Assets (goods) (as defined below) shall also be the Closing Date.

 

2. Assets. Subject to the terms and conditions of this Purchase and Sale Contract, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase, accept and pay for the Assets (as defined below).

 

3. Representations and Warranties of Seller

(a) Existence. Seller is a corporation duly formed, validly existing and in good standing .

 

(b) Power. Seller has the power to enter into and perform this Purchase and Sale Contract and the transactions contemplated by this Purchase and Sale Contract.

 

(c) Authorization and Enforceability. The execution, delivery and performance of this Purchase and Sale Contract, and the transaction contemplated hereby, have been duly and validly authorized by all necessary action on the part of Seller.

 

(d) Claims, Litigation and Title. There are no claims, actions, suits or proceedings pending or threatened against Seller which, if determined adversely to Seller, would have a material adverse affect on the Assets or which would materially and adversely affect Seller's ability to perform its obligations under this Purchase and Sale Contract.

 

(e) Consents and Preferential Rights. All required notices in respect of consents to assignment and preferential rights to purchase relating to the Assets have been obtained by Seller.

 

(f) Environmental Laws. The Assets and related operations are not subject to any existing or threatened suit, investigation, or proceeding related to any obligation under any Environmental Law.

 

4. Personal Property: This sale shall include all fixtures such as written up in future Purchase Orders and Invoices.

 

5. Further Assurances: The parties agree to cooperate as reasonably requested by any other party to effectuate the assignments and intent contained herein. Such cooperation includes the execution of documents required by governmental agencies and/or third parties to effectuate any of the foregoing.

 

6. Governing Law: THE PARTIES EACH IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDINGS OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND FURTHER AGREE NOT TO PLEAD OR CLAIM ANY RIGHTS TO A TRIAL BY JURY IN SUCH PROCEEDING.

 

7. Entire Agreement: This Agreement constitutes the entire agreement of the Parties relative to the subject matter contained herein, and there are no oral or other representations or warranties connected with the subject matter hereof. This Agreement supersedes all prior agreements between the Parties relating to the subject matter contained herein.

 

All copies of Sales Distribution Agreements are filed as Exhibit 10.1 to this registration statement.

 

Insurance

 

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

 

 
24 | Page
 

 

Employees

 

We are a development stage company and currently have no employees, other than our sole officer, Olaf Robak.

 

Offices

 

Our business office is located at 5 Garbary, Gdansk, Poland 80327. Our phone number is (725)333-1501. We purchase the office on May 29, 2015 for $13,652.55.

 

Government Regulation

 

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of office chair products and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.

 

LEGAL PROCEEDINGS

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

 

The name, age and titles of our executive officer and director are as follows:

 

Name and Address of Executive Officer and/or Director

Age

Position

Olaf Robak

5 Garbary, Gdansk, Poland 80327

44

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

 

Olaf Robak has acted as our President, Treasurer, Secretary and Director since our incorporation on March 26, 2015. Mr. Robak owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Robak was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Since 2000 he has been working as owner of his own business “Biurowe Dystrybucjiin, Ltd.” in office supplies distribution industry in Poland. Mr. Robak intends to devote 20 hours a week of his time to planning and organizing activities of Asset Solutions Inc.

 

 
25 | Page
 

 

During the past ten years, Mr.Robak has not been the subject to any of the following events:

 

1. Any bankruptcy petition filed by or against any business of which Mr. Robak was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

 

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Robak’s involvement in any type of business, securities or banking activities.

 

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

6. 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;

 

7. 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. 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.

 

TERM OF OFFICE

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 

DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Olaf Robak, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

 

 
26 | Page
 

 

EXECUTIVE COMPENSATION

 

MANAGEMENT COMPENSATION

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on March 26, 2015 until August 31, 2015:

 

Summary Compensation Table

 

Name and Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

All Other

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

Olaf Robak, President, Secretary and Treasurer

 

2015

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

There are no current employment agreements between the company and its officer.

 

Mr. Robak currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

 

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 

Director Compensation

 

The following table sets forth director compensation as of August 31, 2015:

 

Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olaf Robak

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Olaf Robak is our officer, director, control person and promoter and he shall receive no compensation for the placement of the offering.

 

On May 13, 2015, we issued a total of 4,000,000 shares of restricted common stock to Olaf Robak in consideration of $4,000. Further, Mr. Robak has advanced funds to us. As of August 31, 2015, Mr. Robak advanced us $100. Mr. Robak will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Robak. Mr. Robak will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Robak does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Robak or the repayment of the funds to Mr. Robak. The entire transaction was oral. We have a verbal agreement with Mr.Robak that, if necessary, he will loan the company funds to complete the registration process.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 31, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

 

 

Common Stock

 

Olaf Robak

5 Garbary, Gdansk, Poland 80327

 

4,000,000 shares of common stock (direct)

 

 

100 %

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31, 2015, there were 4,000,000 shares of our common stock issued and outstanding.

 

Future sales by existing stockholders

 

A total of 4,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

 

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 4,000,000 restricted shares of our common stock.

 

 
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PLAN OF DISTRIBUTION

 

Asset Solutions Inc. has 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 2,000,000 shares of its common stock for sale at the price of $0.04 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. The person offering the securities on your behalf may be deemed to be an underwriter of this offering within the meaning of that term as defined in Section 2(11) of the Securities Act.

 

In connection with the Company’s selling efforts in the offering, Olaf Robak 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. Mr. Robak is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Robak 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. Mr. Robak is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Robak will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Robak will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii). Mr. Robak may solicit the investors through personal contact, by telephone or mail/email. He will identify those who might have an interest in purchasing shares among his personal friends and business associates. He will not use any supplemental materials in this regard.

 

Asset Solutions Inc. will receive all proceeds from the sale of the 2,000,000 shares being offered. The price per share is fixed at $0.04 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.04 for up to 240 days from the effective date of this prospectus.

 

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.04 per share.

 

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

 

 
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We have no intention of inviting broker-dealer participation in this Offering.

 

The expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) are expected to be $8,000.

 

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 “Asset Solutions Inc.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers. 

 

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. 

 

Penny Stock Regulations

 

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $2,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

 
30 | Page
 

 

STATE SECURITIES - BLUE SKY LAWS

 

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

 

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

 

DESCRIPTION OF SECURITIES

 

GENERAL

 

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of August 31, 2015, there were 4,000,000 shares of our common stock issued and outstanding those were held by one registered stockholder of record, our sole officer and director, Olaf Robak.

 

COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our common stock.

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

 

WARRANTS

 

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

 

 
31 | Page
 

 

OPTIONS

 

We have not issued and do not have any outstanding options to purchase shares of our common stock.

 

CONVERTIBLE SECURITIES

 

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

INDEMNIFICATION

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $80,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Asset Solutions Inc. as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

EXPERTS

 

Bharat Parikh & Associates C.A., our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Bharat Parikh & Associates C.A. has presented its report with respect to our audited financial statements.

 

 
32 | Page
 

 

LEGAL MATTERS

 

John E. Lux, Esq. has opined on the validity of the shares of common stock being offered hereby.

 

AVAILABLE INFORMATION

 

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 

FINANCIAL STATEMENTS

 

Our fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by Bharat Parikh & Associates C.A.

 

The financial information presented is the audited financial statements for the period from Inception (March 26, 2015) to May 31, 2015 and the reviewed financial statements for the three months ended August 31, 2015.

 

 
33 | Page
 

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

 

 

F-2

 

 

 

 

 

 

Financial Statements

 

 

 

 

 

 

 

 

 

Balance sheet -May 31, 2015

 

F-3

 

 

 

 

 

 

Statement of Operations - March 26, 2015 (Inception) through May 31, 2015

 

F-4

 

 

 

 

 

 

Statement of Stockholders’ Equity- March 26, 2015 (Inception) through May 31, 2015

 

F-5

 

 

 

 

 

 

Statement of Cash Flows - March 26, 2015 (Inception) through May 31, 2015

 

F-6

 

 

 

 

 

 

Notes to Financial Statements

 

F-7

 

 

 
F-1
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To,

The Board of Directors and Shareholders of

Asset Solution Inc.

State of Nevada,

USA.

 

We have audited the consolidated balance sheets of Asset Solution Inc. as of May 31, 2015 and the related consolidated statements of operations, stockholders' equity, and cash flows for fiscal year then ended. These consolidated financial statements-are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company AcCounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our Audit included consideration of internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Coppany as of May 31, 2015 and the results of its operations and its cash flows for fiscal year then ended is in conformity with U.S. generally accepted accounting principles.

 

For Bharat Parikh & Associates

Chartered AccoI ntants

 

CA Bharat Varikh

(Senior Partner)

Registered with PCAOB

Date: - 18/09/2015

 

 


CHARTERED ACCOUNTANTS

Head Office :

508-509, Shriram Chambers, R.C.Dutt Rd., Alkapuri, VADODARA-390 007. Phone : (91) (0265) 2338755 BRANCHES : AHMEDABAD, MUMBAI, DELHI, NEW JURSEY (U.S.A.), LONDON (U.K.) Email : bharatparikhcaÓgmail.com 1 bharat.parikh@bpaca.com Website www.bpaca.com

 

 
F-2
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

May 31, 2015

 

 

 

(Audited)

 

 

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

Cash

 

$ 4,890

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

Office Building

 

 

13,653

 

 

 

 

 

 

TOTAL ASSETS

 

$ 18,543

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities:

 

 

 

 

Related Party Loan

 

$ 100

 

 

 

 

100

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

Common stock: authorized 75,000,000; $0.001 par value; 4,000,000 shares issued and outstanding at May 31, 2015

 

 

4,000

 

Income (Deficit) accumulated during the development stage

 

 

14,443

 

 

 

 

 

 

Total Stockholders' Equity

 

 

18,443

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 18,543

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-3
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

 

 

From Inception

 

 

 

(March 26, 2015) to

 

 

 

May 31, 2015

 

 

 

(Audited)

 

 

 

 

 

Income:

 

 

 

 

 

 

 

Revenue

 

$ 30,873

 

 

 

 

 

 

Cost of Goods Sold:

 

 

 

 

Product Purchases

 

 

16,393

 

 

 

 

 

 

Gross Profit

 

 

14,481

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

General and administrative

 

 

38

 

 

 

 

 

 

Total Expenses

 

 

38

 

Net income before income tax provision

 

 

14,443

 

 

 

 

 

 

Provision for income tax

 

 

-

 

 

 

 

 

 

Net gain (loss) for the period

 

$ 14,443

 

 

 

 

 

 

Net loss per share:

 

 

 

 

Basic and diluted

 

$ 0.00

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

4,000,000

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-4
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Audited)

From Inception (March 26, 2015) to May 31, 2015

 

 

 

Common Stock      

 

 

 

 

 

 

 

 

Total

 

 

 

Number of

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Shareholders'

 

 

 

Shares

 

 

Par Value

 

 

Paid in Capital

 

 

Gain (Loss)

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 26, 2015 (Inception)

 

 

-

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For cash on May 13, 2015

 

 

4,000,000

 

 

 

4,000

 

 

 

-

 

 

 

 

 

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14,443

 

 

 

14,443

 

Balance, May 31, 2015

 

 

4,000,000

 

 

$ 4,000

 

 

$ -

 

 

$ 14,443

 

 

$ 18,443

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-5
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (Audited)

 

 

 

From inception

 

 

 

(March 26, 2015) to

 

 

 

May 31, 2015

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

Net gain (loss)

 

$ 14,443

 

Adjustment to reconcile net loss to net cash provided by operations:

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

Building and Land

 

 

(13,653 )
 

 

 

 

 

Net cash provided by operating activities

 

 

790

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Related Party Loan

 

 

100

 

Proceeds from issuance of common stock

 

 

4,000

 

 

 

 

 

 

Net cash provided by financing activities

 

 

4,100

 

 

 

 

 

 

Net increase in cash

 

 

4,890

 

 

 

 

 

 

Cash, beginning of period

 

 

-

 

 

 

 

 

 

Cash, end of period

 

$ 4,890

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

 

 

 

 

Taxes

 

$ -

 

Interest

 

$ -

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-6
 

 

Asset Solutions Inc.

Notes to the Financial Statements

May 31, 2015

 

Note 1: Organization and Basis of Presentation

 

Asset Solutions Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on March 26, 2015.

 

The Company is in the development phase and intends to expand its office chair distribution business. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of May 31, 2015 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to Asset Solutions Inc.

 

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2014.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

 
F-7
 

 

Asset Solutions Inc.

Notes to the Financial Statements

May 31, 2015

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

The Company recognizes revenues in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

 

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.

 

Our customers pay for their product at the time we are advised by the manufacturer/distributor that the product is ready for shipment or pick-up. The Company recognizes revenue when the pre-paid product has been delivered to, or picked up by, the customer. In the event there is a significant delay between the date the customer pre-pays for the product and the delivery or pick-up of the product, revenue would be deferred until the customer accepts delivery of the product.

 

Income Taxes

 

We will use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

 
F-8
 

 

Asset Solutions Inc.

Notes to the Financial Statements

May 31, 2015

 

The Company did not record any income tax accrual for the period from inception to May 31, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended May 31, 2015.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Note 3: Legal Matters

 

The Company has no known legal issues pending.

 

Note 4: Capital Stock

 

The Company has authorized 75,000,000 shares of common stock with a par value of $0.001 per share.

 

On May 13, 2015 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received proceeds of $4,000 from the sale of the common stock.

 

As of May 31, 2015 there were no outstanding stock options or warrants.

 

Note 5: Fixed Assets

 

On May 25, 2015 the Company purchased a small office located at 5 Garbary in Gdansk Poland. The purchase price was $13,653. The Company will utilize the space as its primary office.

 

Fixed assets are stated at cost. The Company will utilize straight-line depreciation over the estimated useful life of the asset.

 

Buildings – 15 years

Office Equipment – 7 years

 

During the year ended May 31, 2015 the Company did not record any depreciation expense for the building as it was not in use yet and no depreciation was recorded for office equipment as none had been purchased.

 

Note 6: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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.

 

 
F-9
 

 

Asset Solutions Inc.

Notes to the Financial Statements

May 31, 2015

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to May 31, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended May 31, 2015.

 

In the future the Company will record income tax accruals at the following rates:

  

Federal

 

 

34 %

State

 

 

5 %
 

 

 

39 %

 

Note 7: Related Party Transactions

 

The director of the Company made the initial $100 deposit to open the bank account. The amount is being carried as a Related Party Loan which bears no interest and is payable on demand.

 

Note 8: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

The Company had limited operations during the period from March 26, 2015 (date of inception) to May 31, 2015 with a net gain of $14,443. There is no guarantee that the Company will continue to generate revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the development stage. Management believes that the Company’s current cash of $4,890, the proceeds from the proposed offering pursuant to the Registration Statement on Form S-1 and anticipated revenues will be sufficient to cover the expenses they will incur during the next twelve months.

 

Note 9: Subsequent Events

 

The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.

 

 
F-10
 

 

INDEX TO FINANCIAL STATEMENTS

 

Financial Statements

 

 

 

 

 

 

 

Balance sheet - August 31 , 2015

 

 

F-12

 

 

 

 

 

 

Statement of Operations - for the three months ended August 31 , 2015

 

F-13

 

 

 

 

 

 

Statement of Cash Flows - for the three months ended August 31 , 2015

 

F-14

 

 

 

 

 

 

Notes to Financial Statements

 

F-15

 

 

 
F-11
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

August 31, 2015

 

 

May 31, 2015

 

 

 

(Unaudited)

 

 

(Audited)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 2,662

 

 

$ 4,890

 

 

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

Office Building

 

 

13,653

 

 

 

13,653

 

Accumulated Depreciation

 

 

(265 )

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 16,049

 

 

$ 18,543

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts Payable

 

$ 1

 

 

$ 1

 

Related Party Loan

 

 

100

 

 

 

100

 

Total Liabilities

 

 

101

 

 

 

101

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Common stock: authorized 75,000,000; $0.001 par value; 4,000,000 shares issued and outstanding at Aug 31, 2015 and May 31, 2015

 

 

4,000

 

 

 

4,000

 

Income (Deficit) accumulated during the development stage

 

 

11,948

 

 

 

14,443

 

Total Stockholders' Equity

 

 

15,948

 

 

 

18,443

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 16,049

 

 

$ 18,544

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-12
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

Inception

 

 

 

Three Months Ended

 

 

(March 26, 2015) to

 

 

 

August 31, 2015

 

 

August 31, 2015

 

 

 

 

 

 

 

 

Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 30,011

 

 

$ 60,885

 

Cost of Goods Sold:

 

 

 

 

 

 

 

 

Product Purchases

 

 

25,257

 

 

 

41,650

 

Gross Profit

 

 

4,754

 

 

 

19,235

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

7,248

 

 

 

7,286

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

7,248

 

 

 

7,286

 

 

 

 

 

 

 

 

 

 

Net income before income tax provision

 

 

(2,494 )

 

 

11,948

 

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net gain (loss) for the period

 

$ (2,494 )

 

$ 11,948

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.00 )

 

$ 0.00

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

4,000,000

 

 

 

4,000,000

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-13
 

 

ASSET SOLUTIONS INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (Audited)

 

 

 

 

 

 

From inception

 

 

 

Three Months Ended

 

 

(March 26, 2015) to

 

 

 

August 31, 2015

 

 

August 31, 2015

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss)

 

$ (2,494 )

 

$ 11,948

 

Adjustment to reconcile net loss to net cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts Payable

 

 

1

 

 

 

1

 

Building and Land

 

 

-

 

 

 

(13,653 )

Depreciation

 

 

265

 

 

 

265

 

Net cash provided by operating activities

 

 

(2,228 )

 

 

(1,438 )
 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Loan

 

 

-

 

 

 

100

 

Proceeds from issuance of common stock

 

 

-

 

 

 

4,000

 

Net cash provided by financing activities

 

 

-

 

 

 

4,100

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

(2,228 )

 

 

2,662

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

4,890

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$ 2,662

 

 

$ 2,662

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes

 

$ -

 

 

$ -

 

Interest

 

$ -

 

 

$ -

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-14
 

 

Asset Solutions Inc.

Notes to the Financial Statements

August 31, 2015

 

Note 1: Organization and Basis of Presentation

 

Asset Solutions Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on March 26, 2015.

 

The Company is in the development phase and intends to expand its office chair distribution business. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

 

The accompanying unaudited interim financial statements of Asset Solutions Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Registration Statement on Form S-1 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended May 31, 2014 as reported in the Registration Statement on Form S-1 have been omitted.

 

Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to Asset Solutions Inc.

 

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2014.

 

 
F-15
 

 

Asset Solutions Inc.

Notes to the Financial Statements

August 31, 2015

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

The Company recognizes revenues in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

 

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.

 

Our customers pay for their product at the time we are advised by the manufacturer/distributor that the product is ready for shipment or pick-up. The Company recognizes revenue when the pre-paid product has been delivered to, or picked up by, the customer. In the event there is a significant delay between the date the customer pre-pays for the product and the delivery or pick-up of the product, revenue would be deferred until the customer accepts delivery of the product.

 

Income Taxes

 

We will use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

 
F-16
 

 

Asset Solutions Inc.

Notes to the Financial Statements

August 31, 2015

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to August 31, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended August 31, 2015.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Note 3: Legal Matters

 

The Company has no known legal issues pending.

 

Note 4: Capital Stock

 

The Company has authorized 75,000,000 shares of common stock with a par value of $0.001 per share.

 

On May 13, 2015 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received proceeds of $4,000 from the sale of the common stock.

 

As of August 31, 2015 there were no outstanding stock options or warrants.

 

Note 5: Fixed Assets

 

On May 25, 2015 the Company purchased a small office located at 5 Garbary in Gdansk Poland. The purchase price was $13,653. The Company will utilize the space as its primary office.

 

Fixed assets are stated at cost. The Company will utilize straight-line depreciation over the estimated useful life of the asset.

 

Buildings – 15 years

Office Equipment – 7 years

 

During the three months ended August 31, 2015 the Company recorded $265 in depreciation expense for the building, no depreciation was recorded for office equipment as none had been purchased.

 

Note 6: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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.

 

 
F-17
 

 

Asset Solutions Inc.

Notes to the Financial Statements

August 31, 2015

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to August 31, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended August 31, 2015.

 

In the future the Company will record income tax accruals at the following rates:

  

Federal

 

 

34 %

State

 

 

5 %
 

 

 

39 %

 

Note 7: Related Party Transactions

 

The director of the Company made the initial $100 deposit to open the bank account. The amount is being carried as a Related Party Loan which bears no interest and is payable on demand.

 

Note 8: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

The Company had limited operations during the period from March 26, 2015 (date of inception) to August 31, 2015 with a net gain of $11,948. There is no guarantee that the Company will continue to generate revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the development stage. Management believes that the Company’s current cash of $2,662, the proceeds from the proposed offering pursuant to the Registration Statement on Form S-1 and anticipated revenues will be sufficient to cover the expenses they will incur during the next twelve months.

 

Note 9: Subsequent Events

 

The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.

 

 
F-18
 

 

PROSPECTUS

 

4,000,000 SHARES OF COMMON STOCK

 

ASSET SOLUTIONS INC.

_______________

 

Dealer Prospectus Delivery Obligation

 

Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 
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PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:

 

SEC Registration Fee 

 

$ 8.06

 

Auditor Fees and Expenses 

 

$ 4,492.00

 

Legal Fees and Expenses 

 

$ 1,500.00

 

EDGAR fees

 

$ 1,000.00

 

Transfer Agent Fees 

 

$ 1,000.00

 

TOTAL

 

$ 8,000.06

 

____________ 

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

 

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

Asset Solutions Inc.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Asset Solutions Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.

 

Name and Address

 

Date

 

Shares

 

 

Consideration

 

Olaf Robak

 

May 13, 2015

 

 

4,000,000

 

 

$ 4,000.00

 

 

We issued the foregoing restricted shares of common stock to our sole officer and director pursuant to Section 4(2) of the Securities Act of 1933. He is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

 

 
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ITEM 16. EXHIBITS

 

Exhibit Number

Description of Exhibit

 

 

 

3.1

Articles of Incorporation of the Registrant

 

 

 

3.2

Bylaws of the Registrant

 

 

 

5.1

Opinion of John E. Lux, Esq.

 

 

 

10.1

Marketing and Sales Distribution Agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.

 

 

 

23.1

Consent of Bharat Parikh & Associates C.A.

 

 

 

23.2

Consent of John E. Lux, Esq. (contained in exhibit 5.1)

 

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.

 

 
36 | Page
 

 

(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.

 

 
37 | Page
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Gdansk, Poland on October 8, 2015. 

 

ASSET SOLUTIONS INC .

By:

/s/ Olaf Robak

Name:

Olaf Robak

Title:

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer)

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

Title

Date

/s/ Olaf Robak

Olaf Robak

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer) 

October 8, 2015

 

 
38 | Page
 

 

EXHIBIT INDEX

 

Exhibit Number

Description of Exhibit

 

 

 

3.1

Articles of Incorporation of the Registrant

 

 

 

3.2

Bylaws of the Registrant

 

 

 

5.1

Opinion of John E. Lux, Esq.

 

 

 

10.1

Marketing and Sales Distribution Agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.

 

 

 

23.1

Consent of Bharat Parikh & Associates C.A.

 

 

 

23.2

Consent of John E. Lux, Esq. (contained in exhibit 5.1)

 

 

39 | Page