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EX-23 - UNICOBE CORP.ex23-1.htm

As filed with the Securities and Exchange Commission on February 22 , 2016
Registration No. 333-206916



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
Amendment No. 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
UNICOBE CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or Other Jurisdiction of Incorporation or Organization)
3479
(Primary Standard Industrial Classification Code Number)
30-0855502
I.R.S. Employer  Identification Number

Serdike 17A, ap. 37
Sofia, Bulgaria, 1000
Phone: +17028506585
E-mail: unicobecorp@gmail.com
(Address, including zip code, and telephone number,
Including area code, of registrant’s principal executive offices)

BUSINESS FILINGS INCORPORATED.
 311 S Division Street
 Carson City, NV 89703
Tel: 608-827-5300
 (Address, including zip code, and telephone number,
Including area code, of agent for service)
 
Copies to:
Aaron D. McGeary
Attorney & Counsellor at Law
The McGeary Law Firm, P.C.
1600 Airport Fwy., suite 300
Bedford, Texas 76022

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. S
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, 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 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 S
(Do not check if a smaller reporting company)
 
     
CALCULATION OF REGISTRATION FEE

Type of Each  Class of
Securities to be Registered
 
Amount to be
Registered (1)
   
Proposed Maximum
Offering Price
Per Share (2)
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration Fee
 
                         
Common Stock, par value $0.001 per share
    2,000,000     $ 0.04     $ 80,000     $ 9.30  
                                 
TOTAL
    2,000,000     $ -     $ 80,000     $ 9.30  

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


 
 

 

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.
 
UNICOBE CORP.
2,000,000 Shares of Common Stock
$0.04 per share

This is the initial offering of common stock of Unicobe Corp. and no public market currently exists for the securities being offered. A public market may never develop for the securities being offered, or, if a market develops, may not be sustained.

We are offering on a best-effort basis 2,000,000 shares of common stock at a price of $0.04 per share in a direct public offering, without any involvement of underwriters or broker-dealers. The offering does not require that we sell a minimum number of shares; therefore not all of the shares may be sold. The amount raised may be minimal and there is no assurance that we will be able to raise a sufficient amount to cover our expenses and may not even cover the costs of the offering.

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. Mr. Kanev will sell all the shares registered herein. 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 one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) the 181st day after the effective date of this prospectus. The offering will not be extended beyond 180 days from effectiveness.

All accepted subscription agreements are irrevocable. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.

Unicobe Corp. currently has limited operation. Any investment in the shares offered herein involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled “Risk Factors” on page 7 through 11 before buying any shares of Unicobe Corp.’s common stock. Our independent registered public accountant has issued an audit opinion for Unicobe Corp., which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
 
There has been no market for our securities. 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 Financial Industry Regulatory Authority (“FINRA”) for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that our shares of common stock will ever be quoted on a quotation service or stock exchange, or that a trading market will develop or, if developed, that it will be sustained.  Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

Unicobe Corp. is not a Blank Check company. We have no plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company. No proceeds raised in the offering will be used towards any business combination commonly undertaken by a blank check company.

Any funds received, as a part of this offering will be immediately deposited into the Company’s bank account. This account is under the Control of the Company and only Anatoliy Kanev, our Chief Executive Officer, Chief Financial Officer and President, will have the power to authorize a release of funds from this account. We have not made any arrangements to place funds in an escrow, trust or similar account, as Nevada law does not require that funds raised pursuant to the sale of securities be placed into an escrow account. By placing the proceeds of this offering in a separate bank account controlled by the Company, the proceeds will be immediately available to us for general business purposes as well as to continue our business and operations. If we fail to raise enough capital to commence operations investors may lose their entire investment and will not be entitled to a refund.

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 FEBRUARY 22 . 2016

 
 

 

TABLE OF CONTENTS

PROSPECTUS SUMMARY
3
   
THE OFFERING
4
   
RISK FACTORS
7
   
USE OF PROCEEDS
12
   
DETERMINATION OF OFFERING PRICE
13
   
DILUTION
13
   
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
15
   
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
17
   
DESCRIPTION OF BUSINESS
21
   
MANAGEMENT
24
   
EXECUTIVE COMPENSATION
26
   
PRINCIPAL STOCKHOLDERS
27
   
DESCRIPTION OF SECURITIES
28
   
RELATED PARTY TRANSACTIONS
30
   
EXPERTS
30
   
LEGAL MATTERS
30
   
FINANCIAL STATEMENTS
30

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

 
2

 

PROSPECTUS SUMMARY
 
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “UNICOBE CORP.” REFERS TO UNICOBE CORP. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
 
The following summary is qualified in its entirety by the more detailed information and the financial statements and notes thereto appearing elsewhere in this Prospectus. Prospective investors should consider carefully the information discussed under “RISK FACTORS” and “USE OF PROCEEDS” sections, commencing on pages 7 and 12, respectively. An investment in our securities presents substantial risks, and you could lose all or substantially all of your investment.
 
Corporate Background and Business Overview
 
Our Company was incorporated in the State of Nevada on May 19, 2014 to start business operations concerned with application of various laser engravings on glass billets and subsequent selling thereof. For these purposes we will use equipment and raw materials purchased from Bright Progress International Limited. Our office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000. Our phone number is +17028506585.
 
We have started business operations concerned with the application of various laser engravings on glass billets. Unicobe Corp. has generated limited revenues since incorporation of $5,985 from selling laser-engraving products to Zografov & Co Ltd, ViDiAn, EOOD and Smartarts Ltd. customers under sales contracts, which are filed as exhibits to this registration statement. As of the day of this filing the Company has also signed a sales contract with Palex Ltd for the total purchasing capacity of $16,000 and plans to purchase additional equipment including a 3D Crystal Laser engraving machine, the confirmation agreement is filed as Exhibit 10.9 to the registration statement. Our only employee is our sole director and officer, Mr. Anatoliy Kanev and he will be devoting approximately 75% of his time to our operations.
 
We require a minimum funding of approximately $40,000 to conduct our business over the next 12 months, and if we are unable to obtain this level of financing, we plan to receive an interest-free loan from Anatoliy Kanev according to a respective loan agreement concluded between Mr. Kanev and Unicobe Corp., which is filed as Exhibit 10.1. In the event of selling less than 50%, for example 30%, 25%, 10% or 5% of the offered shares from this offering the Company will receive an interest-free loan from Anatoliy Kanev.
 
We are a company which has limited revenues of $5,985 since incorporation and limited operations; we have assets as represented by a JG-7040SG laser-engraving machine by Bright Progress International Limited, $595 worth of inventory, a purchased web-page (www.unicobecorp.com) and have incurred losses of $5,950 since inception. Our financial statements for the period from May 19, 2014 (date of inception) to December 31, 2015, report limited revenues of $5,985. Our independent registered public accountant has issued an audit opinion for Unicobe Corp., which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
 
As we have limited operating history and limited revenues we are a “shell company,” as applicable federal securities law defines that term. We expect that we will continue to be a “shell company” until we have more operations and have substantial revenues and assets. We anticipate that if we receive $80,000 from this offering we should have enough money to expand our laser engraving business that it will be sufficient to cause us to not be considered as a “shell company”. We cannot provide any guarantee or assurance, however, that in the event we raise $80,000 from this offering we will have enough money to engage in profitable operations. During the time that we are a “shell company”, holders of our restricted securities will not be able to rely on Rule 144 in connection with the sale of those restricted securities.
 
To date, the only operations we have engaged in are the purchase of a laser-engraving machine (JG-7040SG by Bright Progress International Limited) and raw materials in China, the purchase of a web-page (www.unicobecorp.com), development of a business plan and the Company started its manufacturing process with its first order for Zografov & Co Ltd, signed two additional sales contracts with Smartarts Ltd. and ViDiAn, EOOD and generated limited revenues from selling our laser products to them. As of the day of this filing the Company has also signed a sales contract with Palex Ltd for the total purchasing capacity of $16,000. We intend to use the net proceeds from this offering to enhance our production capacities and expand geographically our business operations (See “Description of Business” and “Use of Proceeds”). We have limited operating history.
 
 
3

 

Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $40,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $40,000, we plan to receive an interest-free loan from Anatoliy Kanev according to a respective loan agreement concluded between Mr. Kanev and Unicobe Corp., which is filed as Exhibit 10.1.
 
Even if we raise $40,000 from this offering or more, we may need more funds to develop growth strategy and to continue maintaining a reporting status.
 
As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
 
THE OFFERING

The Issuer:
UNICOBE CORP.
   
The offering:
Self-underwritten, best efforts offering with no minimum subscription requirement.
   
Securities Being Offered:
2,000,000 shares of common stock
   
Total Amount Of Shares Of Common Stock Outstanding
After The Present Offering:
4,000,000 shares
   
Price Per Share:
$0.04
   
No Revocation:
Once you submit a subscription agreement and the Company accepts it, you may not revoke or change your subscription or request a refund of monies paid. All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.
   
Duration of the Offering:
 
The shares will be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) the 181st day after the effective date of this prospectus. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within thirty days (30) of the close of the offering.
   
Gross Proceeds if 100% of the Shares Are Sold
$80,000
   
Gross Proceeds if 75% of the Shares Are Sold
$60,000
   
Gross Proceeds if 50% of the Shares Are Sold
$40,000
   
Gross Proceeds if 25% of the Shares Are Sold
$20,000
   
Gross Proceeds if 10% of the Shares Are Sold
$8,000
 
Further more, if the Company does not sell any shares from this offering, it will not receive gross proceeds accordingly.
 
 
 
4

 
 
 
Securities Issued and Outstanding:
There are 2,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our sole officer and director Anatoliy Kanev.
   
Registration Costs
We estimate our total offering registration costs to be approximately $8,000.
   
Risk Factors
See “Risk Factors” and other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
   
Address:
Serdike 17A, ap. 37 Sofia, Bulgaria, 1000 
   
Telephone Number:
+17028506585
 
 
 
5

 
 
Selected financial data

The summarized financial data presented below is derived from, and should be read in conjunction with, our audited financial statements and related notes from May 19, 2014 (date of inception) to June 30, 2015, included on Pages F-1-F-10 in this prospectus.

   
As of June 30, 2015
 
   
(Audited)
 
Balance Sheet
     
Total Assets 
  $ 15,338  
Total Liabilities 
  $ 13,357  
Stockholders’ Equity
  $ 1,981  
 
   
Period from
May 19, 2014
(date of inception) to
June 30, 2015
 
Income Statement
     
Gross profit
  $ 1,000  
Total Expenses 
  $ 1,019  
Net Loss 
  $ (19 )
 
The summarized financial data presented below is derived from, and should be read in conjunction with, our financial statements and related notes for the period ended December 30, 2015 (unaudited) included on Pages F-11-F-18 in this prospectus.

   
As of December 31, 2015
 
 
 
(Unaudited)
 
Balance Sheet
     
Total Assets 
  $ 6,227  
Total Liabilities 
  $ 10,177  
Stockholders’ Equity
  $ (3,950 )
 
   
For the six month
period ended
December 31, 2015 and
June 30, 2015
 
   
(Unaudited)
 
Income Statement
     
Gross profit
  $ 3,480  
Total Expenses 
  $ 9,411  
Net Loss 
  $ (5,931 )
 
 
 
6

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
The information contained in this prospectus, including the documents incorporated by reference into this prospectus, includes some statements that are not purely historical or do not relate to present facts or conditions which may be considered as forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial standing, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

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 performance and financial standing 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 Relating to our Business

We have limited operating history and have maintained losses since inception, which we expect to continue into the future.

We were incorporated on May 19, 2014 and have limited operations. We have generated limited revenues to date from selling laser-engraving products to our current customers for the amount of $5,985 under sales contracts, which are filed as exhibits to this registration statement. Our net loss from inception to December 31, 2015 is $5,950. Based upon our proposed plans, we expect to incur significant operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development, marketing and distribution of our product. We may fail to generate revenues in the future. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to obtain funding under the loan agreement concluded with Mr. Kanev, which is filed as Exhibit 10.1.

In particular, additional capital may be required in the event that:

-  
The actual expenditures required to be made are at or above the higher range of our estimated expenditures;
-  
We incur unexpected costs in completing the development of our business or encounter any unexpected difficulties;
-  
We incur delays and additional expenses related to the manufacture of our product or a commercial market for our product; or
-  
We are unable to create a substantial market for our product; or we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could materially adversely affect our ability to meet our business plans and achieve a profitable level of operations.

 
7

 

Some of the existing companies that engage in application of laser engravings on glass and other billets and sales thereof have a greater, more established outlet than us.

There are few barriers of entry in the manufacture and sale of glass souvenirs, gifts and other laser engraved products, one of them being competition, which is not extremely high, but still substantial. There are several domestic companies offering the same type of products. Among these one should mention the Smartarts1 and Laser D2. We will be in direct competition with them. Since they have some years of experience these companies have greater financial capabilities than us and 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 have earned limited revenue and our ability to 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 incurred net losses of $5,950 for the period from our inception on May 19, 2014 to December 31, 2015, and have limited revenues of $5,985. Our future is dependent upon our ability to obtain financing and upon future profitable operations in the manufacturing and distribution of our products. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. We do, however, anticipate that we will require approximately $40,000 over the next 12 months in order to continue operations. These factors raise substantial doubt that we will be able to continue as a going concern. Heaton & Company, PLLC our independent registered public accounting firm, has expressed substantial doubt about our ability to continue as a going concern in its audit report. 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 plan to receive an interest-free loan from Anatoliy Kanev; otherwise we will not be able to complete our business plan. You should consider our independent registered public accountant’s report when determining if an investment in Unicobe Corp. is suitable.

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, we will obtain funding under the loan agreement concluded with Mr. Kanev, which is filed as Exhibit 10.1.

The effect of the recent economic crisis may impact our business performance or financial standing.

The recent global crisis has caused disruption and extreme volatility in global financial markets and increased rates of default and bankruptcy, and has impacted levels of consumer spending. One of the core markets for our products is the tourist. Hence success of our business depends greatly on how these macroeconomic developments may affect the tourism industry. Another core market for our products is a corporate client, which would place with us their orders for corporate gifts and souvenirs. Accordingly, our potential corporate customers may never start spending with us, due to solvency issues or other negative consequences caused by the recent global financial crisis. A slow or uneven pace of economic recovery would negatively affect our ability to start our manufacture and distribution business and obtain financing.

Further, the billets for our products are currently procured from a Chinese company and, should there be an interruption in the supply of billets, we will find another supplier according to our database of suppliers.

We operate in a competitive environment, and if we are unable to compete with our competitors, our business, financial standing, cash flows and prospects could be materially affected.

We operate in a competitive environment. Our competition includes several midsized companies with similar products who manufacture and distribute at competitive prices (Smartarts, Laser D). This competitive environment could materially adversely affect our business, financial standing, cash flows and prospects.

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

 
           
 
1 www.smartarts.bg/?p=1
2 www.laserd.bg/
 
 
8

 

We will import raw materials from China. Therefore we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in Bulgaria. Deliveries of our products may be disrupted through factors such as:

 
-
Raw material shortages, work stoppages, strikes and political unrest;
 
-
Fuel price increases;
 
-
Problems with ocean shipping, including work stoppages and shipping;
 
-
Container shortages;
 
-
Increased inspections of import shipments or other factors causing delays in shipments; and
 
-
Economic crises, international disputes and wars.

Some of our competitors warehouse products they import from overseas, which allow 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.

Price competition could negatively affect our gross margins.

Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to offer our products at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on products in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results.

Because our sole officer and director owns 100% of the Company’s shares and will own 50% or more of our outstanding common stock upon completing this offering, he will make and control corporate decisions that may be disadvantageous to minority shareholders.

As of the date of this prospectus, Mr. Kanev, our sole officer and director, owns 100% of the Company’s shares and will own 50% of our common stock if all of the shares registered as part of this offering are sold. 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. Kanev may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.
 
 
If Anatoliy Kanev, our current sole officer and director, should resign or die, we will not have a chief executive officer, which could result in the cessation of our operation. If that should occur, you could lose your investment.

We extremely depend on the services of our sole officer and director, Anatoliy Kanev, for the future success of our business. The loss of the services of Anatoliy Kanev could have an adverse effect on our business performance and financial standing. If he should resign or die, we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.

Because our principal assets are located outside of the United States and Anatoliy Kanev, our sole director and officer, resides outside of the United States, it may be difficult for an investor to enforce any right based on U.S. federal securities laws against us and/or Mr. Kanev, or to enforce a judgment rendered by a United States court against us or Mr. Kanev.

Our principal operations and assets are located outside of the United States, and Anatoliy Kanev, our sole officer and director, is a non-resident of the United States. Therefore, it may be difficult to effect service of process on Mr. Kanev in the United States, and it may be difficult to enforce any judgment rendered against Mr. Kanev. As a result, it may be difficult or impossible for an investor to bring an action against Mr. Kanev, in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Bulgaria may render that investor as unable to enforce a judgment against the assets of Mr. Kanev. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.
 
 
9

 
 
Additionally, since our assets are located outside the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws.

Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection or are forced into bankruptcy, or a creditor obtain a judgment against us and attaches the subscription, you will lose your investment.

Your funds will not be placed in an escrow, trust or similar account, as Nevada law does not require that funds raised pursuant to the sale of securities be placed into an escrow account.  Accordingly, if we file for bankruptcy protection or creditors against us file a petition for involuntary bankruptcy, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. If that happens, you will lose your investment and your funds will be used to pay creditors.

You may not revoke your subscription agreement once it is accepted by the Company or receive a refund of any funds advanced in connection with your accepted subscription agreement and as a result, you may lose all or part of your investment in our common stock.
 
Once your subscription agreement is accepted by the Company, you may not revoke the agreement or request a refund of any monies paid in connection with the subscription agreement, even if you subsequently learn information about the Company that you consider to be materially unfavorable.  The Company reserves the right to begin using the proceeds from this offering as soon as the funds have been received and will retain broad discretion in the allocation of the net proceeds of this offering.  The precise amounts and timing of the Company’s use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors. There can be no assurance that the Company will receive sufficient funds to execute the Company’s business strategy and accomplish the Company’s objectives.  Additionally, you may be unable to sell your shares of our common stock at a price equal to or greater than the subscription price you paid for such shares, and you may lose all or part of your investment in our common stock.

RISKS ASSOCIATED WITH OUR COMMON STOCK

We arbitrarily determined the price of the shares of our common stock to be sold pursuant to this prospectus, and such price does not reflect the actual market price for the securities. Consequently, there is an increased risk that you may not be able to re-sell our common stock at the price you bought it for.
 
We determined the initial offering price of $0.04 per share of the common stock offered pursuant to this prospectus arbitrarily. The price is not based on our financial condition or prospects, on the market prices of securities of comparable publicly traded companies, on financial and operating information of companies engaged in similar activities to ours, or on general conditions of the securities market. The price may not be indicative of the market price, if any, for our common stock in the trading market after this Offering.  If the market price for our stock drops below the price, which you paid, you may not be able to re-sell our common stock at the price you bought it for.

Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, and there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB. When/if our shares of common stock commence trading on the OTC Bulletin Board, the trading price will fluctuate significantly and stockholders may have difficulty reselling their shares.

As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board. Our common stock may never be quoted on the OTC Bulletin Board.  When/if our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.
 
 
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In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

Our shares of common stock are subject to the “penny stock” rules of the Securities and Exchange Commission and the trading market in our securities will be limited, which will make transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the SEC declares the Registration Statement relating to this prospectus effective. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

We may in the future issue additional shares of common stock, which will dilute share value of investors in the offering.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 2,000,000 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by investors in the offering, and might have an adverse effect on any trading market for our common stock.

Because we are a “shell company”, the holders of our restricted securities will not be able to sell their securities in reliance on Rule 144, until we cease being a “shell company”.

We are a “shell company” as the applicable federal securities law defines that term. Specifically, because of the nature and amount of our assets, our limited operations history and limited revenues pursuant to applicable federal rules, we are considered a “shell company”. Applicable provisions of Rule 144 specify that during that time that we are a “shell company” holders of our restricted securities cannot sell those securities in reliance on Rule 144. Another implication of us being a “shell company” is that we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, a short form of registration to register securities issued to employees and consultants under an employee benefit plan. For us, to cease being a “shell company”, we must have more than nominal operations and more that nominal assets or assets which do not consist solely of cash or cash equivalents.
 
 
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MARKET FOR OUR COMMON STOCK
 
Market Information
 
There is no established public market for our common stock.
 
After the effective date of the registration statement of which this prospectus forms a part, we intend to try to identify a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a liquid or viable market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.
 
We have issued 2,000,000 shares of our common stock since our inception on May 19, 2014. There are no outstanding options or warrants or securities that are convertible into shares of common stock.
 
Holders

We have 1 holder of record of our common stock as of the date of this prospectus.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
We have not established any compensation plans under which equity securities are authorized for issuance.
 
USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.04. 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. There is no assurance that we will raise the full $80,000 as anticipated.

   
50% of
 offering the
($40,000)
   
75% of
offering the
($60,000)
   
100% of
offering the
($80,000)
 
                   
Gross proceeds
  $ 40,000     $ 60,000     $ 80,000  
Registration Costs
  $ 8,000     $ 8,000     $ 8,000  
Net proceeds
  $ 32,000     $ 52,000     $ 72,000  
The net proceeds will be used as follows
 
Legal and Professional fees
  $ 10,000     $ 10,000     $ 10,000  
Laser-engraving machines
  $ 9,600     $ 24,000     $ 38,400  
Operating supply
  $ 1,000     $ 4,000     $ 7,100  
Website development
  $ 3,000     $ 3,000     $ 3,000  
Office set-up
  $ 2,000     $ 2,000     $ 2,000  
Marketing campaign
  $ 5,000     $ 6,000     $ 7,000  
Hire a technician
  $ 1,400     $ 3,000     $ 4,500  
 
 
 
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The above figures represent only estimated costs. All proceeds will be deposited into our corporate bank account. If we raise less than 50% of the offering proceeds the only expected source of funds to commence planned business activities is a loan from our director. Anatoliy Kanev, our sole officer and director, has agreed to loan the company funds according a respective loan agreement to complete the registration process and to maintain a reporting status with the SEC. No proceeds from this offering will be used to repay Mr. Kanev for any funds advanced for the purpose of completing the registration process. We will require a minimum funding of approximately $40,000 to conduct our proposed operations for a minimum period of one year including costs associated with this offering and maintaining a reporting status with the SEC.

DETERMINATION OF OFFERING PRICE
 
 
We have determined the offering price of the shares arbitrarily. 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.

Among the factors considered were:

·  
Our lack of operating history;
·  
The proceeds to be raised by the offering;
·  
The amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing Stockholders, and
·  
Our relative cash requirements.
 
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 sole officer and director, Anatoliy Kanev, for common equity since the Company’s inception on May 19, 2014. Mr. Kanev paid $.001 per share for the 2,000,000 shares of common stock he purchased from the Company.

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 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 December 31, 2015, the net tangible book value was $(3,950) or $(0.001) and the net tangible book value per share was $(0.001) based upon 2,000,000 shares outstanding.

 
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If 100% of shares are sold:
 
Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 4,000,000 shares to be outstanding will be $68,050 or approximately $0.0170 per share. The net tangible book value per share prior to the offering is $(0.001). The net tangible book value of the shares held by our existing stockholders will be increased by $0.02180 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.04 per share to $0.0170 per share.
 
After completion of this offering, if 2,000,000 shares are sold, investors in the offering will own 50.00% 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 stockholders will own 50.00% of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,000 or $0.001 per share.
 
If 75% of shares are sold:

Upon completion of this offering, in the event 1,500,000 shares are sold, the net tangible book value of the 3,500,000 shares to be outstanding will be $48,050 or approximately $0.0137 per share. The net tangible book value per share prior to the offering is $(0.001). The net tangible book value of the shares held by our existing stockholders will be increased by $0.0147 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution per share from $0.04 per share to $0.0137 per share.

After completion of this offering investors in the offering will own 42.86% 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 stockholders will own 57.14 % of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,000 or $0.001 per share.

If 50% of shares are sold:

Upon completion of this offering, in the event 1,000,000 shares are sold, the net tangible book value of the 3,000,000 shares to be outstanding will be $28,050 or approximately $0.0094 per share. The net tangible book value per share prior to the offering is $(0.001). The net tangible book value of the shares held by our existing stockholders will be increased by $0.004 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution per share from $0.04 per share to $0.0094 per share.

After completion of this offering investors in the offering will own 33.33% of the total number of shares then outstanding for which they will have made cash investment of $40,000, or $0.04 per share. Our existing stockholders will own 66.67% of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,000 or $0.001 per share.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.
 
Existing Stockholders if all of the Shares are Sold:
 
Price per share 
  $ 0.001  
Net tangible book value per share before offering
  $ 0.001  
Potential gain to existing shareholders 
  $ 72,000  
Net tangible book value per share after offering 
  $ 0.0170  
Increase to present stockholders in net tangible book value per share after offering
  $ 0.0180  
Number of shares outstanding before the offering 
    2,000,000  
Number of shares after offering assuming the sale of the maximum number of shares
    4,000,000  
Percentage of ownership after offering 
    50 %
         
Purchasers of Shares in this Offering if all Shares Sold
 
Price per share 
  $ 0.04  
Dilution per share 
  $ 0.0230  
Capital contributions 
  $ 72,000  
Number of shares after offering held by public investors 
    2,000,000  
Percentage of capital contributions by existing shareholders 
    2.44 %
Percentage of capital contributions by new investors 
    97.56 %
Percentage of ownership after offering 
    50 %
 
 
 
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Purchasers of Shares in this Offering if 75% of Shares Sold
 
Price per share 
  $ 0.04  
Dilution per share 
  $ 0.0263  
Capital contributions 
  $ 52,000  
Number of shares after offering held by public investors 
    1,500,000  
Percentage of capital contributions by existing shareholders 
    3.23 %
Percentage of capital contributions by new investors 
    96.77 %
Percentage of ownership after offering 
    42.86 %
         
Purchasers of Shares in this Offering if 50% of Shares Sold
 
Price per share 
  $ 0.04  
Dilution per share 
  $ 0.0306  
Capital contributions 
  $ 32,000  
Number of shares after offering held by public investors 
    1,000,000  
Percentage of capital contributions by existing shareholders 
    4.76 %
Percentage of capital contributions by new investors 
    95.24 %
Percentage of ownership after offering 
    33.33 %

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
 
Unicobe Corp. has 2,000,000 shares of common stock issued and outstanding as of the date of this prospectus.  The Company is registering an additional 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.

In connection with the Company’s selling efforts in the offering, Anatoliy Kanev 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”). 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. Kanev is not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act. Mr. Kanev will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based directly or indirectly on transactions in our securities. Mr. Kanev is not, nor has been within the past 12 months, a broker or dealer, and he is not, nor has been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Kanev will continue to perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Kanev will not and has not participated in selling an offering of securities for any issuer more than once every 12 months.  

Unicobe Corp. 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. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, there is no guarantee that a market marker will file an application on our behalf, and even if an application is filed; there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB.

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.

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

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

Our shares of common stock are subject to the “penny stock” rules of the Securities and Exchange Commission.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

Unicobe Corp. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be $8,000.
 
Offering Period and Expiration Date

This offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of one hundred and eighty (180) days. The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior to the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) the 181st day after the effective date of this prospectus. We will not accept any money until the SEC declares this registration statement effective.
 
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 “Unicobe Corp.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within thirty days (30) of the close of the offering. 

All accepted subscription agreements are irrevocable.  Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request a refund of monies paid.  All accepted subscriptions are irrevocable, even if you subsequently learn information about us that you consider to be materially unfavorable.

 
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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. We will return all monies from rejected subscriptions immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We have only recently started our operations. Since incorporation we have generated limited revenues from our business operations of $5,985 and our accumulated deficit as of December 31, 2015 is $5,950. Our current cash balance will not be sufficient to fund our operations for the next 12 months and to qualify our minimum cash requirements necessary to fund 12 months of operations, if we are unable to successfully raise money in this offering. We have been utilizing and may utilize funds from Anatoliy Kanev, our sole officer and director, who has concluded a loan agreement with Unicobe Corp., which is filed as Exhibit 10.1, to allow us to pay for offering costs, filing fees, professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. From the period of inception (May 19, 2015) to December 31, 2015 Mr. Kanev advanced to the Company $10,177 pursuant to the verbal agreement. The loan is not interest bearing, without any profit and has no set maturity date, and the Company intends to repay the loan as cash flow becomes available. The repayment of the loan to Mr. Kanev will be started once the Company generates a sufficient amount of revenues to operate profitably, and pay all bills and expenses associated with the activities of the Company.

Our auditors have issued a going concern opinion. This means that our auditors believe 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. Our only sources for cash at this time are selling our laser engraving products to the customers, proceeds from this offering or funds obtained under a loan agreement concluded between Mr. Kanev and Unicobe Corp., which is filed as Exhibit 10.1.

Plan of Operation
 
We were incorporated in the State of Nevada on May 19, 2014. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have purchased one laser-engraving machine ($5,200) and $1,300 worth of raw materials, totaling to $6,500 (transportation and VAT incl.), and a wep-page (www.unicobecorp.com) and generated limited revenues of $5,985. From May 19, 2014 (inception) to December 31, 2015, we have incurred accumulated net losses of $5,950. As of December 31, 2015, we had total assets of $6,227, and total liabilities of $10,177, respectively. Our business office is located at: Serdike 17A, ap. 37 Sofia, Bulgaria, 1000. To meet our needs for cash we are attempting to raise money from this offering and sell our laser engraving products. If we are unable to successfully find additional customers who will buy our products from us, we may quickly use up the proceeds from Anatoliy Kanev, our sole officer and director, who has concluded a loan agreement with Unicobe Corp., which is filed as Exhibit 10.1.

Our business is the application of laser engravings of various forms and shapes onto glass billets and distribution thereof. We are able to manufacture tourist souvenirs and custom visibility products for corporate clients as represented by various businesses, and products with unique laser engravings for individual customers (with the possibility of using a design provided by a customer). We have generated limited revenues since incorporation of $5,985 from selling laser engraving products to ourt customers, and our principal business activities to date also consist of creating a business plan, purchasing a domain-name for our prospective web-page (costing $300), and purchasing a laser engraving machine ($5,200) and raw materials ($1,300), totaling to $6,500 (transportation and VAT incl.) from a Chinese company, Bright Progress International Limited.

 
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As of the day of this filing Unicode Corp. has signed a purchase and sale agreement for purchasing a 3D Crystal Laser engraving machine from a Chinese vendor. This machine has more modern advanced functions and will serve for expediting the range of offered engraving products and increasing the quality level of engraving items. The Agreement is filed as Exhibit 10.9 to this registration statement.
 
Depending on the amount of investments raised as a result of this offering we plan to purchase additionally two, four or six laser engraving machines with sufficient operating supplies for them. Upon completion of our public offering and depending on the amount of investments raised, our specific goal is to profitably sell glass products with laser engravings in Bulgaria and other countries. Our plan of operations is as follows:
 
Completion of our public offering
 
We expect to complete our public offering within 180 days 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 and operating equipment on hand. In the twelve months, following completion of our public offering we plan to do the following activities to expand our business operations:
 
Set up Office
Time Frame: 1st-4th month

The leased office is currently set up with first needed supplies and furniture, which Mr. Kanev presented for the Company at no charge. Once we expand our operations and attract additional funds we plan to set up the office with modern necessary equipment. We believe that it will cost approximately a $1,000 to set up an office in this case and obtain the necessary office equipment. Anatoliy Kanev, our sole officer and director will handle our administrative duties.

Develop Our Website
Time Frame: 3rd -6th months

When our office is set up, we intend to begin developing our website. Our sole officer and director, Anatoliy Kanev has already registered a web domain for this purpose. We plan to hire a web designer to help us design and develop our website.  We do not have any written agreements with any web designers at the current time. We believe that it will cost between $1,500 and $2,000 for our website to be operational. It will take up to 150 days to develop our website. There will be information about us, about our products and available engraving designs, information on how to order our product and other information. Updating and improving our website will continue throughout the lifetime of our operations.

Negotiate agreements with potential wholesale customers
Time Frame: 5th -12th months

Once our website is operational, and during the period of its developing, we will contact and start negotiation with potential customers. We will negotiate terms and conditions of collaboration. At the beginning, we plan to focus primarily on larger chain stores that sell various types of touristic souvenirs, tourist shops and kiosks. Then we plan to expand our target market to corporate clients. And then, as a last stage of market expansion, we plan to introduce a separate section on our web-page for individual private customers, providing them with an opportunity to either use our custom design or propose their own ones. Even though the negotiation with potential wholesale customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may be harmed.

Commence Marketing Campaign
Time Frame: 6th -12th months

At the same time as we start the negotiation process with potential customers and our website is operational, or on the stage of developing, we will begin to market our product. We intend to use marketing strategies, such as web advertisements, direct mailing and phone calls to acquire potential 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 $4,500 to $6,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.
 
 
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Even if we are able to obtain a sufficient number of service 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 negatively affected too.

Hire a Salesperson
Time Frame: 8th -12th months

If we sell at least 50% of the shares in this offering, we intend to hire one technician to assist our sole officer and director Anatoliy Kanev with the operation of laser engraving machines. This will help Mr. Kanev to focus more on distribution, marketing and contacts with individual private customers, and to set up agreements with wholesale customers to buy our souvenir glass products. The negotiation of additional agreements with potential customers will be ongoing during the life of our operations. We therefore expect to incur the following costs in the next 12 months in connection with our business operations and SEC filing requirements:

   
50% of
 offering the
($40,000)
   
75% of
offering the
($60,000)
   
100% of
offering the
($80,000)
 
                   
Gross proceeds
  $ 40,000     $ 60,000     $ 80,000  
Registration Costs
  $ 8,000     $ 8,000     $ 8,000  
Net proceeds
  $ 32,000     $ 52,000     $ 72,000  
The net proceeds will be used as follows
 
Legal and Professional fees
  $ 10,000     $ 10,000     $ 10,000  
Laser-engraving machines
  $ 9,600     $ 24,000     $ 38,400  
Operating supply
  $ 1,000     $ 4,000     $ 7,100  
Website development
  $ 3,000     $ 3,000     $ 3,000  
Office set-up
  $ 2,000     $ 2,000     $ 2,000  
Marketing campaign
  $ 5,000     $ 6,000     $ 7,000  
Hire a technician
  $ 1,400     $ 3,000     $ 4,500  
 
In summary, we expect to be in full operation and selling our product within 12 months of completing our offering. However, there is no guarantee that we will be in full operation and generate significant revenues and there is no guarantee that we will be able to raise funds through this offering. In this case in order to continue operations we plan to utilize funds under a loan agreement concluded between Mr. Kanev and Unicobe Corp. If we are unable to attract additional customers and cannot generate sufficient revenues to continue operations, we will obtain funds under an interest-free loan agreement concluded between our director, Mr. Kanev and Unicobe Corp., which is filed as Exhibit 10.1.

Anatoliy Kanev, our sole officer and director, will be devoting approximately 75% of his time to our operations. Once we expand operations, and are able to attract more and more customers to buy our product, Mr. Kanev has agreed to commit more time as required. Because Mr. Kanev 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 which could result in a lack of revenues.

 
19

 

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 a start-up stage of operations and have generated limited revenues since inception of $5,985. We cannot guarantee that 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.
 
Results of operations
 
From Inception on May 19, 2014 to December 31, 2015

During the period we incorporated the Company, and prepared a business plan. We have generated limited revenues of $5,985 since our inception on May 19, 2014 and incurred net losses of $5,950. Our total assets at December 31, 2015 were $6,227, consisting of one laser-engraving machine purchased from Bright Progress International Limited, $595 worth of raw materials purchased form the same company and a purchased web-site (www.unicobecorp.com). We currently anticipate that fees associated with reporting obligations will increase over the next 12 months as a result of becoming a reporting company with the SEC.

Liquidity and capital resources

As of December 31, 2015, the Company had $6,227 worth of assets and our liabilities were $10,177. As of this date Anatoliy Kanev, our sole officer and director has loaned to the Company $10,177 under a verbal agreement. This amount is not a part of the loan agreement conducted between Mr. Kanev and Unicobe Corp., which is filed as Exhibit 10.1. The current available capital reserves of the Company are not sufficient for the Company to remain operational. We require the funding of $40,000 from this offering to implement our business plan. Since inception, we have sold 2,000,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $2,000.

To achieve our business plan goals we are attempting to raise money from this offering. We cannot guarantee that we will manage to sell all the shares required. 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 the necessary funds to proceed with all phases of our plan of operation.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole officer and director, Anatoliy Kanev, has concluded a loan agreement with the Unicobe Corp. in order to fund completion of the registration process and to maintain the reporting status with SEC.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our laser engraving products and loans from our director. We must raise cash to implement our strategy and stay in business. If 50% of shares are sold for the gross proceeds of $40,000 it will likely allow us to operate for at least one year and have the capital resources required covering the material costs with becoming a publicly reporting company.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future ears. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
 
 
20

 
 
DESCRIPTION OF BUSINESS
Organization within the Last Five Years
 
We were incorporated in the State of Nevada on May 19, 2014. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. Our business office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000.  Our telephone number is +17028506585.
 
In General
 
We were incorporated in the State of Nevada on May 19, 2014. We just recently started our operations. Our business is the application of various types and shapes of laser engravings onto glass billets and distribution thereof primarily in Bulgaria and neighboring countries. We have generated limited revenues since inception of $5,985 and our principal business activities to date also consist of creating a business plan, purchasing a domain-name for our prospective web-page, and purchasing from Chinese Bright Progress International Limited a laser-engraving machine ($5,200) and raw materials ($1,300) totaling to $6,500 (transportation and VAT incl.).
 
We need proceeds from this offering to start our 12-month plan of operation. The total estimated minimum amount of funds required to develop our business is approximately $ 40,000. We need funds for offering costs, general administrative expenses, production equipment purchase, business development, marketing costs, support materials and costs associated with being a publicly reporting company. We have generated limited revenues from operations to date.
 
Our products can be divided into three categories: 1) mass market tourist souvenirs; 2) corporate gifts, souvenirs and insignia; 3) individually designed laser engraved glass products for personal use as an element of interior design or memento. Success of our business plan will depend on the flow of tourists, business climate and economic progress of Bulgaria and the region. A downturn of tourism particularly and corporate sector in general can adversely affect our intended business.
 
We will distribute our laser engraved glass products in Bulgaria and neighboring countries. We plan to use various distribution channels for various types of customers. We plan to distribute mass-market souvenirs via supermarkets of large retail chains, tourist shops and kiosks; corporate clients and individual clients will be covered by our web page and targeted marketing exercises.
 
Product Overview
 
Unicobe Corp.’s business is in applying standard and custom laser engravings on glass billets of various shapes to be sold to both mass-market consumers and individual clients. Individual customers may use either Unicobe-proposed designs or their own.
 
We plan that our production capacities will allow us to manufacture souvenirs, tourist-oriented products, up-market gifts and interior design items from glass based on advanced and unique designs and templates.
 
As of the day of this filing Unicode Corp. has signed a purchase and sale agreement for purchasing a 3D Crystal Laser engraving machine from a Chinese vendor. This machine has more modern advanced functions and will serve for expediting the range of offered engraving products and increasing the quality level of engraving items. The Agreement is filed as Exhibit 10.9 to this registration statement.
 
Unicobe Corp. has the ability to manufacture such original items as, for example:

·  
Advertising or corporate glass souvenirs with brand identity of the customer;
·  
High-end souvenir-like glass gifts and awards;
·  
Custom designed nameplates.
 
However, first, we intend to launch a mass manufacture of inexpensive laser-engraved tourist souvenirs of various shapes.
 
 
21

 
 
JG-7040SG Laser Engraving Machine

Machine Features:
 
1. Honeycomb and aluminous strip panel double-face working table is suitable for processing different kinds of non-metal materials.
2. Automatic up and down working table, easy and flexible operation.
3. Equipped with Ultrasonic Auto-focus System to meet different processing demand.
4. Closed-design for top and bottom exhaust systems, ensures the safety of the processing, worriless whole process.
5. Equipped Rotary engraving attachment for engraving cylindrical objects.
 
Applications:
 
Applicable Material: Acrylic, Wood, Glass, Bamboo, Marble, Paper, Leather, ABS Plastic, Plywood, MDF, PMMA, Plexiglas, Cardboard, etc.
Applicable Industries: Advertising, Signs, Promotional Items, Crafts & Gifts, Plaques, Trophies, Awards, Bangles, Badges, Tags, Key Chains, Souvenirs, Precise Ornaments, Architecture Modeling, etc.
 
Technical Parameters:
Laser type
Hermetic and detached CO2 glass laser tube
Laser power
50W
Working area
700mm×400mm
No-load max speed
0-24000mm/min
Working table
Honeycomb and strip panel double-face working table
Automatic up & down distance: 0-150 mm
Repeating location accuracy
±0.1mm
Motion system
5 inches LCD display, Offline stepping motor system

Potential Customers
 
Our President and Director, Anatoliy Kanev, will market our product and negotiate with potential customers and wholesale buyers. We intend to develop and maintain a database of potential corporate clients who may be interested in our products. We will follow up with these clients periodically and offer them free samples, presentations and special discounts from time to time. We plan to attend trade shows in our industry to exhibit our products with a view to find new customers.
 
Three main categories of our clients are:
 
·  
Tourists coming to spend their vacations to Bulgaria and neighboring countries. First of all, we rely on the tourism potential of Bulgaria. In 2013, 9.2 mln tourists visited Bulgaria. Tourists from Greece, Romania and Turkey comprise 40% of all persons attending the country. Tourism sector in Bulgaria constituted 13.6% of GDP, having provided for 111,856 workplaces in 2013. During three summer months of 2013 the average amount of tourists in Bulgaria reached 1.5 mln persons per month, 61% of whom came from the European Union3, which, in turn, suggests serious potential solvent demand for our products. In the recent years, the average annual increment of tourists in Bulgaria has comprised 6%4. When marketing our products to this segment of the market we plan to cooperate with both local retailers of tourist products (tourist shops, kiosks, tents etc.), and larger wholesalers (tourist agencies, retail chains etc.).
·  
Individual customers will address us in order to get laser engravings on glass based on their individual preferences or designs or designs developed by us.
·  
Corporate clients, representing large, medium and small-scale businesses, various associations etc. This is a rather substantial segment of the market, which grows and regularly generates demand for various corporate gifts, souvenirs; items that promote brand awareness etc.

Competition

We know that there are a number of obstacles to entering the market of laser engravings on glass objects and the competition is rather high. There are several companies (Smartarts and Laser D) that offer similar services and products and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. But review of products of our competitors shows that our products are more exclusive, our assortment of products is wider, delivery times are faster, quality is better, approaches to business are more flexible and, very importantly, our equipment is more modern and efficient than that of the competitors, which gives us good chances for occupying a considerable market niche. Attracting new customers will be also supported by a client-oriented approach of Unicobe Corp., accentuating practical mutually beneficial cooperation with all the clients.
 
          
 
3 www.nsi.bg/en/content/7058/arrivals-visitors-abroad-bulgaria-months-and-country-origin
4 bulgariatravel.org/en/dynamic_page/85
 
 
22

 
 
One of our biggest competitive advantages is that our engraving machine is modern and efficient. This means that we are able to produce more products at the same period of time using fewer resources such as electricity, accompanying raw materials and consumables for the machine. The modern machine that is at our disposal also provides a wider range of creative possibilities at creating laser-engraved products, therefore allowing for another serious competitive advantage. Faster delivery time by Unicobe Corp., first of all, means the way we see our interaction with individual clients. One of the business operations of Unicobe Corp. is the selling of glass products manufactured according to the unique designs submitted by individual clients dedicated to special occasions, events, memorable moments etc.
 
Some of the competitive factors that may affect our business are as follows:
 
1. Number of Competitors Increase: other companies may follow our business model of distributing laser engraved glass billets, which will reduce our competitive edge.
 
2. Price: Our competitors may be selling similar product at a lower price forcing us to lower our prices as well and possibly sell our product at loss.
 
3. Substitute Products: competitors may substitute laser engraved glass billets with similar products from plastic.
 
Marketing
 
The sales strategy will be based on communicating that owning a product by Unicobe Corp., either a mass-market souvenir or a high-end customs-made model, is a source of pride and appreciation. Memorable products by Unicobe Corp. attracts attention, as a piece of interior design always staying in sight, be it an individual customer or large corporate client or a tourist. Our products may also be considered as a long-term investment since the life cycle of our products is rather lengthy and the design stays up-to-date almost infinitely. Especially, given the fact that we plan to affix every product, including those distributed via retail points, with a business card with information about Unicobe Corp., information about the product and contact details. And in order to enhance the feeling of uniqueness of our products, we may also indicate a unique reference number on the business card to accompany each Unicobe Corp. product.
 
 
 
23

 

We plan to distribute our products via several distribution channels simultaneously. As regards to the tourism segment, we plan to cooperate with retailers (kiosks, tourist souvenir shops etc.) and wholesalers (supermarkets, large retail chains, tourism agencies).
 
Individual and corporate clients will be brought in, first of all, thanks to our prospective webpage, advertising in crowded areas and online promotion of our Company. In case of large corporate clients we also plan to focus on personal contacts with PR departments of large companies, presentations of our products, distribution of promotional leaflets, free samples and other measures to facilitate brand awareness of Unicobe Corp.
 
Among others, we also intend to use such marketing strategies as web advertisements, direct mailing, and phone calls to acquire potential customers. We plan to develop a website to market and display our products. As of the date of this prospectus we have already purchased a website (www.unicobecorp.com) and plan to develop it. To accomplish this, we plan to contract an independent web designing company. Our website will describe our product in detail, show our contact information, and include some general information and pictures of our laser engraved products, available designs, etc. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and meta-tags, and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.
 
We also plan to attend some trade shows and souvenir exhibitions to show our products with a view to find new customers. We will intend to continue our marketing efforts during the life of our operations. We intend to spend from $4,500 to $6,000 on marketing efforts during the first year. 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.
 
Description of property
 
The Company has signed Rental Agreement dated March 27, 2015 with Elica Valentinova for one-year term with the opportunity of expansion. The monthly rental fee is $150. The Agreement is filed as Exhibit 10.2.
 
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.
 
Research and Development Expenditures
 
We have not incurred any research expenditures since our incorporation.
 
Bankruptcy or Similar Proceedings
 
There has been no bankruptcy, receivership or similar proceeding.
 
Employees; Identification of Certain Significant Employees
 
We currently have no employees, other than our sole officer and director Anatoliy Kanev.
 
MANAGEMENT

Officers and Directors
 
Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.
 
 
24

 
 
The name, address, age and position of our present officers and directors are set forth below:
 
Name and Address
 
Age
 
Position(s)
         
Anatoliy Kanev
 
36 
 
President, Principal Executive Officer, Secretary, Treasurer,
At Serdike 17A, ap. 37
     
Principal Financial Officer, Principal Accounting Officer
Sofia, Bulgaria, 1000
     
and sole member of the Board of Directors. 
 
Mr. Kanev has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on May 19, 2014.  Mr. Kanev owns 100% of the outstanding shares of our common stock. For the past five years he has been a sales manager and then a senior manager at Eurobuses Group LLC (business consultancy services). Mr. Kanev intends to devote close to 75% of his time to planning and organizing activities of Unicobe Corp.
 
In the past ten years, Mr. Kanev has not been the subject to any of the following events:

1.  
Any bankruptcy petition filed by or against any business of which Mr. Kanev 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. Kanev’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 Futures Trading Commission to violate 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
 
The director 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 Board of Directors and hold office until removed by the Board or until his resignation appoints our officer.
 
 
25

 

Director Independence
 
 
Our board of directors is currently composed of one member, Anatoliy Kanev, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships 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 our management and us.
 
EXECUTIVE COMPENSATION
 
The following table sets forth the compensation paid by us for the six months ending December 31, 2015 for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers. 
 
EXECUTIVE OFFICER COMPENSATION TABLE
 
Name and
Principal Position
 
Year
 
Salary
   
Bonus
   
Stock
Awards
   
Option
Awards
   
Non-Equity
Incentive
Plan
Compensation
   
Nonqualified
Deferred
Compensation
Earnings
   
All Other
Compensation
   
Total
 
       
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
 
                                                     
Anatoliy Kanev
 
2015
  0     0     0     0     0     0     0     0  
President
                                                   
 
We have no employment agreements with our sole officer and director. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. Mr. Kanev will not be compensated after the offering and prior to profitable operations. There is no assurance that we will ever generate additional revenues from our operations.
 
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
 
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
 
Compensation of Directors
 
The member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.
 
DIRECTOR’S COMPENSATION TABLE

Name
 
Year
 
Fees Earned
or Paid
in Cash
   
Stock
Awards
   
Options
Awards
   
Non-Equity
Incentive
Plan
Compensation
   
Nonqualified
Deferred Compensation
Earnings
   
All Other
Compensation
   
Total
 
       
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
 
                                               
Anatoliy Kanev
 
2015
  0     0     0     0     0     0     0  
 

 
26

 
 
Long-Term Incentive Plan Awards
 
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
 
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 his 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 him 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.
 
PRINCIPAL STOCKHOLDERS
 
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address
Beneficial Owner [1]
 
Number of
Shares Before
the Offering
   
Percentage of
Ownership
Before the
Offering
   
Number of
SharesAfter
Offering
Assuming all
of the Shares
areSold
   
Percentage
of Ownership
After the
Offering Assuming
all of the Shares
are Sold
 
                         
Anatoliy Kanev
    2,000,000       100 %     2,000,000       50

[1]
The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Kanev is the only "promoter" of our company.

Future sales by existing stockholders
 
A total of 2,000,000 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.
 
As we are a “shell company” as that term is defined by the applicable federal securities laws, because of the nature and amount of our assets and our very limited operations, applicable provisions of Rule 144 specify that during that time that we are a “shell company” and for a period of one year thereafter, holders of our restricted securities can not sell those securities in reliance on Rule 144. As result, one year after we cease being a “shell company”, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us, to cease being a “shell company”, we must have more than nominal operations history and more assets and revenues.
 
 
27

 
 
There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application; hence there is no guarantee that a market marker will file an application on our behalf. Even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB.
 
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 2,000,000 restricted shares of our common stock.
 
DESCRIPTION OF SECURITIES
 
Common Stock
 
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:
 
·  
Have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
·  
Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
·  
Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

A holder of outstanding shares, entitled to vote at a meeting, may vote at such meeting in person or by proxy. Except as may otherwise be provided in the currently filed Articles of Incorporation, every shareholder shall be entitled to one vote for each share standing in their name on the record of shareholders. Except, as herein or in the currently filed Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.
 
We refer you to our 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 our securities.
 
Anatoliy Kanev, our sole officer and director will offer our securities to his personal friends and family in Bulgaria and relatives and friends in neighboring countries. We will not utilize advertising or make a general solicitation for our offering, but rather, Mr. Kanev will personally and individually contact each investor. Mr. Kanev has no experience in selling securities to investors. Mr. Kanev will not purchase securities in this offering.
 
Preferred Stock
 
Currently no preferred shares are issued and outstanding.
 
Share purchase warrants
 
We have not issued and do not have any outstanding warrants to purchase shares of our common stock.
 
Options
 
We have not issued and do not have any outstanding options to purchase shares of our common stock.
 
Convertible Securities
 
We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
 
 
28

 

Non-cumulative voting
 
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 50% of our outstanding shares.
 
Cash dividends
 
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
 
Nevada anti-takeover laws
 
Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.
 
The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part.  The control share acquisition law provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares.  The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation.  Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition law.  The control share acquisition law is applicable only to shares of “Issuing Corporations” as defined by the act.  An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.
 
At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition law do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition law may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.
 
The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met.  The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of
 
 
29

 
 
a resident domestic corporation, or an affiliate or associate thereof.  A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares.  If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.
 
Reports
 
We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
 
Stock transfer agent
 
We do not have a Transfer Agent.
 
RELATED PARTY TRANSACTIONS

On April 01, 2015, we issued a total of 2,000,000 shares of restricted common stock to Anatoliy Kanev, our sole officer and director in consideration of $2,000. Mr. Kanev is a sole promoter of our Company.
 
Further, Mr. Kanev has advanced funds to us under a loan agreement concluded between Mr. Kanev, and us, which is filed as Exhibit 10.1. As of December 31, 2015, Mr. Kanev advanced us $10,177. The money is due on demand and Mr. Kanev will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Kanev. Mr. Kanev will be repaid from revenues of operations if and when we generate significant revenues to pay the obligation. The obligation to Mr. Kanev does not bear interest.
 
EXPERTS
 
Our financial statements for the period from inception to June 30, 2015, included in this prospectus have been audited by Heaton & Company, PLLC as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.
 
LEGAL MATTERS
 
The McGeary Law Firm, P.C. has provided an opinion on the validity of our common stock. We have retained them solely for the purpose of providing this opinion.

FINANCIAL STATEMENTS

Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis through filing a Form 10-K; a firm of Certified Public Accountants will audit the statements.
 
Our financial statements from inception (May 19, 2014) to June 30, 2015, and the three and six month period ended December 31, 2015 (unaudited) immediately follow:
 
 
 
30

 

 
 UNICOBE CORP.
TABLE OF CONTENTS
FOR THE YEAR ENDED JUNE 30, 2015 AND
PERIOD FROM MAY 19, 2014  (INCEPTION) TO JUNE 30, 2014

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm
F-1
   
Balance Sheets as of June 30, 2015 and June 30, 2014
F-2
   
Statements of Operations for the year ended June 30, 2015 and period May 19, 2014   (inception) to June 30, 2014
F-3
   
Statement of Changes in Stockholder’s Equity for the year ended June 30, 2015 and period from May 19, 2014   (inception) to June 30, 2014
F-4
   
Statements of Cash Flows for the year ended June 30, 2015 and period May 19, 2014   (inception) to June 30, 2015
F-5
   
Notes to the Financial Statements
F-6
 
 
 
31

 

Heaton & Company, PLLC

 
 
 
 
 
Kristofer Heaton, CPA
William R. Denney, CPA
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and Stockholders of
Unicobe Corp.

We have audited the accompanying balance sheets of Unicobe Corp. (the Company) as of June 30, 2015 and 2014, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Unicobe Corp. as of June 30, 2015 and June 30, 2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has negative working capital and has not established stable revenues to cover operating expenses.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Heaton & Company, PLLC         
Farmington, Utah
September 3, 2015

240 N. East Promontory
                        Suite 200
           Farmington, Utah
                             84025
          (T) 801.218.3523
 
heatoncpas.com
   
 
 
 
F-1

 
 
UNICOBE CORP.
BALANCE SHEETS
AS OF JUNE 30, 2015 AND JUNE 30, 2014


   
June 30, 2015
   
June 30, 2014
 
ASSETS
           
             
Current Assets
           
Cash and cash equivalents
  $ 8,687     $ -  
Inventory
    750       -  
Prepaid Expenses
    600       -  
Total Current Assets
    10,037       -  
                 
Fixed Assets
               
Equipment/Website
    5,301       -  
Total Fixed Assets
    5,301       -  
                 
Total Assets
  $ 15,338     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Liabilities
               
                 
Current Liabilities
               
Deferred revenue
  $ 3,180     $ -  
Loans from director
    10,177       -  
Total Current Liabilities
    13,357       -  
                 
Total Liabilities
    13,357       -  
                 
Stockholder’s Equity
               
Common stock, par value $0.001; 75,000,000 shares authorized, 2,000,000 shares issued and outstanding
    2,000       -  
Additional paid in capital
    -       -  
Accumulated deficit
    (19 )     -  
Total Stockholder’s Equity
    1,981          
                 
Total Liabilities and Stockholder’s Equity
  $ 15,338     $ -  




See accompanying notes to financial statements.

 
F-2

 

UNICOBE CORP.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2015 AND
PERIOD FROM MAY 19, 2014   (INCEPTION) TO JUNE 30, 2015


   
For the year ended
June 30, 2015
   
For the period from
May 19, 2014
(Inception) to
June 30, 2014
 
             
REVENUES
  $ 1,550     $ -  
Cost of Goods Sold
    550       -  
Gross Profit
    1,000       -  
                 
OPERATING EXPENSES
               
General and Administrative Expenses
    1,019       -  
TOTAL OPERATING EXPENSES
    1,019       -  
                 
NET INCOME (LOSS) FROM OPERATIONS
    (19 )     -  
                 
PROVISION FOR INCOME TAXES
    -       -  
                 
NET (INCOME) LOSS
  $ (19 )   $ -  
                 
NET LOSS PER SHARE: BASIC AND DILUTED
  $ 0.00     $ -  
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
               
BASIC AND DILUTED
    498,630       -  




See accompanying notes to financial statements.

 
F-3

 

UNICOBE CORP.
STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEAR ENDED JUNE 30, 2015 AND
PERIOD FROM MAY 19, 2014   (INCEPTION) TO JUNE 30, 2014

 
   
Common Stock
   
Additional
Paid-in
   
Deficit
Accumulated
during the
Development
   
Total
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
                               
Inception, May 19, 2014
    -     $ -     $ -     $ -     $ -  
Net income for the period ended June 30, 2015
    -       -       -       -       -  
                                         
Balance, June 30, 2014
    -       -       -       -       -  
                                         
Shares issued for cash at $0.001 per share on April 1, 2015
    2,000,000       2,000       -       -       2,000  
                                         
Net (loss) for the period ended June 30, 2015
    -       -       -       (19 )     (19 )
                                         
Balance, June 30, 2015
    2,000,000     $ 2,000     $ -     $ (19 )   $ 1,981  





See accompanying notes to financial statements.

 
F-4

 

UNICOBE CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2015 AND
PERIOD FROM MAY 19, 2014 (INCEPTION) TO JUNE 30, 2014


   
For the year ended
June 30, 2015
   
For the period from
May 19, 2014
(Inception) to
June 30, 2014
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (19 )   $ -  
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation
    199       -  
Increase in Inventory
    (750 )        
Increase in the Prepaid Expenses
    (600 )     -  
Increase in Deferred Revenue
    3,180       -  
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
    2,010       -  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of Fixed Assets
    (5,500 )     -  
CASH FLOWS USED IN INVESTING ACTIVITIES
    (5,500 )     -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from sale of common stock
    2,000       -  
Loan from director
    10,177       -  
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
    12,177       -  
                 
NET INCREASE IN CASH
    8,687       -  
                 
Cash, beginning of period
    -       -  
              -  
Cash, end of period
  $ 8,687     $ -  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
  $ 0     $ -  
Income taxes paid
  $ 0     $ -  




See accompanying notes to financial statements.

 
F-5

 

UNICOBE CORP.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2015


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

UNICOBE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 19, 2014. We are in the business of producing and selling laser engravings on glass billets.  Our office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues from May 19, 2014 (inception) through June 30, 2015.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is June 30.

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

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $8,687 of cash as of June 30, 2015.

Fair Value of Financial Instruments
ASC topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
 
 
F-6

 

UNICOBE CORP.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2015


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)

These tiers include:

Level 1:
Defined as observable inputs such as quoted prices in active markets;
Level 2:
Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:
Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first in, first out (FIFO) method. The Company’s inventory is all finished goods and had a balance of $750 and $0 as of June 30, 2015 and 2014, respectively.

Prepaid Expenses
Prepaid Expenses are recorded at fair market value. The Company had $600 in prepaid expenses as of June 30, 2015 and $0 as of June 30, 2014.

Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of a laser-engraving machine is seven years and current version of web site is one year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. The Company will accept customer returns only if the final product has manufacturing defects. The customer returns will not be accepted if not made within 60 days from the receipt of goods. 100% of Company’s sales were made to one customer as of June 30, 2015.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 
F-7

 

UNICOBE CORP.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2015


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)

Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period ended May 19, 2014   (inception) to June 30, 2014 and for the year ended June 30, 2015, there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the period from May 19, 2014 (inception) to June 30, 2014 and for the year ended June 30, 2015 there were no differences between our comprehensive loss and net loss.

Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 4 – FIXED ASSETS

   
Equipment
   
Website
   
Totals
 
Cost
                 
As at May 19, 2014
  $ -     $ -     $ -  
Additions
    -       -       -  
Disposals
    -       -       -  
As at June 30, 2014
    -       -       -  
                         
Additions
    5,200       300       5,500  
Disposals
    -       -       -  
As at June 30, 2015
    5,200       300       5,500  
                         
Depreciation
    -       -       -  
As at May 19, 2014
    -       -       -  
Change for the period
                       
As at June 30, 2014
    -       -       -  
                         
Change for the period
    (124 )     (75 )     (199 )
As at June 30, 2015
    (124 )     (75 )     (199 )
                         
Net book value
  $ 5,076     $ 225     $ 5,301  

 
 
F-8

 

UNICOBE CORP.
 NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2015


NOTE 5 – LOAN FROM DIRECTOR

During the year ended June 30, 2015, our sole director has loaned to the Company $10,177 and $0 for the period from May 19, 2014   (Inception) to June 30, 2014. This loan is unsecured, non-interest bearing and due on demand.

The balance due to the director was $10,177 as of June 30, 2015, and $0 as of June 30, 2014.

NOTE 6 – COMMON STOCK

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

On April 1, 2015, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.

There were 2,000,000 shares of common stock issued and outstanding as of June 30, 2015 and 0 shares outstanding as of June 30, 2014.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company prepaid six months of rental fees starting on May 1, 2015 and ending on October 31, 2015 and the remaining balance of $600 is in prepaid expense on the balance sheet. Under the rental agreement, the Company is renting 27 square meters for a $150 monthly fee.

As of June 30, 2015, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

NOTE 8 – INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
 
The Company has no tax position at June 30, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at June 30, 2015. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

 
F-9

 

UNICOBE CORP.
 NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2015


NOTE 8 – INCOME TAXES (CONTINUED)

The valuation allowance at June 30, 2015 was approximately $6. The net change in valuation allowance during the year ended June 30, 2015 was $6. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2015.  All tax years since inception remains open for examination by taxing authorities.

The Company has a net operating loss carryforward for tax purposes totaling approximately $19 at June 30, 2015, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
 
   
Year Ended
June 30, 2015
 
Non-current deferred tax assets:
     
Net operating loss carryforward
  $ (19 )
Stock based compensation
    -  
Inventory obsolescence
    -  
Accrued officer compensation
    -  
         
Total deferred tax assets
    (6 )
Valuation allowance
    6  
Net deferred tax assets
  $ -  
 
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year ended June 30, 2015 as follows:

   
Year Ended
June 30, 2015
 
       
Computed "expected" tax expense (benefit)
  $ (6 )
Penalties and fines and meals and entertainment
    -  
Accrued officer compensation
    -  
Change in valuation allowance
    6  
Actual tax expense (benefit)
  $ -  

NOTE 9 – SUBSEQUENT EVENTS
 
In accordance with ASC 855-10  the Company has analyzed its operations subsequent to June 30, 2015 up through September 3, 2015, which is the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
 

 
F-10

 
 

UNICOBE CORP.
TABLE OF CONTENTS
DECEMBER 31, 2015

Balance Sheets as of December 31, 2015 (unaudited) and June 30, 2015
F-12
   
Statements of Operations for the three and six month periods ended December 31, 2015 and 2014 (unaudited)
F-13
   
Statements of Cash Flows for the six month periods ended December 31, 2015 and 2014 (unaudited)
F-14
   
Notes to the Financial Statements (unaudited)
F-15


 
F-11

 

UNICOBE CORP.
BALANCE SHEETS
AS OF DECEMBER 31, 2015
 

   
December 31,
2015
   
June 30,
 2015
 
 
  (Unaudited)        
ASSETS
           
             
Current Assets
           
Cash and cash equivalents
  $ 552     $ 8,687  
Inventory
    595       750  
Prepaid Expenses
    300       600  
Total Current Assets
    1,447       10,037  
                 
Fixed Assets
               
Equipment/Website
    4,780       5,301  
Total Fixed Assets
    4,780       5,301  
                 
Total Assets
  $ 6,227     $ 15,338  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Liabilities
               
                 
Current Liabilities
               
Deferred revenue
  $ -     $ 3,180  
Loans
    10,177       10,177  
Total Current Liabilities
    10,177       13,357  
                 
Total Liabilities
    10,177       13,357  
                 
Stockholder’s Equity (Deficit)
               
Common stock, par value $0.001; 75,000,000 shares authorized, 2,000,000 shares issued and outstanding
    2,000       2,000  
Additional paid in capital
    -       -  
Accumulated deficit
    (5,950 )     (19 )
Total Stockholder’s Equity
    (3,950 )     1,981  
                 
Total Liabilities and Stockholder’s Equity (Deficit)
  $ 6,227     $ 15,338  




See accompanying notes to financial statements.

 
F-12

 

UNICOBE CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)


   
Three Months
Ended
December 31,
2015
   
Six Months
Ended
December 31,
2015
   
Three Months
Ended
December 31,
2014
   
Six Months
Ended
December 31,
2014
 
                         
REVENUES
  $ 1,255     $ 4,435     $ -     $ -  
Cost of Goods Sold
    205       955       -       -  
Gross Profit
    1,050       3,480       -       -  
                                 
OPERATING EXPENSES
                               
General and Administrative Expenses
    3,406       9,411       -       -  
TOTAL OPERATING EXPENSES
    (3,406 )     (9,411 )     -       -  
                                 
NET INCOME (LOSS) FROM OPERATIONS
    (2,356 )     (5,931 )     -       -  
                                 
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET INCOME (LOSS)
  $ (2,356 )   $ (5,931 )   $ -     $ -  
                                 
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )   $ -     $ -  
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
                               
BASIC AND DILUTED
    2,000,000       2,000,000       -       -  




See accompanying notes to financial statements.

 
F-13

 

UNICOBE CORP.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)


   
Six Months
Ended
December 31,
2015
   
Six Months
Ended
December 31,
2014
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (5,931 )   $ -  
Adjustments to reconcile net loss to net cash (used in) operating activities:
               
Depreciation
    521       -  
Prepaid Expenses
    300       -  
Inventory
    155       -  
Deferred Revenue
    (3,180 )     -  
CASH FLOWS USED IN OPERATING ACTIVITIES
    (8,135 )     -  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of Fixed Assets
    -       -  
CASH FLOWS USED IN INVESTING ACTIVITIES
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from sale of common stock
    -       -  
Loans
    -       -  
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
    -       -  
                 
NET INCREASE (DECREASE) IN CASH
    (8,135 )     -  
                 
Cash, beginning of period
    8,687       -  
                 
Cash, end of period
  $ 552     $ -  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  




See accompanying notes to financial statements.

 
F-14

 

UNICOBE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2015


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

UNICOBE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 19, 2014. We are in a business of producing and selling laser engravings on glass billets.  Our office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues from May 19, 2014 (inception) through December 31, 2015.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is June 30.

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

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $552 of cash as of December 31, 2015 and $8,687 as of June 30, 2015.

Fair Value of Financial Instruments
ASC topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:
Defined as observable inputs such as quoted prices in active markets;
Level 2:
Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:
Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first in, first out (FIFO) method. The Company had $595 in inventory as of December 31, 2015 and $750 as of June 30, 2015.

Prepaid Expenses
Prepaid Expenses are recorded at fair market value. The Company had $300 in prepaid expenses as of December 31, 2015 and $600 as of June 30, 2015.

 
F-15

 

UNICOBE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2015


NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of laser-engraving machine is 7 years and current version of web site is 1 year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the six months ended December 31, 2015 there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the six months ended December 31, 2015 there were no differences between our comprehensive loss and net loss.

NOTE 4 – LOAN FROM DIRECTOR

During the year ended June 30, 2015 our sole director loaned to the Company $10,177. This loan is unsecured, non-interest bearing and due on demand.

The balance due to the director was $10,177 as of December 31, 2015.
 
 
F-16

 

UNICOBE CORP.
 NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2015


NOTE 5 – FIXED ASSETS

   
Equipment
   
Website
   
Totals
 
Cost
                 
As at May 19, 2014
  $ -     $ -     $ -  
Additions
    5,200       300       5,500  
Disposals
    -       -       -  
As at June 30, 2015
    5,200       300       5,500  
                         
Depreciation
                       
As at May 19, 2014
    -       -       -  
                         
Change for the period
    (124 )     (75 )     (199 )
As at June 30, 2015
    (124 )     (75 )     (199 )
                         
Change for the period
    (186 )     (75 )     (261 )
As at September 30, 2015
    (310 )     (150 )     (460 )
                         
Change for the period
    (185 )     (75 )     (260 )
As at December 31, 2015
    (495 )     (225 )     (720 )
                         
Net book value
  $ 4,705     $ 75     $ 4,780  

NOTE 6 – COMMON STOCK

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

On April 1, 2015, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.

There were 2,000,000 shares of common stock issued and outstanding as of December 31, 2015.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has entered into one-year rental agreement for a $150 monthly fee, starting on May 1, 2015. The remaining balance of $300 is in prepaid expense on the balance sheet at December 31, 2015.

NOTE 8 – INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
 
The Company has no tax position at December 31, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2015. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

The valuation allowance at December 31, 2015 was approximately $2,023. The net change in valuation allowance during the six months ended December 31, 2015 was $2,017. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2015.  All tax years since inception remain open for examination by taxing authorities.

 
F-17

 

UNICOBE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2015


NOTE 8 – INCOME TAXES (CONTUNUED)

The Company has a net operating loss carryforward for tax purposes totaling approximately $5,950 at December 31, 2015, expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
 
   
December 31, 2015
   
June 30, 2015
 
Non-current deferred tax assets:
           
Net operating loss carryforward
  $ (5,950 )   $ (19 )
Stock based compensation
    -       -  
Inventory obsolescence
    -       -  
Accrued officer compensation
    -       -  
                 
Total deferred tax assets
  $ (2,023 )   $ (6 )
Valuation allowance
    2,023       6  
Net deferred tax assets
  $ -     $ -  

 
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the quarter ended December 31, 2015 as follows:

   
December 31, 2015
   
June 30, 2015
 
             
Computed "expected" tax expense (benefit)
  $ (2,017 )   $ (6 )
Penalties and fines and meals and entertainment
    -       -  
Accrued officer compensation
    -       -  
Change in valuation allowance
    2,017     $ 6  
Actual tax expense (benefit)
  $ -     $ -  

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2015 up through January 28, 2016, which is the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
 
 
F-18

 
 
PROSPECTUS
 
2,000,000 SHARES OF COMMON STOCK

UNICOBE CORP.
_______________
 

Dealer Prospectus Delivery Obligation

Until _____________ ___, 2016, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


 
 

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee 
  $ 9.30  
Auditors Fees and Expenses
  $ 3,750.00  
Legal Fees and Expenses 
  $ 2,500.00  
Transfer Agent Fees 
  $ 1,250.00  
EDGAR Agent Fees
  $ 500.00  
TOTAL
  $ 8,009.30  

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

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
 
Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses, which such offer, or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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
 
                   
Anatoliy Kanev
    April 01, 2015       2,000,000     $ 2,000.00  


 
II-1

 

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.

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: Legality and Consent of Counselor The McGeary Law Firm, P.C.
10.1*
 
Interest-free Loan Agreement, May 21, 2014
10.2*
 
Rental Agreement, March 27, 2015
10.3*   Sale Distribution Contract, March 1, 2015
10.4*
 
Verbal Agreement, April 1, 2015
10.5 *
  Sale Distribution Contract, April 1, 2015
10.6 *
  Sale Contract, October 9, 2015
10.7 *   Sale Contract, November 1, 2015
10.8 *   Sale Contract, December 17, 2015
10.9 *   Purchase and sale agreement, January 11, 2016
23.1      Consent of Heaton & Company, PLLC
99.1 *
 
Subscription Agreement
 
*  Previously filed

ITEM 17. UNDERTAKINGS
 
The undersigned Registrant hereby undertakes:
 
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
 
(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(c) 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. To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.
 
3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering.
 
 
II-2

 

4. For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, 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:
 
(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
 
(b) 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;
 
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
 
(d) 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 director, 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 director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 
II-3

 

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 Sofia, Bulgaria on February 22 , 2016.

 
UNICOBE CORP.
     
     
 
By:
/s/ Anatoliy Kanev
 
 
Name:
Anatoliy Kanev
 
Title:
President, Treasurer , Secretary and Director
   
(Principal Executive, Financial and Accounting Officer)
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anatoliy Kanev, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his  name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Amended Form S-1/A of Unicobe Corp., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, the following person in the capacities and on the dates indicated has signed this registration statement.
 
Signature
 
Title
 
Date
         
         
/s/ Anatoliy Kanev
  President, Treasurer, Secretary and Director  
February 22 , 2016
Anatoliy Kanev
 
(Principal Executive, Financial and Accounting Officer) 
 
 


 
II-4