UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

FORM 10 K/A

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2016

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

 

Commission File No.  333-197692

 

ASTERIKO CORP.
(Exact name of registrant as specified in its charter)
NEVADA	2590	37-1757067
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)
	Somporn Phatchan, CEO
	488, Soi Rachada Niwet Samsen Nok, Ratchadapisek Samsennok, Huai Khwang, Bangkok, Thailand 10310
Phone: (65) 2274 3403 (Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

 

 

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x

 

As of September 8, 2016, the registrant had 7,080,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of June 30, 2016 and 2015.

 

Note – This Amendment is filed to clarify Management’s report per Item 308 under Section 9A, Controls and Procedures. All other aspects of the original filing remain unchanged.

 

 

 

 

 

 

 

 

 

Table of Contents

 

PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors.	4
Item 1B.	Unresolved Staff Comments.	4
Item 2.	Properties.	4
Item 3.	Legal Proceedings.	4
Item 4.	Mine Safety Disclosures.	4
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	5
Item 6.	Selected Financial Data.	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 8.	Financial Statements and Supplementary Data.	7
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	8
Item 9A.	Controls and Procedures.	8
Item 9B.	Other Information.	9
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	10
Item 11.	Executive Compensation.	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	12
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	12
Item 14.	Principal Accounting Fees and Services.	12
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	12
SIGNATURES		13

 

 

 

 

PART I

 

Item 1. Description of Business

 

Forward Looking Statements

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

General

 

Asteriko Corp. was incorporated in the State of Nevada on April 17, 2014. Our offices are located at 616 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989.

 

We are a company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, small batch manufacturing and promoting our new technology. Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for their decorative needs. Our initial product is lattice panels designed for suspended ceiling. These panels will dynamically change the color of their surface with the change of the viewing angle and / or the type of illumination.

 

Products/Services

 

Description of Product or Services

 

Our initial product will be color changing lattice panels designed for suspended ceiling.

 

The idea of color changing surfaces is not new. Color decomposition of reflected light also known as refraction combined with light interference is a known effect and is used in automotive industry for development of special paints.

 

Our approach is to achieve similar results using different and more cost effective technology. This approach is based on ability of an average human eye to blend reflected lights and view them as a single color. The type of color depends on combination of base colors (red, blue, and green) in the reflection. All color TVs use similar principle to achieve multicolor effect. The main difference with our proposal is that TV generates light whereas we use the surface reflection. Only select material can be used to achieve this effect the surface of the material should have special geometrical figures on a small level and each painted with at least 3 different colors.  

 

Prior to creating Asteriko Corp. our President has done many experiments and discovered that simple 3D transparent rectangular grid structure could act as a color changing decorative element by simply applying different colors to different faces of the 3D grid. Viewed from different angles, such structure appears to have not only different but also dynamically changing color depending of the viewpoint of the observer.

 

The grid density and the height of each individual rectangular cell defines the light transparency of the element, if back lit, as well as the sensitivity of the color shifting to a different viewing angle. Desired color changing effects can also be achieved through the application of directional spray painting to randomly oriented micro-surfaces.

 

We are beginning to experiment with rigid and soft foam. It is our understanding that foam sheets of 0.5” to 1.0” thick, rigid or soft, could be made as 3D lattices of adjacent polygons, much like certain types of packing foam. Having painted each face of the polygon into different color will create desired color changing illusion if viewed from different directions.

 

 

 

 

Our plan is to carry out a phased approach in establishing and developing Asteriko Corp. The first phase will focus on developing and refining design solutions and producing samples  The second phase will be production and manufacturing.

 

Phase one:

 

a)

select the most effective way to make a given surface to change its color

b)

identify the materials to be used

c)

manufacture and sell small batches of different materials such as ceiling panels as a proof of concept to see if our products generate interest

d)

enhance directional spray painting process to achieve better quality

e)

document the technological process and our “know how”

 

Phase two:

 

a)

advertise our product and technology

b)

negotiate with suppliers and manufacturers of the foam panels of desired geometry. Currently suppliers such as Clark Foam Products Corp. and several others all capable of manufacturing an initial monochromatic 3D foam lattices

c)

establish distribution network

d)

expand our technology to other materials used for surface decorations capitalizing the basic working principle of the 3D rectangular color changing grid

 

In case of successful growth of our business, necessary funds will be available through operating profits to further optimize present technique for making color changing rectangular lattices and foam panels as well as establishing proper manufacturing. It will also be possible to start producing samples of color changing ceramic or stamped metal tiles.

 

Target Market and Clients/potential Clients

 

The main target market for our products and services will include retail and commercial establishments where unique and original appearance is an integral part of their success. We will also provide design solutions and materials to the residential sector.

 

Our potential customers will be in the following potential sectors:

 

First Phase:

 

•

Building contractors and industrial design and architecture companies

•

Home owners for new builds or renovations

 

Future phases:

 

•

Retail establishments e.g. boutique and specialty stores

•

Commercial establishments including restaurants, night clubs, theaters, hotels and fitness clubs

•

Geographically at the initial stage of our development we’ll target the North American markets

 

Source of revenue

 

Our main of source of revenue will initially be the sales of design solutions to the house and building designers and constructors i.e.:

 

1.

Design of color-shifting suspended ceiling panels to customer-provided specifications

2.

Consulting on application and integration of our panels into customer interior or exterior design.

 

Additional revenue stream is expected to come from manufacturing of color-shifting suspended ceiling surfaces for home owners as well as retail and commercial establishments in the future.

 

 

 

 

 

Marketing Strategy

 

In order to attract customers and promote products, our company has created the website. We will also market through online advertisements. For online and website advertising we will use the following methods:

 

•

Link our site to free web directories

•

Use shared online advertisement facilities

	•	Distribute online banners to attract more attention from the customers and provide credibility to the product by including customer feedback
	•	Advertise through classified ads and blogs
	•	Add our website address to the relevant search engines

 

We will also advertise through local and global classified ads and social networking.  Sales brochures will be printed to provide necessary company product and service information. We will organize onsite presentations for perspective clients with sample demonstrations.

 

Competition and Competitive Strategy

 

There is a small number of potential competitors that provide some elements of what Asteriko Corp., will offer to its customers.  However, no direct competition exists since the product that our company develops is unique to design and construction industry.  It uses innovative technological solution that is low cost and economical.  

 

Several differences in application arise when comparing our technology to color changing paint technology as well as some colored light arrangements. The main difference in application is simplicity as one can imagine the installation of a ceiling panel or wall panel compared to painting or running electricity. No major surface preparation is required. Another significant difference is flexibility of installation in terms of design and final appearance. Taking rectangular grid ceiling panel as example, not only various ornamental combinations could be applied right at the customer site but also customer is left with the ability to adjust and even entirely change the appearance of the ceiling by rotating and relocating individual panels.

 

There is also a difference in application of our innovative technology.  Once we fully launch operations we expect to compete successfully on a basis of price, quality and novelty of our product.  

 

Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations.

 

Sources and Availability of Products and Supplies

 

We believe that our President's industry experience and connections will enable us to develop the various aspects of the business. Mr. Tomski has experience with design and engineering of products and creating promotion and marketing packages. While working as Research Scientist and Industrial Post Doctoral Fellow for Ionics Mass Spectrometry Group Inc., Mr. Tomski (in addition to his main duties as research scientist) has been actively involved in promoting the company products through installations, demonstrations and training provided to existing and potential customers around the world. He also promoted company's products through onsite and offsite presentations and industrial conferences. Throughout his career Mr. Tomski has been involved in design and manufacturing of hi-tech industrial equipment such as high vacuum systems for utilization in particle accelerator applications in general and for Accelerator Mass Spectrometry application in particular. Mr. Tomski has hands on experience in design, manufacturing and operation of ion optical elements such as atmospheric pressure to vacuum sampling interface, ion guides, ion collision cells that are vital components of commercial mass spectrometers for bio-medical applications. Mr. Tomski has also been involved in design and manufacturing of cryogenic systems for commercial superconducting gravity gradiometer; this includes design and manufacturing of superconducting electrical circuits and gradiometer sensor components.  

 

Currently he oversees design and manufacturing of superconducting gravity gradiometer sensor in the start-up company targeting major land exploration and natural resources surveying.

 

We believe there are no constraints on the sources or availability of products, materials and supplies related to the production of suspended panels.

 

Dependence on One or a Few Major Customers

 

At this stage we sell small number of panels as a proof of concept to test the market reaction to our product.

 

We currently have only 4 customers (generated $3,808 in revenue to date) we plan to extend our market in the near future.  

 

Our products are applicable to a wide range of customers from individual home owners to commercial construction companies.

 

We believe because of the potentially broad base of customers for our services, we will not rely on one or few major customers.

 

 

 

 

Our initial contract with “Glik-Art” was created to attract new customer with 20% discount for a period of 6 months. Due to different needs of the clients we cannot in advance include in the contract specific materials or design. For each specific order we disclose the type of materials to be used, design specifications and labor rates. Currently we don’t have special relationships with these customers, other than contract with “Glik-Art” offering 20% discount for 6 months.  Any customer may purchase our product based on their needs.

 

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

 

There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations. We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.

Out web domain and IP address as well as company information will be protected by our domain host.

 

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

 

Governmental and Industry Regulations

 

We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.

 

Research and Development Activities and Costs

 

We are capitalizing on prior scientific research and development that was done by our President and Director and have not yet spent any money on R&D. Once this offering is completed we will have the resources to continue our R&D program.

 

Compliance with Environmental Laws

 

Our operations are not subject to any environmental laws.

 

Facilities

 

We do not own or rent facilities of any kind. We plan to conduct our operations from the facilities that our President provides to us free of charge. These facilities located at 353 Bathurst Glen Dr. Thornhill, ON Canada and used primarily for manufacturing small batches of 3D lattice panel as a proof of concept and market testing.

 

Employees

 

We have commenced only limited operations, and currently have two employees - our President and Director Mr. Tomski, who spends approximately fifteen hours a week on our business and our treasurer Ms. Tomskaia, who devotes up to five hours a week to company’s operations.

Item 1A. Risk Factors.

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

We do not own any real estate or other properties.

 

Item 3. Legal Proceedings.

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Year-End Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company's operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 

As of June 30, 2016, no shares of our common stock have traded.

 

Number of Holders

 

As of June 30, 2016, the 7,080,000 issued and outstanding shares of common stock were held by a total of 27 shareholders of record.

 

Dividends

 

No cash dividends have been paid on our shares of common stock during the fiscal years ended June 30, 2016 and 2015. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 

 

Recent Sales of Unregistered Securities

 

None.

 

Purchase of our Equity Securities by Officers and Directors

 

None.

 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data.

 

Not applicable.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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

  

Our cash balance was $1,380 as of June 30, 2016. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds received from our President and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $10,000 of which are legal and registration fees for a public company) of funding from this offering. Being a development stage company, we have very limited operating history. After the twelve months period we may require additional financing, for which we currently don't have any arrangements. Our US office is located at 616 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989. Our principal executive office is located at 353 Bathurst Glen Dr., Thornhill, ON L4J 9A3 Canada. Our phone number is (845) 512-5020.

 

 

 

Our independent registered public accountants have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. From inception to June 30, 2016 we have generated revenues of $3,808; no significant additional revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

 

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Results of Operations for the year ended June 30, 2016

 

For fiscal year ended June 30, 2016, we have generated $0 revenue as compared with $569 for prior fiscal year.

 

For fiscal year ended June 30, 2016, our operating expenses were comprised of professional fees of $19,902, general and administrative expenses of $1,580 and imputed interest expense of $907 compared to $16,536 of professional fees, $400 imputed interest and $1,504 of administrative expenses in prior year.

 

Since inception, we have sold 7,080,000 shares of common stock.

 

Activities to Date

 

A substantial portion of our activities to date focused on becoming a reporting public company to raise more capital to finance our business activities. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.

 

Plan of Operations

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

 

 

Off Balance Sheet Arrangements

 

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

 

Material Commitments

 

As of the date of this Annual Report, we do not have any material commitments.

 

Purchase of Significant Equipment

 

We do not intend to purchase any significant equipment during the next twelve months.

 

Liquidity and Capital Resources

 

As of June 30, 2016, the Company had $1,380 cash and current liabilities of $19,298. The net operating capital of the Company is not sufficient for the Company to remain operational in a short term.

 

Since inception, we have sold 5,000,000 shares of common stocks to our president and director, at a price of $0.001 per share and 2,080,000 shares of common stock to our investors at a price of $0.01 per share for the aggregated proceeds of $25,800. Our president and director also provided $18,000 long term loan to the company (non interest bearing with no fixed term of repayment).

 

We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds from our sole officer and director. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. In the long-term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

Going Concern Consideration

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. The Company's cash position may not be sufficient to support its daily operations. No substantial revenues anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company. The company anticipates that over the next 12 months the cost of being a reporting public company will be approximately $9,000.

 

Limited operating history and need for additional capital  

 

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

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data.

 

 

 

 

Asteriko Corp.

June 30, 2016

 

Index to the Financial Statements

 

 

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2016 and 2015	F-3
Statements of Operations for the Years Ended June 30, 2016 and 2015	F-4
Statements of Cash Flows for the Years Ended June 30, 2016 and 2015	F-5
Statement of Shareholder's Equity for the Years Ended June 30, 2016 and 2015	F-6
Notes to the Financial Statements	F-7

 

 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Asteriko Corp.

 

We have audited the accompanying balance sheet of Asteriko Corp. as of June 30, 2016 and 2015 and the related statements of operations, stockholders' deficit and cash flows for 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 audit.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Asteriko Corp. as of June 30, 2016 and 2015 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

September 8, 2016

 

 

 

 

 

 

 

Asteriko Corp.

 

Balance Sheets

As of June 30, 2016 and June 30, 2015

 

ASSETS		June 30, 2016				June 30, 2015
Current Assets
Cash		$	1,380				11,284
Total Current Assets			1,380				11,284
Property and Equipment, Net			2,171				1,334
Total Assets			3,551				12,618
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts Payable			99				279
Related party loans			1,199				1,604
Note payable – Related party			18,000				5,000
Total Liabilities			19,298				6,883
Stockholders’ Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized; 7,080,000 shares issued and outstanding, respectively			7,080				7,080
Additional paid-in capital			20,027				19,120
Accumulated deficit			(42,854	)			(20,465	)
Total Stockholders’ Equity (Deficit)			(15,747	)			5,735
Total Liabilities and Stockholders’ Equity (Deficit)		$	3,551				12,618

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

Asteriko Corp.

 

Statements of Operations

For the Years Ended June 30, 2016 and June 30, 2015

 

		Year ended June 30, 2016				Year ended June 30, 2015
Revenues		$	–				569
Expenses
General and Administrative			1,580				1,504
Imputed Interest Expense			907				400
Professional Fees			19,902				16,536
Total Expense			22,389				18,440
Loss From Operations			(22,389				(17,871
Income Tax Expense			–				–
Net Loss		$	(22,389	)			(17,871	)
Basic and diluted net loss per common share		$	(0.00	)		$	.(0.00	)
Weighted-average number of common shares outstanding			7,080,000				5,860,274

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

Asteriko Corp.

 

Statements Of Cash Flows

For the Years Ended June 30, 2016 and June 30,2015

 

 

		Year ended June 30, 2016				Year ended June 30, 2015
Cash flows from operating activities:
Net loss		$	(22,389	)			(17,871	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			314				130
Imputed Interest Expense			907				400
Changes in operating assets and liabilities:
Accounts Receivable			–				713
Accounts payable			(180	)			(497	)
Advances from shareholders			(405	)			(1,604	)
Net cash used in operating activities			(21,753	)			(18,729	)
Cash flows from investing activities:
Purchase of property and equipment			(1,151	)			(787	)
Net cash used in investing activities			(1,151	)			(787	)
Cash flows from financing activities:
Proceeds from notes payable – related party			13,000				–
Common stock issued for cash			–				20,800
Net cash provided by financing activities			13,000				20,800
Net increase (decrease) in cash			(9,904	)			1,284
Cash, beginning of the period			11,284				10,000
Cash, end of the period		$	1,380				11,284
Supplemental disclosures of cash flow information
Cash paid for:
Interest		$	–			$	–
Income Taxes		$	–			$	–

 

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

Asteriko Corp.

 

Statement of Stockholders Equity

For the Years Ended June 30, 2016 and June 30, 2015  

 

		Common stock
		Number of Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Total Stockholder’s Equity (Deficit )
Balance, June 30, 2014			5,000,000				5,000				0				(2,594	)			2,406
Shares issued for cash			2,080,000				2,080				18,720				–				20,800
Imputed Interest			–				–				400				–				400
Net Loss			–				–				–				(17,871	)		($	17,871	)
Balance, June 30, 2015			7,080,000				7,080				19,120				(20,465	)			5,735
Imputed Interest			–				–				907				–				907
Net Loss			–				–				–				(22,389	)			(22,389	)
Balance, June 30, 2016			7,080,000				7,080				20,027				(42,854	)			(15,747	)

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 
Asteriko Corp.

 

June 30, 2016

Notes to the Financial Statements

 

Note 1 - Organization and Operations

 

Asteriko Corp. (the “Company”) was incorporated on April 17, 2014 under the laws of the State of Nevada. The Company provides customers with unique and innovative solutions for their decorative needs. The company’s initial product is lattice panels designed for suspended ceilings.

 

Note 2 - Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):

 

	(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
	(ii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss (“NOL”) carry – forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

 

 

 

 

Fair Value of Financial Instruments

 

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

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company's financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 
Following table lists assets and liabilities measured and recognized at fair market value as of:

 

Level 1

Level 2

Level 3

Total Realized Loss

Description

$

–

$

–

$

–

$

–

Balance at June 30, 2015

$

–

$

–

$

–

$

–

Description

$

–

$

–

$

–

$

–

Balance at June 30, 2016

$

–

$

–

$

–

$

–

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.  There were no cash equivalents as of June 30, 2016 and June 30, 2015.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation on property, plant and equipment is calculated on the straight-line method after taking into account their respective estimated residual values over the estimated useful lives of the assets as follows:

 

Office equipment	3 years
Tools and equipment	5 years
Other equipment	5 years

 

 

 

 

Maintenance and repair costs are expensed as incurred, whereas significant renewals and betterments are capitalized.

 

Property, Plant and Equipment schedule as of June 30, 2016 and 2015:

 

		2016				2015
Office equipment
Cost		$	688			$	688
Depreciation			(218	)			(115	)
Net			470				573
Tools and equipment
Cost			787				787
Depreciation			(218	)			(26	)
Net			569				761
Other equipment
Cost			1,151				–
Depreciation			(19	)			–
Net			1,132				–
TOTAL		$	2,171			$	1,334

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825 – 10 – 15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

 

 

 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 

The Company did not have any commitments or contingencies as of June 30, 2016 and 2015.

 

Revenue Recognition

 

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

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended June 30, 2016 and June 30, 2015.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

There were no potentially dilutive common shares outstanding for the years ended June 30, 2016 and June 30 2015.

 

 

 

 

 

Recently Issued Accounting Pronouncements

 

There are no recently issued accounting pronouncements published by FASB applicable to Asteriko Corp's operations and reporting.

 

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit at June 30, 2016 of $42,854, a net loss of $22,389 and negative cash used in operating activities of $21,753 for the year ended June 30, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern.

 

Although the Company has recognized some nominal amount of revenues since inception, the Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – Stockholder's Equity

 

Shares Authorized

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of which Seventy-Five Million (75,000,000) shares are Common Stock, par value $0.001 per share.

 

Common Stock – Historical Activities

 

On April 17, 2014, upon formation, the Company sold 5,000,000 shares of common stock to the founder of the Company at $0.001 per share, or $5,000 in cash.

 

As of December 2014 Company issued additional 880,000 shares of common stock for cash for the price of $0.01 per share for the total consideration of $8,800.

 

As of March 2014 Company issued additional 1,200,000 shares of common stock for the price of $0.01 each for the total consideration of $12,000.

 

Common Stock – Current 2016 Reporting Period

 

As of June 30, 2016 there were 7,080,000 total shares issued and outstanding for the total equity value of $25,800.

 

Note 5 – Related Party Transactions

 

Related Parties

 

Related parties with whom the Company had transactions are:

 

Free Office Space

 

The Company has been provided office space by its Chief Executive Officer at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

 

 

 

Advances from Stockholder

 

From time to time, the CEO of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

 

The CEO of the Company advanced $1,199 in aggregate to the Company for the period from April 17, 2014 (inception) through June 30, 2016, none of which has been repaid.

 

Note Payable  - Chief Executive Officer

 

The CEO also provided $18,000 loan to the company. The loan is unsecured, non-interest bearing and due on demand. We recorded imputed interest $907 during the year ended June 30, 2016 and $400 for the year ended June 30, 2015, which was included under Additional Paid in Capital.

 

Issued Shares to Related Parties

 

On April 17, 2014, upon formation, the Company sold 5,000,000 shares of common stock to Ilia Tomski, CEO of the Company at $0.001 per share, or $5,000 in cash.

 

On February 19, 2015, the Company sold 80,000 shares of common stock to Ksenia Tomskaia, Treasurer of the Company at $0.001 per share, or $800 in cash.

 

Note 6 – Income Tax Provision

 

Deferred Tax Assets

 

At June 30, 2016, the Company had net operating loss (“NOL”) carry – forwards for Federal income tax purposes of $42,854 that may be offset against future taxable income through 2035. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company's net deferred tax assets of approximately $14,879 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

 

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased to $14,879 for year ended June 30, 2016.

 

Components of deferred tax assets are as follows:

 

		June 30, 2016				June 30, 2015
Net deferred tax assets – Non-current:
Net operating loss carry forward			(43,761	)			(20,465	)
Expected income tax benefit from NOL carry-forwards		$	14,879				6,958
Less valuation allowance			(14,879				(6,958	)
Deferred tax assets, net of valuation allowance		$	–				–

 
Note 7 – Subsequent Events

 

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed.

 

 

 

 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None

 

Item 9A. Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

 

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30^th, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

 

 

 

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

 

The material weaknesses identified are described below.

 

Procedures for Control Evaluation. Management has not established with appropriate rigor the procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

 

Lack of Audit Committee. To date, the Company has not established an Audit Committee. It is management’s view that such a committee, including a financial expert, is an utmost important entity level control over the financial reporting process.

 

Insufficient Documentation of Review Procedures We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented. The Company has only one individual responsible for the preparation of the financial records.

 

Insufficient Information Technology Procedures. Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

 

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of June 30^th, 2016, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO (2013).

 

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

 

Changes in Internal Control Over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended June 30^th, 2016, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

No report required.

 

 

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Name	Age	Position
Ilia Tomski	46	President, Secretary, Chief Executive Officer and member of the Board of Directors.
Ksenia Tomskaia	46	Treasurer

 

Biographical Information and Background of officer and director

 

Ilia Tomski – President and Director

 

Ilia Tomski has been our President, Secretary, and a member of the Board of Directors since our inception on April 17, 2014.  

 

Throughout his career Mr. Tomski has been involved with design and manufacturing of hi-tech industrial equipment such as high vacuum systems for utilization in particle accelerator applications in general and for Accelerator Mass Spectrometry application in particular. Mr. Tomski has been actively involved in design, manufacturing and operation of ion optical elements such as atmospheric pressure to vacuum sampling interface, ion guides, ion collision cells that are vital components of commercial mass spectrometers for bio-medical applications. Mr. Tomski has also been involved in design and manufacturing of cryogenic systems for commercial superconducting gravity gradiometer this also includes design and manufacturing of superconducting electrical circuits and gradiometer sensor components.  

 

Mr. Tomski currently he oversees design and manufacturing of superconducting gravity gradiometer sensor at the start-up company targeting major land exploration and natural resources surveying.

 

International Experience:

 

2008-present.  Senior research scientist in Gedex Technologies Inc., Mississauga, Ontario, Canada. Mr. Tomski is in charge of development and implementation of superconducting gravity gradiometer for use by major mining companies for enhanced land surveying.

 

2007-2008.      Research scientist with the University Of Maryland, Department Of Physics, Gravitation Laboratory, Maryland, USA

 

2003-2007.      Research scientist and Industrial Post Doctoral Fellow in Ionics Mass Spectrometry Group Inc., Concord, Ontario, Canada. Ionics Mass Spectrometry Group Inc. was the start-up company developing performance enhancement equipment upgrades to extend existing commercial mass-spectrometer lifetime for major pharmaceutical companies around the world.

 

2003-2005.     Mr. Tomski was recipient of NSERC Industrial Fellowship. He is author and co-author of a number of industrial patents. Author and co-author of several scientific publications in internationally renowned journals. Member of American Society for Mass Spectrometry (ASMS).

 

2002-2003.     Research scientist position in R&D department of Analytica of Branford Inc., Branford, Connecticut, USA. Analytica of Branford Inc. is high-tech industrial company developing analytical tools for major pharmaceutical and bio-medical companies.

 

In 2002 Mr. Tomski obtained his Ph.D. in Physics from the University of Toronto.

 

Mr. Tomski's schedule currently allows him to spend up to fifteen hours a week on the operations of our company. He is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company's operations.

 

The specific experience, qualifications, attributes, and skills in design and project management led to the appointment of Mr. Tomski as our President and Director.

 

Ksenia Tomskaia - Treasurer

 

Ksenia Tomskaia has been our Treasurer since inception date of April 17, 2014.  

 

Ms. Tomskaia's schedule currently allows her to spend up to five hours a week on company's operations. She indicates willingness to devote more of her business time as our business grows and her services are needed.

 

 

 

 

 

Education and Qualifications:

 

Software Programming Diploma, PrimeTech Institute, Toronto, Canada, 1998

 

BMO Financial Business Analysis Professional Accreditation Program, Toronto, Canada 2011

 

Professional Career Highlights:

 

2005-present

 

Senior Business Analyst, BMO Financial Group, Toronto Canada

 

1999-2005

 

Programmer Analyst and Quality Assurance Analyst, Canada Life Assurance Company, Toronto, Canada

 

During the past ten years, Mr. Tomski & Ms. Tomskaia have not been the subject of any the following events:

 

1. Any bankruptcy petition filed by or against any business of which either were 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 either Mr. Tomski or Ms. Tomskaia involvement in any type of business, securities or banking activities.

 

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

 

Audit committee

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

Significant employees

 

We have no employees other than our sole director, Ilia Tomski and our Treasurer, Ksenia Tomskaia; each of them currently devotes approximately 7 hours per week to company matters. We intend to hire employees on an as needed basis.

 

Item 11. Executive Compensation.

 

Name and Principal Position	Year	Salary (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Non-Equity Incentive Plan Compensation (US$)	Nonqualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
Ilia Tomski (President)	2015	0	0	0	0	0	0	0	0
Ilia Tomski (President)	2016	0	0	0	0	0	0	0	0
Ksenia Tomskaia (Treasurer)	2015	0	0	0	0	0	0	0	0
Ksenia Tomskaia (Treasurer)	2016	0	0	0	0	0	0	0	0

 

 

 

 

 

 

Change of control

 

As of June 30, 2016, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table provides certain information regarding the ownership of our common stock, as of June 30, 2016 and as of September 8, 2016 by:

 

•	Each of our executive officers;

•	Each director;

•	Each person known to us to own more than 5% of our outstanding common stock; and

•	All of our executive officers and directors and as a group.

 

Title of Class		Name of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage
Common Stock		Ilia Tomski (President and Director)		5,000,000 shares of common stock			70.6%
		Ksenia Tomskaia (Treasurer)		80,000 shares of common stock			1.1%

 

The percent of class is based on 7,080,000 shares of common stock issued and outstanding as of September 8, 2016.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

During the year ended June 30, 2016, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded $120,000.

 

Item 14. Principal Accounting Fees and Services.

 

During fiscal year ended June 30, 2016, we incurred $7,350 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements. Audit fees incurred during the fiscal year ended June 30, 2015 were $4,050.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following exhibits are filed as part of this Annual Report.

 

31.1		Certification of Chief Executive Officer Certification Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
31.2		Certification of Chief Financial Officer Certification Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
32.1		Certification of Chief Executive Officer Pursuant Section 906 of the Sarbanes-Oxley Act
32.2		Certification of Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act
101 INS		XBRL Instance Document*
101 SCH		XBRL Schema Document *
101 CAL		XBRL Calculation Linkbase Document *
101 LAB		XBRL Labels Linkbase Document *
101 PRE		XBRL Presentation Linkbase Document *
101 DEF		XBRL Definition Linkbase Document *

___________________

* Previously filed

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)	ASTERIKO CORP.
By:	/s/ Somporn Phatchan, CEO
	/s/ Eng Wah Kung, CFO
Date:	March 23rd, 2017