Attached files
file | filename |
---|---|
EX-23.1 - EXHIBIT 23.1 - Rich Pharmaceuticals, Inc. | ex23_1.htm |
NEVADA
|
3430
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
SIC Code Number)
|
Tian
Bei W. Rd.
Yung Guang Tian Di Ming
Xing
Ge, Unit 1503, Shenzhen,
China
|
Nevada
Agency and Trust Company
50 West Liberty St,
Suite 880
Reno, NV 89501
|
(Address
and telephone number of principal executive offices)
|
(Name
and address of agent for service)
|
TBA
|
|
Approximate
date of commencement of proposed sale to public:
As
soon as practicable after the effective date of this Registration Statement.
|
(IRS
Employer Identification Number)
|
Large
accelerated
filer
|__|
|
Accelerated
filer |__|
|
Non-accelerated
filer |__|
(Do
not check if a smaller reporting company)
|
Smaller
reporting company |X|
|
CALCULATION OF REGISTRATION FEE | ||||
TITLE
OF EACH
CLASS
OF SECURITIES
TO
BE
REGISTERED
|
AMOUNT
TO BE
REGISTERED
|
PROPOSED
MAXIMUM
PRICE
SHARE
(1)
|
PROPOSED
MAXIMUM AGGREGATE OFFERING
PRICE
(2)
|
AMOUNT
OF REGISTRATION
FEE(3)
|
Common
Stock
|
720,000
shares
|
$0.03
|
$21,600
|
$2.50
|
(1)
|
This
price was arbitrarily determined by Nepia, Inc.
|
(2)
(3)
|
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.
Already
Paid.
|
Offering
Price
|
Underwriting
Discounts and
Commissions
|
Proceeds
to Selling Shareholders
|
|
Per
Share
|
$0.03
|
None
|
$0.03
|
Total
|
$21,600
|
None
|
$40,500
|
44
|
Our principal executive offices are located at Tian Bei W. Rd., Yung Guang Tian Di Ming Xing Ge, Unit 1503, Shenzhen, China. Our fiscal year end is March 31.
Securities
Being
Offered
|
Up
to 720,000 shares of our common stock.
|
Offering
Price
|
The
offering price of the common stock is $0.03 per share.
|
Minimum
Number of Shares
To
Be Sold in This Offering
|
None
|
Securities
Issued and
to be Issued
|
2,625,000
shares
of
our
common
stock
are
issued
and
outstanding
as
of
the
date
of
this
prospectus.
Our
President
and
Director,
Li
Deng
Ke,
and
Director,
Xiong
Chao
Jun,
own
an
aggregate
of
48%
of
the
common
shares
of
our
company
and
therefore
have
substantial
control. All
of
the
common
stock
to
be
sold
under
this
prospectus
will
be
sold
by
existing
shareholders. There
will
be
no
increase
in
our
issued
and
outstanding
shares
as
a
result
of
this
offering.
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock by the selling shareholders.
|
Summary
Financial
Information
|
|||||||||||||
Balance
Sheet
Data
|
March
31,
2011
|
September
30,
2011
|
|||||||||||
Cash
|
$ | 29,811 | $ | 29,811 | |||||||||
Total
Assets
|
$ | 33,811 | $ | 31,311 | |||||||||
Liabilities
|
$ | 0 | $ | 0 | |||||||||
Total
Stockholders’
Equity
|
$ | 33,811 | |||||||||||
Statement
of
Operations
|
Period
from
August
9,
2010
(Inception)
to
March
31,
2011
|
For
the
Three
Months
Ended
September
30,
2011
|
For
the Six Months
Ended
September 30, 2011
|
Period
from
August
9, 2010
(Inception)
to
September
30, 2011
|
|||||||||
Revenue
|
$ | 0 | $ | 0 | $0
|
$ | 0 | ||||||
Loss
for the Period
|
$ | 18,689 | $ | 1,500 |
$2,500
|
$ | 21,189 |
§
|
Commercializing
our small boilers depends on a number of factors, including but not limited to:
|
§
|
further
product and manufacturing process development;
|
§
|
completion,
refinement and management of our supply chain;
|
§
|
completion,
refinement, and management of our distribution channels;
|
§
|
demonstration
of efficiencies that will make our products attractively priced; and
|
§
|
development
of an adequate sales force and sales channels necessary to distribute our products and achieve our desired revenue goals.
|
§
|
the
cost, performance and reliability of our products and products offered by our competitors;
|
§
|
public
perceptions regarding our form of energy and the effectiveness and value of digital small boilers;
|
§
|
customer
satisfaction with our product; and
|
§
|
marketing
efforts and publicity regarding the needs for our product and the public demand for our product.
|
§
|
Lower
than projected revenues;
|
§
|
Price
reductions and lower profit margins;
|
§
|
The
inability to develop and maintain our products with features and usability sought by potential customers.
|
Although we have not commenced offering our products to consumers, we may rely on foreign third-party development, testing, and distribution operations. Foreign operations subject us to a number of risks associated with conducting business outside of the United States, including the following:
§
|
Unexpected
changes in, or impositions of, legislative or regulatory requirements;
|
§
|
Delays
resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and
restrictions;
|
§
|
Imposition
of additional taxes and penalties;
|
§
|
The
burdens of complying with a variety of foreign laws; and
|
§
|
Other
factors beyond our control, including acts of terrorism, which may delay the shipment of our products, impair our ability
to travel or our ability to communicate with foreign locations.
|
In addition, the laws of certain foreign countries in which our products are or may be sold may not protect our products or intellectual property rights to the same extent as the laws of the United States. This increases the possibility of piracy of our technology and products.
§
|
the
amount of government involvement;
|
§
|
the
level of development;
|
§
|
the
growth rate;
|
§
|
the
control of foreign exchange; and
|
§
|
the
allocation of resources.
|
Because our funds may be held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business.
1.
|
the
number of shares owned by each prior to this offering;
|
2.
|
the
total number of shares that are to be offered by each;
|
3.
|
the
total number of shares that will be owned by each upon completion of the offering;
|
4.
|
the
percentage owned by each upon completion of the offering; and
|
5.
|
the
identity of the beneficial holder of any entity that owns the shares.
|
Name
of
Selling
Shareholder
|
Shares
Owned
Prior
to
This
Offering
|
Total
Number
of
Shares
to
be
Offered
for
Selling
Shareholder
Account
|
Total
Shares
to
be
Owned
Upon
Completion
of
this
Offering
|
Percent
Owned
Upon
Completion
of
this
Offering
|
Li
Jiang Bing
|
37,500
|
20,000
|
17,500
|
.66%
|
Wang
Zhi Bing
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Yan Chun
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Cheng Fa
|
37,500
|
20,000
|
17,500
|
.66%
|
Tang
Xiao Feng
|
37,500
|
20,000
|
17,500
|
.66%
|
Li
Hao
|
37,500
|
20,000
|
17,500
|
.66%
|
Wang
Xiao Hong
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Huan
|
37,500
|
20,000
|
17,500
|
.66%
|
Yao
Ming Huan
|
37,500
|
20,000
|
17,500
|
.66%
|
Ou
Xin Hui
|
37,500
|
20,000
|
17,500
|
.66%
|
Huang
Jie
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Qi Jin
|
37,500
|
20,000
|
17,500
|
.66%
|
Zeng
Xiu Juan
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Qing Kang
|
37,500
|
20,000
|
17,500
|
.66%
|
Wu
Fei Lai
|
37,500
|
20,000
|
17,500
|
.66%
|
Wei
Tian Liu
|
37,500
|
20,000
|
17,500
|
.66%
|
Wu
Min
|
37,500
|
20,000
|
17,500
|
.66%
|
Zhang
Han Ming
|
37,500
|
20,000
|
17,500
|
.66%
|
Guo
Shi Nian
|
37,500
|
20,000
|
17,500
|
.66%
|
Liu
Hong Ping
|
37,500
|
20,000
|
17,500
|
.66%
|
Zhao
Zhong Ping
|
37,500
|
20,000
|
17,500
|
.66%
|
Ji
Xin Rong
|
37,500
|
20,000
|
17,500
|
.66%
|
Huang
Zheng Sheng
|
37,500
|
20,000
|
17,500
|
.66%
|
Wu
Xue Wang
|
37,500
|
20,000
|
17,500
|
.66%
|
Li
Wen
|
37,500
|
20,000
|
17,500
|
.66%
|
Li
Yue Xi
|
37,500
|
20,000
|
17,500
|
.66%
|
Zhou
Yan Xia
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Dai
Xian
|
37,500
|
20,000
|
17,500
|
.66%
|
Chen
Jin Xiong
|
37,500
|
20,000
|
17,500
|
.66%
|
Li
De Yao
|
37,500
|
20,000
|
17,500
|
.66%
|
Ma
Yao
|
37,500
|
20,000
|
17,500
|
.66%
|
Li
Quan Ying
|
37,500
|
20,000
|
17,500
|
.66%
|
He
Zi Ying
|
37,500
|
20,000
|
17,500
|
.66%
|
Song
Xiao Ying
|
37,500
|
20,000
|
17,500
|
.66%
|
Liu
Mu Zhi
|
37,500
|
20,000
|
17,500
|
.66%
|
Feng
Zhong
|
37,500
|
20,000
|
17,500
|
.66%
|
1.
|
on
such public markets or exchanges as the common stock may from time to time
be trading;
|
2.
|
in
privately negotiated transactions;
|
3.
|
through
the writing of options on the common stock;
|
4.
|
in
short sales, or;
|
5.
|
in
any combination of these methods of distribution.
|
1.
|
not
engage in any stabilization activities in connection with our common stock;
|
2.
|
furnish
each broker or dealer through which common stock may be offered, such copies
of this prospectus, as amended from time to time, as may be required
by such broker or dealer; and;
|
3.
|
not
bid for or purchase any of our securities or attempt to induce any person to
purchase any of our securities other than as permitted under the Securities
Exchange Act.
|
Name
|
Age
|
Position
Held with the Company
|
Li
Deng Ke
Tian
Bei W. Rd.
Yung
Guang Tian Di Ming Xing
Ge,
Unit 1503, Shenzhen, China
|
26
|
President,
Chief Executive Officer, Principal Executive
Officer, Chief Financial Officer, Principal
Financial Officer, Principal Accounting
Officer, and Director
|
Xiong
Chao Jun
Tian
Bei W. Rd.
Yung
Guang Tian Di Ming Xing
Ge,
Unit 1503, Shenzhen, China
|
37
|
Director
|
Name
and
Address
of
Beneficial
Owners
of
Common
Stock
|
Title
of Class
|
Amount
and Nature
of Beneficial
Ownership1
|
%
of Common
Stock2
|
Li
Deng Ke
Tian
Bei W. Rd.
Yung
Guang Tian Di Ming Xing
Ge,
Unit 1503, Shenzhen, China
|
Common
Stock
|
637,500
Shares
|
24%
|
Xiong
Chao Jun
Tian
Bei W. Rd.
Yung
Guang Tian Di Ming Xing
Ge,
Unit 1503, Shenzhen, China
|
Common
Stock
|
637,500
Shares
|
24%
|
DIRECTORS
AND OFFICERS –
TOTAL
|
1,2750,000
Shares
|
48%
|
|
5%
SHAREHOLDERS
|
|||
None
|
Common
Stock
|
None
|
None
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose of, or to direct
the disposition of, a security). In addition, for purposes of
this table, a person is deemed, as of any date, to have "beneficial ownership"
of any security that such person has the right to acquire within 60 days
after such date.
|
2.
|
The
percentage shown is based on denominator of 2,625,000 shares of common stock
issued and outstanding for the company as of January 3, 2012 .
|
1.
|
The
number of shares constituting that series and the distinctive designation
of that series, which may be by distinguishing number, letter or title;
|
2.
|
The
dividend rate on the shares of that series, whether dividends will be cumulative,
and if so, from which date(s), and the relative rights of priority, if any,
of payment of dividends on shares of that series;
|
3.
|
Whether
that series will have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
|
4.
|
Whether
that series will have conversion privileges, and, if so, the terms and conditions
of such conversion, including provision for adjustment of the conversion
rate in such events as the Board of Directors determines;
|
5.
|
Whether
or not the shares of that series will be redeemable, and, if so, the terms
and conditions of such redemption, including the date or date upon or after
which they are redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different redemption
dates;
|
6.
|
Whether
that series will have a sinking fund for the redemption or purchase of shares
of that series, and, if so, the terms and amount of such sinking fund;
|
7.
|
The
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the corporation, and the relative
rights of priority, if any, of payment of shares of that series;
|
8.
|
Any
other relative rights, preferences and limitations of that series
|
·
|
those
that accept shredded, loose straw
|
·
|
burners
that use sifted straw products such as pellets, briquettes or cubes and straw
logs
|
·
|
square
bale burners
|
·
|
round
bale burners.
|
Fuel
|
LHV
|
|
BTU/lb
|
MJ/kg
|
|
Propane
|
19940
|
46.37
|
#1
Fuel Oil
|
15910
|
37.00
|
Flax
straw (dry)
|
8587
|
19.97
|
Wheat
straw (dry)
|
7680
|
17.86
|
Flax
straw (20% m.c.)
|
6635
|
15.43
|
Coal
(lignite)
|
6583
|
15.31
|
Wood
(15% m.c.)
|
6450
|
15.00
|
Wheat
straw (20% m.c.)
|
5908
|
13.74
|
·
|
Linhai
Shengtian Wash Machinery Co., Ltd (“Linhai”) has been manufacturing
boilers for home heating in China since 1992. They have nearly 200 employees,
and a manufacturing plant over 8,200 square feet in size. They manufacture
and supply a wide variety of boilers to wholesale and retail customers both
in China and internationally.
|
·
|
Zhengzhou
Brother Furnace Co., Ltd has been developing and manufacturing solutions
to heating problems in China for 15 years. Using cutting edge technology,
they supply boilers, furnaces, and other heating solutions to a wide variety
of customers. While they produce a number of electric and oil based boilers,
they do not currently have any straw burning boilers in their product line.
Nor do they have any products directed specifically at rural farmers.
|
·
|
Guangzhou
Devotion Thermal Facility Co., Ltd, a core member of Devotion group, also
manufactures boilers in China. It is located in economic & technological
development district of Guangzhou China. It is a national high-tech enterprise
and stock company listed in the Singapore Stock Market (stock code 1523).
Covering a manufacturing facility of 50,000 square meters, Guangzhou Devotion
boasts a work force of 500 employees, including 100 engineers and technicians. They
produce Gas/oil-fired Hot-water Boilers, Gas/oil-fired Thermal Oil Heaters,
Gas/oil-fired Steam Boiler, Electric Hot-water/Steam Boiler, Coal-fired Steam/Hot
Water Boilers, and Wall-Mounted Boilers for customers throughout China and
Southeast Asia.
|
·
|
Attending
national and regional home improvement, home construction, and farming promotional
events and conferences. There are events and conferences managed
by regional and central institutions and organizations to promote advanced
home improvement. We plan to attend a number of events attended
by home improvement merchants, home builders, and farm equipment suppliers
in order to further expose our product. These events will include
home improvement and farming products trade meetings and promotional events
that are attended by home improvement and farming related wholesalers and
retailers and related seminars and conferences.
|
·
|
Developing
direct marketing programs to attract retailers. In addition to
attending the foregoing conferences and seminars, we intend to market directly
to retailers. Our marketing will include conducting seminars and
the use of online and traditional advertising media such as newspapers and
trade publications.
|
·
|
Promoting
to the public through internet-based and traditional media advertising. We
intend to use internet-based and traditional media to promote our product
directly to the public to raise public awareness of our product. We also
intend to eventually send salesmen into farming communities in China to give
demonstrations and sell products in rural areas.
|
§
|
Travel
and Related expenses, which will consist primarily of our executive officers
and directors visiting farm and home equipment resellers, homebuilders, and
other contractors in their sales efforts. We estimate travel and related
expenses for the next twelve months will be approximately $4,000;
|
§
|
Initial
Marketing, which will consist of the marketing efforts discussed above, including
direct marketing and attendance at trade shows. We estimate initial marketing
expenses for the next twelve months will be approximately $6,000;
|
§
|
Research
and Development costs consist of developing and testing our product and determining
the best combination of materials and suppliers for production. We estimate
that research and development costs for the next twelve months will be approximately
$10,000.
|
We generated no revenue for the period from August 9, 2010 (Date of Inception) until September 30 , 2011. We had operating expenses of $1,500 for the three months ended September 30, 2011, $2,500 for the six months ended September 30, 2011 , and operating expenses of $21,189 from August 9, 2010 (Date of Inception) until September 30, 2011. Our operating expenses consisting entirely of organizational expenses and professional fees. We, therefore, recorded a net loss of $1,500 for the three month ended September 30, 2011, $2,500 for the six months ended September 30, 2011 , and $21,189 for the period from August 9, 2010 (Date of Inception) until September 30, 2011.
As of September 30, 2011, we had total current assets of $31,311 , consisting of Cash in the amount of $29,811 and Prepaid Expenses in the amount of $1,500 . We had no current liabilities as of September 30, 2011. Thus, we have working capital of $31,311 as of September 30, 2011.
Operating activities used $22,689 in cash for the period from August 9, 2010 (Date of Inception) until September 30, 2011. Our net loss of $21,189 and Prepaid Expenses of $1,500 was the result of our negative operating cash flow. Financing Activities during the period from August 9, 2010 (Date of Inception) until September 30, 2011 generated $52,500 in cash during the period.
As demonstrated above, we expect to spend approximately $20,000 to implement our business plan over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000. As of September 30, 2011, we had $29,811 in cash.
·
|
Any
of our directors or officers;
|
·
|
Any
person proposed as a nominee for election as a director;
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares of common
stock;
|
·
|
Any
of our promoters;
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same house
address as such person.
|
Rule 144
All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act, and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Pursuant to Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a shell company and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As such, all restricted securities may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a “shell company”; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.
1.
|
we
would not be able to pay our debts as they become due in the usual course
of business, or;
|
2.
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
|
SUMMARY 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
($)
|
Li
Deng Ke, President, Chief
Executive Officer, Principal
Executive Officer,
Chief
Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director
|
2011
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
OUTSTANDING
EQUITY
AWARDS
AT
FISCAL
YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Li
Deng Ke
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
F-1 | Balance Sheet as of September 30, 2011 and March 31, 2011; |
F-2 | |
F-3 | |
F-4 | |
F-5 | Notes to Financial Statements. |
F-8
|
|
F-9
|
|
F-10
|
|
F-11
|
|
F-12
|
|
F-13
|
September
30, 2011 | March
31, 2011 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and equivalents | $ | 29,811 | $ | 29,811 | ||||
Prepaid expenses | 1,500 | 4,000 | ||||||
TOTAL ASSETS | $ | 31,311 | $ | 33,811 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | $ | -0- | $ | -0- | ||||
Stockholders’ Equity | ||||||||
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,625,000 shares issued and outstanding | 2,625 | 2,625 | ||||||
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding | -0- | -0- | ||||||
Additional paid-in capital | 49,875 | 49,875 | ||||||
Deficit accumulated during the development stage | (21,189 | ) | (18,689 | ) | ||||
Total stockholders’ equity | 31,311 | 33,811 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 31,311 | $ | 33,811 |
Period from | ||||||||||||
August 9, 2010 | ||||||||||||
(Inception) to | ||||||||||||
Three months ended | Six months ended | September | ||||||||||
September 30, 2011 | September 30, 2011 | 30, 2011 | ||||||||||
Revenues | $ | -0- | $ | -0- | $ | -0- | ||||||
Operating Expenses : | -0- | -0- | ||||||||||
Organization costs | -0- | -0- | 320 | |||||||||
Professional fees | 1,500 | 2,500 | 20,869 | |||||||||
Total Operating Expenses | 1,500 | 2,500 | 21,189 | |||||||||
Operating Loss | (1,500 | ) | (2,500 | ) | (21,189 | ) | ||||||
Provision for Income Taxes | -0- | -0- | -0- | |||||||||
Net Loss | $ | (1,500 | ) | $ | (2,500 | ) | $ | (21,189 | ) | |||
Net loss per share: | ||||||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Weighted average shares outstanding: | ||||||||||||
Basic and diluted | 2,625,000 | 2,625,000 |
Common stock
|
Additional
paid-in
|
Deficit
accumulated
during the
development
|
||||||||||||
Shares | Amount | capital | stage | Total | ||||||||||
Issuance
of common stock for
cash @$.02
|
2,625,000 | $ | 2,625 | $ | 49,875 | $ | - | $ | 52,500 | |||||
Net
loss
for
the
period
|
- | - | - | (18,689 | ) | (18,689) | ||||||||
Balance,
March 31, 2011
|
2,625,000 | 2,625 | 49,875 | (18,689 | ) | 33,811 | ||||||||
Net
loss
for
the
period
|
- | - | - | (2,500 | ) | (2,500) | ||||||||
Balance,
September
30,
2011
|
2,625,000 | $ | 2,625 | $ | 49,875 | $ | (21,189 | ) | $ | 31,311 |
Six
months ended
September 30, 2011 |
Period
From
August 9, 2010 |
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||
Net
loss
|
$ | (2,500 | ) | $ | (21,189) |
Change
in non-cash
working capital
items (Increase)
decrease in
prepaid expenses
|
2,500 | (1,500) | |||
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
-0- | (22,689) | |||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||
Proceeds
from
sales
of
common
stock
|
-0- | 52,500 | |||
NET
INCREASE IN CASH
|
-0- | 29,811 | |||
Cash,
beginning
of
period
|
29,811 | -0- | |||
Cash,
end
of
period
|
$ | 29,811 | $ | 29,811 | |
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|||||
Interest
paid
|
$ | -0- | $ | -0- | |
Income
taxes
paid
|
$ | -0- | $ | -0- |
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Nepia, Inc. (“Nepia” and the “Company”) is a development stage company and was incorporated in Nevada on August 9, 2010. The Company plans to develop, manufacture, and sell small boilers aimed at farmers primarily in Southeast Asia.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
Cash and Cash Equivalents
Nepia considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2011 the Company had $29,811 of unrestricted cash that was being held in an escrow account by its outside attorneys, to be used for future business operations.
Fair Value of Financial Instruments
Nepia’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
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.
Basic loss per share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basis of Presentation
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. We believe that the disclosures are adequate to make the financial information presented not misleading. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the period ended March 31, 2011. All adjustments were of a normal recurring nature unless otherwise disclosed. In the opinion of management, all adjustments necessary for a fair statement of the financial position results of operations for the interim period have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
Recent Accounting Pronouncements
Nepia does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – PREPAID EXPENSES
Prepaid expenses of $1,500 at September 30, 2011 consisted of an advance retainer paid to the firms outside independent auditors for services to be rendered for periods after the Company’s year-end.
NOTE 3 – INCOME TAXES
For the period ended September 30, 2011, Nepia has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $21,000 at September 30, 2011, and will expire in the year 2030.
It is the Company’s policy to classify interest and penalties on income taxes as interest expense and penalties expense. As of September 30, 2011, there have been no interest or penalties incurred on income taxes.
NOTE 3 – INCOME TAXES (continued)
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
2011 | ||||
Deferred tax asset attributable to: | ||||
Net operating loss carryover | $ | 7,000 | ||
Valuation allowance | (7,000 | ) | ||
Net deferred tax asset | $ | — |
NOTE 4 – LIQUIDITY AND GOING CONCERN
Nepia has limited working capital and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Nepia to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
Nepia neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 6 – SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to September 30, 2011 through November 21, 2011, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
ASSETS
|
||
Current
Assets
|
||
Cash
and equivalents
|
$ | 29,811 |
Prepaid
expenses
|
4,000 | |
TOTAL
ASSETS
|
$ | 33,811 |
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
Current
Liabilities
|
$ | -0- |
Stockholders’
Equity
|
||
Common
Stock, $.001 par value, 90,000,000 shares authorized, 2,625,000 shares issued
and outstanding
|
2,625 | |
Preferred
Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding
|
-0- | |
Additional
paid-in capital
|
49,875 | |
Deficit
accumulated during the development stage
|
(18,689) | |
Total
stockholders’ equity
|
33,811 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 33,811 |
Period
from
August 9, 2010 |
||
Revenues
|
$ | -0- |
Operating
Expenses :
|
||
Organization
costs
|
320 | |
Professional
fees
|
18,369 | |
Total
Operating Expenses
|
18,689 | |
Operating
Loss
|
(18,689) | |
Provision
for Income Taxes
|
-0- | |
Net
Loss
|
$ | (18,689) |
Net
loss per share:
|
||
Basic
and diluted
|
$ | (0.01) |
Weighted average
shares outstanding:
|
||
Basic
and diluted
|
2,625,000 |
Common
stock
|
Additional
paid-in
|
Deficit
accumulated
during the development
|
||||||||||||
Shares
|
Amount
|
capital
|
stage
|
Total
|
||||||||||
Issuance
of common stock for cash @$.02
|
2,625,000 | $ | 2,625 | $ | 49,875 | $ | - | $ | 52,500 | |||||
Net
loss for the period
|
- | - | - | (18,689) | (18,689) | |||||||||
Balance,
March 31, 2011
|
2,625,000 | $ | 2,625 | $ | 49,875 | $ | (18,689) | $ | 33,811 |
Period
From
August 9, 2010 |
||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||
Net
loss
|
$ | (18,689) |
Change in non-cash working capital items | ||
Increase in prepaid expenses
|
( 4,000) | |
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
(22,689) | |
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||
Proceeds
from sales of common stock
|
52,500 | |
NET
INCREASE IN CASH
|
29,811 | |
Cash,
beginning of period
|
-0- | |
Cash,
end of period
|
$ | 29,811 |
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||
Interest
paid
|
$ | -0- |
Income
taxes paid
|
$ | -0- |
2010
|
||
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$ | 6,355 |
Valuation
allowance
|
(6,355) | |
Net
deferred tax asset
|
$ | - |
Securities
and
Exchange
Commission
registration
fee
|
$ | 3 |
Federal
Taxes
|
$ | 0 |
State
Taxes and Fees
|
$ | 0 |
Listing
Fees
|
$ | 0 |
Printing
and Engraving Fees
|
$ | 1,000 |
Transfer
Agent Fees
|
$ | 1,000 |
Accounting
fees and expenses
|
$ | 15,000 |
Legal
fees and expenses
|
$ | 10,000 |
Total
|
$ | 27,003 |
1.
|
a
willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has
a material conflict of interest;
|
2.
|
a
violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful);
|
3.
|
a
transaction from which the director derived an improper personal profit; and
|
4.
|
willful
misconduct.
|
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
1.
|
such
indemnification is expressly required to be made by law;
|
2.
|
the
proceeding was authorized by our Board of Directors;
|
3.
|
such
indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;
|
4.
|
such
indemnification is required to be made pursuant to the bylaws.
|
Exhibit
Number
|
Description
|
3.1
|
Articles
of Incorporation (1)
|
3.2
|
By-Laws
(1)
|
5.1
|
Opinion
of David Jennings, Esq., with consent to use (1)
|
23.1
|
|
24.1
|
Power
of Attorney (see attached signature page)
|
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.