UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sasani Films Corp.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
7812
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(Primary Standard Industrial Classification Code Number)
46-0771551.
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(I.R.S. Employer Identification Number)
HAMID KAYANI
153 West 27th Street, Suite 507 ,New York, NY 10001
917-628-4828
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
As soon as practicable after the effective date of this registration statement
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(Approximate date of commencement of proposed sale to the public)
This is the initial public offering of the Company's common stock.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum offering Price Per Unit(1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (2) |
Common Stock by Company1 |
500,000 |
$0.10 |
$50,000 |
$5.73 |
(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).
(3) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
250,000 shares sold and the gross proceeds will be $25,000.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
PROSPECTUS
Sasani Films Corp.
500,000 SHARES OF COMMON STOCK
$0.10 PER SHARE
This registration statement constitutes the initial public offering of Sasani
Films Corp. ("the Company", "us", or "Sasani") common stock. Sasani is registering
500,000 shares of common stock at an offering price of $0.10 per share for a
total amount of $50,000. The Company will sell the securities in $50
increments. There are no underwritings or broker dealers involved with the
offering.
The Company's sole officer and director, Mr. Hamid Kayani, will be responsible
to market and sell these securities. The Company will offer the securities on a
best efforts basis and there will be no minimum amount required to close the
transaction.
Currently, Mr. Kayani owns 100% of the Company's common stock. After the offering,
Mr. Kayani will retain a sufficient number of shares to continue to control the
operations of the Company.
The offering will conclude at the earlier of (1) when all 500,000 shares of
common stock have been sold or (2) 90 days after the registration statement is
declared effective. If all the shares are not sold, there is the possibility
that the amount raised may be minimal and might not even cover the costs of the
offering which the Company estimates at $5,000.
The offering price of $0.10 per share may not reflect the market price of the
shares after the offering.
The proceeds from the sale of the securities will be placed directly into the
Company's account and there will not be an escrow account. Since there is no
escrow account, any investor who purchases shares will have no assurance that
any monies besides themselves will be subscribed to the prospectus. All proceeds
from the sale of the securities are non-refundable, except as may be required by
applicable laws. The Company will pay all expenses incurred in this offering.
There has been no public trading market for the common stock of Sasani.
The Company is not a blank check company and we have no plans or intentions to
be acquired or merge with an operating company. We also have no plans to change
our management nor enter into change of control or similar transaction. Mr.
Hamid Kayani, our sole officer and director, has no plans to enter into a change
of control or similar transaction or to change management. Also, no one from our
management has been previously involved in the management or ownership of a
development stage company that has not implemented fully its business plan,
engaged in a change of control or similar transaction, or has generated no or
minimal revenues to date.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
The date of this prospectus is January 23, 2013
TABLE OF CONTENTS
Page No.
Part I
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SUMMARY OF OUR OFFERING |
3 |
SUMMARY OF FINANCIAL DATA |
5 |
DESCRIPTION OF PROPERTY |
5 |
RISK FACTORS |
5 |
USE OF PROCEEDS |
15 |
DETERMINATION OF OFFERING PRICE |
16 |
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES |
16 |
THE OFFERING BY THE COMPANY |
16 |
PLAN OF DISTRIBUTION |
17 |
LEGAL PROCEEDINGS |
19 |
BUSINESS |
19 |
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION |
25 |
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL |
25 |
CODE OF BUSINESS CONDUCT AND ETHICS |
29 |
BACKGROUND OF OFFICERS AND DIRECTORS |
30 |
EXECUTIVE COMPENSATION |
32 |
PRINCIPAL STOCKHOLDERS |
32 |
DESCRIPTION OF SECURITIES |
33 |
REPORTING |
33 |
STOCK TRANSFER AGENT |
34 |
STOCK OPTION PLAN |
34 |
LITIGATION |
34 |
LEGAL MATTERS |
34 |
EXPERTS |
34 |
FINANCIAL STATEMENTS |
F-1 |
Part II
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ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
II-1 |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS |
II-1 |
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES |
II-2 |
ITEM 16. EXHIBITS |
II-2 |
ITEM 17. UNDERTAKINGS |
II-3 |
SIGNATURES |
II-5 |
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
2
SUMMARY OF OUR OFFERING
Sasani Films Corp. has 1,000,000 shares of common stock issued and outstanding and is registering an additional 500,000 shares of common stock for offering to the public. The company may endeavor to sell all 500,000 shares of common stock after this registration becomes effective. The price at which the company offers these shares is fixed at $0.10 per share for the duration of theoffering. There is no arrangement to address the possible effect of the offering on the price of the stock. Sasani will receive all proceeds from the sale of the common stock.
500,000 shares of common stock are offered by the company.
Offering price per share by the The price the company sells the shares
company of common stock is set at $0.10.
Sale amounts The Company will sell the securities in
$50 increments.
Number of shares outstanding before 5,000,000 common shares are currently
the offering of common shares issued and outstanding.
Number of shares outstanding after 1,500,000 common shares will be issued
the offering of common shares and outstanding after this offering is
completed if all shares are sold. If the
offering is not fully subscribed, less
than 1,500,000 will be outstanding
after the offering. For example, if the
Company sells 50% of the total offering,
the Company will sell 250,000 shares
and there will be 1.25 million shares
outstanding after the offering under
these circumstances.
The minimum number of shares to be
sold in this offering None.
Market for the common shares There is no public market for the common
shares. The shares are being offered at
$0.10 per share. Sasani may not be
able to meet the requirement for a
public listing or quotation of its
common stock. Further, even if Sasani
common stock is quoted or granted
listing, a market for the common shares
may not develop. If a market develops,
the price of the shares in the market
may not be greater than or equal to the
price in this offering.
Use of proceeds The Company intends to use the proceeds
this offering to develop and complete
the business and marketing plan, and for
other general corporate and working
capital purposes. The expenses of this
offering, including the preparation of
this prospectus and the filing of this
registration statement, estimated at
$5,000, are being paid for by Sasani
The net proceeds will be the gross
proceeds from the offering less the
expenses of $5,000. Therefore, if
net proceeds will be $45,000 ($50,000
gross proceeds less $5,000 of expenses). If
all shares are not sold, the gross
proceeds will be less and may not cover
the expenses of the offering. For
example, if the Company sells 50% of the
securities, the Net Proceeds will be
$20,000 ($25,000 gross proceeds less $5,000 of
expenses) after the offering under these
circumstances.
Termination of the offering The offering will conclude at the
earlier of when all 500,000 shares of
common stock have been sold or 90 days
after this registration statement is
declared effective by the Securities and
Exchange Commission.
Terms of the offering The Company's president and sole
director will sell the common stock upon
effectiveness of this registration
statement.
Risk Factors You should read the "Risk Factors"
section beginning on page 5 and consider
these factors carefully before deciding
to invest in shares of our common stock.
The proceeds of this offering are not sufficient to complete our business plan.
Even if the maximum number of shares offered are sold in this offering, we will
require approximately an additional $500,000 to complete our business plan and
generate revenues and we have no commitments for the funding necessary to
complete our business plan.
You should rely only upon the information contained in this prospectus. Sasani
has not authorized anyone to provide you with information different from that
which is contained in this prospectus. Sasani is offering to sell shares of
common stock and seeking offers to buy shares of common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus, or of any sale of the common stock.
This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by Sasani. You should
very carefully and thoroughly read the more detailed information in this
prospectus and review our financial statements.
Emerging Growth Company Status
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or “JOBS Act.” We anticipate that we will remain an emerging growth company until we attain one of the following: a) we have more than $1 billion in annual revenue in a fiscal year; b) we issue more than $1 billion of non-convertible debt over a three-year period; c) we have more than $700 million in market value of our common stock held by non-affiliates as of any June 30, and d) before the end of the five full fiscal years. For as long as we are an emerging growth company, unlike other public companies, we will not be required to:
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provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002; |
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comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; |
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comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the Securities and Exchange Commission determines otherwise; |
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provide certain disclosure regarding executive compensation required of larger public companies; |
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hold nonbinding shareholder advisory votes on executive compensation; or |
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obtain shareholder approval of previously unapproved golden parachute payments in connection with proposed merger and sale transactions. |
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. However, 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.
While we are not a blank check company, we believe business conditions will continuing to be challenging
5
SUMMARY INFORMATION ABOUT SASANI
Sasani . is a development stage company and was incorporated in Delaware on August 9, 2012. Sasani intends to introduce the finest elements of cinema in to the blockbuster movie experience. In doing so, we will create timeless works of art that will be appreciated by a wider audience. Raising the standards of originality and creativity in the motion picture industry, while serving as a model for our peers and future film makers is important to us.
We are an independent motion picture production and distribution company engaged in the development, acquisition, financing, production, and licensing of theatrical motion pictures for exhibition in domestic (i.e., the United States and Canada) and foreign theatrical markets, and for subsequent worldwide release in other forms of media, including home video and pay and free television.
Sasani plans to generate a loyal fan base through the production of high-quality films. Additionally, we are looking to mitigate the high cost of film-making through the use of relatively unknown but talented actors and directors, social media to create “buzz” and simplified yet elegant sets. The Company hopes to show its films at various festivals (e.g- Cannes, Sundance) to get broader appeal and ultimately have the high quality of their films bring in waves of audience. There is a large void available for a platform to create, target, deliver and provide high quality independent films and Sasani believes that the market can be exploited relatively cheaply.
Sasani will accomplish this through selective adaption of screenplays and where applicable, the employment of amateur film personnel. Film equipment will be rented where applicable, and we will minimize marketing costs, known as Prints and Advertsing (“P&A”) in the trade through aggressive usage of social media.
Film Production
Most every piece of equipment used in film production can be rented as need be. We plan to rent whatever equipment is needed for the shortest period of time and to coordinate its use to avoid idle time.
However, reduced cost should not be equated to mean low quality. Commercially successful and artistically acclaimed films like Paranormal Activity, Blair Witch Project and Napoleon Dynamite were made on a shoe-string and grossed more than $100,000,000. Essential to our success will be the production of high quality films having budgets less than $500,000.that have the potential to be profitable. The budget for our first film will be between $100,000 and $500,000 depending on how much we raise in this and subsequent public offerings. However, there is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of this offering. We will not engage in the production of X-rated material. We plan to make motion pictures that appeal to the tastes of the vast majority of the movie-going public. Our films will be cast into a wide range of genres, with our initial focus being on suspense, drama, and comedy. All our films will be suitable for domestic and international theatrical exhibition, pay cable, network and syndicated television, as well as all other ancillary markets.
We believe that the low budgets, within which we intend to operate, will limit our financial risk but will provide ample resources to produce a high quality cinematic release. We do not plan on having high overhead, debt financing or substantial assets and that by maintaining a smaller, more flexible staff, we can operate more efficiently than typical large studios.
Where applicable, we will enter into joint ventures to co-produce films in order to penetrate new markets. We will not cede artistic control of our enterprises and anticipate that we will be responsible for the majority of the cost for each of these films. We may obtain our portion of the production costs from third parties in the form of debt financing, profit participation or such financing, and as such, we may be required to relinquish control of the project. If we lose control of the project then we will likely be unable to influence the production, sale, distribution or licensing of the film. Primary responsibility for the overall planning, financing, and production of each motion picture will rest with our management. For each motion picture we will employ an independent film director who will be responsible for, or involved with, many of the creative elements, such as direction, photography, and editing. All decisions will be subject to budgetary restrictions and our business control, although we will permit an independent director to retain reasonable artistic control of the project, consistent with its completion within strict budget guidelines.
Plans for the company’s first film, “THE FACTORY” have already been put into place. The script has been written and the locations scouted. All that remains are the financing and the production. The plot is engaging and will appeal to a wide range of audiences in an effort to entertain and enlighten. Every scene is designed to engage the audience in order to create a lasting cinematic experience, which will generate “word of mouth” testimonials.” Furthermore, beyond the excitement and the range of emotions that the film evokes there is also a real and relevant social message. THE FACTORY raises awareness about marginalized worldly issues that affect us all. The film causes us to reexamine the state of our society and to consider what we can do as individuals to make the world a better place while remembering that “There is no place like America.”
4
Our business and registered office is located at 153 West 27th Street, Suite 507 ,NYC, NY 10001
Our contact number is 917-628-4828
As of December 31, 2012, Sasani had $100 of cash on hand in the corporate
bank account. The Company currently has incurred liabilities of $2,361. The
Company anticipates incurring costs associated with this offering totaling
approximately $5,000. As of the date of this prospectus, we have not generated
any revenue from our business operations. The following financial information
summarizes the more complete historical financial information found in the
audited financial statements of the Company filed with this prospectus.
SUMMARY FINANCIAL DATA
The following summary financial data should be read together with our financial
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.
AS OF DECEMBER 31, 2012
BALANCE SHEET
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Total Assets |
$100 |
Total Liabilities |
$2,361 |
Stockholder's Equity |
$(2,261) |
PERIOD ENDED
OPERATING DATA DECEMBER 31, 2012
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Net Loss |
$2,361 |
Net Loss Per Share * |
$.0024 |
* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.
As indicated in the financial statements accompanying this prospectus, Sasani
has had no revenue to date and has incurred only losses since inception. The
Company has been issued a "going concern" opinion from
their auditors, based upon the Company's reliance upon the sale of our common
stock as the sole source of funds for our future operations.
DESCRIPTION OF PROPERTY
The company does not own any real estate or other properties. The company's
office is located at 153 West 27th Street, Suite 507 ,NYC, NY 10001. The business office
is located at the office of Hamid Kayani, the sole officer and director of the
company at no charge.
RISK FACTORS
Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.
This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed.
5
The Company considers the following to be the material risks for an investor
regarding this offering. Sasani should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of your entire investment. Please consider the following risk
factors before deciding to invest in our common stock.
RISKS RELATED TO THIS OFFERING
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BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK AND NOT BE ABLE TO TURN YOUR INVESTMENT INTO CASH
There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
INVESTING IN OUR COMPANY WILL RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL
PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH
The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
The offering price of $0.10 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. Sasani's assets do not substantiate a share price of $0.10. This
premium in share price applies to the terms of this offering and does not
attempt to reflect any forward looking share price subsequent to the Company
obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin
Board.
THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE
CANNOT GENERATE SUFFICIENT FUNDS FROM THIS OFFERING, THE BUSINESS WILL FAIL.
There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of this Offering
will be immediately available for use by us and we don't have to wait until a
minimum number of Shares have been sold to keep the proceeds from any sales. We
can't assure you that subscriptions for the entire Offering will be obtained. We
have the right to terminate the offering of the Shares at any time, regardless
of the number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations, cash needs, and to
achieve our objectives, could be adversely affected if the entire offering of
Shares is not fully subscribed for.
BECAUSE THE COMPANY HAS 500,000,000 AUTHORIZED SHARES, MANAGEMENT PLANS TO ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY
The Company has 500,000,000 authorized shares, of which only 1,000,000 are
currently issued and outstanding and up to a maximum amount of 500,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. In addition, the Company will need to raise additional
capital to fund the product platform development efforts of at least $500,000.
This additional capital raise will further dilute the shareholders. The
Company's management could, without the consent of the existing shareholders,
issue substantially more shares, causing a large dilution in the equity position
of the Company's current shareholders. Additionally, large share issuances would
generally have a negative impact on the Company's share price. It is possible
that, due to additional share issuance, you could lose a substantial amount, or
all, of your investment.
THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO
THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS
COMPANY
We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business. Therefore, the only way to liquidate your investment
is to sell your stock.
INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT
Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. The business objectives of the Company are also
speculative, and it is possible that we would be unable to accomplish them. The
Company's shareholders may be unable to realize a substantial or any return on
their purchase of the offered shares and may lose their entire investment. For
this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business and/or investment advisor.
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT
Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.
AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR SHARES, THEY MAY BE
EXTREMELY ILLIQUID AND YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT
If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility and the Company cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTCBB).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in the Company's stock.
Despite the Company's efforts, it may not be able to attract any broker/dealers
to act as market-makers and make quotations on the OTC Bulletin Board. The
Company may consider pursuing a listing on the OTCBB after this registration
becomes effective and the Company has completed its offering.
7
BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR
INVESTMENT
State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.
Accordingly, even if we are successful in having the Shares available for
quoting on the OTCBB, investors should consider any secondary market for the
Company's securities to be limited. We intend to seek coverage and publication
of information regarding the Company in an accepted publication which permits a
"manual exemption". This manual exemption permits a security to be distributed
in a particular state without being registered if the company issuing the
security has a listing for that security in a securities manual recognized by
the state. However, it is not enough for the security to be listed in a
recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.
IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD ADVERSELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT
In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.
SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS
8
The Company's sole officer and director, Mr. Hamid Kayani, owns 100% of the
outstanding shares and will own no less than 66% after this offering is
completed. For example, if 50% of the offering is sold, Mr. Kayani will retain 80%
of the shares outstanding. As a result, he will maintain control of the Company
and be able to choose all of our directors. His interests may differ from those
of other stockholders. Factors that could cause his interests to differ from the
other stockholders include the impact of corporate transactions on the timing of
business operations and his ability to continue to manage the business given the
amount of time he is able to devote to the Company.
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
-----------------------------------------------------------------
AUDITOR'S GOING CONCERN
-----------------------
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF BIGCLIX, INC. TO CONTINUE
ITS OPERATIONS AS A GOING CONCERN
In their report for the period ending December 31, 2012 and dated January __, 2013; our auditors have expressed an opinion that substantial doubt exists as to
whether we can continue as an ongoing business. The proceeds from this offering
will not be sufficient to complete our business plan and start generating
revenues. Even if all the shares are sold in this offering, we will require up to an
additional $500,000 to complete our business plan and start generating revenues.
Additionally, we do not have any commitments for the funding necessary to
complete our business plan and to start generating revenues.
Because our sole officer may be unwilling or unable to loan or advance any
additional capital to Sasani, Inc. we believe that if we do not raise
additional capital within 12 months of the effective date of this registration
statement, we may be required to suspend or cease the implementation of our
business plans. Due to the fact that there is no minimum investment and no
refunds on sold shares, you may be investing in a Company that will not have the
funds necessary to develop its business strategies. As such we may have to cease
operations and you could lose your entire investment. See the December 31, 2012
Audited Financial Statements - Auditors' Report". Because the Company has been
issued an opinion by its auditors that substantial doubt exists as to whether it
can continue as a going concern it may be more difficult to attract investors.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small with very little working capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
SINCE SASANI ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO GENERATING
REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY AND IF THE COMPANY CAN NOT ACHIEVE
PROFITABILITY OR RAISE ADDITIONAL CAPITAL, IT MAY FAIL RESULTING IN A COMPLETE
LOSS OF YOUR INVESTMENT
The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products. Over the next 12 months, the Company
will have operating costs of at least $500,000. The Company will have $250,000
in production costs for the film and another $250,000 in post-production costs. Film
Production is expected to take six to nine months and post production will take another three months after that.
OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT
If we are not successful in earning sufficient revenue once we have started our
sale activities, we may require additional financing to sustain our business
operations. Over the next 12 months, we anticipate needing at least $500,000 to
complete the business plan, development of products and other operating
expenses. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."
No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.
RISKS RELATED TO INVESTING IN OUR COMPANY
-----------------------------------------
OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR
TERMINATION OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT
We were incorporated on August 9, 2012 and we have not realized any revenues to
date. We are an early entry stage company in a very competitive mobile services
market. We have no operating history upon which an evaluation of our future
success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the completion of this
offering and our ability to generate revenues through sales of our products.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business and you will
lose your entire investment.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND
THE VALUE OF THE INVESTMENT
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Currently, we don't
have a product or prototype. Factors that may cause our operating results to
fluctuate significantly include: our inability to generate enough working
capital from future equity sales; and after we create a commercial product, the
factors include: the level of commercial acceptance by the ecommerce businesses
of our products; fluctuations in the demand for our product and capital
expenditures relating to expansion of our future business, operations and
infrastructure and general economic conditions. If realized, any of these risks
could have a materially adverse effect on our business, financial condition and
operating results.
THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.
Mr. Hamid Kayani, our sole officer and director, has other business interests and currently devotes approximately 30 hours per week to our operations. He currently runs Kayani Uomo, a store-based clothing retailer that selects only the best cutting edge and current fashions. Our operations may be sporadic and occur at times which are not convenient to Mr. Kayani, which may result in periodic interruptions or suspensions of our business plan.
Such delays could have a significant negative effect on the success of the business.
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. IF THE COMPANY CEASES OPERATIONS,
YOU WILL LOOSE YOUR INVESTMENT
Because the Company is entirely dependent on the efforts of its sole officer and director, his departure could have a materially adverse effect on the business. He has other outside business activities and is devoting only approximately
25-30 hours per week to our operations. His expertise in the entertainment industry as well as his technical expertise are critical to the success of the business. The loss of this resource would have a significant impact on our business. The Company does not maintain key person life insurance on its sole officer and director.
IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS RESULTING IN UP TO A COMPLETE LOSS
OF YOUR INVESTMENT.
In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be used primarily to pay the claims of the Company's creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized, if any, after the settlement of claims.
RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
--------------------------------------------------
THE ENTERTAINMENT AND FILM MARKET IS VERY COMPETITIVE AND FINDING QUALIFIED
EMPLOYEES IS DIFFICULT. IF WE CANNOT RETAIN QUALIFIED EMPLOYEES
, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD
RESULT IN THE LOSS OF YOUR INVESTMENT.
The film industry requires talented actors, screenwriters, directors and support personnel in addition to creative thought.
The Company needs these resources to attract and retain a fanbase. If we are not successful hiring and managing these
employees our business will fail, which could result in a complete loss of your investment.
WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR FILMS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF WE CAN NOT GAIN MARKET ACCEPTANCE,
WE WILL NOT BE ABLE TO ATTRACT CUSTOMERS AND GENERATE REVENUE AND OUR BUSINESS
WILL FAIL.
11
Sasani's growth strategy is substantially dependent upon its ability to market its products successfully to niche audiences at first and then have mass acceptance. However, there is always the possibility that the Company will not achieve
significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the Company's productions to achieve or sustain market acceptance will have a materially adverse effect on our business, financial conditions and the results of our operations.
MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY SUCCESSFULLY IS CRITICAL
TO THE BUSINESS SUCCESS. IF THE MANAGEMENT FAILS TO IMPLEMENT THE BUSINESS
STRATEGY, THE COMPANY WILL FAIL AND INVESTORS WILL LOSE THEIR INVESTMENT
Although the Company intends to pursue a strategy of marketing its product through social media to mitigate expenses, our business success depends on a number of factors. These include: our ability to establish a significant fan base; maintain favorable
relationships within the entertainment industry; obtain adequate business financing on favorable terms; development and maintenance of appropriate operating procedures, policies and systems and hire, train and retain skilled employees. The inability of the Company to manage any or all of these factors could impair its ability to implement its business strategy successfully, which could have a materially adverse effect on the results of its operations and its financial condition.
SASANI MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CAN NOT
SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.
Any extraordinary growth may place a significant strain on management, financial, operating and technical resources. Failure to manage this growth effectively could have a materially adverse effect on the Company's financial
condition or the results of its operations.
RISKS RELATED TO INVESTING IN OUR BUSINESS
------------------------------------------
THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS
WHICH WILL IMPACT PROFITABILITY AND MAY CAUSE US TO CEASE OPERATIONS IF WE RUN
OUT OF CAPITAL
Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in the
Company structure or are faced with circumstances that are beyond our ability to
afford, we may have to suspend operations or cease operations entirely which
could result in a total loss of your investment.
12
GENERAL COMPETITION
The Company has identified a market opportunity for our productions. The entertainment industry is very competitive. Well-heeled and well-known competitors such as Disney Corporation and Tri-Star Pictures have resources and name recognition that we do not have. Such competitors with superior financial resources will infringe on our future customer base, limit our access to theatre releases which in turn will have an adverse affect upon our business and the results of our operations.
COMPETITION MAY DECREASE OUR MARKET SHARE, REVENUES, AND GROSS MARGINS.
Sasani has decided to compete in very competitive markets versus Providers who have substantially more capital, longer operating
histories, greater brand recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. These competitors may also establish more comprehensive marketing and advertising campaigns than we can. Our competitors
may develop entertainment offerings that we do not offer or that are more sophisticated or more cost effective than our own. For these and other reasons, our competitors' products and services may achieve greater acceptance in the marketplace than our own, limiting our ability to gain market share and customer loyalty and to generate sufficient revenues to achieve a profitable level of
operations. Our failure to adequately address any of the above factors could harm our business and operating results.
IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH BUSINESS AND CHANNEL PARTNERS AND/OR CUSTOMERS, THE BUSINESS
WILL FAIL.
Because there may be a substantial delay between the completion of this offering and the execution of the business plan, our expenses may be increased and it may take us longer to produce content and generate revenues. We have no way to
predict when we will begin delivering our content in theatres. In addition, it takes time, money, and resources to build relationships with film operators. If these efforts are unsuccessful or take longer than anticipated, the Company may run out of capital and the business will fail.
THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS DUE TO CAPITAL
CONSTRAINTS TO HELP GROW THE BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE
COMPANY MAY HAVE TO CEASE OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT
The company's management may decide due to economic reasons to retain independent contractors to provide services to the company. Those independent individuals and organizations have no fiduciary duty to the shareholders of the
company and may not perform as expected.
AVERAGE SELLING PRICES OF OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH MAY HARM
OUR GROSS MARGINS.
13
The entertainment and film industry is heavily dependent on the state of the economy. Should economic factors like employment and gross domestic product be lower than expected, it may put a crimp on the demand for our products. Should demand for our products not meet certain minimum levels, we may not be able to sustain our business, and you may lose all your investment.
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.
14
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.10. The following table sets forth the potential net proceeds and
the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,
of the securities offered for sale by the Company.
|
IF 25% OF SHARES SOLD |
IF 50% OF SHARES SOLD |
IF 75% OF SHARES SOLD |
IF 100% OF SHARES SOLD |
NET PROCEEDS FROM THIS OFFERING |
$7,500 |
$20,000 |
$32,500 |
$45,000 |
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.10. The net proceeds in the table above assume $5,000 in costs associated with this offering.
The funds raised through this offering will be used to complete the business and marketing plan. If less than the maximum offering funds are raised, the proceeds will first be used for essential business operations such as SEC filings with the remaining amount allocated to completing the business and marketing plan. The following outlines the Company's key objectives in priority order and cost if less than all of the shares are sold:
Since our Chairman and Chief Executive Officer will not be taking any salary nor charging the Company anything for the use of his facilities, the entire amount of the net proceeds received will go towards the production of “THE FACTORY.”
15
DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarilydetermined by Sasani and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.
The price of the current offering is fixed at $0.10 per share. This price is significantly greater than the price paid by the company's sole officer and director for common equity since the company's inception on August 9, 2012 of $.00001.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Purchasers of our common stock in the rights offering will experience an immediate and substantial dilution of the net tangible book value of the shares purchased. At December 31, 2012, we had a negative net tangible book value of approximately $2,261 , or ($.0023) per share of our common stock. After giving effect to the sale of shares of our common stock in the this offering and assuming the sale of the total gross amount of shares for gross proceeds of $50,000, and after deducting estimated transaction and offering expenses of $5,000, the pro forma net tangible book value at December 31, 2012, attributable to common shareholders would have been $42,739, or $.0285 per share of our common stock. This amount represents an immediate dilution to purchasers in the rights offering of $.0715. The following table illustrates this per share dilution.
Subscription Price |
|
$0.1000 |
Net tangible book value per share at December 31, 2012, before the rights offering |
($0.0023) |
|
Net increase in pro forma tangible book value per share attributable to the rights offering |
$0.0308 |
|
Pro forma net tangible book value per share after giving effect to the rights offering |
|
$0.0285 |
Dilution in pro forma net tangible book value per share to purchasers |
|
$0.0715 |
THE OFFERING BY THE COMPANY
Sasani is registering 500,000 shares of its common stock for offer and sale.
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. If and when we become effective with the
SEC, we plan to develop a trading market. In order to do so, we have to retain
an authorized OTC Bulletin Board market maker. If we are successful in securing
a market maker, they will file Form 211 with FINRA (Financial Industry
Regulatory Authority). If FINRA approves the Company's 211, our stock will be
quoted on the OTCBB.
16
There can be no assurances that we will be able to retain an authorized OTC BB
market maker and furthermore, there are no assurances that we will be approved
by FINRA. At the date hereof, we are not aware that any market maker has any
such intention.
All of the shares registered herein will become effective for sale to investors.
The company will not offer the shares through a broker-dealer or anyone
affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Mr.
Hamid Kayani, owns 5,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.
The company is hereby registering 500,000 common shares. The price per share
is $0.10.
In the event the company receives payment for the sale of their shares, Sasani will receive all of the proceeds from such sales. Sasani is bearing all expenses in connection with the registration of the shares of the company.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through Mr. Kayani our executive officer and director named herein, who will not receive any commissions or other remuneration of any kind for selling shares in this offering, except for the reimbursement of actual out-of-pocket expenses incurred in connection with the sale of the common stock. The offering will conclude at the earlier of (i) when all 500,000 shares of common stock have been sold, or (ii) 90 days after this registration statement becomes effective with the Securities and Exchange Commission.
This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We will sell shares on a continuous basis. We reasonably expect the amount of securities registered pursuant to this offering to be offered and sold within ninety (90) days from this initial
effective date of this registration.
In connection with his selling efforts in the offering, Mr. Kayani will not register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. Hamid Kayani is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Hamid Kayani will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our
securities. Mr. Kayani is not and has not been within the past 12 months, a broker or dealer, and is not within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Kayani will continue to primarily perform substantial duties for us or on our behalf. Mr. Kayani has not participated in selling an offering of securities for any issuer more than once
every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or(iii).
5,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 500,000 shares of its
common stock at the price of $0.10 per share. The Company will sell the
securities in $100 increments.
17
Sasani will receive all proceeds from the sale of the shares by the company. The price per share is $0.10. However, Sasani common stock may never be quoted on the OTCBB or listed on any exchange.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- Contains a description of the nature and level of risk in the market for
penny stock in both Public offerings and secondary trading;
- Contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements of the Securities Act of
1934, as amended;
- Contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the significance
of the spread between the bid and ask price;
- Contains a toll-free number for inquiries on disciplinary actions;
- Defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
- Contains such other information and is in such form (including language,
type, size and format) as the Securities and Exchange Commission shall
require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- The bid and offer quotations for the penny stock;
- The compensation of the broker-dealer and its salesperson in the
transaction;
- The number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
- Monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, at an offering price that is fixed at $0.01 per
share.
The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.
In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
Sasani will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
BUSINESS
Company Summary
Sasani is a development stage company and was incorporated in Delaware on August 9, 2012. Sasani intends to introduce the finest elements of cinema in to the blockbuster movie experience. In doing so, we will create timeless works of art that will be appreciated by a wider audience. Raising the standards of originality and creativity in the motion picture industry, while serving as a model for our peers and future film makers is important to us.
We are an independent motion picture production and distribution company engaged in the development, acquisition, financing, production, and licensing of theatrical motion pictures for exhibition in domestic (i.e., the United States and Canada) and foreign theatrical markets, and for subsequent worldwide release in other forms of media, including home video and pay and free television.
Sasani plans to generate a loyal fan base through the production of high-quality films. Additionally, they are looking to mitigate the high cost of film-making through the use of relatively unknown but talented actors, social media to create “buzz” and simplified yet elegant sets. The Company hopes to show its films at various festivals (e.g- Cannes, Sundance) to get broader appeal and ultimately have the high quality of their films bring in waves of audience. There is a large void available for a platform to create, target, deliver and provide high quality independent films and Sasani believes that the market can be exploited relatively cheaply.
Plans for the company’s first film, “THE FACTORY have already been put into place. The script has been written and the locations scouted. All that remains is the financing. The script is timeless and will appeal to a wide range of audiences in an effort to entertain and enlighten. Unlike the average movie of today, this film is magical as it speaks the unspoken and universal language of emotion. Every shot is designed to engage the audience with the intent to create memories long after the theater “experience.” Furthermore, beyond the excitement and the range of emotions that the film evokes there is also a real and relevant social message. THE FACTORY raises awareness about marginalized worldly issues that affect us all. The film causes us to reexamine the state of our society and to consider what we can do as individuals to make the world a better place while remembering that “There is no place like America.”
Over the next twelve (12) months, the Company has three primary phases: (i) Pre-production, (ii) production, and (iii) post-production
revenues.
Phase I: Pre-Production
The Company will use the proceeds from this offering to select the personnel of “THE FACTORY.” The script has been written and the locations scouted. Mr, Kayani will act as Director and star of the film. The first use of funds from the original raise will be used to identify the talent for the film. This will require interviews and screen tests. This can be funded with the funds raised through this offering.
Afterwards, the Company will need to secure additional capital to fund the production of the film. The Company
plans to raise this additional capital through another equity offering sometime later.
Phase II: Production
Once all of the pre- production logistics are completed, we will then go into production. Actual costs of production for the film include the payment of actors, the contracting of cameramen and lighting, the purchase of wardrobe, make-up and props. The cost will be dependent upon how much we raise in this and subsequent offerings. We believe we need a minimum of $200,000 to $250,000 to complete a fim that will be salable for production. We estimate that production time will last approximately six months to one year. There will be a team in the United States and another in Pakistan. Besides Mr. Kayani, there will be no travel between the two countries and the film will be shot out of sequence. Mr. Kayani is a Pakistani native and is well known in cinematic circles there and has already arranged for actors and shots.
Phase III: Post-Production
Associated with any film enterprise, there are always expenses associated with editing, digital storage and optical. We estimate these expenses will total approximately $250,000 but are also dependent upon the amount raised in the offering.
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Market Analysis Summary
According to the Motion Picture Association of America (MPAA), in 2011, the global box office reached $32.6 billion, an increase of 3% over 2010. This growth was due entirely to the international market, especially China, where growth increased 35%. The MPAA also reports that in United States dollar terms, the foreign film market has increased 35% over the past five years.
We believe that the rising demand for international films will continue.
We plan to capitalize on this trend by putting forth films that will be popular not just in the United States but internationally.
The motion picture industry is highly competitive, with much of a film's success depending on the skill of its distribution strategy. As an independent producer, Sasani Films will negotiate with a distributor Studios like Fox, Sony, Paramount, Disney and Universal. This means that a film can be seen by large numbers of people at any given time. Sasani Films intends to secure a distribution deal with (for example, Warner Brothers who distributed ‘Slumdog millionaire’). The intention is to secure as many screens as possible in as many cities, with the greatest advertising campaign which will maximize public awareness of the film and ultimately lead the general public to the cinemas. Beyond traditional distribution channels THE FACTORY will utilized technology via internet ads and viral marketing such as social media networks and text messaging awareness campaigns.
Marketing Strategy
DOMESTIC DISTRIBUTION
The distribution of a motion picture involves the licensing of the picture in both the U.S. and Canada, and the foreign marketplace. A domestic distributor(s) will license the following rights: theatrical exhibition; non-theatrical, (e.g., airlines, hotels, cruises); home DVD (including Blu-Ray and now 3D Blu-Ray); cable (free and pay), pay-per-view; and DVD-on-demand and television (terrestrial and satellite). Additional ancillary markets include merchandising, e.g., games, toys, clothing, and music or soundtrack rights. It is commonly thought that about 40% of all revenue derived from the sale of a film comes from the domestic market, and the remaining 60% from foreign territories. This is a very sweeping average as some films have performed far better to an American audience than a foreign audience. THE FACTORY will connect with U.S. and the global market place thus increasing the reach of the film. Although the major studios have long-standing relationships with the large theatre chains and DVD stores, exhibitors and DVD companies will "book" the films that people desire to see. Public demand for a specific motion picture product may translate into profit for a film. Even if a film is not profitable in the domestic arena, often times, it may recoup its costs and earn a gross profit in the foreign market. The film may also profit or recoup costs over time via E-commerce vendors such as Amazon.com or iTunes or any such entity in domestic and foreign markets. In relation to this point, THE FACTORY will be an instant classic creating a buzz in the digital realm while gaining a cult following almost immediately after the release.
FOREIGN EXHIBITION
Much of the projected growth in the worldwide film business comes from the international markets. International distributor revenues may well climb over $10 billion in the next few years. Foreign distribution is very similar to domestic, except that fees are slightly higher than in the domestic arena. In fact, some films perform far better in the foreign marketplace than in domestic, depending on the type of film. For example, it is quite possible that a film will do extremely well in the UK, Australian and other English speaking markets because of its content. THE FACTORY is a film that transcends all markets thus making it a solid investment strategy, targeting overall profitability. Sasani has developed the following business strategy to address the mobile advertising market opportunity:
THE MARKET
According to the Motion Picture Association of America (MPAA), in 2011, the global box office reached $32.6 billion, an increase of 3% over 2010. This growth was due entirely to the international market, especially China, where growth increased 35%. The MPAA also reports that in United States dollar terms, the foreign film market has increased 35% over the past five years.
We plan to capitalize on this trend by putting forth a film that will be popular not just in the United States but internationally.
The motion picture industry is highly competitive, with much of a film's success depending on the skill of its distribution strategy. As an independent producer, Sasani Films will negotiate with a distributor Studios like Fox, Sony, Paramount, Disney and Universal. This means that a film can be seen by large numbers of people at any given time. Sasani Films intends to secure a distribution deal with (for example, Warner Brothers who distributed ‘Slumdog Millionaire’). The intention is to secure as many screens as possible in as many cities, with the greatest advertising campaign which will maximize public awareness of the film and ultimately lead the general public to the cinemas. Beyond traditional distribution channels THE FACTORY will utilized technology via internet ads and viral marketing such as social media networks and text messaging awareness campaigns.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP MOBILE ADVERTISING
SERVICES
We have not yet generated or realized any mobile advertising revenues from
business operations. Our auditors have issued a going concern opinion. This
means there is substantial doubt that we can continue as an on-going business
for the next twelve (12) months unless we obtain additional capital to pay our
bills. This is because we have not generated any revenues and no revenues are
anticipated until we begin marketing our service to ecommerce customers.
Accordingly, we must raise cash from sources other than revenues generated from
the proceeds of loans we undertake.
From inception to December 31, 2012, the company's business operations have
primarily been focused on developing our feature length film productions and raising capital.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. BIGCLIX, INC. WAS INCORPORATED IN THE STATE OF
DELAWARE ON AUGUST 9, 2012; WE ARE A DEVELOPMENT STAGE COMPANY THE COMPANY WILL
DESIGN, DEVELOP, AND MARKET MOBILE ADVERTISING PRODUCTS AND SERVICES. WE HAVE
NOT GENERATED ANY REVENUES FROM OUR OPERATIONS. 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 THE FINANCIAL RISKS
ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE
IMPLEMENTATION OF OUR BUSINESS STRATEGIES (SEE "RISK FACTORS"). TO BECOME
PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN,
EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH
CUSTOMERS AND PARTNERS.
25
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this registration
statement, the Company must raise capital in order to complete the Business and
Marketing Plan and to commence its execution. The Company anticipates that the
business and marketing plan will be completed within two to three months after
the offering is completed. After the business and marketing plan are completed,
the company plans on using consultants and contractors to commence the product
development strategy. During the initial implementation of our development
strategy, the Company intends to hire independent consultants, and contractors
to develop, prototype, various components of product platform. The Company
expects product development to last between six (6) and nine (9) months.
Since inception to December 31, 2012, Sasani has incurred a total of $2,361
of start-up costs. The Company has not generated any revenue from business
operations. All proceeds currently held by the company are the result of the
sale of common stock to its officers. The Company does not have any contractual
arrangement with Mr. Hamid Kayani to fund the Company on an on-going basis for
either operating capital or a loan. The CEO may elect to fund the Company as he
did initially, however there are no assurances that he will in the future.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended December 31, 2012, Sasani films. issued 1,000,000 shares of common stock to our sole officer and director for cash proceeds of $1000 at $0.0001 per share.
We anticipate needing $500,000 in order to execute our business plan over the
next twelve (12) months, which includes completing the business plan (estimated
at $250,000), completing the product platform and services including prototypes,
and identifying the necessary resources to implement our plan. We anticipate the
work will require four part time resources for marketing, product design and
technical work that will cost approximately $250,000 each. The balance of $250,000
for general working capital purposes, including accounting, legal, travel, and
entertainment. However, the available cash is not sufficient to allow us to
commence full execution of our business plan. Based on our success of raising
additional capital over the next twelve (12) months, we anticipate employing
various consultants and contractors to commence the development strategy for the
product prototypes. Until the Business and Marketing plan are completed, we are
not able to quantify with any certainty any planned capital expenditures
including the hiring of consultants and contractors. The only planned capital
expenditure is the public company costs. As of December 31, 2012, the Company
has no firm commitments for any capital expenditures.
Our business expansion will require additional capital resources that may be
funded through the issuance of common stock or debt. We anticipate that the
Company will seek this financing from individual investors.
Through December 31, 2012, we have incurred a total of $2,000 in
professional fees for audit expenses and $361 in general and administrative expenses.
26
To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $1,000,000 in funding is obtained or until we have achieved $250,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.
Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while our auditors have
expressed substantial doubt about our ability to continue as a going concern,
and assuming that we do not commence our anticipated operations until sufficient
financial resources are available, we believe we will be able to meet our
obligations for at least the next twelve months.
In the early stages of our company, we will need cash for completing the pre-production
and production parts of THE FACTORY. We anticipate that during the first year in order
to execute upon our business plan to any meaningful degree, we would need to spend a
minimum of $250,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we will still need to
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues.
The Company has entered into no contractual commitment agreements.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
Name and Address Age Position(s)
---------------- --- -----------
Hamid Kayani 57 , Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer and sole member of the Board of Directors
The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee, a Nominating Committee or any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees. Our sole director is not an "audit committee financial
expert" within the meaning of Item 401(e) of Regulation S-K. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:
o understands generally accepted accounting principles and financial
statements,
o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
o understands internal controls over financial reporting, and
o understands audit committee functions.
Our Board of Directors is comprised of an individual who was integral to our
formation and who is involved in our day to day operations. While we would
prefer our director be an audit committee financial expert, the individual who
has been key to our development has professional background in finance or
accounting. As with most small, early stage companies, until such time as our
company further develops its business, achieves a stronger revenue base and has
sufficient working capital to purchase directors and officers insurance, we do
not have any immediate prospects to attract independent directors. When we are
able to expand our Board of Directors to include one or more independent
directors, we intend to establish an Audit Committee of our Board of Directors.
It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on
an exchange that has requirements that a majority of our Board members be
independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
We have not yet adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. When we expand our board membership in
future periods to include additional independent directors, we will establish an
audit and other committees of our board of directors. It is possible that if our
Board of Directors included independent directors and if we were to adopt some
or all of these corporate governance measures, stockholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested directors and that policies had been implemented to define
responsible conduct. For example, in the absence of audit, nominating and
compensation committees comprised of at least a majority of independent
directors, decisions concerning matters such as compensation packages to our
senior officers and recommendations for director nominees may be made by a
majority of directors who have an interest in the outcome of the matters being
decided. Prospective investors should bear in mind our current lack of corporate
governance measures in formulating their investment decisions.
CODE OF BUSINESS CONDUCT AND ETHICS
We intend to adopt a code of ethics that applies to our officers, directors and employees, including, without limitation, our Chief Executive Officer and Principal Accounting Officer, but have not done so to date due to our relatively small size.
29
BACKGROUND OF OFFICERS AND DIRECTORS
Mr. Hamid Kayani, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER
Hamid Kayani is of rich cultural heritage. His family descends from the Sasanian rulers of the Persian Empire. Even so, in the 1940's his parents migrated from Iran to Pakistan and raised six children in all. His father was a sculptor who later became involved in the movie business as a producer and distributer at a time when the Pakistani film industry was in full bloom. His mother's work was complimentary as she committed to raising the children at home. After graduating from Dennis ( American high school, Rawalpindi Pakistan) in 1971, an institution for the most privileged, he decided to pursue a degree. His college career began immediately and in 1975 Kayani received a Bachelor of Arts (BA) from Universal College, an international establishment with a diverse student body, founded in the UK, Kayani’s education truly began during his childhood which paralleled a vibrant renaissance.
Faiz Ahmad Faiz was a Pakistani intellectual, poet, and one of the most famous poets of the Urdu language. Faiz was the first Asian poet to receive the Lenin Peace Prize, awarded by the Soviet Union in 1963. He was also nominated for the Nobel Prize shortly before his death in 1984.
Faiz Ahmad Faiz said that Kayani is a true artistic talent, full of vision and ambition. As a boy he trailed along in the shadows of his father and was exposed to the many faces of the entertainment business, he absorbed those experiences only to follow his wide eyed curiosity. He became an official member of the industry at age ten when worked as a child actor. Later he was the voice of Azad Kashmir Trerkhel radio station Rawalpindi Pakistan. He grew in to his acting career quite nicely as he starred in television sitcoms and played the leading man in many well known theatrical productions such as Love Changes the World, all held in the famous Liaquat Hall Rawalpindi Pakistan. By the time he starred in motion pictures he had gained a considerable amount of technical understanding and creative insight which he later used for films.
Kayani travelled the globe and eventually moved to New York, married and settled down in 1985. Armed with his ambition and encouraged by his success in Italy, Kayani curbed is acting and film making talents and made a full transition into the fashion industry. He started his clothing line, Kayani Uomo, in 1989. However, he was always reminded of his true passion for story telling via cinema.
One afternoon in the fall of 2009 a gentleman walked into Kayani’s outfit in search of a new look. Kayani greeted him with a warm welcome and soon after the man began to share his story. That story immediately inspired Kayani to return to his true passion and write a script. Coming full circle, we find his latest project, THE FACTORY.
CONFLICTS OF INTEREST
We do not foresee a direct conflict of interest with our sole officer and director, there is a possibility that a conflict could arise between the company,and him.
EXECUTIVE COMPENSATION
Hamid Kayani will not be taking any compensation until the Company has raised $1,000,000 or has film or royalty revenues in excess of $250,000.
SUMMARY OF COMPENSATION
We did not pay any salaries in 2012. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of any officer or
director other than as described herein.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning cash and certain other compensation we paid to our Chief Executive Officer for the fiscal period ending December 31, 2012.
30
NON-
NON-EQUITY QUALIFIED
INCENTIVE DEFERRED
STOCK OPTION PLAN COMPENSATION ALL OTHER
NAME & FISCAL SALARY BONUS AWARD(S) AWARD(S) COMPENSATION EARNINGS COMPENSATION TOTAL
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($)
----------------------- ------ ------ ----- -------- -------- ------------ ------------ ------------ -----
Hamid Kayani 2012 0 - - - - - - 0
Chief Executive Officer
NUMBER OF PERCENTAGE
TITLE OF CLASS NAME SHARES OWNED OF SHARES(1)
---------------------- ----------------- ------------ ------------
Shares Of Common Stock Hamid Kayani (2) 5,000,000 100%
__________________
(1) Based on 1,000,000 shares outstanding as of December 31, 2012.
(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. Mr. Kayani is the
only "parent" and "promoter" of the company.
We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.
DIRECTOR COMPENSATION
Mr. Kayani the sole member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans including options and SARs that
provide compensation intended to serve as incentive for performance.
EMPLOYMENT AGREEMENTS
At this time, Sasani has not entered into any employment agreements with our
sole officer and director. If there is sufficient cash flow available from our
future operations, the Company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of their position, if they acted in good faith and
in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he or she is to
be indemnified, we must indemnify him or his against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Delaware Regarding indemnification for liabilities
arising under the Securities Act of 1933, which may be permitted to directors or
officers under Delaware law, we are informed that, in the opinion of the
Securities and Exchange Commission, indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable.
31
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The stockholder listed below has direct ownership
of his shares and possesses sole voting and dispositive power with respect to
the shares.
NUMBER OF PERCENTAGE
TITLE OF CLASS NAME SHARES OWNED OF SHARES(1)
---------------------- ----------------- ------------ ------------
Shares of Common Stock Hamid Kayani (2) 1,000,000 100%
153 West 27th Street, Suite 507 ,NYC, NY 10001
(1) Based on 1,000,000 shares outstanding as of December 31, 2012.
(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, Mr.
Sasani is the only "parent" and "promoter" of the company.
For the period ended December 31, 2012, a total of 1,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since she
will continue control our company after the offering, investors in this offering
will be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.
The company is hereby registering 500,000 of its common shares, in addition to
the 1,000,000 shares currently issued and outstanding. The price per share is
$0.10 (please see "Plan of Distribution" below).
The 1,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended December 31, 2012. We issued a total
of 1,000,000 common shares for consideration of $.0001, which was accounted for
as a purchase of common stock.
DESCRIPTION OF SECURITIES
In the event the company receives payment for the sale of their shares, Sasani
will receive all of the proceeds from such sales. Sasani is bearing all
expenses in connection with the registration of the shares of the Company.
32
COMMON STOCK
The authorized common stock is five hundred million (500,000,000) shares of no
par value stock
* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Delaware for a more complete description of the rights
and liabilities of holders of our securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, and
assuming all 500,000 shares being offered are sold, present stockholders will
own approximately 80% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
REPORTING
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, Sasani will act as its own transfer agent.
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STOCK OPTION PLAN
The Board of Directors of Sasani has not adopted a stock option plan ("Stock
Option Plan"). The company has no plans to adopt a stock option plan but may
choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. Sasani
may develop an incentive based stock option plan for its officers and directors
and may reserve up to 10% of its outstanding shares of common stock for that
purpose.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by a duly authorized attorney and will be included in our next filing.
EXPERTS
Our financial statements will be audited for the stub period commencing August 9, 2012 and ending December 31, 2012 by a duly authorized accounting firm to be included in the next filing of this prospectus. Their report will be given upon their authority as experts in accounting and auditing..
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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
SEC Filing Fee and Printing .. $ 1,000 *
Accounting Fees .............. $ 2,000
Legal ........................ $ 500
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TOTAL ................... $ 50,000
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* estimate
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law, or DGCL, allows a corporation to eliminate the personal liability of a director of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock purchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees, but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of the person’s duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the proceedings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.
Article Tenth of the Registrant’s Certificate of Incorporation, as amended, provides that the Registrant’s directors shall not be personally liable to the Registrant and its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:
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for any breach of the director’s duty of loyalty to the Registrant or its stockholders; |
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
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under section 174 of the DGCL regarding unlawful dividends and stock purchases; or |
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for any transaction from which the director derived an improper personal benefit. |
The Registrant’s By-laws provide that the Registrant shall indemnify any person who is or was a director or officer of the Registrant to the fullest extent permitted by Delaware law. The indemnification provisions contained in the Registrant’s By-laws are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of the indemnification provisions of the Registrant’s By-laws will not adversely affect any right or protection thereunder of any indemnitee in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.
The Registrant has also entered into indemnification agreements with each of its directors. The indemnification agreements are intended to provide the maximum protection permitted by Delaware law with respect to indemnification of directors. The Registrant may also enter into similar agreements with certain of its officers who are not also directors. The effect of these provisions is to permit indemnification by the Registrant for liabilities arising under the Securities Act. The Registrant also maintains directors’ and officers’ liability insurance.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Prior sales of common shares
Sasani Films Corp. is authorized to issue up to 500,000,000 shares of common stock
with a par value of $0.0001. For the period ended June 30, 2010, we had issued
5,000,000 common shares to our sole officer and director for a total
consideration of $50. The issuance of the shares was made to the sole officer
and director of the Company and an individual who is a sophisticated and
accredited investor, therefore, the issuance was exempt from registration of the
Securities Act of 1933 by reason of Section 4 (2) of that Act.
Sasani Films Corp. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.
During the past year, Sasani Films Corp. has sold the following securities which
were not registered under the Securities Act of 1933, as amended:
For the period ended December 31, 2012, Sasani Films Corp. issued 5,000,000 shares of
common stock to the sole officer and director for cash proceeds of $100
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation of Sasani Films Corp.*
3.2 Bylaws of Sasani Films Corp.*
4.1 Specimen Stock Certificate of Sasani Films Corp.*
5.1 Opinion of Counsel.
23.1 Consent of Accountants.**
99.1 Subscription Documents and Procedure of Sasani Films Corp.*
________________
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(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1 Articles of Incorporation of Sasani Films Corp.
EXHIBIT 3.2 Bylaws of Sasani Films Corp.
EXHIBIT 4.1 Specimen Stock Certificate of Sasani Films Corp.
EXHIBIT 5.1 Opinion of Counsel.
EXHIBIT 23.1 Consent of Accountants
EXHIBIT 23.2 Consent of Counsel.
EXHIBIT 99.1 Subscription Documents and Procedure of Sasani Films Corp.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of
the offering.
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4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
i. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the State of California
on November 23, 2010.
Sasani Films Corp.
/s/ Hamid Kayani
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Hamid Kayani
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
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EXHIBIT 5.1
OPINION OF COUNSEL
(To be added after year-end in subsequent filing)
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(To be added after year-end in subsequent filing)