Attached files
As filed with the Securities and Exchange Commission on February 8, 2013
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DRIMEX INC.
(Name of small business issuer in its charter)
Nevada 3751 EIN 39-2079723
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
311 S Division street
Carson City NV 89703
(702) 425-5072
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Copies to:
David Lubin, Esq.
David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, New York 11563
Telephone: (516) 887-8200
Facsimile: (516) 887-8250
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered (1) per Share (1) Price Fee
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Common Stock 5,000,000 $ 0.02 $100,000 $ 13.64
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO
MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
DRIMEX INC.
5,000,000 SHARES OF COMMON STOCK
Initial Public Offering
This is the initial offering of common stock of Drimex Inc. and no public market
currently exists for the securities being offered. A public market may never
develop for the securities being offered, or, if a market develops, may not be
sustained.
We are offering for sale a total of 5,000,000 shares of common stock at a fixed
price of $.02 per share in a direct public offering, without any involvement of
underwriters or broker-dealers. There is no minimum number of shares that must
be sold by us for the offering to proceed, and we will retain the proceeds from
the sale of any of the offered shares. The offering is being conducted on a
self-underwritten, best efforts basis, which means our President, Vladimir
Nedrygaylo, will attempt to sell the shares. This Prospectus will permit our
President to sell the shares directly to the public, with no commission or other
remuneration payable to him for any shares he may sell. The offering does not
require that we sell a minimum number of shares; therefore not all of the shares
may be sold. The amount raised may be minimal and there is no assurance that we
will be able to raise sufficient amount to cover our expenses and may not even
cover the costs of the offering. Should we be successful in selling all of the
shares offered, we will receive $100,000 in proceeds before expenses. Any funds
received as a part of this offering will be immediately available to us for our
use. We have not made any arrangements to place the proceeds from this offering
in an escrow, trust or similar account.
The shares are being offered at a fixed price of $0.02per share for a period of
one year (unless extended for up to an additional six months in the sole
discretion of our board of directors) from the effective date of this
prospectus. The offering shall terminate on the earlier of (i) the date when the
sale of all 5,000,000 shares is completed, (ii) when the Board of Directors
decides that it is in the best interest of the Company to terminate the offering
prior the completion of the sale of all 5,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) one year after
the effective date of this prospectus, unless extended for up to an additional
six months in the sole discretion of our board of directors.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").
Drimex Inc. is a development stage company and currently has limited operations.
Any investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our
independent registered public accountant has issued an audit opinion for Drimex
Inc. which includes a statement expressing substantial doubt as to our ability
to continue as a going concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers
must remain current in their quarterly and annual filings with the SEC. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. We do not yet
have a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
We have not made any arrangements to place funds in an escrow, trust or similar
account. Accordingly, 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.
If a creditor sues us and obtains a judgment against us, the creditor could
garnish the bank account and take possession of the subscriptions.
As such, it is possible that a creditor could attach your subscription which
could preclude or delay the return of money to you. If that happens, you will
lose your investment and your funds will be used to pay creditors.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
READ AND CONSIDER "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUBJECT TO COMPLETION, DATED __________ __, 2013
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 11
USE OF PROCEEDS 12
DETERMINATION OF OFFERING PRICE 12
DILUTION 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 13
DESCRIPTION OF BUSINESS 18
LEGAL PROCEEDINGS 19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 19
EXECUTIVE COMPENSATION 20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
PLAN OF DISTRIBUTION 22
DESCRIPTION OF SECURITIES 25
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 26
INTERESTS OF NAMED EXPERTS AND COUNSEL 26
EXPERTS 26
LEGAL MATTERS 26
AVAILABLE INFORMATION 26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 27
INDEX TO THE FINANCIAL STATEMENTS F-1
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
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PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "EXLUSIVE POWER SPORT INC" REFERS TO EXLUSIVE POWER SPORT INC THE
FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE
MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
DRIMEX INC.
We are a development stage company which is in the business of reselling
motorcycles, ATVs, . Drimex Inc. was incorporated in Nevada on August 10, 2012.
We intend to use the net proceeds from this offering to develop our business
operations (See "Description of Business" and "Use of Proceeds"). Our principal
executive offices are located at 311 S Division Street, Carson City, NV 89703.
Our phone number is (702) 425-5072.
From inception until the date of this filing, we have had very limited operating
activities. Our financial statements from inception (August 10, 2012) through
December 31, 2012, reports no revenues and a net loss of $32 Our independent
registered public accounting firm has issued an audit opinion for Drimex Inc.
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern for the next twelve months. Our ability to continue
as a going concern is dependent on our ability to raise additional capital and
implement our business plan.
Drimex Inc. started operations in the power sports business on November 29,
2010. We plan to buy motorcycles, all-terrain vehicles (ATV), snowmobiles,
Utility Terrain Vehicle (UTV), power sports accessories from USA suppliers and
sell them worldwide.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). We will be subject to limited reporting obligations
as an emerging growth company and will be subject to limited reporting
obligations as mentioned in our risk factors on page 5.
Our source of revenue from operating will be reselling of power sport vehicles
and power sport accessories from USA based auctions .Also we will make profit on
delivery and shipping from the auctions to customers.
To date, we have developed our business plan and entered into agreement with
freight agent.
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
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THE OFFERING
The Issuer: Drimex Inc.
Securities Being Offered: 5,000,000 shares of common stock.
Price Per Share: $0.02
Duration of the Offering: The offering shall terminate on the earlier of
(i) the date when the sale of all 5,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of the board of directors.
Gross Proceeds $100,000
Securities Issued and
Outstanding: There are 5,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our President and Secretary,
Vladimir Nedrygaylo.
Subscriptions All subscriptions once accepted by us are
irrevocable.
Registration Costs We estimate our total offering registration costs
to be approximately $9,000.
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from August 10, 2012(Inception) to December 31, 2012.
FINANCIAL SUMMARY
As of
December 31, 2012 ($)
---------------------
Cash and Deposits 5,068
Total Assets 5,068
Total Liabilities 100
Total Stockholder's Equity 4,968
STATEMENT OF OPERATIONS
Accumulated From
August 10, 2012
(Inception) to
December 31, 2012 ($)
---------------------
Total Expenses 32
Net Loss for the Period (32)
Net Loss per Share --
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND
PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT
BE AVAILABLE.
Our current operating funds are less than we require to complete our intended
operations plan. As of December 31, 2012, we had cash in the amount of $5,068
and liabilities of $100.. As of this date, we have had limited operations and no
income. The proceeds of this offering may not be sufficient for us to achieve
revenues and profitable operations. Our offering has no minimum. Specifically,
there is no minimum number of shares that needs to be sold in this offering for
us to access the funds. Given that the offering is a best effort,
self-underwritten offering, we cannot assure you that all or any shares will be
sold. We have no firm commitment from anyone to purchase all or any of the
shares offered. We may need additional funds to complete further development of
our business plan to achieve a sustainable sales level where ongoing operations
can be funded out of revenues. We anticipate that we must raise the minimum
capital of approximately $25,000 to execute our business plan and maintain a
reporting status with the SEC. Therefore, if we sell less than 25% of the shares
in this offering, we will need additional funding to complete further
development of our business plan. As of the date of this prospectus, we have not
taken any steps to seek additional financing other than this offering. There is
no assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on August 10, 2012 and to date have been involved primarily
in organizational activities. We have commenced limited business operations.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. Potential investors should be aware of the difficulties normally
encountered by new companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
operations that we plan to undertake. These potential problems include, but are
not limited to, unanticipated problems relating to the ability to generate
sufficient cash flow to operate our business, and additional costs and expenses
that may exceed current estimates. Prior to having an inventory, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We expect to incur significant losses into the foreseeable future. We recognize
that if the effectiveness of our business plan is not forthcoming, we will not
be able to continue business operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our business will
most likely fail.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE FINANCING. AS A RESULT, THERE IS SUBSTANTIAL
DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $32 for the period from our inception on August
10, 2012 to December 31, 2012, and have no revenues as of this date. Our future
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is dependent upon our ability to obtain financing and upon future profitable
operations . Further, the finances required to fully develop our plan cannot be
predicted with any certainty and may exceed any estimates we set forth. These
factors raise substantial doubt that we will be able to continue as a going
concern MaloneBailey LLP our independent registered public accounting firm, has
expressed substantial doubt about our ability to continue as a going concern.
This opinion could materially limit our ability to raise additional funds by
issuing new debt or equity securities or otherwise. If we fail to raise
sufficient capital when needed, we will not be able to complete our business
plan. As a result we may have to liquidate our business and you may lose your
investment. You should consider our independent registered public accountant's
comments when determining if an investment in Drimex Inc. is suitable.
If we experience a shortage of funds prior to funding we may utilize funds from
Vladimir Nedrygaylo, our sole officer and director, who has informally agreed to
advance funds to allow us to pay for professional fees, including fees payable
in connection with the filing of this registration statement and operation
expenses. However, Mr. Nedrygaylo has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. If we are successful in
raising the funds from this offering, we plan to commence activities to start
our operations. We cannot provide investors with any assurance that we will be
able to raise sufficient funds to start our operations.
INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND.
Investors do not have the right to withdraw invested funds. Subscription
payments will be paid to Drimex Inc. and held in our corporate bank account if
the Subscription Agreements are in good order and the investor is accepted as an
investor by the Company. Therefore, once an investment is made, investors will
not have the use or right to return of such funds.
BECAUSE WE WILL EXPORT OUR PRODUCT OVERSEAS, WE CAN BE AFFECTED BY DISRUPTIONS
IN DELIVERY.
Because we intend to export power sports vehicles and accessories to overseas
customers , we believe that disruptions in shipping deliveries may affect us.
Deliveries of our products may be disrupted through factors such as:
(1) work stoppages, strikes and political unrest;
(2) increased inspections of import shipments or other factors causing
delays in shipments; and
(3) economic crises, international disputes and wars.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT
MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 50% OR MORE OF OUR OUTSTANDING
COMMON STOCK, IF THE MAXIMUM NUMBER OF OFFERING SHARES ARE SOLD, HE WILL MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
If the maximum number of shares offered herein are sold, Mr. Nedrygaylo, our
sole officer and director, will own 50% of the outstanding shares of our common
stock. Accordingly, he will have significant influence in determining the
outcome of all corporate transactions or other matters, including the election
of directors, mergers, consolidations and the sale of all or substantially all
of our assets, and also the power to prevent or cause a change in control. The
interests of Mr. Nedrygaylo a may differ from the interests of the other
stockholders and may result in corporate decisions that are disadvantageous to
other shareholders.
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BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Vladimir Nedrygaylo, our President, currently devotes approximately twenty hours
per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on him
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. The loss of
Mr. Nedrygaylo to our company could negatively impact our business development.
IF VLADIMIR NEDRYGAYLO, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE
WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We extremely depend on the services of our sole officer and director, Vladimir
Nedrygaylo, for the future success of our business. The loss of the services of
Mr. Nedrygaylo could have an adverse effect on our business, financial condition
and results of operations. If he should resign or die we will not have a chief
executive officer. If that should occur, until we find another person to act as
our chief executive officer, our operations could be suspended. In that event it
is possible you could lose your entire investment.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR
INVESTMENT.
Your funds will not be placed in an escrow or trust account. Accordingly, 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. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription. If that happens, you will lose your investment
and your funds will be used to pay creditors.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THE OFFERING.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 5,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
RISKS ASSOCIATED WITH THIS OFFERING
OUR PRESIDENT, MR. NEDRYGAYLO DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A
SECURITIES OFFERING, AND OUR BEST EFFORT OFFERING DOES NOT REQUIRE A MINIMUM
AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH
FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE
INVESTMENT.
Mr. Nedrygaylo does not have any experience conducting a best-effort offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
WE ARE DEPENDENT UPON LOANS FROM OUR SOLE OFFICER AND DIRECTOR.
We have been utilizing and may utilize funds from Mr Nedrygaylo, our sole
officer and director, who has informally verbally agreed to advance funds to
allow us to pay for offering costs, filing fees, professional fees, including
fees payable in connection with the filing of this registration statement and
operating expenses. There is no maximum amount of funds that Mr. Nedrygaylo has
agreed to advance. Mr. Nedrygaylo has no formal commitment, arrangement or legal
obligation to advance or loan funds to us. As of January 31, 2013, we owe Mr.
Nedrygaylo $100 for funds advanced to us by Mr. Nedrygaylo as of such date. The
loan is non-interest bearing, unsecured and due on demand. If Mr. Nedrygaylo
should decide not to continue advancing funds to us, or to advance funds when
needed we will not have such funds for our operations and to effectuate our
business plan. There is no due date for the repayment of the funds advanced by
Mr. Nedrygaylo. Mr. Nedrygaylo will be repaid from revenues of operations when
and if we generate revenues to pay the obligation. There can be no assurances as
to the timing of when we will generate revenues, if at all. However Mr.
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Nedrygaylo can demand repayment of the outstanding loans at any time. Mr.
Nedrygaylo may demand payment prior to us generating revenues or raising other
funding. If he does, we may not have funds sufficient to make such repayment
which would result in our defaulting on such loan and our company may become
insolvent and we may not have funds necessary for our operations. We may also
not be able to pay for the expenses involved in the registration process.
OUR SOLE OFFICER AND DIRECTOR DOES NOT CURRENTLY RECEIVE ANY COMPENSATION FOR
SERVICES PROVIDED TO THE COMPANY.
Vladimir Nedrygaylo, our sole officer and director currently devotes
approximately twenty hours per week to manage the affairs of the Company. He has
agreed to work with no remuneration until such time as the Company receives
sufficient revenues necessary to provide management salaries. At this time, we
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or what the amount of the compensation will be. If we are unable
to compensate Mr. Nedrygaylo in the future, he may not agree to remain with the
Company, and the loss of our sole officer and director would adversely affect
our operations. Additionally, as the sole member of management, Mr. Nedrygaylo
will have the discretion to set compensation and may decide to pay himself
salary at any time, thereby diverting funds needed for operations. There is a
potential conflict of interest in that our director and officer has the
authority to determine issues concerning management compensation which may not
be in the best interests of the Company or its shareholders.
THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY
OF THE COMPANY'S SECURITIES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
WE PLAN TO SELL SHARES IN THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE
TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates; however, there is no
guarantee that he will be able to sell any of shares. Unless he is successful in
selling all of the shares and we receive the proceeds from this offering, we may
have to seek alternative financing to implement our business plan.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations
we will not be able to apply for quotation on the OTC Bulletin Board. Market
9
makers are not permitted to begin quotation of a security whose issuer does not
meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 day grace
period if they do not make their required filing during that time. We cannot
guarantee that our application will be accepted or approved and our stock listed
and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Drimex Inc. and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $9,000 cost of this
registration statement to be paid from existing cash on hand. If necessary,
Vladimir Nedrygaylo, our Chairman, has verbally agreed to loan the company funds
to complete the registration process. After the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
We plan to contact a market maker immediately following the close of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board. To be eligible for quotation, issuers must remain current in their
filings with the SEC. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. The costs associated with
being a publicly traded company in the next 12 month will be approximately
$9,000. If we are unable to generate sufficient revenues to remain in compliance
it may be difficult for you to resell any shares you may purchase, if at all.
Also, if we are not able to pay the expenses associated with our reporting
obligations we will not be able to apply for quotation on the OTC Bulletin
Board.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Vladimir Nedrygaylo, our sole
officer and director has no experience managing a public company which is
required to establish and maintain disclosure controls and procedures and
internal control over financial reporting. As a result, we may not be able to
operate successfully as a public company, even if our operations are successful.
We plan to comply with all of the various rules and regulations, which are
required for a public company. However, if we cannot operate successfully as a
public company, your investment may be materially adversely affected. Our
inability to operate as a public company could be the basis of
losing your entire investment in us.
WE LACK A PUBLIC MARKET FOR SHARES OF OUR COMMON STOCK, WHICH MAY MAKE IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.
There is no public market for shares of our common stock. We cannot guaranty
that an active public market will develop or be sustained. Therefore, investors
may not be able to find purchasers for their shares of our common stock. Should
there develop a significant market for our shares, the market price for those
shares may be significantly affected by such factors as our financial results
and introduction of new products and services. Factors such as announcements of
new services by us or our competitors and quarter-to-quarter variations in our
results of operations, as well as market conditions in our sector may have a
significant impact on the market price of our shares. Further, the stock market
10
has experienced extreme volatility that has particularly affected the market
prices of the stock of many companies and such volatility may be unrelated or
disproportionate to the operating performance of those companies.
WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and
information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.
In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.
However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent
registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
11
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 $0.02. The following table sets forth the uses of proceeds assuming the
sale 100%, 75%, 50% and 25% respectively, of the securities offered for sale by
the Company. There is no assurance that we will raise the full $100,000 as
anticipated.
$100,000 $ 75,000 $ 50,000 $ 25,000
-------- -------- -------- --------
Legal and professional fees $ 9,000 $ 9,000 $ 9,000 $ 9,000
Net proceeds $ 91,000 $ 66,000 $ 41,000 $ 16,000
The net proceed will be used:
Website developing and maintenance $ 8,000 $ 8,000 $ 8,000 $ 8,000
Advertising, Search engine optimization $ 7,400 $ 7,400 $ 7,400 $ 7,400
Warehouse, office rent $ 5,000 $ 5,000 $ 5,000 $ --
Inventory of power sport $ 55,000 $ 40,000 $ 20,000 $ --
Parts and accessories inventory $ 15,000 $ 5,000 $ -- $ --
Auctions access $ 600 $ 600 $ 600 $ 600
The above figures represent only estimated costs. If necessary, Vladimir
Nedrygaylo, our sole officer and director, has verbally agreed to loan the
company funds to complete the registration process. Also, these loans would be
necessary if the proceeds from this offering will not be sufficient to implement
our business plan and maintain reporting status and quotation on the OTC
Electronic Bulletin Board. Mr. Nedrygaylo will not be repaid from the proceeds
of this offering. There is no due date for the repayment of the funds advanced
by Mr. Nedrygaylo. Mr. Nedrygaylo will be repaid from revenues of operations if
and when we generate revenues to pay the obligation.
We will require a minimum funding of approximately $25,000 to conduct our
proposed operations for a minimum period of one year including costs associated
with this offering and maintaining a reporting status with the SEC.(legal and
professional fees $9,000)
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.02 per share. This price is
significantly higher than the price paid by the Company's sole director and
officer for common equity on December 28, 2012. Vladimir Nedrygaylo, the
Company's sole officer and director, paid $.001 per share for the 5,000,000
shares of common stock he purchased from the Company in December 2012.
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
Assuming completion of the offering, there will be up to 10,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
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Funding Level $80,000 $60,000 $40,000 $20,000
------- ------- ------- -------
Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01
Net tangible book value per common
share before offering $ 0.001 $ 0.001 $ 0.001 $ 0.001
Increase per common share attributable
to investors 0.006 0.005 0.004 0.003
------- ------- ------- -------
Pro forma net tangible book value per
common share after offering 0.006 0.005 0.004 0.002
------- ------- ------- -------
Dilution to investors $ 0.004 $ 0.005 $ 0.006 $ 0.008
Dilution as a percentage of offering
price 40% 50% 60% 80%
Based on 5,000,000 common shares outstanding as of December 31, 2012 and total
stockholder's equity of $4,968 utilizing audited December 31, 2012 financial
statements.
Since inception, the officers, directors, promoters and affiliated persons have
paid an aggregate average price of $.001 per common share in comparison to the
offering price of $.02 per common share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
As of December 31, 2012, our cash balance is $5,068. We may not be able to raise
sufficient funds from this offering to sustain our operations. Vladimir
Nedrygaylo, our Chairman, President, and Secretary, has informally agreed to
advance funds to allow us to pay for offering costs, filing fees, and
professional fees. Mr. Nedrygaylo, however, has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. We do
not currently have any arrangements for additional financing. Our principal
executive offices are located at 311 S Division street Carson City NV 89703. Our
phone number is (702) 425-5072
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
[commence] and [expand] operations but we cannot guarantee that once we expand
operations we will stay in business after doing so. If we are unable to
successfully find customers we may quickly use up the proceeds from this
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely.
After the effectiveness of our registration statement by the Securities and
Exchange Commissions, we intend to concentrate our efforts on raising capital.
During this period, our operations will be limited due to the limited amount of
funds on hand. Our plan of operations following the completion is as follows:
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START TO DEVELOP COMPANY WEBSITE.
Period: 1st -2nd months.
The steps in this milestone are as follows:
Start to develop website.
From the beginning of our operation our main source of revenue will be reselling
power sports from the USA auctions. Our web site will be in English. There are
plenty of auctions in the USA available for buying power sports. Some of them
are only for registered dealers and some open for public. We are going to get
our company registration at following auctions: www.ebay, www. (national power
sport auctions), www.iaai.com (Insurance Auto Auctions), www.copart.com,
www.manheim.com.Some of that auctions required year access fee and some do not.
Almost all of them have guest access where people can see inventory but have no
ability to buy. Our web site will promote buying from auctions using our
services. Our service will enable potential buyers to search auctions inventory
at the guest access and if he/she likes something they will call/email our
company. We will require to get 20% deposit prior of the bidding. Our successful
bidder fee will be flat $250. We will also require full payment from the buyer
within 2 days. Also we will help our buyer with arrangement delivery to the port
and shipping to buyer home country. Our service for sipping and delivery will be
10-20% of the invoice we have from shipping companies.
Expenses: Start to develop website $2,500.
LAUNCH COMPANY WEBSITE.
Period: 3rd - 4th months
The steps in this milestone are as follows:
We are going to test and launch our company web site.
We will hire contractor for web site update and security. Web site maintenance
$300 per month.
We will hire contractors for SEO (search engine optimizer). $500 per month.
Expenses: Finish and launch company website $2,500.
BUY INVENTORY OF POWER SPORT.
Period: 5th - 6th months.
The steps in this milestone are as follows:
If we generate $50,000 in this offering we will buy inventory of power sport. We
plan to buy some motor bikes and ATV for our inventory.
Expenses: $20,000-$55,000
RENT WAREHOUSE OR OFFICE
Period: 7th-8th months
If we generate at least $50,000 in this offering we rent small warehouse at
areas close to ports area in New Jersey, USA. The power sport activity is
associated with summer time and winter time sale is slow. Winter is the best
time to buy inventory because prices are much cheaper compare to summer time.
Warehouse will allow us to buy winter time , keep inventory and sell summer time
with bigger profit.
Expenses: $1000 monthly.
ADVERTISING WEB SITE
Period: 9th-10th month
We are going to advertise our company at various power sports web sites. Our
advertising area will be European market (English language is well known by
European population). We are going to hire independent contractor to find and
place our ad at suitable well known websites with good customers traffic.
Expenses: $400monthly
BUY INVENTORY OF PARTS AND ACCESSORIES.
Period: 11th -12th months.
If we generate at least $75,000 in this offering we will buy parts and
accessories. The items we are going to buy including but not limited to: leather
suites and jackets for motorbikes, helmets, motorcycle gloves, boots, body
protections, goggles, communications systems, etc.
Expenses 5,000-15,000.
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To implement our plan of operations we require a minimum of $25,000(including
$9,000 expenses for being puplic) for the next twelve months as described in our
Plan of Operations. If we have only $25,000 we are going to concentrate our
effort in reselling auctions inventory to potential buyers. We can't afford to
buy inventory with $25,000. If we generate more than $50,000 in revenues we are
going to have power sport inventory for sale and resale inventory from the
auctions as well.
Being a development stage company, we have very limited operating history. After
twelve months period we may need additional financing. We do not currently have
any arrangements for additional financing..
Vladimir Nedrygaylo, our president will be devoting approximately 20 hours per
week to our operations. Once we expand operations, and are able to attract more
customers to purchase our product, Vladimir Nedrygaylo has agreed to commit more
time as required. Because Vladimir Nedrygaylo will only be devoting limited time
to our operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.
PROJECTED REVENUE.
Our additional expenses are outlined in the "Use of Proceeds Section" If our
plan of Operation fund will be $25,000 then our burn rate will be $2,083per
month. Without our own inventory and just reselling auctions inventory to the
buyers we have to sell at least 9 units per month ($250x5=$1250) to stay
profitable .With our own inventory we hope to make 20%-30% profit. The number of
power sport units in our inventory that we purchase will depend on the amount of
funds that we raise with this offering. Thereafter, we will continue to purchase
additional power sports units with the proceeds from the revenue that we
generate.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
15
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
RESULTS OF OPERATIONS
FROM INCEPTION ON AUGUST 10, 2012 TO DECEMBER 31, 2012
During the period we incorporated the company, prepared a business plan, and
executed service contracts. Our loss since inception is$32. We have not
meaningfully commenced our proposed business operations and will not do so until
we have completed this offering and raised sufficient funding.
Since inception, we have sold 5,000,000 shares of common stock to our sole
officer and director for net proceeds of $5,000.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2012, the Company had $5,068 cash and our liabilities were
$100, comprising $100 owed to Vladimir Nedrygaylo, our sole officer and
director. The available capital reserves of the Company are not sufficient for
the Company to remain operational.
Since inception, we have sold 5,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $5,000.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful, any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. We will attempt to raise the
necessary funds to proceed with all phases of our plan of operation. The sources
of funding we may consider to fund this work include a public offering, a
private placement of our securities or loans from our director or others.
As of the date of this registration statement, the current funds available to
the Company is not sufficient to continue maintaining our reporting status until
we raise funds from this offering. In case raising funds will take longer than
planned, or our short term expenses exceed our expectations, the company's sole
officer and director, Vladimir Nedrygaylo, has indicated that he may be willing
to provide funds required to maintain the reporting status in the form of a
non-secured loan until minimum required proceeds are obtained by the Company.
However, there is no contract in place or written agreement securing this
16
agreement. Management believes if the company cannot maintain its reporting
status with the SEC it will have to cease all efforts directed towards the
company. As such, your investment previously made may be lost in its entirety.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $9,000.
Management believes that the net proceeds, assuming a minimum of $25,000 is
raised (provided that we are not required to raise any minimum amount of funding
in the offering), will be sufficient to implement our initial plan of operations
in the 12 month period. However, after one year we may need to raise additional
financing.
We will be highly dependent upon the success of future private offerings of
equity or debt securities, as described herein. Therefore, the failure thereof
would result in the need to seek capital from other resources such as taking
loans, which would likely not even be possible for the Company. However, if such
financing were available, because we are a development stage company with no
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds via a private
placement of its equity or debt securities, or secure a loan, the Company would
be required to cease business operations. As a result, investors would lose all
of their investment.
We will have to meet all the financial disclosure and reporting requirements
associated with being a publicly reporting company. The Company's management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income
17
INCOME TAXES
Drimex Inc. accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used of
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, "Disclosures About Fair Value of
Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
DESCRIPTION OF BUSINESS
Drimex Inc. plans to operate in the power sport business. We plan to offer power
sport vehicles and power sport accessories. From the beginning of operation our
main goal will be to develop and promote our web site. Potential customers will
have the ability to search inventory from USA auctions using guest access.
Customers will pay us a deposit and we will bid on items on their behalf. The
minimum deposit on each vehicle is $1,000 USD, which will allow us to place bids
up to $10,000. If the customer is the winning bidder of the auction of a
vehicle, as soon as the auction is closed he/she will receive an e-mail
notification with payment instructions. Full payment from the customer will be
required within 2 days from the auction date. All customers will be informed
that any vehicle purchased through our website must be exported out of USA and
can not be resold in USA. Our web site will offer the following services:
1) Pick-up of vehicles from any inland location in the US and delivery to
sea ports.
2) Loading and shipping from major ports.
3) Preparing of customs export title clearance, Shipper's Export
Declaration, Dock Receipt and Bill of Lading for each vehicle.
Each stage of a vehicle's movement can be traced by clients on our custom web
based customer management program.
We are going to have contract with car shipping and car delivery companies.
Our services will not require a monthly/yearly fee. Our complete service is a
door to door solution. Customers will have peace of mind and worry free
experience with our buying and shipping services. Customers can choose from
various auctions in USA. We will have a low flat fee regardless of the final
price on the auction. We are going to help with Insurance placement, export
documents and title transfer.
AGREEMENT WITH ANCHOR FREIGHT SERVICES, INC.
ANCHOR FREIGHT SERVICES, INC will be the freight agent for the Company .The
transporter will ship motorbikes, ATV, UTV, parts and other products, from the
USA to any European ports.
The agreement is valid for a period of 12 months. The Company has an option to
extend the terms for an additional 12 months on the same terms and condition. In
consideration of Anchor Freight carrying the goods we have to pay charges
18
calculated at the rates of 0.5 dollar per 1 kilogramm. The Transporter shall be
responsible for the safe custody and security of the goods and its delivery at
the destination within the scheduled time.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We have no employees other than our sole officer and director, Vladimir
Nedrygaylo who currently devotes approximately twenty hours per week to company
matters. We intend to hire employees on an as needed and funding permitting
basis.
OFFICES
Our business office is located at 311 S Division street Carson City NV 89703.Our
telephone number is (702) 425-507 .
GOVERNMENT REGULATION
We believe that we will comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the business of shipping
power sports in any jurisdiction which we would conduct activities.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Vladimir Nedrygaylo 52 President, Secretary, Treasurer and
311 S Division Street Director
Carson City, NV 89703
VLADIMIR NEDRYGAYLO has acted as our President, Secretary, Treasurer and sole
Director since our incorporation on August 10, 2012. From 1992 till March 2002
he worked as independent auto dealer in Rostov on Don, Russian Federation.. From
March 2002 till April 2012 Mr. Vladimir Nedrygaylo owned and operated "SV AUTO",
a private motor bike dealership. With more than 20 years of experience in auto
and motor bike and customer service, Mr. Vladimir Nedrygaylo has the plenty of
established contacts in auto and motor bike business areas.
Mr. Nedrygaylo is not a director in any other U.S. reporting companies nor has
he been affiliated with any company that has filed for bankruptcy within the
last ten years. The Company is not aware of any proceedings to which any of the
Company's officers or directors, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company's subsidiaries
or has a material interest adverse to it or any of its subsidiaries.
Our president will be devoting approximately twenty hours a week of his business
time to our operations. Once we expand operations, and are able to attract more
customers to purchase our services or products, Mr. Nedrygaylo has agreed to
commit more time as required. Because Mr. Nedryrygaylo will only be devoting
limited time to our operations, our operations may be sporadic and occur at
times which are convenient to him. As a result, operations may be periodically
interrupted or suspended which could result in lack of revenues and a cessation
of operations.
19
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.
INDEPENDENCE OF DIRECTORS
We are not required to have independent members of our Board of Directors, and
do not anticipate having independent Directors until such time as we are
required to do so.
COMMITTEES OF THE BOARD
Our Company currently does not have nominating, compensation or audit committees
or committees performing similar functions, nor does our Company have a written
nominating, compensation or audit committee charter. Our Directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the sole director.
Our Company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for Directors. The sole
director believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our Company does not currently have
any specific or minimum criteria for the election of nominees to the sole
director and we do not have any specific process or procedure for evaluating
such nominees. The sole director, will assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.
A shareholder who wishes to communicate with our sole director may do so by
directing a written request addressed to our president and director, at the
address appearing on the first page of this prospectus.
CORPORATE GOVERNANCE
The Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company's employees, officers and Directors
as the Company is not required to do so.
In lieu of an Audit Committee, the Company's sole director is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company's
independent public accountants. The sole director reviews the Company's internal
accounting controls, practices and policies.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on August 10, 2012 until December 31, 2012:
20
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Vladimir August 10, -0- -0- -0- -0- -0- -0- -0- -0-
Nedrygaylo, 2012
President, until
Treasurer & December 31,
Secretary 2012
There are no current employment agreements between the company and its officers.
Mr. Nedrygaylo currently devotes approximately twenty hours per week to manage
the affairs of the Company. He has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the period from August
10, 2012 through December 31, 2012:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Vladimir -0- -0- -0- -0- -0- -0- -0-
Nedrygaylo
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Vladimir Nedrygaylo will not be paid for any underwriting services that he
performs on our behalf with respect to this offering.
On December 28, 2012, we issued a total of 5,000,000 shares of restricted common
stock to Vladimir Nedrygaylo, our sole officer and director in consideration of
$5,000.
Further, Mr. Nedrygaylo has advanced funds to us. As of December 31, 2012, Mr.
Nedrygaylo advanced us $100. Mr. Nedrygaylo will not be repaid from the proceeds
of this offering. There is no due date for the repayment of the funds advanced
by Mr. Nedrygaylo. Mr. Nedrygaylo will be repaid from revenues of operations if
and when we generate revenues to pay the obligation. There is no assurance that
we will ever generate revenues from our operations. The obligation to Mr.
Nedrygaylo does not bear interest. There is no written agreement evidencing the
advancement of funds by Mr. Nedrygaylo or the repayment of the funds to Mr.
Nedrygaylo. The entire transaction was oral.
21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of January 31, 2013 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Vladimir Nedrygaylo 5,000,000 shares of 100%
311 S Division street common stock (direct)
Carson City NV 89703
----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on January 31, 2013. As of
January 31, 2013, there were 5,000,000 shares of our common stock issued
and outstanding.
A total of 5,000,000 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.
Our investors are not allowed to rely on Rule 144 of the Securities Act for a
period of one year from the date that we cease to be a shell company. Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock. There is one holder of record for our common
stock. The record holder is our sole officer and director who owns 5,000,000
restricted shares of our common stock.
PLAN OF DISTRIBUTION
Drimex Inc has 5,000,000 shares of common stock issued and outstanding as of the
date of this prospectus. The Company is registering an additional of 5,000,000
shares of its common stock for sale at the price of $0.02 per share. There is no
arrangement to address the possible effect of the offering on the price of the
stock.
22
In connection with the Company's selling efforts in the offering, Vladimir
Nedrygaylo will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Nedrygaylo is not subject to any statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Nedrygaylo
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. Nedrygaylo is not, nor has he
been within the past 12 months, a broker or dealer, and he is not, nor has he
been within the past 12 months, an associated person of a broker or dealer. At
the end of the offering, Mr. Nedrygaylo will continue to primarily perform
substantial duties for the Company or on its behalf otherwise than in connection
with transactions in securities. Mr. Nedrygaylo will not participate in selling
an offering of securities for any issuer more than once every 12 months other
than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
Drimex Inc will receive all proceeds from the sale of the 5,000,000 shares being
offered. The price per share is fixed at $0.02 for the duration of this
offering. Although our common stock is not listed on a public exchange or quoted
over-the-counter, we intend to seek to have our shares of common stock quoted on
the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, nor can there be any assurance
that such an application for quotation will be approved. However, sales by the
Company must be made at the fixed price of $0.02 until a market develops for the
stock.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.02 per share.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Drimex Inc has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
Drimex Inc will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $9,000.
The shares of common stock being offered by us have not been registered for sale
under the securities laws of any state as of the date of this prospectus.
STATE SECURITIES - BLUE SKY LAWS
There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
23
their investments and should be prepared to hold the common stock for an
indefinite period of time.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Drimex Inc. has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year unless
extended for up to an additional six months in the sole discretion of our board
of directors. The offering shall terminate on the earlier of (i) the date when
the sale of all 5,000,000 shares is completed, (ii) when the Board of Directors
decides that it is in the best interest of the Company to terminate the offering
prior the completion of the sale of all 5,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) the 365th day
after the effective date of this prospectus (unless extended for up to an
additional six months in the sole discretion of our board of directors). We will
not accept any money until this registration statement is declared effective by
the SEC.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
* execute and deliver a subscription agreement; and
* deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "Drimex Inc."
24
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of December 31, 2012, there were 5,000,000 shares of
our common stock issued and outstanding those were held by one registered
stockholder of record, our sole officer and Director.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have (i) equal
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stock holders may vote. Please refer to the Company's
Articles of Incorporation, Bylaws and the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities of holders
of the Company's securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
25
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Bylaws provide that we will indemnify an officer, director, or former
officer or director, to the full extent permitted by law. We have been advised
that, in the opinion of the SEC, indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by
a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by one of our director, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $50,000, directly or indirectly, in the Company or any of its
parents or subsidiaries. Nor was any such person connected with Drimex Inc or
any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
EXPERTS
The financial statements of the registrant appearing in this prospectus and in
the registration statement have been audited by MaloneBailey LLP, an independent
registered public accounting firm and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
David Lubin & Associates, PLLC opined on the validity of the shares of common
stock being offered hereby.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act of
1934, as amended. You may read and copy any reports, statements or other
information we file at the SEC's public reference facility maintained by the SEC
at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available to the public through the SEC
Internet site at www.sec.gov.
26
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
FINANCIAL STATEMENTS
Our fiscal year end is December 31. We will provide audited financial statements
to our stockholders on an annual basis; the statements will be prepared by us
and audited by MaloneBailey LLP.
Our financial statements from inception to December 31, 2012, immediately
follow:
27
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
DECEMBER 31, 2012
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of December 31, 2012 F-3
Statement of Expenses for the period from August 10, 2012 (Date of
Inception) to December 31, 2012 F-4
Statement of Stockholders' Equity for the period from August 10, 2012
(Date of Inception) to December 31, 2012 F-5
Statement of Cash Flows for the period from August 10, 2012 (Date of
Inception) to December 31, 2012 F-6
Notes to the Financial Statements F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Drimex, Inc
(A Development Stage Company)
Carson City, Nevada
We have audited the accompanying balance sheet of Drimex, Inc. (a development
stage company) (the "Company") as of December 31, 2012, and the related
statement of expenses, changes in stockholders' equity and cash flows for the
period from August 10, 2012 (inception) through December 31, 2012. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2012 and the related results of its operations and its cash flows for the period
from August 10, 2012 (inception) through December 31, 2012 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses from
operation since inception. This factor raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to this matter are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
-------------------------------------
www.malone-bailey.com
Houston, Texas
February 2, 2013
F-2
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31,
2012
--------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,068
--------
TOTAL ASSETS $ 5,068
========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Loan from director $ 100
--------
TOTAL LIABILITIES 100
--------
STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 75,000,000 shares
authorized, 5,000,000 shares issued and outstanding 5,000
Deficit accumulated during the development stage (32)
--------
TOTAL STOCKHOLDERS' EQUITY 4,968
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,068
========
See accompanying notes to audited financial statements.
F-3
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF EXPENSES
For the period from
August 10, 2012
(Inception) to
December 31,
2012
--------
OPERATING EXPENSES
General and administrative $ 32
--------
TOTAL OPERATING EXPENSES 32
--------
LOSS FROM OPERATIONS (32)
--------
NET LOSS $ (32)
========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 104,895
========
See accompanying notes to audited financial statements.
F-4
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 10, 2012 (INCEPTION) TO DECEMBER 31, 2012
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, August 10, 2012 -- $ -- $ -- $ -- $ --
Shares issued on December 28, 2012
for cash at $0.001 per share 5,000,000 5,000 -- -- 5,000
Net loss -- -- -- (32) (32)
--------- ------- ----- ------ -------
Balance, December 31, 2012 5,000,000 $ 5,000 $ -- $ (32) $ 4,968
========= ======= ===== ====== =======
See accompanying notes to audited financial statements.
F-5
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from
August 10, 2012
(Inception) to
December 31,
2012
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (32)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in assets and liabilities:
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (32)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 5,000
Loans from director 100
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 5,100
--------
NET INCREASE IN CASH 5,068
Cash, beginning of period --
--------
CASH, END OF PERIOD $ 5,068
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
========
Income taxes paid $ --
========
See accompanying notes to audited financial statements.
F-6
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Drimex Inc., ("we", our" or the "Company")was incorporated under the laws of the
State of Nevada on August 10, 2012. We are a development stage company in the
power sports business. The company plans to buy motorcycles, all-terrain
vehicles (ATV), snowmobiles, Utility Terrain Vehicle (UTV), power sports
accessories from USA suppliers and sell them worldwide.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of December
31, 2012. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies,
ASC 915-15. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $5,068 of cash
as of December 31, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
F-7
DRIMEX INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2012
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of December 31, 2012.
Recent Accounting Pronouncements
Drimex Inc. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 4 - LOAN FROM DIRECTOR
On September 14, 2012, director loaned the Company $100 to open the bank
account. The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $100 as of December 31, 2012.
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On December 28, 2012, the Company issued 5,000,000 shares of common stock for
cash proceeds of $5,000 at $0.001 per share.
There were 5,000,000 shares of common stock issued and outstanding as of
December 31, 2012.
NOTE 6 - INCOME TAXES
As of December 31, 2012, the Company had net operating loss carry forwards of
$32 that may be available to reduce future years' taxable income in varying
amounts through 2032. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
December 31,
2012
------
Deferred tax asset attributable to:
Net operating loss carryover $ 11
Less: valuation allowance (11)
------
Net deferred tax asset $ --
======
F-8
NOTE 7 - SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent
to December 31, 2012 to the date these financial statements were issued, and has
determined that it does not have any material subsequent events to disclose in
these financial statements.
F-9
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
DRIMEX INC
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL __________ __, 2013, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 13.64
Printing Expenses $ 86.36
Accounting Fees and Expenses $ 800.00
Auditor Fees and Expenses $2,800.00
Legal Fees and Expenses $3,500.00
Transfer Agent Fees $1,800.00
---------
TOTAL $9,000.00
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Drimex Inc's Bylaws allow for the indemnification of the officer and/or director
in regards each such person carrying out the duties of his or her office. The
Board of Directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he has met
the applicable standard of conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Drimex Inc, we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On December 28, 2012, Drimex Inc offered
and sold 5,000,000 share of common stock to our sole officer and director,
Vladimir Nedrygaylo, for a purchase price of $0.001 per share, for aggregate
offering proceeds of $5,000. Drimex Inc. made the offer and sale in reliance on
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act"), on the basis that the securities
were offered and sold in a non-public offering to a "sophisticated investor" who
had access to registration-type information about the Company. No commission was
paid in connection with the sale of any securities and no general solicitations
were made to any person. Mr. Nedrygaylo received "restricted securities."
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion and consent of David Lubin & Associates, PLLC re: the legality
of the shares being registered
10.1 Service Contract with Anchor Freight Services, Inc.
23.1 Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)
23.2 Consent of MaloneBailey LLP.
II-1
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are
being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 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-2
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Carson City, Nevada on February
8, 2013.
DRIMEX, INC.
By: /s/ Vladimir Nedrygaylo
-----------------------------------
Name: Vladimir Nedrygaylo
Title: President, Treasurer and Secretary
(Principal Executive, Financial
and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Vladimir Nedrygaylo President, Treasurer, Secretary and February 8, 2013
------------------------------- Director (Principal Executive,
Vladimir Nedrygaylo Financial and Accounting Officer)
II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion and consent of David Lubin & Associates, PLLC re: the legality
of the shares being registered
10.1 Service Contract with Anchor Freight Services, Inc.
23.1 Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)
23.2 Consent of MaloneBailey LLP.