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EXCEL - IDEA: XBRL DOCUMENT - CSA HOLDINGS INC. | Financial_Report.xls |
EX-32 - CSA HOLDINGS INC. | certification321.htm |
EX-31 - CSA HOLDINGS INC. | certification311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-193153
ASTA HOLDINGS, CORP.
(Exact name of registrant as specified in its charter)
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Nevada |
| 8711 | 68-0683334 |
(State or Other Jurisdiction of |
| (Primary Standard Industrial | (IRS Employer |
Incorporation or Organization) |
| Classification Number) | Identification Number) |
14 Zelenaya Street, Ste. 20
Guryevsk, Russian Federation, 238300
Telephone +01179062122773 (Address and telephone number of registrant's executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [] No [X ]
As of September 29, 2014, the registrant had 9,680,000 shares of common stock issued and outstanding.
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TABLE OF CONTENTS
Part 1 |
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Item 1 | Description of Business | 4 |
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Item 1A | Risk Factors | 5 |
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Item 1B | Unresolved Staff Comments | 5 |
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Item 2 | Properties | 5 |
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Item 3 | Legal Proceedings | 5 |
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Item 4 | Mine Safety Disclosures | 5 |
Part II |
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Item 5 | Market for Common Equity and Related Stockholder Matters | 5 |
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Item 6 | Selected Financial Data | 6 |
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Item 7 | Management's Discussion and Analysis or Results of Operations | 6 |
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Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 8 |
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Item 8 | Financial Statements and Supplementary Data | 8 |
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Item 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 18 |
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Item 9A (T) | Controls and Procedures | 18 |
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Item 9B | Other Information | 18 |
PART III |
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Item 10 | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 18 |
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Item 11 | Executive Compensation | 19 |
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Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
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Item 13 | Certain Relationships, Related Transactions and Director Independence | 20 |
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Item 14 | Principal Accountant Fees and Services | 21 |
PART IV |
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Item 15 | Exhibits and Financial Statement Schedules | 21 |
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| Signatures | 21 |
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", mean Asta Holdings, Corp., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
GENERAL
ASTA HOLDINGS, CORP. (Asta, "the Company", our or "we") was incorporated under the laws of the State of Nevada on June 12, 2013 for the purpose of operating service in yacht maintenance, which includes but is not limited to yacht repairs and maintenance, refurbishing, winterizing, custom refinishing and modifications, interior customization and professional boat detailing first in Russian Federation and later, assuming available funds, in North America. Our registration statement has been filed with the Securities and Exchange Commission on December 31, 2013 and has been declared effective on March 31, 2014.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
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ITEM 1A. RISK FACTORS
As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We have not been involved in any legal proceeding since Inception (June 12, 2013) and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol AHDT. However, as at the date of the issuance of this report there have been no recorded market sales of our shares of common stock. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a companys operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
As of the date of this Annual report we had 31 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
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ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Our net loss for the fiscal year ended July 31, 2014 was $29,059 compared to a net loss of $331 for the period from Inception (June 12, 2013) to July 31, 2013. During fiscal year ended July 31, 2014, we generated $3,300 in revenue.
During the fiscal year ended July 31, 2014, we incurred expenses of $32,359 compared to $331 incurred during the period from Inception (June 12, 2013) to July 31, 2013.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2014 our current assets were $10,010 compared to $7,594 in current assets at July 31, 2013. As of July 31, 2014, our current liabilities were $10,100 compared to $425 in current liabilities at July 31, 2013.
Stockholders deficit was $90 as of July 31, 2014 compared to stockholders equity of $7,169 as of July 31, 2013.
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Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended July 31, 2014, net cash flows used in operating activities was $29,384. Net cash flows used in operating activities was $6 for the period from inception (June 12, 2013) to July 31, 2013. The variance between the two periods arises largely due to the increase in net loss between the two periods.
Cash Flows from (used in) Investing Activities
We neither generated cash from, nor used cash in investing activities during the year ended July 31, 2014 or the period from Inception (July 12, 2013) to July 31, 2013.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of shares of or common stock or by way of loan from our principal shareholder. For the year ended July 31, 2014, net cash flow from financing activities was $31,800, $21,800 was received from proceeds from the sale of shares of common stock and $10,000 by way of loan from our principal shareholder.
For the period from inception (June 12, 2013) to July 31, 2013, net cash provided by financing activities was $7,600,
$7,500 was received from proceeds from the sale of shares of common stock and $100 by way of loan from our principal shareholder.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our July 31, 2014 and July 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | F-1 |
Balance Sheets | F-2 |
Statements of Operations | F-3 |
Statement of Changes in Stockholders Equity (Deficit) | F-4 |
Statements of Cash Flows | F-5 |
Notes to Financial Statements | F-6 F-9 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Asta Holdings Corp.
14 Zelenaya Street, Ste. 20
Guryevsk, Russian Federation, 238300
We have audited the accompanying balance sheets of Asta Holdings Corp. as of July 31, 2014 and 2013 and the related statement of operations, changes in stockholders' equity (deficit) and cash flows for the year ended July 31, 2014 and the period from Inception (June 12, 2013) to July 31, 2013. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Asta Holdings Corp. as of July 31, 2014 and 2013 and the results of its operations and its cash flows for the year ended July 31, 2014 and the period from Inception (June 12, 2013) to July 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered losses from operations since Inception (June 12, 2013) and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Arvada, Colorado |
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September 26, 2014 | Cutler & Co. LLC |
F-1
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ASTA HOLDINGS, CORP. BALANCE SHEETS AUDITED | |||
| JULY 31, 2014 | JULY 31, 2013 | |
ASSETS |
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Current Assets |
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| Cash and cash equivalents | $ 10,010 | $ 7,594 |
| Total current assets | 10,010 | 7,594 |
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Total Assets | $ 10,010 | $ 7,594 | |
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LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | |||
Current Liabilities | |||
| Accounts payable | $ - | $ 325 |
| Loan from shareholder | 10,100 | 100 |
| Total current liabilities | 10,100 | 425 |
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Total Liabilities | 10,100 | 425 | |
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Stockholders Equity (Deficit) | |||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 9,680,000 shares issued and outstanding at July 31, 2014 and 7,500,000 at July 31, 2013, respectively | 9,680 | 7,500 |
| Additional paid-in-capital | 19,620 | - |
| Deficit accumulated during the development stage | (29,390) | (331) |
Total Stockholders Equity (Deficit) | (90) | 7,169 | |
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Total Liabilities and Stockholders Equity (Deficit) | $ 10,010 | $ 7,594 |
The accompanying notes are an integral part of these audited financial statements.
F-2
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ASTA HOLDINGS, CORP. STATEMENTS OF OPERATIONS (AUDITED) | |||
| Year ended July 31, 2014 | For the period from Inception (June 12, 2013) to July 31, 2013 | |
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Revenue | $ 3,300 | $ - | |
Operating Expenses |
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General and administrative | 32,359 | 331 | |
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Net loss from operations | (29,059) | (331) | |
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Net loss before tax | (29,059) | (331) | |
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Income taxes | - | - | |
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Net loss | $ (29,059) | $ (331) | |
Loss per common share Basic and Diluted | (0,00)* | (0.00)* | |
Weighted Average Number of Common Shares Outstanding-Basic and Diluted | 8,188,931 | 1,377,551 |
* denotes a loss of less than $(0.01) per share
The accompanying notes are an integral part of these audited financial statements.
F-3
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ASTA HOLDINGS, CORP. STATEMENTS OF CHANGES IN STOCKHOLDERSEQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION (JUNE 12, 2013) TO JULY 31, 2014 (AUDITED) | |||||
| Number of Common Shares | Amount | Additional Paid-in- Capital | Deficit accumulated during development stage | Total |
Balances at Inception (June 12, 2013) | - | $ - | $ - | $ - | $ - |
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Common shares issued for cash at $0.001 on July 22, 2013 | 7,500,000 | 7,500 | - | - | 7,500 |
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Net loss for the period ended July 31, 2013 | - | - | - | (331) | (331) |
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Balances as of July 31, 2013 | 7,500,000 | $ 7,500 | $ - | $ (331) | $ 7,169 |
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Common shares issued for cash at $0.01 in April 2014 | 2,180,000 | 2,180 | 19,620 |
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Net loss for the period ended July 31, 2014 | - | - | - | (29,059) | (29,059) |
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Balances as of July 31, 2014 | 9,680,000 | $ 9,680 | $ 19,620 | $ (29,390) | $ (90) |
The accompanying notes are an integral part of these audited financial statements.
F-4
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ASTA HOLDINGS, CORP. STATEMENTS OF CASH FLOWS (AUDITED) | ||||
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| Year ended July 31, 2014 | For the period from Inception (June 12, 2013) to July 31, 2013 | |
Operating Activities |
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| Net loss |
| $ (29,059) | $ (331) |
| Changes in operating assets and liabilities: |
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| Increase (decrease) in accounts payable |
| (325) | 325 |
| Net cash used in operating activities |
| (29,384) | (6) |
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Investing Activities |
| - | - | |
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Financing Activities |
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| Proceeds from sale of common stock |
| 21,800 | 7,500 |
| Proceeds from loan from shareholder |
| 10000 | 100 |
| Net cash provided by financing activities |
| 31,800 | 7,600 |
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Net increase (decrease) in cash and equivalents |
| 2,416 | 7,594 | |
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Cash and equivalents at beginning of the period |
| 7,594 | - | |
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Cash and equivalents at end of the period |
| $ 10,010 | $ 7,594 | |
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest |
| $ - | $ - |
| Taxes |
| $ - | $ - |
The accompanying notes are an integral part of these audited financial statements.
F-5
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ASTA HOLDINGS, CORP.
FOR THE YEAR ENDED JULY 31, 2014 AND
FOR THE PERIOD FROM INCEPTION (JUNE 12, 2013) THROUGH JULY 31, 2013
NOTE 1 - BASIS OF PRESENTATION
Organization and Description of Business
ASTA HOLDINGS, CORP. (the Company, we, us or our) was incorporated under the laws of the State of Nevada on June 12, 2013 (Inception). We are a Russia based company and operate a business in yacht maintenance, which includes but is not limited to yacht repairs and maintenance, refurbishing, winterizing, custom refinishing and modifications, interior customization and professional boat detailing in the Russian Federation. Since Inception (June 12, 2013) through July 31, 2014 the Company has generated $3,300 in revenue and has accumulated losses of $29,390.
Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (June 12, 2013) resulting in an accumulated deficit of $29,390 as of July 31, 2014 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Companys ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, private placement of common stock.
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 July 31 fiscal year end.
Development Stage Company
The Company is in the development stage as defined under the then current Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915-205 Development-Stage Entities, and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders equity and cash flows disclosed activity since the date of our inception (December 20, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements.
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.
F-6
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2014 and 2013 the Company's bank deposits did not exceed the insured amounts.
Financial Instruments
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (ASC) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs which reflect a reporting entitys own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The recorded amounts of financial instruments, including cash, accounts payable and loan from shareholder approximate their market values as of July 31, 2014 due to the short term maturities of these financial instruments.
Impairment of Long-Lived Assets
The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
F-7
15
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, Revenue Recognition ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Advertising Costs
The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the year ended July 31, 2014 or the period from June 12, 2013 (Inception) to July 31, 2013.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718,Compensation Stock Compensation, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options
As of July 31, 2014 the Company has not issued any stock-based payments to its employees.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potential dilutive debt or equity instruments were issued or outstanding during any of the periods presented in these financial statements.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Recent accounting pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.
F-8
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NOTE 2 COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share.
On July 22, 2013 the Company issued 7,500,000 shares of its common stock at $0.001 per share for total proceeds of $7,500.
In April 2014, the Company issued 2,180,000 shares of its common stock at $0.01 per share for total proceeds of $21,800.
As of July 31, 2014, the Company has 9,680,000 shares issued and outstanding.
NOTE 3 INCOME TAXES
As of July 31, 2014 the Company had net operating loss carry forwards of $29,390 that may be available to reduce future years taxable income through 2034. 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 100% valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 4 RELATED PARTY TRANSACTIONS
In support of the Companys efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As of July 31, 2014, the Company had a loan outstanding with the Companys shareholder in the amount of $10,100 and $100 as of July 31, 2013. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 5 SUBSEQUENT EVENTS
The Company has evaluated subsequent events from July 31, 2014 through the date the financial statements were available to be issued on September 26 , 2014 and has determined that there are no items to disclose.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
The director and Officer currently serving our Company is as follows:
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Uladzimir Astafurau (1) |
| 27 |
| President, Treasurer, Director, Secretary |
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(1) c/o Asta Holdings, Corp., 14 Zelenaya Street, Ste. 20 Guryevsk, Russian Federation, 238300
The director named above will serve until the next annual meeting of the stockholders or until his respective resignation or removal from office. Thereafter, director is anticipated to be elected for one-year terms at the annual stockholders meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
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Uladzimir Astafurau
Mr. Astafurau has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on June 12, 2013. Mr. Astafurauss qualifications to serve on our Board of Directors are primarily based on his nearly four years of experience as a marine engineer, his business experience and qualifications with vessel maintenance services, his entrepreneurial desire to start Asta Holdings, Corp. as a new business. As a marine engineer of Plus Vessel, Ltd. Mr. Astafurau brings to Asta Holdings, Corp. experience in yacht maintenance services that is at the heart of Astas business plan.. Due to Mr. Astafuraus experience and background in the yacht maintenance industry, it was decided that Mr. Uladzimir Astafrau should serve as a director of the Company.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
Other than our director, we do not expect any other individuals to make a significant contribution to our business.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last three fiscal years ending July 31, 2014 for each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
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Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Uladzimir Astafurau (1) | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1) Serves as President, Treasurer, sole Director and Officer.
We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
None of our directors have received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to our directors serving on our board of directors.
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CHANGE OF CONTROL
As of July 31, 2014, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of July 31, 2014 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.
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Title of Class | of Beneficial Owner | Owned Beneficially | Percent of Class Owned |
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Common Stock: | Mr. Uladzimir Astafurau President, Treasurer, Director and Secretary (1) |
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| 77.48 | % |
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All executive officers and directors as a group (1 person) |
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| 77.48 | % |
(1) c/o Asta Holdings, Corp., 14 Zelenaya Street, Ste. 20 Guryevsk, Russian Federation, 238300
The percent of class is based on 9,680,000 shares of common stock issued and outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 22, 2013, we offered and sold 7,500,000 shares of common stock to Uladzimir Astafurau, our President, Treasurer, sole Director and Secretary at a purchase price of $0.001 per share, for aggregate proceeds of $7,500.
As of July 31, 2014, Uladzimir Astafurau, the Companys President, Treasurer, sole Director and Secretary had advanced $10,100 to the Company. This amount is payable upon demand, unsecured, non-interest bearing, has no term.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended July 31, 2014, we incurred approximately $7,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for the period from June 2012 (Inception) to July 31, 2013 and for the reviews of our financial statements for the quarters ended October 30, 2013, January 31, 2014 and April 30, 2014.
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS |
| XBRL Instance Document* |
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101.SCH |
| XBRL Taxonomy Extension Schema Document* |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document* |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document* |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document* |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document* |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASTA HOLDINGS, CORP. |
Dated: September 29, 2014 | By: /s/ Uladzimir Astafurau |
| Uladzimir Astafurau, President and Chief Executive Officer and Chief Financial Officer |
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