Attached files
As filed with the Securities and Exchange Commission on May 8, 2015
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
UVIC INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
30-0796392
(IRS Employer Identification Number)
7372
(Primary Standard Industrial Classification Code Number)
2235 E. Flamingo Rd., #100G
Las Vegas, NV 89119
Tel. 702-608-4543
Email: uvicinc@gmail.com
(Address and telephone number of principal executive offices)
INCORP SERVICES, INC.
2360 CORPORATE CIRCLE, STE. 400
HENDERSON, NEVADA 89074-7722
Tel. (702) 740-4244
(Name, address and telephone number of agent for service)
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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Offering Aggregate
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2) Price Fee
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Common Stock 7,000,000 $0.01 $70,000 $8.13
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(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.
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 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.
UVIC INC.
7,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE
This is the initial offering of common stock of Uvic Inc. and no public market
currently exists for the securities being offered. We are registering for sale a
total of 7,000,000 shares of common stock at a fixed price of $0.01 per share to
the general public in best efforts offering. We estimate our total offering
registration costs to be approximately $8,000. 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,
Iuldashkhan Umurzakov, will attempt to sell the shares. We are making this
offering without the involvement of underwriters or broker-dealers.
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. Mr. Umurzakov will sell all the shares registered herein. In
offering the securities on our behalf, he will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities and
Exchange Act of 1934. The shares will be offered at a fixed price of $0.01 per
share for a period of one hundred and eighty (180) days from the effective date
of this prospectus. The offering shall terminate on the earlier of (i) when the
offering period ends (180 days from the effective date of this prospectus), (ii)
the date when the sale of all 7,000,000 shares is completed, (iii) 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 7,000,000 shares
registered under the Registration Statement of which this Prospectus is part.
Uvic Inc. is a development stage company and has recently started its
operations. To date we have been involved primarily in organizational
activities. We do not have sufficient capital to commence operations. Any
investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford the loss of your investment. Our
independent registered public accountant has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
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 are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 12 BEFORE BUYING ANY
SHARES OF UVIC INC.'S COMMON STOCK.
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.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED __________, 2015
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 12
USE OF PROCEEDS 13
DETERMINATION OF OFFERING PRICE 13
DILUTION 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 14
DESCRIPTION OF BUSINESS 20
LEGAL PROCEEDINGS 22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 23
EXECUTIVE COMPENSATION 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26
PLAN OF DISTRIBUTION 27
DESCRIPTION OF SECURITIES 29
INDEMNIFICATION 30
INTERESTS OF NAMED EXPERTS AND COUNSEL 30
EXPERTS 30
LEGAL MATTERS 31
AVAILABLE INFORMATION 31
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 31
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.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "UVIC INC." REFERS TO UVIC INC. THE FOLLOWING SUMMARY 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.
UVIC INC.
Uvic Inc. was incorporated in Nevada on August 21, 2013. We are development
stage company and intend to commence operations in the business of developing a
web catalog integrated within the inventory count of any kind of shops aimed at
all sorts of customers willing to acquire goods of any purpose. Our catalog is
about to be based on the website platform demonstrating the availability of
different goods intended for different purposes. The website mentioned above
will permit the end commercial customers to order, purchase, or to put a hold on
the goods in the shop itself. We intend to engage in business activity, however,
there is no assurance that we will be successful in developing our marketable
product.
We intend to use the net proceeds from this offering to develop our business
operations (See "Description of Business" and "Use of Proceeds"). To implement
our plan of operations we require a minimum of $27,000 for the next twelve
months as described in our Plan of Operations. There is no assurance that we
will generate any revenue in the first 12 months after completion our offering
or ever generate any revenue.
Being a development stage company, we have very limited operating history. If we
do not generate any revenue we may need a minimum of $10,000 of additional
funding to pay for ongoing SEC filing requirements. We do not currently have any
arrangements for additional financing. Our principal executive offices are
located at 2235 E. Flamingo Rd., #100G, Las Vegas, NV 89119. Our phone number is
702-608-4543.
From inception (August 21, 2013) until the date of this filing, we have had
limited operating activities. On February 24, 2015 we signed the Service
Agreement. Our financial statements from inception (August 21, 2013) through
March 31, 2015, reports 1,307 of revenue and a net loss of $1,594. Our
independent registered public accounting firm has issued an audit opinion for
Uvic Inc., which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. To date, we have established our
company, developed our business plan, signed the Service Agreement, dated
February 24, 2015, researching the market and are looking for additional
potential clients.
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.
Proceeds from this offering are required for us to proceed with your business
plan over the next twelve months. We require minimum funding of approximately
$27,000 to conduct our proposed operations and pay all expenses for a minimum
period of one year including expenses associated with this offering and
maintaining a reporting status with the SEC. If we are unable to obtain minimum
funding of approximately $27,000, our business may fail. Since we are presently
in the development stage of our business, we can provide no assurance that we
will successfully sell any products or services related to our planned
activities.
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THE OFFERING
The Issuer: UVIC INC.
Securities Being Offered: 7,000,000 shares of common stock.
Price Per Share: $0.01
Duration of the Offering: The shares will be offered for a period of one
hundred and eighty (180) days from the effective
date of this prospectus. The offering shall
terminate on the earlier of (i) when the offering
period ends (180 days from the effective date of
this prospectus), (ii) the date when the sale of
all 7,000,000 shares is completed, (iii) 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 7,000,000
shares registered under the Registration Statement
of which this Prospectus is part.
Gross Proceeds: $70,000
Securities Issued and
Outstanding: There are 7,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held by our sole officer and director, Iuldashkhan
Umurzakov. If we are successful at selling all the
shares in this offering, we will have 14,000,000
shares issued and outstanding.
Subscriptions: All subscriptions once accepted by us are
irrevocable.
Registration Costs: We estimate our total offering registration costs
to be approximately $8,000.
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.
There is no assurance that we will raise the full $70,000 as anticipated and
there is no guarantee that we will receive any proceeds from the offering.
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SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from August 21, 2013 (Inception) to March 31, 2015:
FINANCIAL SUMMARY
March 31, 2015 ($)
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(Audited)
Cash and Deposits 3,507
Total Assets 6,157
Total Liabilities 751
Total Stockholder's Equity 5,406
STATEMENT OF OPERATIONS
Accumulated From
August 21, 2013
(Inception) to
March 31, 2015 ($)
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(Audited)
Revenue 1,307
Total Expenses 2,901
Net Loss for the Period (1,594)
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 RELATED TO OUR BUSINESS
BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN, THERE IS A SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.
WE MAY CONTINUE TO LOSE MONEY, AND IF WE DO NOT ACHIEVE PROFITABILITY, WE MAY
NOT BE ABLE TO CONTINUE OUR BUSINESS.
We are company with limited operations, have incurred expenses and have losses.
In addition, we expect to continue to incur significant operating expenses. As a
result, we will need to generate significant revenues to achieve profitability,
which may not occur. We expect our operating expenses to increase as a result of
our planned expansion. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.
We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses
and cash flow, some of which could be significant. Results of operations will
depend upon numerous factors, some beyond our control, including regulatory
actions, market acceptance of our products and services, new products and
service introductions, and competition.
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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 necessary to complete our intended
operations. We need the proceeds from this offering to start our operations as
described in the "Plan of Operation" section of this prospectus. As of March 31,
2015, we had cash in the amount of $3,507 and liabilities of $751. As of this
date, we have no income and just recently started our operation. The proceeds of
this offering may not be sufficient for us to achieve revenues and profitable
operations. We need additional funds to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. There is no assurance that any
additional financing will be available or if available, on terms that will be
acceptable to us.
We require minimum funding of approximately $27,000 to conduct our proposed
operations for a period of one year. If we are not able to raise this amount, or
if we experience a shortage of funds prior to funding we may utilize funds from
Iuldashkhan Umurzakov, 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. Umurzakov has no formal commitment, arrangement
or legal obligation to advance or loan funds to the company. After one year we
may need additional financing. If we do not generate any revenue we may need a
minimum of $10,000 of additional funding to pay for ongoing SEC filing
requirements. We do not currently have any arrangements for additional
financing.
If we are successful in raising the funds from this offering, we plan to
commence activities to continue our operations. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to continue our
business plan according to our plan of operations.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were incorporated on August 21, 2013 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. 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 LIMITED SALES AND MARKETING EXPERIENCE, WHICH INCREASES THE RISK THAT
OUR BUSINESS WILL FAIL.
We have no experience in the social media or internet industries, and have only
nominal sales and marketing experience. Our future success will depend, among
other factors, upon whether our services can be sold at a profitable price and
the extent to which consumers acquire, adopt, and continue to use them. There
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can be no assurance that our website will gain wide acceptance in its targeted
markets or that we will be able to effectively market our services.
ANY SIGNIFICANT DISRUPTION IN OUR WEB SERVICE COULD RESULT IN A LOSS OF
CUSTOMERS.
Our reputation and ability to attract, retain and serve our customers will be
dependent upon the reliable performance of the website, network infrastructure
and fulfillment processes (how we deliver services purchased by our customers).
Prolonged or frequent interruptions in any of these systems could make our web
catalog unavailable or unusable, which could diminish the overall attractiveness
of our subscription service to existing and potential customers.
OUR WEB CATALOG MAY BE DISPLACED BY NEWER TECHNOLOGY.
Internet technologies are undergoing rapid and significant technological change.
Other companies may succeed in developing or marketing technologies and products
that are more effective than those developed or marketed by us, or that would
make our product obsolete or non-competitive. Accordingly, our success will
depend, in part, on our ability to respond quickly to technological changes
through the development and introduction of new products. We may not have the
resources to do this. If our product candidates become obsolete and our efforts
to secure and develop new products do not result in any commercially successful
products, our sales and revenues will decline.
WE ARE IN A COMPETITIVE MARKET WHICH COULD IMPACT OUR ABILITY TO GAIN MARKET
SHARE WHICH COULD HARM OUR FINANCIAL PERFORMANCE. The business of niche of web
development is very competitive. Barriers to entry are relatively low, and we
face competitive pressures from companies anxious to join this niche. There are
a number of successful websites operated by proven companies that offer similar
niche services, which may prevent us from gaining enough market share to become
successful. These competitors have existing customers that may form a large part
of our targeted client base, and such clients may be hesitant to switch over
from already established competitors to our service. If we cannot gain enough
market share, our business and our financial performance will be adversely
affected.
SOME OF OUR COMPETITORS MAY BE ABLE TO USE THEIR FINANCIAL STRENGTH TO DOMINATE
THE MARKET, WHICH MAY AFFECT OUR ABILITY TO GENERATE REVENUES.
Some of our competitors may be much larger companies than us and very well
capitalized. They could choose to use their greater resources to finance their
continued participation and penetration of this market, which may impede our
ability to generate sufficient revenue to cover our costs. Their better
financial resources could allow them to significantly out spend us on research
and development, as well as marketing and production. We might not be able to
maintain our ability to compete in this circumstance
WE CANNOT GUARANTEE FUTURE CUSTOMERS. EVEN IF WE OBTAIN CUSTOMERS, THERE IS NO
ASSURANCE THAT WE WILL BE ABLE TO GENERATE A PROFIT. IF THAT OCCURS WE WILL HAVE
TO CEASE OPERATIONS.
We have not identified any customers and we cannot guarantee that we will be
able to attract future customers. Even if we obtain new customers for our
service, there is no guarantee that we will make a profit. If we are unable to
attract enough customers to operate profitably, we will have to suspend or cease
operations.
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BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT NUMBER OF CUSTOMERS 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 services 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 MORE THAN 50% OF OUR OUTSTANDING
COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE
DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Mr. Umurzakov, our sole officer and director, will own more than 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. Umurzakov may differ from the
interests of the other stockholders and may result in corporate decisions that
are disadvantageous to other shareholders.
WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY
MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.
Currently, we have only one employee who is also our sole officer and director.
We depend entirely on Iuldashkhan Umurzakov for all of our operations. The loss
of Mr. Umurzakov would have a substantial negative effect on our company and may
cause our business to fail. Mr. Umurzakov has not been compensated for his
services since our incorporation, and it is highly unlikely that he will receive
any compensation unless and until we generate substantial revenues. There is
intense competition for skilled personnel and there can be no assurance that we
will be able to attract and retain qualified personnel on acceptable terms. The
loss of Mr. Umurzakov's services could prevent us from completing the
development of our plan of operation and our business. In the event of the loss
of services of such personnel, no assurance can be given that we will be able to
obtain the services of adequate replacement personnel.
We do not have any employment agreements or maintain key person life insurance
policies on our officer and director. We do not anticipate entering into
employment agreements with him or acquiring key man insurance in the foreseeable
future.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM
ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US
TO CEASE OPERATIONS.
Iuldashkhan Umurzakov, our sole officer and director will only be devoting
limited time to our operations. He will be devoting approximately 20 hours a
week to our operations. Because our sole office and director 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 possible cessation of operations.
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OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Iuldashkhan Umurzakov, 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 that is reporting company with the Securities and
Exchange Commission. However, if we cannot operate successfully as a public
company, your investment may be materially adversely affected.
OUR EXECUTIVE OFFICERS DO NOT RESIDE IN THE UNITED STATES. THE U.S. STOCKHOLDERS
WOULD FACE DIFFICULTY
Our executive officers do not reside in the United States. The U.S. stockholders
would face difficulty in:
* effecting service of process within the United States on our officers;
* enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against the
officers;
* enforcing judgments of U.S. courts based on civil liability provisions
of the U.S. federal securities laws in foreign courts against our
officers; and
* bringing an original action in foreign courts to enforce liabilities
based on the U.S. federal securities laws against our officers.
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;
- provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
- 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
9
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 is $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 is $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
BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT
REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.
The offering price and other terms and conditions relative to the Company's
shares have been arbitrarily determined by us and do not bear any relationship
to assets, earnings, book value or any other objective financial criteria.
Additionally, as the Company was formed on August 21, 2013, and has only a
limited operating history with no earnings, the price of the offered shares is
not based on its past earnings, and no investment banker, appraiser, or other
independent third party, has been consulted concerning the offering price for
the shares or the fairness of the offering price used for the shares, as such
our stockholders may not be able to receive a return on their investment when
they sell their shares of common stock.
WE ARE SELLING 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. There is no guarantee
that he will be able to sell any of the shares. Unless he is successful in
receiving the proceeds in the amount of $70,000 from this offering, we may have
to seek alternative financing to implement our business plan.
THE REGULATION OF PENNY STOCKS BY THE 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
10
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.
OUR PRESIDENT, MR. UMURZAKOV DOES NOT HAVE ANY PRIOR EXPERIENCE OFFERING AND
SELLING SECURITIES , AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM 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. Umurzakov does not have any experience conducting a securities 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.
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, 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 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 to 60 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 Uvic 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.
The estimated cost of this registration statement is $8,000 which will be paid
from offering proceeds. If the offering proceeds are less than registration
cost, we will have to utilize funds from Iuldashkhan Umurzakov, our sole officer
and director, who has verbally agreed to loan the company funds to complete the
registration process. Mr. Umurzakov's verbal agreement to provide us loans for
registration costs is non- binding and discretionary. 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 will voluntarily continue reporting in the absence of an SEC
11
reporting obligation. 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 $10,000. 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 REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300
SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.
We will not register our common stock under Section 12(g) of the Securities
Exchange Act of 1934. Therefore, we will not be subject to the Commission's
proxy, tender offer, and short swing insider trading rules for Section 12
registrants and our obligation to file reports under Section 15(d) of the
Exchange Act will be automatically suspended if, on the first day of any fiscal
year (other than a fiscal year in which a registration statement under the
Securities Act has gone effective), we have fewer than 300 shareholders of
record. This suspension is automatic and does not require any filing with the
SEC. In such an event, we would only be required to file an annual report for
the twelve months after this prospectus is declared effective by the SEC.
Accordingly, we may cease providing periodic reports and current or periodic
information, including operational and financial information, may not be
available with respect to our results of operations. If our obligation to file
reports under Section 15(d) is suspended it may decrease our common stock's
liquidity, if any, affecting your ability to resell our common stock.
THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES
FOR VARIOUS CONSIDERATIONS IN THE FUTURE.
Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 7,000,000 shares are
currently issued and outstanding. If we sell the 7,000,000 shares being offered
in this offering, we would have 14,000,000 shares issued and outstanding. As
discussed in the "Dilution" section below, the issuance of the shares of common
stock described in this prospectus will result in substantial dilution in the
percentage of our common stock held by our existing shareholders. 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 our investors,
and might have an adverse effect on any trading market for our common stock.
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.
12
USE OF PROCEEDS
Our offering is being made on a self-underwritten and "best-efforts" basis: no
minimum number of shares must be sold in order for the offering to proceed. The
offering price per share is $0.01. The following table sets forth the uses of
proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities
offered for sale by the Company. There is no assurance that we will raise the
full $70,000 as anticipated and there is no guarantee that we will receive any
proceeds from the offering.
If 50% If 75% If 100%
shares sold shares sold shares sold
Description Fees Fees Fees
----------- ---- ---- ----
GROSS PROCEEDS 35,000 52,500 70,000
Offering expenses 8,000 8,000 8,000
NET PROCEEDS 27,000 44,500 62,000
SEC reporting and compliance 10,000 10,000 10,000
Office Leasing 3,000 3,000 3,000
Establishing an Office 2,000 3,000 4,000
Equipment 2,000 4,500 6,000
Website Development 2,000 6,000 9,000
Marketing 3,000 8,000 15,000
Staff 5,000 10,000 15,000
The above figures represent only estimated costs. The estimated cost of this
registration statement is $8,000 which will be paid from offering proceeds. If
the offering proceeds are less than registration costs, Iuldashkhan Umurzakov,
our president and director, has verbally agreed to loan the Company funds to
complete the registration process. Mr. Umurzakov's verbal agreement to provide
us loans for registration costs is non- binding and discretionary. 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 when and if our common stocks
become eligible for trading on the Over-the-Counter Bulletin Board. Mr.
Umurzakov will not be paid any compensation or anything from the proceeds of
this offering. There is no due date for the repayment of the funds advanced by
Mr. Umurzakov. Mr. Umurzakov will be repaid from revenues of operations if and
when we generate revenues to pay the obligation.
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
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 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 stockholder.
13
The historical net tangible book value as of March 31, 2015 was $5,406 or
approximately $0.0007 per share. Historical net tangible book value per share of
common stock is equal to our total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding as of March 31,
2015.
The following table sets forth as of March 31, 2015, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
50%, 75% or 100% of the offering, after deduction of offering expenses payable
by us, assuming a purchase price in this offering of $0.01 per share of common
stock.
Percent of Shares Sold from Maximum
Offering Available 50% 75% 100%
Offering price per share 0.01 0.01 0.01
Post offering net tangible book value 32,406 49,906 67,406
Post offering net tangible book value
per share 0.0031 0.0041 0.0048
Pre-offering net tangible book value
per share 0.0008 0.0008 0.0008
Increase (Decrease) in net tangible book
value per share after offering 0.0023 0.0033 0.0040
Dilution per share 0.0077 0.0067 0.0060
% dilution 77% 67% 60%
Capital contribution by purchasers of shares 27,000 44,500 62,000
Capital Contribution by existing stockholders 7,000 7,000 7,000
Percentage capital contributions by
purchasers of shares 79.41% 86.41% 89.86%
Capital Contribution by existing stockholders
stockholders 20.59% 13.59% 10.14%
Gross offering proceeds 35,000 52,500 70,000
Anticipated net offering proceeds 27,000 44,500 62,000
Number of shares after offering held by
public investors 3,500,000 5,250,000 7,000,000
Total shares issued and outstanding 10,500,000 12,250,000 14,000,000
Purchasers of shares percentage of ownership
after offering 33.33% 42.86% 50.00%
Existing stockholders percentage of ownership
after offering 66.67% 57.14% 50.00%
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
14
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;
* provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* 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 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 is $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 is $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.
Our cash balance is $3,507 as of March 31, 2015. We believe our cash balance is
not sufficient to fund our operations for any period of time. We have been
utilizing and may utilize funds from Iuldashkhan Umurzakov, our Chairman and
President, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees. As of March 31, 2015, Mr.
Umurzakov has advanced to us $751. Mr. Umurzakov, however, has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to implement our plan of operations for the next twelve month
period, we require a minimum of $27,000 of funding from this offering. Being a
development stage company, we have very limited operating history we do not
currently have any arrangements for additional financing. Our principal
executive offices are located at 2235 E. Flamingo Rd., #100G, Las Vegas, NV
89119. Our phone number is 702-608-4543.
We are a development stage company and have generated no revenue to date. Our
full business plan entails activities described in the Plan of Operation section
below. Long term financing beyond the maximum aggregate amount of this offering
may be required to expand our business. The exact amount of funding will depend
15
on the scale of our development and expansion. We do not currently have planned
our expansion, and we have not decided yet on the scale of our development and
expansion and on exact amount of funding needed for our long term financing. If
we do not generate any revenue we may need a minimum of $10,000 of additional
funding at the end of the twelve month period described in our "Plan of
Operation" below to maintain a reporting status.
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.
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. Even if we
raise $70,000 from this offering, we may need more funds for ongoing business
operations after the first year, and would have to obtain additional funding.
PLAN OF OPERATION
We were incorporated in the State of Nevada on August 21, 2013. We have never
declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. Since incorporation, we have not
made any significant purchase or sale of assets. We are a development stage
company that has not generated any revenue and just recently started our
operations. If we are unable to successfully find clients who will use our
service, we may quickly use up the proceeds from this offering.
Our business consists of developing a web catalog integrated within the
inventory count of any kind of shops aimed at all sorts of customers willing to
acquire goods of any purpose. On February 24, 2015 we signed the Service
Agreement. We plan to offer our web catalog to our potential clients mostly in
United States. However, there is no assurance that we will be successful in
developing our marketable product.
We intend to spend money on research and development when our business plan is
complete in order to develop web catalog. We do not expect to purchase or sell
plant or significant equipment. Further we do not expect significant changes in
the number of employees.
Our plan of operations is as follows:
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days 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. Upon completion of our public offering, our specific goal is to profitably
sell our services. Our plan of operations following the completion is as
follows.
16
OFFICE LEASING
Time Frame: 1st-12th months
$3,000
We are leasing the office at 2235 E. Flamingo Rd., #100G, Las Vegas, NV 89119
since November 8, 2014. Our yearly leasing fees are approximately $3,000.
ESTABLISHING THE OFFICE
Time Frame: 1st-3d months
$2,000-4,000
We require the necessary equipment to continue our operations. We plan to
purchase office equipment and furniture. We believe that it will cost us at
least $2,000 to set up office and obtain the necessary equipment and stationery
to continue operations. If we sell 75% of the shares offered we intend to buy
better equipment with advanced features that will cost us approximately $3,000.
In the event we sell all of the shares offered we plan to buy additional and
more advanced equipment that will help us in everyday operations; therefore the
office set up cots will be approximately $4,000.
EQUIPMENT
Time Frame: 4th-6th months
$2,000-6,000
We intend to purchase the professional equipment. We had already bought one PC
as asset for our daily operatons and we plan to buy more additional PCs with
advanced features. We also intend to buy one server and computer hub. We intend
to spend $2,000 minimum for the equipment and in case we sell 50%, 75% and 100%
of the shares we will buy better equipment. It will cost about $4,000, $4,500
and $5,000 accordingly.
WEBSITE DEVELOPMENT
Time Frame: 1st-12th months
$2,000-9,000
We intend to develop our web-catalog and to research new system opportunities.
We plan to create website with using different software platforms. We are going
to develop programming code and order the webdesign for specific templates. We
plan to buy professional software for programming our web catalog. We plan to
buy advanced licenses for multiple workstations in order to support business
growth and development. Our director will be responsible for programming. We
plan to spend minimum $2,000. As of the date of this prospectus we have not yet
identified or registered any domain names for our website. We have a written
agreement with the freelance web designer only.
MARKETING
Time Frame: 6th-12th months
$3,000-15,000
We plan to use online marketing, direct sales, presentations as the marketing
instruments. We intend to use marketing strategies, such as web advertisements,
social communities marketing, direct mailing, and phone calls to acquire
potential customers. We believe that the key marketing strategy for our type of
business is online marketing. We intend to spent $3,000 minimum.
17
STAFF
Time Frame: 6th-12th months
$5,000-15,000
We plan to work with freelance photographers, models, and web-designers. We also
intend to hire a salesperson that will be responsible for our sales and finding
new clients for our company. In case we sell 75% and 100% of the shares we plan
to hire more professional staff.
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD
The following provides an overview of our estimated expenses to fund our plan of
operation over the next twelve months.
If 50% If 75% If 100%
shares sold shares sold shares sold
Description Fees Fees Fees
----------- ---- ---- ----
GROSS PROCEEDS 35,000 52,500 70,000
Offering expenses 8,000 8,000 8,000
NET PROCEEDS 27,000 44,500 62,000
SEC reporting and compliance 10,000 10,000 10,000
Office Leasing 3,000 3,000 3,000
Establishing an Office 2,000 3,000 4,000
Equipment 2,000 4,500 6,000
Website Development 2,000 6,000 9,000
Marketing 3,000 8,000 15,000
Staff 5,000 10,000 15,000
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 the start-up stage of 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 shareholder.
RESULTS OF OPERATIONS
FROM INCEPTION ON AUGUST 21, 2013 TO MARCH 31, 2015
During the period we incorporated the company, prepared a business plan and
signed the Servise Agreement, dated February 24, 2015. Our loss since inception
18
is $1,594. We have just recently started our business operations, however, will
not start significant operations until we have completed this offering.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2015, the Company had $3,507 cash and our liabilities were $751,
comprising $751 owed to Iuldashkhan Umurzakov, our sole officer and director. As
of March 31, 2015 our cash balance was $3,223. Our current monthly cash usage is
roughly $833 a month. The amount of time our present capital will last at this
rate is approximately four months. The available capital reserves of the Company
are not sufficient for the Company to remain operational. We require minimum
funding of approximately $27,000 to conduct our proposed operations and pay all
expenses for a minimum period of one year including expenses associated with
this offering and maintaining a reporting status with the SEC.
Since inception, we have sold 7,000,000 shares of common stocks to our sole
officer and director, at a price of $0.001 per share, for net proceeds of
$7,000.
We are attempting to raise funds to proceed with our plan of operations. We will
have to utilize funds from Iuldashkhan Umurzakov, our sole officer and director,
who has verbally agreed to loan the company funds to complete the registration
process if offering proceeds are less than registration costs. However, Mr.
Umurzakov has no formal commitment, arrangement or legal obligation to advance
or loan funds to the company. Mr. Umurzakov's verbal agreement to provide us
loans for registration costs is non- binding and discretionary. To proceed with
our operations within 12 months, we need a minimum of $27,000. We cannot
guarantee that we will be able to sell all the shares required to satisfy our 12
month financial requirements. 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 at least the minimum funds necessary to
proceed with our plan of operations. In the long term we may need additional
financing. We do not currently have any arrangements for additional financing.
Obtaining additional funding will be subject to a number of factors, including
general market conditions, investor acceptance of our business plan and initial
results from our business operations. These factors may impact the timing,
amount, terms or conditions of additional financing available to us. There is no
assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
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 $10,000.
The Company 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.
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Should the Company fail to raise a minimum of $27,000 under this offering the
Company would be forced to scale back or abandon the implementation of its
12-month plan of operations.
DESCRIPTION OF BUSINESS
IN GENERAL
We intend to develop a web catalog integrated within the inventory count of any
kind of shops aimed at all sorts of customers willing to acquire goods of any
purpose. Our catalog is about to be based on the website platform demonstrating
the availability of different goods intended for different purposes. The website
mentioned above will permit the end commercial customers to order, purchase, or
to put a hold on the goods in the shop itself. We plan to provide the customers
with the uptodate information concerning available goods and second, the
onlineshop service will be offered, as an optional one. For instance, the end
commercial customer will be able to put a hold on the goods in a shop using our
web catalog . These goods will be automatically marked as "hold on/suspended",
so the user will only need to go to the shop to pay for the goods he chose.
Also, we plan to develop a mobile application with all the functions of the
website.
Our principal office address is located at 2235 E. Flamingo Rd., #100G, Las
Vegas, NV 89119. Our telephone number is 702-608-4543. Our plan of operation is
forward-looking and there is no assurance that we will ever reach profitable
operations. We are a development stage company and have not earned any revenue.
It is likely that we will not be able to achieve profitability and would be
forced to cease operations due to the lack of funding.
BUSINESS MODEL DESCRIPTION
We consider creating a web platform in a form of a web catalog to distribute
various goods aimed at different categories of the end commercial users. Our
principal incomes are planned to be advertising collaterals (the information
about the shops listed in our catalog). In turn we propose special services,
divided into the following stages:
PREPARATORY.
This stage is meant to organize preparatory work with our clients before placing
the articles of merchandize into our catalog. To carry out this stage we
formulate a proposal which meets the expectations of our clients on how to
promote their goods with the help of our catalog.
DEALING WITH ARTICLES OF MERCHANDIZE.
Soon after the items of commerce are selected, we plan to offer a professional
photoshoot of the goods and 3d visualisation. We look forward to working with
modeling agencies to have professional models involved, in cases where
photoshoots of clothes are required.
DESIGN AND THE WEB PAGE
When the photographs are made we resolve photo editing and 3d rigging. After
this work is complete, the web page of a particular shop is designed and placed
into our web catalog. Every shop has its own system of inventory procedures,
monitoring of stock balans, sales or pricing. We purpose of integrating those
inventory systems into the one of our web catalog.
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LAUNCH
After all the stages mentioned above are all complete, our client will be able
to possess a prepared web page where a commercial user may access the goods of
our client listed in the catalog.
CLIENTS
We mainly aim at B2B market, at companies willing to have their goods presented
on the Internet. Goods in mass demand are planned to be presented on our
website. We think of dividing the clients into the following categories:
- COMPANIES without the websites of their own, but willing to have their
goods presented on the Internet. To the present date, there are many
companies which do not have their website designed but they already
have strong need to be promoted via world wide web. Thus, our web
catalog is meant to be a starting point of their promotion and
success.
- COMPANIES possessing a website of their own but willing to expand
their presence on the Internet. Some companies need additional
presence of their goods on the Internet. We plan to include the
information about goods of such clients into our catalog.
- TRADE CENTERS OR SINGLEPURPOSE SHOPS. Many trade centers may place the
information concerning particular boutiques within mentioned trade
centers and the goods they sell.
- PRIVATE PERSONS. People willing to use our services of the onlineshop
to order goods with delivery.
MARKETING AND ADVERTISING
We plan to conduct an active marketing campaign to promote our web catalog. Our
marketing strategy follows the next steps:
- SEARCH ENGINE OPTIMIZATION (SEO). We plan to pay great attention to
online promotion of our catalog. We target to promote our web catalog
to the first lines of search results at websites as Google.com,
Yahoo.com, Aol. com, Bing.com, Ask.com.
- SOCIAL NETWORKS. We plan to promote our web catalog in different
social networks, for instance, Facebook, Twitter or Instagram.
- PRESENTATIONS AND EXHIBITIONS. We offer participation in different
exhibitions and conferences dedicated to web technologies. Moreover,
we intend to participate in displays of those goods which might be
included in our web catalog.
- DIRECT SALES. We may offer placing goods into our catalog through
direct sales. We intend to hire sale managers whose task is make phone
calls and arrange appointments with our target clients.
COMPETITION
As to the present date, there are many companies with similar services. There
are the few barriers of entry in the business and level of competition is
extremely high. We think that our main competitive advantage is a possibility to
integrate inventory systems of shops into our web catalog. We intend to focus
our forces on the specific needs related to our potential clients.
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REVENUE
Our principal income is planned to be based on the following grounds:
1. Selling of advertising spaces.
2. Commission fees for the sales on our web catalog platform.
3. Additional services such as a custom design of a web page of a
particular shop, absence of rivals' advertisements on the web page of
a shop, etc.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees. Iuldashkhan
Umurzakov, our sole officer and director, in a non-employee officer and director
of the Company. We intend to hire employees on an as needed basis.
OFFICES
Our business office is located at 2235 E. Flamingo Rd., #100G, Las Vegas, NV
89119. We are leasing this office since November 2014. Our telephone number is
702-608-4543.
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules, and directives of
governmental authorities and agencies applicable to our business in any
jurisdiction which we would conduct activities. We do not believe that
regulation will have a material impact on the way we conduct our business.
LEGAL PROCEEDINGS
During the past ten years, none of the following occurred with respect to the
President of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the SEC or the
commodities futures trading commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Iuldashkhan Umurzakov 39 President, Treasurer, Secretary and
2235 E. Flamingo Rd., #100G Director (Principal Executive, Financial
Las Vegas, NV 89119 and Accounting Officer)
Iuldashkhan Umurzakov has acted as our President, Treasurer, Secretary and sole
Director since we incorporated on August 21, 2013. Mr. Umurzakov owns 100% of
the outstanding shares of our common stock. As such, it was unilaterally decided
that Mr. Umurzakov was going to be our sole President, Chief Executive Officer,
Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and
sole member of our board of directors. Mr. Umurzakov graduated from Kyrgyz
National University named after Jusup Balasagyn, Faculty of mathematics,
informatics and cybernetics in 1996. Since 1996 till 2001 he worked such as
system administrator in LLC "Kyrgcomservice". He was responsible for computer
system support and IT programming. He established his own web-studio as a sole
proprietor "IulUm & Partners" in 2001. The web-studio has been developing
corporate websites, blogs, web platforms. For the last 5 years Mr. Umurzakov has
been freelance web developer. We believe that Mr. Umurzakov's specific
experience, qualifications and skills will enable to develop our web catalog.
During the past ten years, Mr. Umurzakov has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Umurzakov was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Umurzakov's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the
right to engage in any activity described in paragraph (f)(3)(i) of
this section, or to be associated with persons engaged in any such
activity;
6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has
not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation;
or
ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
23
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26))), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
TERM OF OFFICE
Our Director 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.
DIRECTOR INDEPENDENCE
Our Board of Directors is currently composed of one member, Iuldashkhan
Umurzakov, who does not qualify as an independent director in accordance with
the published listing requirements of the NASDAQ Global Market. The NASDAQ
independence definition includes a series of objective tests, such as that the
director is not, and has not been for at least three years, one of our employees
and that neither the director, nor any of his family members has engaged in
various types of business dealings with us. In addition, our board of directors
has not made a subjective determination as to each director that no
relationships exist which, in the opinion of our board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is required
by the NASDAQ rules. Had our Board of Directors made these determinations, our
board of directors would have reviewed and discussed information provided by the
directors and us with regard to each director's business and personal activities
and relationships as they may relate to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our Executive Officer from inception on August
21, 2013 until March 31, 2015:
24
SUMMARY COMPENSATION TABLE
Non-Equity
Name and Stock Option Incentive Plan All Other All Other
Principal Salary Bonus Awards Awards Compensation Compensation Compensation Total
Position Period ($) ($) ($) ($) ($) ($) ($) ($)
-------- ------ ------ ----- ------ ------ ------------ ------------ ------------ -----
Iuldashkhan August 21, -0- -0- -0- -0- -0- -0- -0- -0-
Umurzakov, 2013 to
President, March 31,
Secretary and 2015
Treasurer
There are no current employment agreements between the Company and its Officer.
Mr. Umurzakov currently devotes approximately twenty hours per week to manage
the affairs of the Company. He has agreed to work with no remuneration until
such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the period From
Inception (August 21, 2013) to March 31, 2015:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Iuldashkhan -0- -0- -0- -0- -0- -0- -0-
Umurzakov
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Iuldashkhan Umurzakov will not be paid for any underwriting services that he
performs on our behalf with respect to this offering.
Other than Mr. Umurzakov' purchase of founders shares from the Company as stated
below, there is nothing of value (including money, property, contracts, options
or rights of any kind), received or to be received, by Mr. Umurzakov, directly
or indirectly, from the Company.
25
On November 27, 2014, we issued a total of 7,000,000 shares of restricted common
stock to Iuldashkhan Umurzakov, our sole officer and director in consideration
of $7,000. Further, Mr. Umurzakov has advanced funds to us. As of March 31,
2015, Mr. Umurzakov has advanced to us $751. Mr. Umurzakov will not be repaid
from the proceeds of this offering. There is no due date for the repayment of
the funds advanced by Mr. Umurzakov. Mr. Umurzakov 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. Umurzakov does not bear interest. There is no written
agreement evidencing the advancement of funds by Mr. Umurzakov or the repayment
of the funds to Mr. Umurzakov. The entire transaction was oral. We have a verbal
agreement with Mr. Umurzakov that, if necessary, he will loan the company funds
to complete the registration process.
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 (1) November 27, 2014 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 Iuldashkhan Umurzakov 7,000,000 shares 100%
2235 E. Flamingo Rd., #100G, of common stock
Las Vegas, NV 89119 (direct)
(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 of November 27,
2014, there were 7,000,000 shares of our common stock issued and outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 7,000,000 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. Such shares can only be sold after six
months provided that the issuer of the securities is, and has been for a period
of at least 90 days immediately before the sale, subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act. 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.
26
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.
PLAN OF DISTRIBUTION
We are registering 7,000,000 shares of our common stock for sale at the price of
$0.01 per share.
This is a self-underwritten offering, and Mr. Umurzakov, our sole officer and
director, will sell the shares directly to family, friends, business associates
and acquaintances, with no commission or other remuneration payable to him for
any shares they may sell. There are no plans or arrangements to enter into any
contracts or agreements to sell the shares with a broker or dealer. In offering
the securities on our behalf, he will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
Mr. Umurzakov will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions, as noted herein, under which a person associated with an
Issuer may participate in the offering of the Issuer's securities and not be
deemed to be a broker-dealer:
1. Our sole officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
2. Our sole officer and director will not be compensated in connection
with his participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
3. Our sole officer and director is not, nor will he be at the time of
his participation in the offering, an associated person of a
broker-dealer; and
4. Our sole officer and director meets the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily
perform, or intend primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) he is not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) has not participated in selling
and offering securities for any issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Under Paragraph 3a4-1(a)(4)(iii), our sole officer and director must
restricts his participation to any one or more of the following
activities:
A. Preparing any written communication or delivering such
communication through the mails or other means that does not
involve oral solicitation by his of a potential purchaser;
provided, however, that the content of such communication is
approved by our sole officer and director;
B. Responding to inquiries of a potential purchaser in a
communication initiated by the potential purchaser; provided,
however, that the content of such responses are limited to
information contained in a registration statement filed under the
Securities Act of 1933 or other offering document; or
C. Performing ministerial and clerical work involved in effecting
any transaction.
Our sole officer and director does not intend to purchase any shares in this
offering.
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This offering is self-underwritten, which means that it does not involve the
participation of an underwriter or broker, and as a result, no broker for the
sale of our securities will be used. In the event a broker-dealer is retained by
us to participate in the offering, we must file a post-effective amendment to
the registration statement to disclose the arrangements with the broker-dealer,
and that the broker-dealer will be acting as an underwriter and will be so named
in the prospectus. Additionally, FINRA must approve the terms of the
underwriting compensation before the broker-dealer may participate in the
offering.
To the extent required under the Securities Act, a post-effective amendment to
this registration statement will be filed disclosing the name of any
broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We are subject to applicable provisions of the Exchange Act and the rules and
regulations under it, including, without limitation, Rule 10b-5 and a
distribution participant under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us.
PENNY STOCK REGULATIONS
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9
which generally defines "penny stock" to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these 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 level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
28
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 "Uvic Inc." The Company
will deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers.
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 with letter by mail
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 March 31, 2015, there were 7,000,000 shares of our
common stock issued and outstanding those were held by one registered
stockholder of record and no shares of preferred stock issued and outstanding.
Our sole officer and director, Iuldashkhan Umurzakov owns all 7,000,000 shares
of our common stock currently issued and outstanding.
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.
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.
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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.
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
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada. Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or officers under
Nevada law, we are informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.
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 directly or indirectly, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with Uvic Inc. or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
EXPERTS
AJSH & Co., our independent registered public accounting firm, has audited our
financial statements included in this prospectus and registration statement to
the extent and for the periods set forth in their audit report. AJSH & Co. has
presented its report with respect to our audited financial statements.
30
LEGAL MATTERS
Securities Compliance Group, Ltd. has 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.
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. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.
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 March 31, 2015. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by us and audited by AJSH & Co.
Our financial statements from inception to March 31, 2015, immediately follow:
31
INDEX TO AUDITED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet - As At March 31, 2015 and March 31, 2014 F-3
Statement of Operations - For the Year ended March 31, 2015, the period
from Inception (August 21, 2013) to March 31, 2014 and the period from
Inception (August 21, 2013) to March 31, 2015 F-4
Statement Of Changes In Stockholder's Deficit - For the period from
inception (August 21, 2013) to March 31, 2015 F-5
Statement of Cash Flows - For the Year ended March 31, 2015, the period
from Inception (August 21, 2013) to March 31, 2014 and the period from
Inception (August 21, 2013) to March 31, 2015 F-5
Notes to Audited Financial Statements F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Uvic, Inc.
We have audited the accompanying balance sheets of Uvic, Inc. ("the Company") as
of March 31, 2015 and 2014, and the related statements of operations,
stockholder's equity, and cash flows for the year ended March 31, 2015, for the
period August 23, 2013 (inception) through March 31, 2014 and for the period
August 23, 2013 (inception) through March 31, 2015. 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 controls 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 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 Uvic, Inc. as of March 31, 2015
and 2014, and the year ended March 31, 2015, the period August 23, 2013
(inception) through March 31, 2014 and the period August 23, 2013(inception)
through March 31, 2015 and the results of its operations and its cash flows for
the periods then ended, in conformity with accounting principles generally
accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company is
in the development of business and has incurred losses since inception of
$1,594. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ AJSH & Co
-----------------------------------------
AJSH & Co,
New Delhi, India
Independent Auditors registered with
Public Company Accounting Oversight Board
Date: May 7, 2015
F-2
UVIC, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
March 31, 2015 March 31, 2014
-------------- --------------
ASSETS
Current Assets
Cash $ 3,507 $ 0
Prepaid expenses 500 0
Security deposit 250 0
-------- --------
Total current assets 4,257 0
Non-Current assets 1,900 0
-------- --------
Total Assets $ 6,157 $ 0
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Loan from shareholder $ 751 $ 206
-------- --------
Total current liabilities 751 206
-------- --------
Total Liabilities 751 206
Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized;
7,000,000 and 0 shares issued and outstanding at March 31, 2015
and 2014 respectively 7,000 --
Additional paid-in-capital -- --
Deficit accumulated during the development stage (1,594) (206)
-------- --------
Total Stockholders' Equity (Deficit) 5,406 (206)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 6,157 $ 0
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
UVIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
For the period For the period
from Inception from Inception
Year ended (August 21, 2013) to (August 21, 2013) to
March 31, 2015 March 31, 2014 March 31, 2015
-------------- -------------- --------------
Revenues $ 1,307 $ -- $ 1,307
Operating expenses
General and administrative expenses 2,695 206 2,901
---------- ---------- ----------
Net loss from operations (1,388) (206) (1,594)
---------- ---------- ----------
Loss before taxes (1,388) (206) (1,594)
Provision for taxes -- -- --
---------- ---------- ----------
Net loss $ (1,388) $ (206) $ (1,594)
========== ========== ==========
Loss per common share:
Basic and Diluted $ (0.00) * $ -- **
========== ==========
Weighted Average Number of Common
Shares Outstanding:
Basic and Diluted 2,378,082 -- **
========== ==========
----------
* Denotes a loss of less than $(0.01) per share
** No shares of common stock issued and outstanding during this period
The accompanying notes are an integral part of these financial statements.
F-4
UVIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM INCEPTION (AUGUST 21, 2013) TO MARCH 31, 2015
(AUDITED)
Deficit
accumulated
Number of Additional during
Common Paid-in development
Shares Amount Capital stage Total
------ ------ ------- ----- -----
Balances at August 21, 2013, Inception -- $ -- $ -- $ -- $ --
Net loss for the period -- -- -- (206) (206)
--------- ------- -------- --------- ---------
Balances as of March 31, 2014 -- -- -- (206) (206)
Common shares issued for cash at $0.001 per
share on November 28, 2014 7,000,000 7,000 -- -- 7,000
Net loss for the year -- -- -- (1,388) (1,388)
--------- ------- -------- --------- ---------
Balances as of March 31, 2015 7,000,000 $ 7,000 $ -- $ (1,594) $ 5,406
========= ======= ======== ========= =========
The accompanying notes are an integral part of these financial statements.
F-5
UVIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(AUDITED)
For the period For the period
from Inception from Inception
Year ended (August 21, 2013) to (August 21, 2013) to
March 31, 2015 March 31, 2014 March 31, 2015
-------------- -------------- --------------
Operating Activities
Net loss $ (1,388) $ (206) $ (1,594)
Prepaid expenses (500) -- (500)
Security deposit (250) -- (250)
-------- -------- --------
Net cash used in operating activities (2,138) (206) (2,344)
Investing Activities (1,900) -- (1,900)
-------- -------- --------
Net cash provided by (used in) investing activities (1,900) -- (1,900)
Financing Activities
Proceeds from sale of common stock 7,000 -- 7,000
Proceeds from loan from shareholder 545 206 751
-------- -------- --------
Net cash provided by financing activities 7,545 206 7,751
Net increase in cash and equivalents 3,507 0 3,507
Cash and equivalents at beginning of the period 0 -- --
-------- -------- --------
Cash and equivalents at end of the period $ 3,507 $ 0 $ 3,507
======== ======== ========
Supplemental cash flow information:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-6
UVIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2015 AND THE PERIODS FROM
INCEPTION (AUGUST 21, 2013) TO MARCH 31, 2014 AND 2015
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS
UVIC, INC. (the "Company", "we" or "us") was incorporated under the laws of the
State of Nevada on August 21, 2013 ("Inception") and has adopted March 31 fiscal
year end. The Company is in the development stage as defined under Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
915-205 "DEVELOPMENT-STAGE ENTITIES."
NOTE 2 - GOING CONCERN
The Company has incurred a loss since Inception (August 21, 2013) resulting in
an accumulated deficit of $1,594 as of March 31, 2015 and further losses are
anticipated in the development of its business. Accordingly, there is
substantial doubt about the Company's ability to continue as a going concern.
Management believes that the Company's capital requirements will depend on many
factors including the success of the Company's development efforts and its
efforts to raise capital. Management also believes the Company needs to raise
additional capital for working capital purposes. There is no assurance that such
financing will be available in the future. The conditions described above raise
substantial doubt about our ability to continue as a going concern. The
financial statements of the Company do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary should the Company be
unable 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, the private placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. The Company's year -end is March 31.
REVENUE RECOGNITION
The Company will recognize 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 has not been delivered 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.
F-7
ACCOUNTS RECEIVABLE
Accounts receivable is reported at the customers' outstanding balances, less any
allowance for doubtful accounts. Interest is not accrued on overdue accounts
receivable.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
An allowance for doubtful accounts on accounts receivable is charged to
operations in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable
losses. Management determines the adequacy of the allowance based on historical
write-off percentages and information collected from individual customers.
Accounts receivable are charged off against the allowance when collectability is
determined to be permanently impaired
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 March 31, 2015 the
Company's bank deposits did not exceed the insured amounts.
BASIC AND DILUTED INCOME (LOSS) PER SHARE
The Company computes income (loss) per share in accordance with FASB 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 income (loss) available to common shareholders
by the weighted average number of outstanding common shares during the period.
Diluted income (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.
For the years ended March 31, 2015 and 2014 there were no potentially dilutive
debt or equity instruments issued or outstanding and any such shares would have
been excluded from the computation because they would have been anti-dilutive as
the Company incurred losses in these years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820 "FAIR VALUE MEASUREMENTS AND DISCLOSURES" establishes a three-tier fair
value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company's loan from shareholder approximates
its fair value due to their short-term maturity.
INCOME TAXES
The Company accounts for income taxes pursuant to FASB ASC 740 "INCOME TAXES".
Under ASC 740 deferred income taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The provision for income taxes represents the tax expense
for the period, if any, and the change during the period in deferred tax assets
and liabilities.
F-8
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment. ASC 740 also provides criteria for
the recognition, measurement, presentation and disclosure of uncertain tax
positions. Under ASC 740, the impact of an uncertain tax position on the income
tax return may only be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing
authority. At March 31, 2015, there were no unrecognized tax benefits.
ADVERTISING COSTS
The Company's policy regarding advertising is to expense advertising when
incurred. The Company incurred advertising expense of $0 during years ended
March 31, 2015 and 2014.
BUSINESS SEGMENTS
ASC 280, "SEGMENT REPORTING" requires use of the "MANAGEMENT APPROACH" model for
segment reporting. The management approach model is based on the way a company's
management organizes segments within the company for making operating decisions
and assessing performance. The Company determined it has one operating segment
as of March 31, 2015 and 2014.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company continually assesses any new accounting pronouncements to determine
their applicability to the Company. Where it is determined that a new accounting
pronouncement affects the Company's financial reporting, the Company undertakes
a study to determine the consequence of the change to its financial statements
and assures that there are proper controls in place to ascertain that the
Company's financials properly reflect the change. The Company currently does not
have any recent accounting pronouncements that they are studying and feel may be
applicable.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
STOCK-BASED COMPENSATION
As of March 31, 2015, the Company has not issued any stock-based payments to its
employees.
Stock-based compensation is accounted for at fair value in accordance with ASC
718, when applicable. To date, the Company has not adopted a stock option plan
and has not granted any stock options.
NOTE 4 - COMMON STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of
$ 0.001 per share.
On November 28, 2014, the Company issued 7,000,000 shares of its common stock at
$0.001 per share for total proceeds of $7,000.
As at March 31, 2015, 7,000,000 shares of common stock were issued and
outstanding.
F-9
NOTE 5 - INCOME TAXES
Deferred income tax assets and liabilities are computed annually for differences
between financial statement and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.
The effective tax rate on the net loss before income taxes differs from the U.S.
statutory rate as follows:
3/31/2014
---------
U.S statutory rate 34%
Less valuation allowance (34)%
--------
Effective tax rate 0%
========
The significant components of deferred tax assets and liabilities are as
follows:
31-Mar-2015 31-Mar-2014
----------- -----------
Deferred tax assets
Net operating losses $ 1,388 $ 206
-------- --------
Deferred tax liability -- --
-------- --------
Net deferred tax assets 472 70
Less valuation allowance (472) (70)
-------- --------
Deferred tax asset - net valuation allowance $ -- $ --
======== ========
As of March 31, 2015 the Company had net operating loss carry forwards of $1,594
that may be available to reduce future years' taxable income through 2035.
However, the Company's ability to use the carryover net operating loss may be
substantially limited or eliminated pursuant to Internal Revenue Code Section
382. 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 Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and
"Accounting for Uncertainty in Income Taxes". The Company had no material
unrecognized income tax assets or liabilities as of March 31, 2014.
The Company's policy regarding income tax interest and penalties is to expense
those items as general and administrative expense but to identify them for tax
purposes. During the period August 23, 2013 (inception) through March 31, 2015,
there were no income tax, or related interest and penalty items in the income
statement, or liabilities on the balance sheet. The Company files income tax
returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are
not currently involved in any income tax examinations.
F-10
NOTE 6 - LOAN FROM SHAREHOLDER
In support of the Company's 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.
Since August 21, 2013 (Inception) through March 31, 2015, the Company's sole
shareholder and director loaned the Company $751 to pay for incorporation costs
and operating expenses. As of March 31, 2015, the amount outstanding was $751.
The loan is non-interest bearing, due upon demand and unsecured.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
COMMITMENTS:
The Company currently has no long term commitments as of our balance sheet date.
CONTINGENCIES:
None as of our balance sheet date.
NOTE 8 - NET INCOME(LOSS) PER SHARE
The following table sets forth the information used to compute basic and diluted
net income per share attributable to Uvic, Inc. for the period August 23, 2013
(inception) through March 31, 2015:
2015
----------
Net Income (Loss) $ (1,388)
==========
Weighted-average common shares outstanding basic:
Weighted-average common stock Equivalents 2,378,082
Stock options 0
Warrants 0
Convertible Notes 0
----------
Weighted-average common shares outstanding - Diluted 2,378,082
==========
Loss per common share:
Basic and Diluted $ (0.00)
NOTE 9- SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to March 31, 2015 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-11
PROSPECTUS
7,000,000 SHARES OF COMMON STOCK
UVIC INC.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 20___, 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 $ 8.13
Auditor Fees and Expenses $3,500.00
Legal Fees and Expenses $2,500.00
EDGAR fees $1,000.00
Transfer Agent Fees $1,000.00
---------
TOTAL $8,005.13
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Uvic 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 Uvic 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
Since inception, the Registrant has sold the following securities that were not
registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
Iuldashkhan Umurzakov November 27, 2014 7,000,000 $7,000.00
2235 E. Flamingo Rd., #100G
Las Vegas, NV 89119
We issued the foregoing restricted shares of common stock to our sole officer
and director pursuant to Section 4(2) of the Securities Act of 1933. He is a
sophisticated investor, is our sole officer and director, and is in possession
of all material information relating to us. Further, no commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone.
II-1
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 of Securities Compliance Group, Ltd.
10.1 Service Agreement, dated February 24, 2015
23.1 Consent of AJSH & Co.
23.2 Consent of Securities Compliance Group, Ltd. (contained in exhibit 5.1)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
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,
II-2
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or 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 has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, United States
of America, on May 8, 2015.
UVIC INC.
By: /s/ Iuldashkhan Umurzakov
--------------------------------------
Name: Iuldashkhan Umurzakov
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/ Iuldashkhan Umurzakov President, Treasurer, Secretary May 8, 2015
----------------------------- and Director (Principal Executive,
Iuldashkhan Umurzakov 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 of Securities Compliance Group, Ltd.
10.1 Service Agreement, dated February 24, 2015
23.1 Consent of AJSH & Co.
23.2 Consent of Securities Compliance Group, Ltd. (contained in exhibit 5.1