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 “Wike Corp.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers.
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately 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.
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.
There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Wike Corp. has complied. In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
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 DecemberMarch 31, 2015,201 6 , there were 4,500,000 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, Corina Safaler owns 4,500,000.
Corina Safaler, our sole officer and director will offer our securities to her personal friends and family in Cyprus and relatives and friends in neighboring countries. We will not utilize advertising or make a general solicitation for our offering, but rather, Ms. Safaler will personally and individually contact each investor. Ms. Safaler has no experience in selling securities to investors. Ms. Safaler will not purchase securities in this offering.
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.
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 her position, if she acted in good faith and in a manner she 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 she is to be indemnified, we must indemnify her 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 exceeding $50,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Wike Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
EXPERTS
PLS CPA, A Professional Corp., 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. PLS CPA, A Professional Corp. has presented its report with respect to our audited financial statements.
LEGAL MATTERS
Law Offices of Eilers Law Group, P.A. 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 December 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by PLS CPA, A Professional Corporation.
The financial information presented is the audited financial statements for the period from Inception (November 11, 2014) to December 31, 2015.2015 and three month ended March 31, 2016 .
WIKE CORP.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm | F-1 |
| |
Balance Sheets as of December 31, 2014 and December 31, 2015 (audited) | F-2 |
| |
Statements of Operations for the year ended December 31, 2014 and December 31, 2015 (audited) | F-3 |
| |
Statements of Changes in Stockholder’s Equity for the year ended December 31, 2014 and December 31, 2015 (audited) | F-4 |
| |
Statements of Cash Flows for the year ended December 31, 2014 and December 31, 2015 (audited) | F-5 |
| |
Notes to the Audited Financial Statements | F-6 |
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 764-5480
t E-MAIL changgpark@gmail.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Wike Corp.
We have audited the accompanying balance sheet of Wike Corp. of December 31, 2015 and 2014 and the related financial statements of operations, changes in shareholder’s equity and cash flows for the year ended December 31, 2015 and the period November 11, 2014 (inception) to December 31, 2014. These financial statements are the responsibility of the Company’s management.
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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wike Corp. as of December 31, 2015 and 2014, and the results of its operation and its cash flows for the year ended December 31, 2015 and the period from November 11, 2014 (inception) to December 31, 2014 in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PLS CPA
PLS CPA, A Professional Corp.
January 25, 2016
San Diego, CA. 92111
WIKE CORP.
BALANCE SHEETS
DECEMBER 31, 2014 AND DECEMBER 31, 2015
| | December 31, 2015 | | | December 31, 2014 | |
ASSETS | | | | | | |
| | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | | $ | 146 | | | $ | 100 | |
Prepaid Expenses | | | - | | | | - | |
Inventory | | | 1,120 | | | | - | |
Total Current Assets | | | 1,266 | | | | 100 | |
| | | | | | | | |
Fixed Assets | | | | | | | | |
Equipment, net | | | 2,736 | | | | - | |
Total Fixed Assets | | | 2,736 | | | | - | |
| | | | | | | | |
Intangible assets | | | | | | | | |
Website | | | 225 | | | | - | |
Total Intangible Assets | | | 225 | | | | - | |
| | | | | | | | |
Total Assets | | $ | 4,227 | | | $ | 100 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
Liabilities | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable | | $ | 425 | | | $ | - | |
Loans | | | 400 | | | | 100 | |
Total Current Liabilities | | | 825 | | | | 100 | |
| | | | | | | | |
Total Liabilities | | | 825 | | | | 100 | |
| | | | | | | | |
Stockholder’s Equity | | | | | | | | |
Common stock, par value $0.001; 75,000,000 shares authorized, 4,500,000 and 0 shares issued and outstanding | | | 4,500 | | | | - | |
Additional paid in capital | | | - | | | | - | |
Income (deficit) accumulated | | | (1,098 | ) | | | - | |
Total Stockholder’s Equity | | | 3,402 | | | | - | |
| | | | | | | | |
Total Liabilities and Stockholder’s Equity | | $ | 4,227 | | | $ | 100 | |
See accompanying notes to financial statements.
WIKE CORP.
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
| | Year ended December 31, 2015 | | | Year ended December 31, 2014 | |
| | | | | | |
REVENUES | | $ | - | | | $ | - | |
Cost of Goods Sold | | | - | | | | - | |
Gross Profit | | | - | | | | - | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
Depreciation expense | | | 144 | | | | | |
General and Administrative Expenses | | | 954 | | | | - | |
TOTAL OPERATING EXPENSES | | | 1,098 | | | | - | |
| | | | | | | | |
NET INCOME (LOSS) FROM OPERATIONS | | | (1,098 | ) | | | - | |
| | | | | | | | |
PROVISION FOR INCOME TAXES | | | - | | | | - | |
| | | | |
NET INCOME (LOSS) | | $ | (1,098 | ) | | $ | - | |
| | | | | | | | |
NET LOSS PER SHARE: BASIC AND DILUTED | | $ | (0.00 | ) | | $ | - | |
| | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | | | 1,763,014 | | | | - | |
See accompanying notes to financial statements.
WIKE CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM NOVEMBER 11, 2014 (INCEPTION) TO DECEMBER 31, 2014
AND DECEMBER 31, 2015
| | Common Stock | | | Additional Paid-in | | | Deficit | | | Total Stockholders’ | |
| | Shares | | | Amount | | | Capital | | | Accumulated | | | Equity | |
| | | | | | | | | | | | | | | |
Inception, November 11, 2014 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2014 | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Shares issued for cash at $0.001 per share on August 10, 2015 | | | 4,500,000 | | | | 4,500 | | | | - | | | | - | | | | 4,500 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) for the period ended December 31, 2015 | | | - | | | | - | | | | - | | | | (1,098 | ) | | | (1,098 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2015 | | | 4,500,000 | | | $ | 4,500 | | | $ | - | | | $ | (1,098 | ) | | $ | 3,402 | |
See accompanying notes to financial statements.
WIKE CORP.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
| | Year ended December 31, 2015 | | | Year ended December 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net loss for the period | | $ | (1,098 | ) | | $ | - | |
Depreciation expense | | | 144 | | | | - | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | | | | | | | | |
Inventory | | | (1,120 | ) | | | - | |
Accounts Payable | | | 425 | | | | - | |
CASH FLOWS USED IN OPERATING ACTIVITIES | | | (1,649 | ) | | | - | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Purchase of Fixed Assets | | | (2,880 | ) | | | - | |
Purchase of Intangible assets | | | (225 | ) | | | - | |
CASH FLOWS USED IN INVESTING ACTIVITIES | | | (3,105 | ) | | | - | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from sale of common stock | | | 4,500 | | | | - | |
Proceeds from related party loans | | | 300 | | | | 100 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | | | 4,800 | | | | 100 | |
| | | | | | | | |
NET INCREASE IN CASH | | | 46 | | | | 100 | |
| | | | | | | | |
Cash, beginning of period | | | 100 | | | | - | |
| | | | | | | | |
Cash, end of period | | $ | 146 | | | $ | 100 | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | |
Interest paid | | $ | 0 | | | $ | 0 | |
Income taxes paid | | $ | 0 | | | $ | 0 | |
See accompanying notes to financial statements.
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
WIKE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on November 11, 2014. We are a development-stage company in a business of printing on ornamental ribbons. Our office is located at Via Lodovico Berti, 40131, Bologna, Italy.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues for the year ended December 31, 2014 and December 31, 2015. The Company currently has a negative working capital, but has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $100 of cash as of December 31, 2014 and $146 of cash as of December 31, 2015.
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
AS topic 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.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first in, first out (FIFO) method. The Company had $0 in inventory as of December 31, 2014 and $1,120 as of December 31, 2015.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of Industrial printing machine JMD/ADL 330B is five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
Intangible assets
Intangible Assets outlines the accounting requirements for intangible assets, which are non-monetary assets which are without physical substance and identifiable (either being separable or arising from contractual or other legal rights). Intangible assets meeting the relevant recognition criteria are initially measured at cost, subsequently measured at cost or using the revaluation model, and amortized on a systematic basis over their useful lives (one year for our website), based on pattern of benefits (straight-line is the default).
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. 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 year ended December 31, 2014 and December 31, 2015 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the year ended December 31, 2014 and December 31, 2015 there were no differences between our comprehensive income and net income.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 4 – FIXED ASSETS
| | Equipment | | | Totals | |
Cost | | | | | | |
As at November 11, 2014 | | $ | - | | | $ | - | |
Additions | | | - | | | | - | |
Disposals | | | - | | | | - | |
As at December 31, 2014 | | | - | | | | - | |
Additions | | | 2,800 | | | | 2,800 | |
Disposals | | | - | | | | - | |
As at December 31, 2015 | | | 2,880 | | | | 2,880 | |
| | | | | | | | |
Depreciation | | | - | | | | - | |
As at November 11, 2014 | | | - | | | | - | |
Change for the period | | | (- | ) | | | (- | ) |
As at December 31, 2014 | | | (- | ) | | | (- | ) |
Change for the period | | | (144 | ) | | | (144 | ) |
As at December 31, 2015 | | | (144 | ) | | | (144 | ) |
| | | | | | | | |
Net book value | | $ | 2,736 | | | $ | 2,736 | |
NOTE 5 – INTANGIBLE ASSETS
| | Website | | | Totals | |
Cost | | | | | | |
As at November 11, 2014 | | $ | - | | | $ | - | |
Additions | | | - | | | | - | |
Disposals | | | - | | | | - | |
As at December 31, 2014 | | | - | | | | - | |
Additions | | | 225 | | | | 225 | |
Disposals | | | - | | | | - | |
As at December 31, 2015 | | | 225 | | | | 225 | |
| | | | | | | | |
Depreciation | | | - | | | | - | |
As at November 11, 2014 | | | - | | | | - | |
Change for the period | | | (- | ) | | | (- | ) |
As at December 31, 2014 | | | (- | ) | | | (- | ) |
Change for the period | | | (- | ) | | | (- | ) |
As at December 31, 2015 | | | (- | ) | | | (- | ) |
| | | | | | | | |
Net book value | | $ | 225 | | | | 225 | |
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 6 – LOAN FROM DIRECTOR
During the period from November 11, 2014 (Inception) to December 31, 2014, our sole director has loaned to the Company $100 and $300 as of year ended December 31, 2015. This loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $400 as of December 31, 2015.
NOTE 7 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On August 10, 2015, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.
There were 4,500,000 shares of common stock issued and outstanding as of December 31, 2015.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Company has entered in the one-year rental agreement with Mauricio Polito, starting on September 17, 2015 and ending September 17, 2016. Monthly payment is in amount of $200. The validity of this agreement can be expanded for longer period upon an oral agreement. This is 30 square meters located at Via Lodovico Berti, 40131, Bologna, Italy, which tenant shall use and occupy only as a manufacturer subject.
NOTE 9 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position at year ended December 31, 2014 and December 31, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at year ended December 31, 2014 and December 31, 2015. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
WIKE CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2015
NOTE 9 – INCOME TAXES (CONTINUED)
The valuation allowance at year ended December 31, 2015 was approximately $1,098 (and $0 at year ended December 31, 2014). The net change in valuation allowance during the year ended December 31, 2015 was $1,098 (and $0 during the year ended December 31, 2014). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2015. All tax years since inception remains open for examination by taxing authorities.
The Company has a net operating loss for tax purposes totaling approximately $1,098 at year ended December 31, 2015 (and $0 at year ended December 31, 2014), expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
| | December 31, 2015 | | | December 31, 2014 | |
Non-current deferred tax assets: | | | | | | |
Net operating loss carry forward | | $ | (1,098 | ) | | $ | (- | ) |
Stock based compensation | | | - | | | | - | |
Inventory obsolescence | | | - | | | | - | |
Accrued officer compensation | | | - | | | | - | |
| | | | | | | | |
Total deferred tax assets | | | (1,098 | ) | | | (- | ) |
Valuation allowance | | | 1,098 | | | | - | |
Net deferred tax assets | | $ | - | | | $ | - | |
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the year ended December 31, 2014 and December 31, 2015 as follows:
| | December 31, 2015 | | | December 31, 2014 | |
| | | | | | |
Computed "expected" tax expense (benefit) | | $ | (373 | ) | | $ | (- | ) |
Penalties and fines and meals and entertainment | | | - | | | | - | |
Accrued officer compensation | | | - | | | | - | |
Change in valuation allowance | | | 373 | | | | - | |
Actual tax expense (benefit) | | $ | - | | | $ | - | |
NOTE 10 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to January 25, 2016 to the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
WIKE CORP.
TABLE OF CONTENTS
Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015 (audited) | F-13 |
| |
Statements of Operations for the three months ended March 31, 2016 (unaudited) | F-14 |
| |
Statements of Cash Flows for the three months ended March 31, 2016 (unaudited) | F-15 |
| |
Notes to the Unaudited Financial Statements | F-16 |
WIKE CORP.
BALANCE SHEETS
MARCH 31, 2016 AND DECEMBER 31, 2015
| | March 31, 2016 | | | December 31, 2015 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
| | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | | $ | 338 | | | $ | 146 | |
Prepaid Expenses | | | 200 | | | | - | |
Inventory | | | 1,098 | | | | 1,120 | |
Total Current Assets | | | 1,636 | | | | 1,266 | |
| | | | | | | | |
Fixed Assets | | | | | | | | |
Equipment, net | | | 2,592 | | | | 2,736 | |
Total Fixed Assets | | | 2,592 | | | | 2,736 | |
| | | | | | | | |
Intangible assets | | | | | | | | |
Website | | | 109 | | | | 225 | |
Total Intangible Assets | | | 109 | | | | 225 | |
| | | | | | | | |
Total Assets | | $ | 4,337 | | | $ | 4,227 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Liabilities | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable | | $ | 225 | | | $ | 425 | |
Loans | | | 2,359 | | | | 400 | |
Total Current Liabilities | | | 2,584 | | | | 825 | |
| | | | | | | | |
Total Liabilities | | | 2,584 | | | | 825 | |
| | | | | | | | |
Stockholder’s Equity | | | | | | | | |
Common stock, par value $0.001; 75,000,000 shares authorized, | | | | | | | | |
4,500,000 and 4,500,000 shares issued and outstanding as of | | | | | | | | |
March 31, 2016 and December 31, 2015 | | | 4,500 | | | | 4,500 | |
Additional paid in capital | | | - | | | | - | |
Income (deficit) accumulated | | | (2,747 | ) | | | (1,098 | ) |
Total Stockholder’s Equity | | | 1,753 | | | | 3,402 | |
| | | | | | | | |
Total Liabilities and Stockholder’s Equity | | $ | 4,337 | | | $ | 4,227 | |
See accompanying notes to financial statements.
WIKE CORP.
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2016
(Unaudited)
| | Three months ended March 31, 2016 | |
| | | |
REVENUES | | $ | 7,700 | |
Cost of Goods Sold | | | 1,186 | |
Gross Profit | | | 6,514 | |
| | | | |
OPERATING EXPENSES | | | | |
General and Administrative Expenses | | | 8,163 | |
TOTAL OPERATING EXPENSES | | | 8,163 | |
| | | | |
NET INCOME (LOSS) FROM OPERATIONS | | | (1,649 | ) |
| | | | |
PROVISION FOR INCOME TAXES | | | - | |
| | | | |
NET INCOME (LOSS) | | $ | (1,649 | ) |
| | | | |
NET LOSS PER SHARE: BASIC AND DILUTED | | $ | (0.00 | ) |
| | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | | | 4,500,000 | |
See accompanying notes to financial statements.
WIKE CORP.
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2016
(Unaudited)
| | Three months ended March 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net loss for the period | | $ | (1,649 | ) |
Depreciation expense | | | 260 | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | | | | |
Inventory | | | 22 | |
Prepaid Expenses | | | (200 | ) |
Accounts Payable | | | (200 | ) |
CASH FLOWS USED IN OPERATING ACTIVITIES | | | (1,767 | ) |
| | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | |
Purchase of Fixed Assets | | | - | |
Purchase of Intangible assets | | | - | |
CASH FLOWS USED IN INVESTING ACTIVITIES | | | - | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from sale of common stock | | | - | |
Proceeds from related party loans | | | 1,959 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | | | 1,959 | |
| | | | |
NET INCREASE IN CASH | | | 192 | |
| | | | |
Cash, beginning of period | | | 146 | |
| | | | |
Cash, end of period | | $ | 338 | |
| | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | |
Interest paid | | $ | 0 | |
Income taxes paid | | $ | 0 | |
See accompanying notes to financial statements.
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
WIKE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on November 11, 2014. We are a development-stage company in a business of printing on ornamental ribbons. Our office is located at Via Lodovico Berti, 40131, Bologna, Italy.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of March 31, 2016. The Company currently has a negative working capital, but has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $338 of cash as of March 31, 2016 and $146 of cash as of December 31, 2015.
Fair Value of Financial Instruments
AS topic 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.
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
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.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $1,098 in inventory as of March 31, 2016 and $1,120 as of December 31, 2015.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of Industrial printing machine JMD/ADL 330B is five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
Intangible assets
Intangible Assets outlines the accounting requirements for intangible assets, which are non-monetary assets which are without physical substance and identifiable (either being separable or arising from contractual or other legal rights). Intangible assets meeting the relevant recognition criteria are initially measured at cost, subsequently measured at cost or using the revaluation model, and amortized on a systematic basis over their useful lives (one year for our website), based on pattern of benefits (straight-line is the default).
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. 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. As of March 31, 2016 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of March 31, 2016 there were no differences between our comprehensive income and net income.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.
NOTE 4 – FIXED ASSETS
| | Equipment | | | Totals | |
Cost | | | | | | |
As at November 11, 2014 | | $ | - | | | $ | - | |
Additions | | | 2,880 | | | | 2,880 | |
Disposals | | | - | | | | - | |
As at December 31, 2015 | | | 2,880 | | | | 2,880 | |
Additions | | | - | | | | - | |
Disposals | | | - | | | | - | |
As at March 31, 2016 | | | 2,880 | | | | 2,880 | |
| | | | | | | | |
Depreciation | | | | | | | | |
As at November 11, 2014 | | | - | | | | - | |
Change for the period | | | (144 | ) | | | (144 | ) |
As at December 31, 2015 | | | (144 | ) | | | (144 | ) |
| | | | | | | | |
Change for the period | | | (144 | ) | | | (144 | ) |
As at March 31, 2016 | | | (288 | ) | | | (288 | ) |
| | | | | | | | |
Net book value | | $ | 2,592 | | | $ | 2,592 | |
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 5 – INTANGIBLE ASSETS
| | Website | | | Totals | |
Cost | | | | | | |
As at November 11, 2014 | | $ | - | | | $ | - | |
Additions | | | 225 | | | | 225 | |
Disposals | | | - | | | | - | |
As at March 31, 2016 | | | 225 | | | | 225 | |
| | | | | | | | |
Depreciation | | | - | | | | - | |
As at November 11, 2014 | | | - | | | | - | |
Change for the period | | | (116 | ) | | | (116 | ) |
As at March 31, 2016 | | | (116 | ) | | | (116 | ) |
| | | | | | | | |
Net book value | | $ | 109 | | | $ | 109 | |
NOTE 6 – LOAN FROM DIRECTOR
As of March 31, 2016 our sole director has loaned to the Company $2,359. This loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $2,359 as of March 31, 2016.
NOTE 7 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On August 10, 2015, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.
There were 4,500,000 shares of common stock issued and outstanding as of March 31, 2016.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Company has entered in the one year rental agreement with Mauricio Polito, starting on September 17, 2015 and ending September 17, 2016. Monthly payment is in amount of $200. The validity of this agreement can be expanded for longer period upon an oral agreement. This is 30 square meters located at Via Lodovico Berti, 40131, Bologna, Italy, which tenant shall use and occupy only as a manufacturer subject.
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 9 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax position as of March 31, 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties as of March 31, 2016. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.
The valuation allowance as of March 31, 2016 was approximately $2,747 (at year ended December 31, 2015 was approximately $1,098). The net change in valuation allowance as of March 31, 2016 was $2,747 (and $1,098 during the year ended December 31, 2015). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2016. All tax years since inception remains open for examination by taxing authorities.
The Company has a net operating loss for tax purposes totaling approximately $2,747 as of March 31, 2016 (and $1,098 at year ended December 31, 2015), expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
| | March 31, 2016 | | | December 31, 2015 | |
Non-current deferred tax assets: | | | | | | |
Net operating loss carryforward | | $ | (934 | ) | | $ | (1,098 | ) |
Stock based compensation | | | - | | | | - | |
Inventory obsolescence | | | - | | | | - | |
Accrued officer compensation | | | - | | | | - | |
Total deferred tax assets | | | (934 | ) | | | (1,098 | ) |
Valuation allowance | | | 934 | | | | 1,098 | |
Net deferred tax assets | | $ | - | | | $ | - | |
WIKE CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2016
NOTE 9 – INCOME TAXES (CONTINUED)
The actual tax benefit at the expected rate of 34% differs from the expected tax benefit as of March 31, 2016 and December 31, 2015 as follows:
| | March 31, 2016 | | | December 31, 2015 | |
| | | | | | |
Computed "expected" tax expense (benefit) | | $ | (561 | ) | | $ | (373 | ) |
Penalties and fines and meals and entertainment | | | - | | | | - | |
Accrued officer compensation | | | - | | | | - | |
Change in valuation allowance | | | 561 | | | | 373 | |
Actual tax expense (benefit) | | $ | - | | | $ | - | |
NOTE 10 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to April 28, 2016 to the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
WIKE CORP.
Dealer Prospectus Delivery Obligation Until
_________________________ ______, 2016, 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 | | $ | 5.04 | |
Auditors Fees and Expenses | | $ | 4,500.00 | |
Legal Fees and Expenses | | $ | 1,500.00 | |
EDGAR fees | | $ | 1,000.00 | |
Transfer Agent Fees | | $ | 1,000.00 | |
TOTAL | | $ | 8,005.04 | |
(1) All amounts are estimates, other than the SEC’s registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICER
Wike Corp.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of her 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 she 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 Wike Corp., 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 | | Date | | | Shares | | | Consideration | |
| | | | | | | | | | |
Corina Safaler | August 10, 2015 | 4,500,000 | $ | 4,500 | | | August 10, 2015 | | | | 4,500,000 | | | $ | 4,500 | |
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. She 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.
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 Law Offices of Eilers Law Group, P.A. * |
10.1 | | Verbal Agreement * |
10.2 | | Sales Contract * |
10.3 | | Lease Agreement * |
23.1 | | Consent of PLS CPA, A Professional Corp. |
23.2 | | Consent of Law Offices of Eilers Law Group, P.A. (Contained in exhibit 5.1) * |
99.1 | | Form of Subscription Agreement * |
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
| (i) | Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 100(b) (§230.100(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 100(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 100; (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 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.
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 Bologna, Italy on March 3,May 13 , 2016.
| |
| | |
| | |
| By: | /s/ Corina Safaler | |
| Name: | Corina Safaler |
| Title: | President, Treasurer , Secretary and Director |
| | (Principal Executive, Financial and Accounting Officer) |
In accordance with the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates stated signed this registration statement.
| | Title | | Date |
| | | | |
| | | | |
/s/ Corina Safaler | | President, Treasurer, Secretary and Director | | |
Corina Safaler | | (Principal Executive, Financial and Accounting Officer) | | |