PART II
OFFERING CIRCULAR
ASTICS, INC.
2167 El Capitan Ave,
Santa Clara, CA 95050
Best Efforts Offering of up to 2,000 Convertible Notes at $1,000 Per Note
This prospectus relates to the offering and sale of up to two thousand(2,000)
Convertible Notes of the Company for an aggregate, maximum gross dollar
offering of two Million and 00/100 ($2,000,000) Dollars (the "Offering") The
Offering is being made pursuant to Tier 1 of Regulation A, promulgated under
the Securities Act of 1933. Each Convertible Note will be offered at its
principal amount, One Thousand and 00/100 ($1,000/00) Dollars. There is a
minimum purchase amount of five (5) Convertible Notes, for an aggregate
purchase price of Five Thousand and 00/100 ($5,000/00) Dollars.
Investing in this offering involves high degree of risk, and you should not
invest unless you can afford to lose your entire investment. See "Risk
Factors" beginning on page 7. This offering circular relates to the offer and
sale or other disposition of up to two thousand (2,000) Convertible Notes, at
a fixed price of $1,000 per note. See "Securities Being Offered" beginning on
page 30.
This is our offering, and no public market currently exists for our notes.
The Offering price may not reflect the market price of our notes after the
Offering. The Company does not intend to seek a public listing for the
Convertible Notes. Moreover, our common stock is not listed for trading on
any exchange or automated quotation system. The Company presently does not
intend to seek such listing for its common stock, but should it hereinafter
elect to do so, there can be no assurances that such listing will ever
materialize.
The proposed sale will begin as soon as practicable after this Offering
Circular has been qualified by the Securities and Exchange Commission (the
"SEC") and the relevant state regulators, as necessary. The offering will
continue until the Company has sold all of the notes offered hereby or on
such earlier date as the Company may terminate the Offering. The notes
offered hereby are offered on a "best efforts" basis, and there is no minimum
offering.
We have made no arrangements to place subscription proceeds or funds in an
escrow, trust or similar account, which means that the proceeds or funds from
the sale of notes will be immediately available to us for use in our
operations and once received and accepted are irrevocable. See "Plan of
Distribution" and "Securities Being Offered" for a description of our capital
stock.
Please note that the Company is a "shell" company in accordance with Rule 405
promulgated under the Securities Act of 1933. Accordingly, any securities
sold in this offering can only be resold through registration under the
Securities Act of 1933; Section 4(1), if available, for non-affiliates; or by
meeting the following conditions of Rule 144(i): (a) the issuer of the
securities that was formerly a shell company has ceased to be a shell
company; (b) the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(D) of the Exchange Act of 1934; and the
issuer of the securities has filed all Exchange Act reports and material
required to be filed during the preceding 12 months (or such shorter period
that the issuer was required to file such reports and materials), other than
Form 8-K reports; and at least one year has lapsed from the time that the
issuer filed current Form 10 type information with the Commission reflecting
its status as an entity that is not a shell company. For purposes herein,
following the effectiveness of this Offering Statement, the Company will not
be subject to the reporting requirements of the Exchange Act. Thus, the
Company will be required to file another registration statement and become
subject to the reporting requirements thereof in order to potentially provide
for the application of Rule 144.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE
MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE
OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING
CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED
PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED ARE EXEMPT FROM REGISTRATION.
THE CONVERTIBLE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS,
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THESE LAWS. THE CONVERTIBLE NOTES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
Underwriting
Number of Price to
discount and Proceeds to Proceeds
to
Notes Public (3)
commissions (1) issuer (2) other
persons
Per note 1 $ 1,000 $ 0.00 $ 1,000 $ 0.00
Total Minimum 5 $ 5,000 $ 0.00 $ 5,000 $ 0.00
Total Maximum 2,000 $ 2,000,000 $
0.00 $ 2,000,000 $ 0.00
(1) We do not intend to use commissioned sales agents or
underwriters.
(2) The amounts shown are before deducting organization and
offering costs to us, which include legal, accounting, printing, due
diligence, marketing, consulting, finders fees, selling and other costs
incurred in the offering of the notes.
(3) The Notes are offered in denominations of $1,000 and any even
multiple thereof. The minimum subscription amount is $5,000.
We are following the "Offering Circular" format of disclosure under
Regulation A.
The date of this Preliminary Offering Circular is June 1, 2016
TABLE OF CONTENTS
Summary of Information in Offering Circular 1
Risk Factors 7
Dilution 12
Plan of Distribution 13
Use of Proceeds to Issuer 14
Description of Business 16
Description of Property 20
Management's Discussion and Analysis of Financial Condition and Results of
Operations 21
Directors, Executive Officers and Significant Employees 23
Compensation of Directors and Executive Officers 27
Security Ownership of Management and Certain Security Holders 28
Interest of Management and Others in Certain Transactions 29
Securities Being Offered 30
Financial Statements 33
Index to Exhibits 44
Signatures 45
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY,
AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS
OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S
MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE,"
"PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-
LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH
THEY ARE MADE.
1. SUMMARY OF INFORMATION IN OFFERING CIRCULAR
As used in this prospectus, references to the "Company," "we," "our", "us" or
"Company Name" refer to Astics, Inc. unless the context otherwise indicated.
You should carefully read all information in the prospectus, including the
financial statements and their explanatory notes, under the Financial
Statements prior to making an investment decision.
The Company
Organization: We were incorporated under the laws of the State of Texas on
September 2, 2014. Our principal office is located at 2167 El Capitan Ave,
Santa Clara, CA 95050
Capitalization: Our articles of incorporation provide for the issuance of up
to 50,000,000 shares of common stock, par value $0.0001. As of the date of
this Prospectus there are 15,000,000 shares of our common stock issued and
outstanding. Mrunal Desai owns 5,000,250 shares, Yogesh Thakkar owns
5,000,250 shares, Mahendra Patel owns 1,749,750 shares, Manan Patel owns
1,749,750 shares, Sohelahmed Khalifa owns 1,500,000 shares. Our articles of
incorporation do not provide for the issuance of any preferred stock or other
class of equity securities.
Management: Mrunal Desai, Co-Founder and CEO:
Mrunal drives the company's vision and manages the marketing and technical
aspects of the company. He graduated in Computer Science from California
State University, Hayward. He has 11 years of experience in technology and
eCommerce by working at Microsoft, eBay, Macys.com, R+F(Rodan and Fields),
and Ariba-SAP. He is also an entrepreneur and has started multiple small IT
businesses during his college days in order to pay for his expenses and
college fees.
After learning a lot from his practical experience working in Technology and
eCommerce, he decided to begin his own venture in 2014 called Astics Inc.
Yogesh Thakkar, Co-Founder, CFO, and Secretary:
Yogesh drives the company's vision, is the financial manager and manages
customer and partner relations. He has 15 years of experience as an
entrepreneur and has successfully started multiple businesses from scratch,
selling many of them with large profit. He owns businesses in a variety of
different industries such as hospitality, accounting, manufacturing, and
textile. He possesses a unique combination of skills and abilities to
successfully manage a complex set of responsibilities in a high profile
operation. Yogesh has maintained 15 plus years in a high level finance and
accounting role in the oil and gas industry, among other ventures.
Having worked in the IT sector in his early days, he is very passionate about
developing software and has also designed and developed software for his
manufacturing and accounting business. He is innovative and consistently
introduces new ideas and demonstrates original thinking while inspiring
teammates to follow them.
Mahendra Patel, CTO:
Mahendra runs the technical aspects of Astics, ensuring a quick, convenient
and instinctive experience for our customers and partners. He graduated with
Masters in Computer Applications from Ganpat University, India. He has built
12 years of experience, including hands on programming, development,
researching, learning and implementing new technologies. He is very
passionate at what he does, and fulfills the vision of the company while
having full knowledge and capacity in providing the necessary tools and
technology to achieve the best results. He has deep technical knowledge, is a
great motivator and has in depth knowledge about various subjects like
android, iOS, Windows mobile application and games, online magazines with
online editing and publishing, as well as Big Data Analytics Applications for
planning, operations and management.
He is a good teacher who will always be there to teach you whatever he knows.
He is always polite to everyone and the meantime gets his point across the
table. Very Broad-minded, goal oriented, strong and responsible team player.
He brings a ton of energy and enthusiasm to in the company. He drives the
team's performance in the right direction.
In the company, everybody calls him Mahendra Baba. He never gets angry, and
deals everything with patience and great technical skills. He has a very good
habit of managing timelines, because he has experience with each position
under him starting from a fresh developer right out of college, and
understands the time, detail and teamwork it takes for development.
Manan Patel, VP, Engineering:
Manan is responsible for the development of Astics. He has 7 years of
industrial experience and graduated with B.Tech in Computer Engineering from
University of Rajasthan, India. He has worked in ecommerce, hospitality, real
estate, gaming, and cross platform mobile applications. He is smart,
energetic, passionate, and very active. He is very sharp with his skills in
developing mobile and web. He started from ground up, and has learned a lot
on his own. He is an enthusiastic team member and always create quality
solutions for problems with precise timing. He always presents a good quality
of work.
Manan is blessed with a great level of confidence and has a vocal skill that
has him stand out in the crowd. He is aggressive, and always wants to test
new ideas and out of the box approaches to problems. These skills make him a
great developer and a great leader who leads from the front.
Sohel Khalifa, VP, Infrastructure:
Sohel is responsible for all of the server infrastructure in Astics. He
graduated with B.Tech in Computer Science and Engineering from Gujarat
Technological University, Ahmedabad, India. He has 5 years of professional
experience and has worked in a large variety of fields like ecommerce,
gaming, real time websites with mobile apps, voice applications and many
more. Give him a requirements or problems, and he can do his magic in no
time.
Sohel's sophisticated grasp of databases and server architectures, combined
with the knowledge of cutting edge server side technologies dramatically
helped in the development of many of the company's products.
He is a technology buff and has a great interest in reading and exploring new
things and ideas, which aids in the creation of new technologies, tools and
approaches to be used for better and faster results with lower costs.
Controlling Shareholders: Our Officers and/or Directors constitute our
only stockholders: Mrunal Desai owns 5,000,250 shares; Yogesh Thakkar owns
5,000,250 shares; Mahendra Patel owns 1,749,750 shares; Manan Patel owns
1,749,750 shares; Sohelahmed Khalifa owns 1,500,000 shares. As such, our
current Officers and Directors will be able to exert a significant influence
over the affairs of the Company at the present time, and will continue to do
so after the completion of the offering
Shell Company Status: We are a "shell company" within the meaning of Rule
405, promulgated pursuant to Securities Act, because we have nominal assets
and nominal operations. Accordingly, the securities sold in this offering
can only be resold through registration under Section 5 the Securities Act of
1933, Section 4(1), if available, for non-affiliates or by meeting the
conditions of Rule 144(i). A holder of our securities may not rely on the
safe harbor from being deemed statutory underwriter under Section 2(11) of
the Securities Act, as provided by Rule 144, to resell his or her securities.
Only after we (i) are not a shell company, and (ii) have filed all reports
and other materials required to be filed by section 13 or 15(d) of the
Exchange Act, as applicable, during the preceding 12 months (or for such
shorter period that we may be required to file such reports and materials,
other than Form 8-K reports); and have filed current "Form 10 information"
with the SEC reflecting our status as an entity that is no longer a shell
company for a period of not less than 12 months, can our securities be resold
pursuant to Rule 144. "Form 10 information" is, generally speaking, the same
type of information as we are required to disclose in this prospectus, but
without an offering of securities. These circumstances regarding how Rule
144 applies to shell companies may hinder your resale of your shares of the
Company.
Independence: We are not a blank check company, as such term is defined by
Rule 419 promulgated under the Securities Act of 1933, as amended, as we have
a specific expansion/growth plan and we presently have no plans or intentions
to engage in a merger or acquisition with an unidentified company, companies,
entity or person.
Our Business
Description of Operations: Astics, Inc. is a IT product based company
which comprises of 2 categories of products: mobile applications and
ecommerce portal. The Company develops, markets and operates social games,
and religious apps on mobile platforms, such as iPhone Operating System (iOS)
and Android and social networking sites, such as Facebook. The company also
develops, markets, and operates an ecommerce portal for desktop, and mobile
platforms. The Company operates through developing and monetizing on the apps
it develops and generates revenue on goods sold on its ecommerce platform.
The Company has developed various apps, including Bible, Bhagwad Gita, and
Cricket franchise. The Company designs its apps to provide players with
shared experiences that surprise and delight them. Its apps are free to play,
span a number of categories and attract a community of players that is
demographically and geographically diverse. The Company operates its games as
live services and updates them with content and features to make them social,
develop player engagement, and monetization. The Company analyzes the data
generated by its users to guide the creation of content and features. The
Company operates its games as live services that are available anytime and
anywhere.
The Company has also developed and operating an ecommerce platform which is
available on desktop and mobile platforms. It's a portal for people to
compare, and buy at the lowest price in the market. It's going to expand into
a platform for people to buy and sell products, new and used.
We are a start-up, and we expect to use substantially all of the net proceeds
from this offering to develop the next version of our products which will
include new features, new designs, and better user experience. Our major
focus would be marketing where more money would be spend. This, in return,
will attract a lot more consumers, which will convert into revenue.
Historical Operations: Since inception, the Company has developed various
mobile applications, including Bible, Bhagwad Gita, and Cricket franchise,
attracting more than a quarter million users. The Company has also developed
an ecommerce portal for desktop and mobile platforms, attracting more than
50,000 users and generating sales of $30,000 within 3 months.
Current Operations: The Company is focused on developing the next version
of its mobile applications with new features, designs as well as creative
ways to improve monetization. The company is also focused on developing the
next version of ecommerce to include more features, better user interface,
improved search function, unique shopping experience, adding more products
and affiliates, and expanding into other countries.
Growth Strategy: The Company has an extensive plan which includes a
comprehensive growth strategy. The first version of our apps have received
great response, and our second version(in development) is anticipating even
better response since we are focused on improving user experience in response
to user feedback. The first version of our ecommerce portal has also shown
better than expected results, and we're expecting even greater results once
our next version is ready.
The Company is using funds to develop their products, and is currently not
spending much on marketing. From the results we're achieving with minimal
marketing, we're very confident that when we start increasing focus on
marketing at the time of our new version releases, we will then have a multi-
fold jump in terms of growth.
The Offering
Class of Securities Offered: Convertible Promissory Notes, face value $1,000
No. of Note being Sold in the Offering: Up to 2,000 notes for a maximum
offering amount of $2,000,000
Offering Price: The Company intends to offer the Notes at a price of $1,000
per Note. There is a minimum purchase amount of five (5) Notes for an
aggregate purchase of $5,000.
Interest: The Notes will bear interest at a rate of eight (8%) percent
per annum. The interest will be payable in arrears starting on December 31,
2016
Maturity: The Notes will mature thirty-six (36) months from the date of
issuance. The Company may elect to retire all or part of the then-outstanding
Notes at any time. There exists no pre-payment penalty.
Conversion into Common Stock: At its sole and absolute election, the Company
may compel the holders of all or part of the Note to have the then-
outstanding principal and interest into shares of the Company's common stock.
The price at which the Notes may convertible into shares of the Company's
common stock will be seventy-five (75%) percent of the twenty (20) trailing
average bid price as quoted on any major national exchange or automated
quotation system. Accordingly, the Notes may only be converted should the
Company obtain a public listing for its Common Stock. Currently, the Company
does not qualify for a listing of its Common Stock on any major national
stock exchange of automated quotation system and has not present intention to
seek such a listing.
No. of Shares Outstanding: As of the date of this Prospectus, there are
15,000,000 shares of the Company's common stock issued and outstanding.
Mrunal Desai owns 5,000,250 shares, Yogesh Thakkar owns 5,000,250 shares,
Mahendra Patel owns 1,749,750 shares, Manan Patel owns 1,749,750 shares,
Sohelahmed Khalifa owns 1,500,000 shares. All of our issued and outstanding
shares are owned by our three officers and directors.
No. of Shares after the Offering: Irrespective of the relative success of
the offering, there will remain 15,000,000 shares of the Company's common
stock issued and outstanding following the completion of the offering
contemplated herein. Mrunal Desai owns 5,000,250 shares, Yogesh Thakkar owns
5,000,250 shares, Mahendra Patel owns 1,749,750 shares, Manan Patel owns
1,749,750 shares, Sohelahmed Khalifa owns 1,500,000 shares.
Termination of the Offering: The offering will commence as of the effective
date of this Prospectus and will terminate on the sooner of the sale of the
maximum number of Notes being sold, 365 days from the effective date of this
Offering Statement or the decision by Company management to deem the offering
closed.
Offering Cost: We estimate our total offering registration costs to be
$30,000. If we experience a shortage of funds prior to funding, our officer
and director has verbally agreed to advance funds to the Company to allow us
to pay for offering costs, filing fees, and correspondence with our
shareholders; however our officer and director has no legal obligation to
advance or loan funds to the Company.
Market for the Notes: The Notes being offered herein are not listed for
trading on any exchange or automated quotation system. The Company does not
intend to seek such a listing at any time hereinafter.
Market for our Common Stock: Our common stock is not listed for trading on
any exchange or automated quotation system. We do not intend, upon the
effectiveness of this Offering Statement to seek such a listing. We may,
however, seek to obtain a listing at a later date, although there can be no
guarantee that we will be able to file and later have declared effective, a
registration statement made pursuant to the Exchange Act of 1934. Moreover,
there can be no assurance that a market maker will agree to file the
necessary documents with the Financial Industry Regulatory Authority (FINRA),
which operates the OTQB Marketplace; nor can there be any assurance that such
an application for quotation will be approved.
Common Stock Control: Our officers and directors currently own all the issued
and outstanding common stock of the company, and will continue to own all of
the common shares to control the operations of the company after this
offering, irrespective of its outcome.
Best Efforts Offering: We are offering our common stock on a "best efforts"
basis through our Chief Executive Officer, who will not receive any discounts
or commissions for selling the shares. There is no minimum number of shares
that must be sold in order to close this offering.
2. Risk Factors
Investing in our common stock involves a high degree of risk. You should
carefully consider each of the following risks, together with all other
information set forth in this Offering Circular, including the financial
statements and the related notes, before making a decision to buy our common
stock. If any of the following risks actually occurs, our business could be
harmed. In that case, the trading price of our common stock could decline,
and you may lose all or part of your investment.
Risks Related to Our ecommerce Operations
Small company in the start-up phase.
We have historically been a small, ecommerce company. There are many changes
within the ecommerce industry that could have negative effects on our
business. These changes are including but not limited to: federal
regulations, fast changing technology, large competitors with more access to
working capital and we are a new company with little name recognition in the
industry.
With respect to the ecommerce business, we are a start-up company with one
facility and no meaningful operating history. As such, you will be investing
in an early stage company and your investment will be subject to the risks
involved in investments in such companies.
Adverse economic or other conditions in the markets in which we do business
could negatively affect our sales and retention rates and therefore our
operating results.
Our operating results are dependent upon our ability to maximize potential
clients and we rely on being able to direct large number of clients to
purchase goods and services. Adverse economic or other conditions in the
markets in which we operate may lower our retention or sales number and limit
our ability to increase revenue.
We face competition for the acquisition of clients, which may impede our
ability to make future sales or may increase the cost of acquiring new
clients.
We compete with many other entities engaged in the ecommerce activities
including national, regional and local companies. This competition may cause
the price we are able to charge clients to decrease, or we maybe unsuccessful
in acquiring new clients on a consistent basis. In addition, our potential
acquisition targets may find our competitors to be more attractive suitors
because they may have greater resources, may be willing to discount prices
more or might be partnered with other software companies creating a more
convenient transition. In addition, the number of entities and the amount of
companies competing for business in the ecommerce industry is increasing and
there are many large companies that have a large target market. This
competition could result in increased demand for discounts and less profit
per customer. Due to such competition it is possible we could experience less
profit than expected from our future sales.
We may not be successful in integrating with certain software partners of
potential customers.
As an ecommerce becomes more and more popular integration into current major
electronic retailers and other software is becoming increasingly important.
Our software is capable of communicating with other software via API
(application programming interface) however there is risk that other
companies will form strategic partnerships with the major ecommerce online
retailers as Amazon and not allow additional 3rd party interfaces within
their software. This could substantially hurt our business model and we
would experience slower than expected growth.
Adverse economic or other conditions in the markets in which we do business
could negatively affect our sales and retention rates and therefore our
operating results.
Our operating results are dependent upon our ability to maximize our sales
and retention rates. Adverse economic or other conditions in the markets in
which we operate may lower our ability to complete sales and to retain
current customers. If we fail to generate revenues sufficient to meet our
cash requirements, including operating and other expenses, debt service and
capital expenditures, our net income, cash flow, financial condition, and the
trading price of our securities could be adversely affected.
We will depend upon our staff to maintain a high level of customer
satisfaction, and any difficulties we encounter in hiring, training and
maintaining skilled personnel may harm our operating performance.
We have experienced managers that have ran previous businesses including
other high-tech businesses and have hired personnel to assist in customer
satisfaction for those businesses. If hiring skilled personnel became too
expensive or we were unable to find qualified people due to unforeseen issues
it could have a negative impact on our sales and retention rates thereby
affecting our profit and revenue projections.
Increases in taxes and regulatory compliance costs may reduce our income.
Risks Related to Our Securities
There is no current established trading market for the Notes or Common Stock
and if a trading market does not develop, purchasers of our securities may
have difficulty selling their securities
There is currently no established public trading market for our Notes or our
Common Stock, and an active trading market in our securities may not develop
or, if developed, may not be sustained. While we intend to seek a quotation
on a major national exchange or automated quotation system in the future,
there can be no assurance that any such trading market will develop, and
purchasers of the Notes may have difficulty selling their Notes or the
underlying common stock, if converted, should they desire to do so. No market
makers have committed to becoming market makers for our common stock and none
may do so.
Because we are a "shell company" the holders of our restricted securities
will not be able to sell their securities in reliance on Rule 144 and we
cannot file registration statements under Section 5 of the Securities Act
using a Form S-8, until we cease being a "shell company".
We are a "shell company" as that term is defined by the applicable federal
securities laws. Specifically, because of the nature and amount of our
assets and our very limited operations, pursuant to applicable federal rules,
we are considered a "shell company". Applicable provisions of Rule 144
specify that during that time that we are a "shell company" and for a period
of one year thereafter, holders of our restricted securities cannot sell
those securities in reliance on Rule 144. This restriction may have potential
adverse effects on future efforts to form additional capital through
unregistered offerings. Another implication of us being a shell company is
that we cannot file registration statements under Section 5 of the Securities
Act using a Form S-8, a short form of registration to register securities
issued to employees and consultants under an employee benefit plan. As
result, one year after we cease being a shell company, assuming we are
current in our reporting requirements with the Securities and Exchange
Commission and have filed current "Form 10 information" with the SEC
reflecting our status as an entity that is no longer a shell company for a
period of not less than 12 months, holders of our restricted securities may
then sell those securities in reliance on Rule 144 (provided, however, those
holders satisfy all of the applicable requirements of that rule). For us to
cease being a "shell company" we must have more than nominal operations and
more that nominal assets or assets which do not consist solely of cash or
cash equivalents. Shares purchased in this offering, which will be
immediately resalable, and sales of all of our other shares if and when
applicable restrictions against resale expire, could have a depressive effect
on the market price, if any, of our common stock and the shares we are
offering.
The offering price of the Notes being offered herein has been arbitrarily
determined by us and bears no relationship to any criteria of value; as such,
investors should not consider the offering price or value to be an indication
of the value of the shares being registered.
Currently, there is no public market for our Notes. The offering price for
the Notes being registered in this offering has been arbitrarily determined
by us and is not based on assets, operations, book or other established
criteria of value. Thus, investors should be aware that the offering price
does not reflect the market price or value of our common shares.
We may, in the future, issue additional shares of common stock, which would
reduce investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 50,000,000 shares of
common stock. As of the date of this prospectus the Company had 15,000,000
shares of common stock outstanding. Mrunal Desai owns 5,000,250 shares,
Yogesh Thakkar owns 5,000,250 shares, Mahendra Patel owns 1,749,750 shares,
Manan Patel owns 1,749,750 shares, Sohelahmed Khalifa owns 1,500,000 shares.
Accordingly, we may issue up to an additional 35,000,000 shares of common
stock. The future issuance of common stock may result in substantial dilution
in the percentage of our common stock held by our then existing shareholders.
We may value any common stock issued in the future on an arbitrary basis. The
issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares
held by our investors, and might have an adverse effect on any trading market
for our common stock.
We are subject to compliance with securities law, which exposes us to
potential liabilities, including potential rescission rights.
We may offer to sell our common stock to investors pursuant to certain
exemptions from the registration requirements of the Securities Act of 1933,
as well as those of various state securities laws. The basis for relying on
such exemptions is factual; that is, the applicability of such exemptions
depends upon our conduct and that of those persons contacting prospective
investors and making the offering. We may not seek any legal opinion to the
effect that any such offering would be exempt from registration under any
federal or state law. Instead, we may elect to relay upon the operative facts
as the basis for such exemption, including information provided by investor
themselves.
If any such offering did not qualify for such exemption, an investor would
have the right to rescind its purchase of the securities if it so desired. It
is possible that if an investor should seek rescission, such investor would
succeed. A similar situation prevails under state law in those states where
the securities may be offered without registration in reliance on the partial
preemption from the registration or qualification provisions of such state
statutes under the National Securities Markets Improvement Act of 1996. If
investors were successful in seeking rescission, we would face severe
financial demands that could adversely affect our business and operations.
Additionally, if we did not in fact qualify for the exemptions upon which it
has relied, we may become subject to significant fines and penalties imposed
by the SEC and state securities agencies.
Anti-takeover effects of certain provisions of Texas state law hinder a
potential takeover of the Company.
Though not now, we may be or in the future we may become subject to Texas's
control share law. A corporation is subject to Texas's control share law if
it has more than 200 stockholders, at least 100 of whom are stockholders of
record and residents of Texas, and it does business in Texas or through an
affiliated corporation. The law focuses on the acquisition of a "controlling
interest" which means the ownership of outstanding voting shares sufficient,
but for the control share law, to enable the acquiring person to exercise the
following proportions of the voting power of the corporation in the election
of directors: (i) one-fifth or more but less than one-third, (ii) one-third
or more but less than a majority, or (iii) a majority or more. The ability to
exercise such voting power may be direct or indirect, as well as individual
or in association with others.
The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the
corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only
once by the other stockholders. Thus, there is no authority to strip voting
rights from the control shares of an acquiring person once those rights have
been approved. If the stockholders do not grant voting rights to the control
shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell its shares to others.
If the buyers of those shares themselves do not acquire a controlling
interest, their shares do not become governed by the control share law. If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Texas's control share law may have the effect of discouraging takeovers of
the corporation. In addition to the control share law, Texas has a business
combination law which prohibits certain business combinations between Texas
corporations and "interested stockholders" for three years after the
"interested stockholder" first becomes an "interested stockholder," unless
the corporation's board of directors approves the combination in advance.
For purposes of Texas law, an "interested stockholder" is any person who is
(i) the beneficial owner, directly or indirectly, of ten percent or more of
the voting power of the outstanding voting shares of the corporation, or (ii)
an affiliate or associate of the corporation and at any time within the three
previous years was the beneficial owner, directly or indirectly, of ten
percent or more of the voting power of the then outstanding shares of the
corporation. The definition of the term "business combination" is
sufficiently broad to cover virtually any kind of transaction that would
allow a potential acquiror to use the corporation's assets to finance the
acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The effect of Texas's business combination law is to potentially discourage
parties interested in taking control of the Company from doing so if it
cannot obtain the approval of our board of directors.
3. DILUTION
Should you purchase any of the Notes being offered herein, your interest may
be diluted. The Company may offer its debt securities in future offerings
that have equal or greater liquidation preferences than the Notes. That is,
in the event of a liquidation, your pro rata interest in the assets of the
Company will be marginalized alongside other holders of the Company's Notes.
Moreover, the Company holds the right to compel the holders of the Notes to
convert the then-outstanding principal and interest into shares of the
Company's common stock. Your as-converted stake in the Company will be
diluted due to the Company issuing additional shares of its common stock.
That is when the company issues more shares, the percentage of the company
that you own will go down, even though the value of the company may go up.
You will own a smaller piece of a larger company. This increase in number of
shares outstanding could result from a stock offering (such as an initial
public offering, another crowd funding round, a venture capital round, angel
investment), employees exercising stock options, or by conversion of certain
instruments (e.g. convertible bonds, preferred shares or warrants) into
stock.
If the company decides to issue more shares, an investor could experience
value dilution, with each share being worth less than before, and control
dilution, with the total percentage an investor owns being less than before.
The company has authorized and issued only one class or type of shares,
common stock. Therefore, all of the company's current shareholders and the
investors in this Offering will experience the same dilution if the company
decides to issue more shares in the future.
4. PLAN OF DISTRIBUTION
We are offering a maximum of 2,000 convertible notes on a no minimum, "best
efforts" basis. We will sell the notes ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our notes using our
best efforts and no one has agreed to buy any of our notes. This prospectus
permits our officers and directors to sell the notes directly to the public,
with no commission or other remuneration payable to them for any notes they
may sell. There is no plan or arrangement to enter into any contracts or
agreements to sell the notes with a broker or dealer. Our officers and
directors will sell the notes and intend to offer them to friends, family
members and business acquaintances. There is no minimum amount of notes we
must sell so no money raised from the sale of our notes will go into escrow,
trust or another similar arrangement.
The notes are being offered by Mrunal Desai, the Company's Chief Executive
Officer and the CFO. Mr. Yogesh Thakkar will be relying on the safe harbor
in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the notes. No
sales commission will be paid for notes sold by Mr. Yogesh Thakkar. Mr.
Yogesh Thakkar is not subject to a statutory disqualification and is not
associated persons of a broker or dealer.
Additionally, Mr. Yogesh Thakkar primarily performs substantial duties on
behalf of the registrant otherwise than in connection with transactions in
securities. Mr. Yogesh Thakkar has not been a broker or dealer or an
associated person of a broker or dealer within the preceding 12 months and
they have not participated in selling an offering of securities for any
issuer more than once every 12 months other than in reliance on paragraph
(a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.
The offering will terminate upon the earlier to occur of: (i) the sale of all
2,000 notes being offered, or (ii) 365 days after this registration statement
is declared effective by the Securities and Exchange Commission.
No securities are being sold for the account of security holders; all net
proceeds of this offering will go to the Company.
5. USE OF PROCEEDS TO ISSUER
We estimate that, at a per note price of $1,000, the net proceeds from the
sale of the 2,000 notes in this Offering will be approximately $1,970,000,
after deducting the estimated offering expenses of approximately $30,000.
We will utilize the net proceeds from this offering to grow the team,
salaries for the team, operational costs, infrastructure costs, marketing for
our products, and other operating expenses.
The following table below sets forth the uses of proceeds assuming the sale
of 25%, 50%, 75% and 100% of the securities offered for sale in this offering
by the company. For further discussion see the Company's Plan of Operation.
25% of Offering Sold 50% of Offering Sold
75% of Offering Sold 100% of Offering Sold
Offering Proceeds
Notes Sold 500 1000 1500 2,000
Gross Proceeds $500,000 $1000,000
$1,500,000 $2,000,000
Total Before Expenses $500,000 $1000,000
$1,500,000 $2,000,000
Offering Expenses
Legal & Accounting $24,500 $24,500
$24,500 $24,500
Publishing/EDGAR $2,000 $2,000
$2,000 $2,000
Transfer Agent $1,250 $1,750 $2,500 $3,500
Total Offering Expenses $27,750 $28,250 $29,000 $30,000
Amount of Offering Proceeds
Available for Investment $472,250 $971,750
$1,471,000 $1,970,000
Expenditures
Operation Expenses (1) $472,250 $971,750
$1,471,000 $1,970,000
Working Capital Reserves $ $ $ $
Total Expenditures $472,250 $971,750
$1,471,000 $1,970,000
Net Remaining Proceeds $- $- $-
$-
(1) "Operation Expenses" are expenses related to our working capital
expenses. These expenses include but are not limited to travel and
communications expenses, non-refundable employee payments, accounting fees,
marketing, salaries, infrastructure costs and miscellaneous expenses. The
presentation in the table is based on the assumption that we will not borrow
any money for our operation.
The above figures represent only estimated costs. This expected use of net
proceeds from this offering represents our intentions based upon our current
plans and business conditions. The amounts and timing of our actual
expenditures may vary significantly depending on numerous factors, including
the status of and results from operations. As a result, our management will
retain broad discretion over the allocation of the net proceeds from this
offering. We may find it necessary or advisable to use the net proceeds from
this offering for other purposes, and we will have broad discretion in the
application of net proceeds from this offering. Furthermore, we anticipate
that we may need to secure additional funding for the fully implement our
business plan.
The company reserves the right to change the above use of proceeds if
management believes it is in the best interests of the company.
6. DESCRIPTION OF BUSINESS
Our Company
Astics, Inc. was incorporated under the laws of Texas on September 2, 2014.
Our principal executive offices are located at 2167 El Capitan Ave, Santa
Clara, CA 95050.
Astics, Inc. is an IT product based company which comprises of two categories
of products: mobile applications and ecommerce portal.
The Company develops, markets and operates social games and religious apps on
mobile platforms, such as the iPhone Operating System (iOS) and Android and
social networking sites, such as Facebook.
The Company also develops, markets, and operates an ecommerce platform for
desktop and mobile platforms.
The Company operates through developing and monetizing on apps it develops,
and generates revenue on goods sold on its ecommerce platform.
The Company has developed various apps, including Bible, Bhagwad Gita, and
Cricket franchise. The Company designs its apps to provide players with
shared experiences that surprise and delight them. Its apps are free to play,
span a number of categories and attract a community of players that is
demographically and geographically diverse. The Company operates its games as
live services and updates them with content and features to make them social,
develop player engagement and monetization. The Company analyzes the data
generated by its users in order to guide the creation of content and
features. The Company operates its games as live services that are available
anytime and anywhere.
The Company has also developed and operating an ecommerce platform which is
available on desktop and mobile platforms. It's a platform for people to
compare and buy at the lowest price in the market. It's going to expand into
a platform for people to buy and sell products, new and used.
Below are some amazing results for 4 of our products from many:
Our Competitive Strengths
We believe the experience of our directors and officers, as well as our
investment strategies, distinguish us from other companies. Specifically, our
competitive strengths include the following:
? Experienced and Dedicated Management Team. The Company
maintains a committed management team with experience in all the Information
Technology business. The founders have a history of running multiple
successful businesses. Our management team has also established a robust
infrastructure of service providers, including longstanding relationships
with major online merchants as Amazon.
? Strategy of Opportunistic Investing. We have an extensive deal
flow network in target markets due to long-standing relationships with the
leaders in our industry. The Medalist companies focus on value creation
through a "hands on" management approach.
? Highly Disciplined bottom up Approach. We intend to take a
time-tested and thorough approach to analysis, management and consumer
reporting. The Medalist companies also adhere to a rigorous due diligence
process, and strict technology development discipline.
Doing Business: The Founders have been funding and running this company since
Sept, 2014. The Company is already doing business. We are raising capital for
our growth plan, and not to start opration.
eCommerce Portal: The Company have found a niche product, and features which
are very helpful for consumers, and are planning to expand to 2 additional
countries by 2016.
Mobile Applications: The Company has multiple applications, which have been
used in many countries and in different categories. We are not confined to
one sector or category. Our apps have a target market of 5B people.
Target Markets: Due to our capability to develop multiple mobile applications
in different categories, our target market for mobile application is 5B
people. For our ecommerce portal, our current target market is 1.3B people.
Expansion of our ecommerce portal into 2 other countries by end of 2016 will
increase that target market to 2B people.
Industry Overview: Our company's is focused on Mobile Applications and
eCommerce portal. Below is the Industry Overview for each:
Mobile Applications:
o Total number of smartphone users in the world: 2B, and growing a very
rapid pace.
o Total amount spent on apps in 2015: $41B
o Lot of companies are building mobile applications, but not many have
reached the number of downloads, and returning ratio which we have achieved.
o Mobile Applications is a very fast growing industry, and growth will
continue as there are still 4-5B people without smartphones.
eCommerce Platform:
o eCommerce is a biggest market in the world. In 2015, the projections
were 25% growth in ecommerce which will bring the total spend to $1.75
Trillion.
o Our first market was India where ecommerce is growing at more than
60%. In 2015 the total ecommerce spend was $23B, and by 2020 the projection
is more than $100B. We chose that as our first market because it's just the
beginning in India.
o By end of 2016, we will be selling in 3 countries, which will give us
over $300B of ecommerce market to sell.
o Lot of companies exist in eCommerce, but total spend is also
increasing rapidly, and our unique features will attract lot of customers
from other ecommerce sites.
Market Opportunity
Mobile Applications:
o Total number of smartphone users in the world: 2B, and growing a very
rapid pace.
o Total amount spent on apps in 2015: $41B
o Lot of companies are building mobile applications, but not many have
reached the number of downloads, and returning ratio which we have achieved.
o Mobile Applications is a very fast growing industry, and growth will
continue as there are still 4-5B people without smartphones.
ecommerce Platform:
o eCommerce is a biggest market in the world. In 2015, the projections
were 25% growth in ecommerce which will bring the total spend to $1.75
Trillion.
o Our first market was India where ecommerce is growing at more than
60%. In 2015 the total ecommerce spend was $23B, and by 2020 the projection
is more than $100B. We chose that as our first market because it's just the
beginning in India.
o By end of 2016, we will be selling in 3 countries, which will give us
over $300B of ecommerce market to sell.
o Lot of companies exist in eCommerce, but total spend is also
increasing rapidly, and our unique features will attract lot of customers
from other ecommerce sites.
Competition
Mobile Applications:
o In Bible there are many people companies who is making the app but we
are trying to be best in all of them. Companies have created in last many
years and running successfully in the market which has over 1M users.
o In Shrimad Bhagvad Gita, there is not a big competition. There are few
companies who is making and running successfully in the market. In this app
we can go big and we saw some good results in the market.
o Cricket is another big app that has good healthy competition where big
companies are working on. The market is really big and need to concentrate on
the app. All cricket games are doing good in the market.
Ecommerce Platform:
o Ecommerce just started in India few years back and competition is not
that big. There are few companies started in 2014 and 2015 they are doing
good in the market but still there is lot of market that is not been captured
yet. We have to do good marketing to capture that market. In India people
have just started to buy online and still many people will be ready to buy
online. We are also working on other countries where we are going to
implement our ecommerce platforms.
Government Regulation
Our business is subject to many laws and governmental regulations. Changes in
these laws and regulations, or their interpretation by agencies and courts,
occur frequently.
Investment Company Act of 1940
We intend to conduct our operations so that we are not required to register
as an investment company under the Investment Company Act of 1940, as
amended, or the 1940 Act.
Employees:
Currently, the company does have 20 full time employees. The company may hire
a number of employees as needed after effectiveness of this offering
primarily to support our acquisition and development efforts.
Legal Proceedings
We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their
respective affiliates, or any beneficial stockholder, is an adverse party or
has a material interest adverse to our interest.
7. DESCRIPTION OF PROPERTY
Our principal office is located at 2167 El Capitan Ave, Santa Clara, CA
95050, and our development office is located at S-18, Shakti Arcade, Science
City Road, Ahmedabad, 380060 Gujarat, INDIA. These offices are leased from
Kavita Patel at a rate of $500 per month for a term of 12 months. The lease
term will expire on Feb, 2017
We do not currently lease or own any other real property.
8. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The company was incorporated in Texas on September 20, 2014. Our principal
executive offices are located at 2167 El Capitan Ave, Santa Clara, CA 95050.
Astics, Inc. is a IT product based company which comprises of 2 categories of
products: mobile applications and ecommerce portal. The Company develops,
markets and operates social games, and religious apps, on mobile platforms,
such as iPhone Operating System (iOS) and Android and social networking
sites, such as Facebook. The company also develops, markets, and operates an
ecommerce platform for desktop, and mobile platforms. The Company operates
through developing and monetizing on apps it develops, and generates revenue
on goods sold on its ecommerce platform.
The Company has developed various apps, including Bible, Bhagwad Gita, and
Cricket franchise. The Company designs its apps to provide players with
shared experiences that surprise and delight them. Its apps are free to play,
span a number of categories and attract a community of players that is
demographically and geographically diverse. The Company operates its games as
live services and update them with content and features to make them social,
develop player engagement and monetization. The Company analyzes the data
generated by its users to guide the creation of content and features. The
Company operates its games as live services that are available anytime and
anywhere.
The Company has also developed and operating an ecommerce platform which is
available on desktop and mobile platforms. It's a platform for people to
compare, and buy at the lowest price in the market. It's going to expand into
a platform for people to buy and sell products, new and used.
We are a start-up, and we expect to use substantially all of the net proceeds
from this offering to develop next version of our products which will include
new features, new designs, and better user experience. This in return will
attract a lot more consumers, which will convert into revenue.
Since inception, the Company has developed various mobile applications,
including Bible, Bhagwad Gita, and Cricket franchise attracting more than
quarter million users. The Company has also developed an ecommerce portal for
desktop and mobile platforms attracting more than 50,000 users, and
generating sales of $30,000 within 3 months. The Company is focused on
developing next version of its mobile applications with new features, designs
and creative ways to improve monetization. The company is also focused on
developing next version of ecommerce to include more features, better user
interface, improve search, unique shopping experience, adding more products
and affiliates, and expanding into other countries.
Operating Results
As of June 1, 2016, we have generated limited revenues of $5902 and incurred
expenses of $42,375 Our operating expenses consist of the costs incurred in
organizing the company and this offering. As a result, our net loss for the
period from inception through June 1, 2016 was $36,473.
To meet our need for cash we are attempting to raise money from this
offering. The maximum aggregate amount of this offering will be required to
fully implement our growth/expansion plan. We are planning to use this
funding for marketing, and accelerate our development for our new versions.
This amount will be help us to generate significant revenue with our new
offerings in terms of features, new items to sell, and better and easier user
interface designs. We are expecting a significant amount of growth in terms
of revenue, users, and market share with this raise.
Liquidity and Capital Resources
As of May 31st, 2016, the Company had $30,853 in cash and total liabilities
of $30,000. As of May 31, 2016, the Company has incurred total expenses since
inception of $42,375, related to the operation and expenses associated with
this Offering. We are attempting to raise funds to proceed with our plan of
operation. The Company hopes to raise $2,000,000 in this Offering. If we are
successful at raising the maximum amount of this offering, we believe that
such funds will be sufficient to fund our expenses over the next twelve
months, and achieve significant growth.
Although we planning a major marketing and development approach, there is no
guarantee that we will be successful. Our plan will depend highly on our
funds, the availability of those funds, and the success of our
implementation. Upon the qualification of the Form 1-A, the Company plans to
pursue its marketing and growth plan. There can be no assurance of the
Company's ability to do so or that additional capital will be available to
the Company. If so, the Company's investment objective of rapid growth will
be adversely affected and the Company may not be able to pursue its goals if
it is unable to finance such acquisitions. The Company currently has no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources. Since the Company
has no such arrangements or plans currently in effect, its inability to raise
funds for the above purposes will have a severe negative impact on its
ability to grow and to implement its plan. There can be no assurance that
additional capital will be available to the Company. If we are successful at
raising capital by issuing more stock, or securities which are convertible
into shares of the Company, your investment will be diluted as a result of
such issuance.
We are dependent upon the success of this offering to achieve our planed
growth, as described herein. Therefore, the failure thereof would result in
the need to seek capital from other resources such as taking loans, which
would likely not even be possible for the Company. However, if such financing
were available, because we are a development stage company with only two
years in operation to date, we would likely have to pay additional costs
associated with loans and be subject to an above market interest rate. At
such time these funds are required, management would evaluate the terms of
such debt financing. If the Company cannot raise additional proceeds via a
private placement of its equity or debt securities, or secure a loan, the
Company would be required to scale back its rapid growth plan.
Off-Balance Sheet Arrangements
As of May 31, 2016, we did not have any off-balance sheet arrangements.
Plan of Operations
Over the next twelve months, the Company intends to focus on developing and
marketing its current products using the proceeds from this offering.
Our director intends to recruit developers and marketing team using the
proceeds from this offering to increase revenue, and users.
9. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The board of directors elects our executive officers annually. A majority
vote of the directors who are in office is required to fill vacancies. Each
director shall be elected for the term of one year, and until her successor
is elected and qualified, or until her earlier resignation or removal. Our
directors and executive officers are as follows:
The table below lists our directors and executive officers, their ages, and
the date of their first appointment to such positions. Each position is
currently held with an indefinite term of office.
Name Position Age
Date of First
Appointment
Mrunal Desai CEO, Director 35 September 2, 2014
Yogesh Thakkar CFO, Secretary, Director 37 September 2, 2014
Mahendra Patel CTO, Director 30 September 2, 2014
Manan Patel Development VP, Director 27 September 2, 2014
Sohelahmed Khalifa Infrastructure VP, Director 29 April 1, 2015
Mrunal Desai, Co-Founder and CEO:
Mrunal drives the company's vision and manages Marketing and Technical
aspects of the company. He graduated in Computer Science from California
State University, Hayward. He has 11 years of experience in Technology and
eCommerce by working at Microsoft, eBay, Macys.com, R+F(Rodan and Fields),
and Ariba-SAP. He has also been an entrepreneur, and have started multiple
small IT businesses during his college days to pay his expenses, and college
fees.
After learning a lot from his practical experience working in Technology and
eCommerce, he decided to start his own venture, Astics Inc in 2014.
He has his own principles, and lives using them. It's obvious, that new ones
will always be added to that list, but he always believed and will always
believe in 2 things very strongly: No work is big or small, and Follow what
you believe in.
Yogesh Thakkar, Co-Founder, CFO, and Secretary:
Yogesh drives the company's vision, manages financials and manages customer
and partner relations. He has 15 years of experience being an entrepreneur,
and has successfully started multiple businesses from scratch, and sold many
of them with huge profits. He owns businesses in different industries like
Hospitality, Accounting, Manufacturing, and Textile. He possesses a unique
combination of skills and abilities to successfully manage a complex set of
responsibilities in a high profile operation including, 15 plus years of high
level finance and accounting role in an oil and gas industry and in other
ventures.
Being worked in IT sector in his early days, he is very passionate about
developing software, and has also designed and developed software for his
manufacturing and accounting business. He is innovative and consistently
introduces new ideas and demonstrates original thinking and inspires
teammates to follow them. Inspired to perform well by an ability to drive new
ventures within the business
Mahendra Patel, CTO:
Mahendra heads the technical aspects of Astics, ensuring a quick, convenient
and instinctive experience for our customers and partners. He graduated with
Master of Computer Applications from Ganpat University, India. He has 12
years of experience, including hands on programming, development,
researching, learning and implementing new technologies. He is very
passionate and very mature when it comes to his job. He fulfills the vision
of the company and what tools and technology to use to get best results. He
has deep technical knowledge, is a great motivator and has in depth knowledge
about various subjects like android, iOS, Windows mobile application and
games, online magazines with online editing and publishing, Big Data
Analytics Applications for planning, operations and management.
He is a good teacher who will always be there to teach you whatever he knows.
He is always polite to everyone and the meantime gets his point across the
table. Very Broad-minded, goal oriented, strong and responsible team player.
He brings a ton of energy and enthusiasm to in the company. He drives the
team's performance in the right direction.
In the company, everybody calls him Mahendra Baba. He never gets angry, and
deals everything with patience, and his technical skills. He has a very good
habit of managing timelines, because he has experience of each position under
him starting from a fresh developer right out of college, and understands the
time it takes for development.
Manan Patel, VP, Engineering:
Manan is responsible for development for Astics. He has 7 years of industrial
experience. He graduated with B.Tech in Computer Engineering from University
of Rajasthan, India. He had worked in ecommerce, hospitality, real estate,
gaming, and cross platform mobile applications. He is smart, energetic,
passionate, and very active. He is very sharp with his skills in developing
mobile, and web. He started from ground up, and have learnt lot all by
himself. He is the enthusiastic team member and always brought quality
solutions for problems at the right time. He always presents a good quality
of work.
His is blessed with amazing level of confidence and has a vocal skill that
make him stand out of the crowd. He is aggressive, and wants to test new
ideas and out of the box approaches to the problems. These skills make him a
great developer and a great leader who leads from the front.
Sohel Khalifa, VP, Infrastructure:
Sohel is responsible for all of server infrastructure in Astics. He graduated
with B.Tech in Computer Science and Engineering from Gujarat Technological
University, Ahmedabad, India. He has 5 years of professional experience and
has worked in large variety fields like ecommerce, gaming, real time websites
with mobile apps, voice applications and many more. Give him a requirements
or problems, and he can do his magic in no time.
Sohel's sophisticated grasp of databases and server architectures, combined
with the knowledge of cutting edge server side technologies dramatically
helped developing many of the company's products.
He is a technology buff and has a very good interest in reading and exploring
new things and ideas, which helps a lot when he comes up with new
technologies, tools and approaches to be used for better, faster results,
with lower cost.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer
or controller or persons performing similar functions.
Board Composition
Our Bylaws provide that the Board of Directors shall consist of no more than
three (6) directors. Each director of the Company serves until his successor
is elected and qualified, subject to removal by the Company's majority
shareholders. Each officer shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board of Directors, and shall hold his office until his successor is elected
and qualified, or until his earlier resignation or removal.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of
independent directors, the functions that would have been performed by such
committees are performed by our directors. Thus, there is a potential
conflict of interest in that our directors and officers have the authority to
determine issues concerning management compensation and audit issues that may
affect management decisions. We are not aware of any other conflicts of
interest with any of our executives or directors.
Director Independence
Our board of directors has undertaken a review of the independence of each
director and considered whether any director has a material relationship with
us that could compromise his ability to exercise independent judgment in
carrying out his responsibilities. As a result of this review, our board of
directors determined that our directors do not meet the independence
requirements, according to the applicable rules and regulations of the SEC.
Corporate Governance
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for that purpose, we currently
have no specific audit committee and no audit committee financial expert.
Based on the fact that our current business affairs are simple, any such
committees are excessive and beyond the scope of our business and needs.
Family Relationships
None.
Involvement in Certain Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last ten years in any of the
following:
- 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,
- Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses),
- Being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting her involvement in any type of business, securities or banking
activities,
- Being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
- Having any government agency, administrative agency, or administrative
court impose an administrative finding, order, decree, or sanction against
them as a result of their involvement in any type of business, securities, or
banking activity.
- Being the subject of a pending administrative proceeding related to
their involvement in any type of business, securities, or banking activity.
- Having any administrative proceeding been threatened against you
related to their involvement in any type of business, securities, or banking
activity.
Significant Employees
None.
10. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information about the annual compensation of
each of our five highest-paid persons who were directors or executive
officers during our last completed fiscal year.
Cash Other Total
Capacities in which compensation compensation compensation
Name compensation was received ($) ($) ($)
Mrunal Desai CEO, Director -0- -0- -0-
Yogesh Thakkar CFO, Secretary, Director -0- -0- -0-
Mahendra Patel CTO, Director 14,000 -0- 14,000
Manan Patel Development VP, Director 9,000 -0- 9,000
Sohelahmed Khalifa Infrastructure VP, Director 7,000 -0- 7,000
Compensation of Directors
We do not compensate our directors for attendance at meetings. We reimburse
our officers and directors for reasonable expenses incurred during the course
of their performance. We have no long-term incentive plans.
11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following tables set forth the ownership, as of the date of this
prospectus, of our common stock by each person known by us to be the
beneficial owner of more than 5% of our outstanding common stock, our
directors, and our executive officers and directors as a group. To the best
of our knowledge, the persons named have sole voting and investment power
with respect to such shares, except as otherwise noted. There are not any
pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities
and Exchange Commission and is not necessarily indicative of ownership for
any other purpose. Under these rules, a person is deemed to be a "beneficial
owner" of a security if that person has or shares the power to vote or direct
the voting of the security or the power to dispose or direct the disposition
of the security. A person is deemed to own beneficially any security as to
which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one person
may be deemed to be a beneficial owner of the same securities. The percentage
of beneficial ownership by any person as of a particular date is calculated
by dividing the number of shares beneficially owned by such person, which
includes the number of shares as to which such person has the right to
acquire voting or investment power within 60 days, by the sum of the number
of shares outstanding as of such date plus the number of shares as to which
such person has the right to acquire voting or investment power within 60
days. Consequently, the denominator used for calculating such percentage may
be different for each beneficial owner. Except as otherwise indicated below
and under applicable community property laws, we believe that the beneficial
owners of our common stock listed below have sole voting and investment power
with respect to the shares shown.
Amount and
Amount and nature of
nature of beneficial
Percent
Name and address of beneficial beneficial
ownership of class
owner (1) ownership (2) acquirable (3)
Mrunal Desai 5,000,250 500
33.33%
Yogesh Thakkar 5,000,250 500
33.33%
Mahendra Patel 1,749,750 175
11.67%
Manan Patel 1,749,750 175
11.67%
Sohelahmed Khalifa 1,500,000 150 10.00%
Total
All directors and officers as a
group (5 persons)
15,000,000
100%
(1) The address of those listed is 2167 El Capitan Ave, Santa
Clara, CA 95050
(2) Unless otherwise indicated, all shares are owned directly by
the beneficial owner.
(3) Based on 15,000,000 shares outstanding prior to this Offering.
12. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During the last fiscal year, there have been no transactions, or proposed
transactions, which have materially affected or will materially affect us in
which any director, executive officer or beneficial holder of more than 5% of
the outstanding common, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material
indirect interest. We have no policy regarding entering into transactions
with affiliated parties.
Conflicts of Interest and Corporate Opportunities
The officers and directors have acknowledged that under Texas Corporate law
that they must present to the Company any business opportunity presented to
them as an individual that met the Texas's standard for a corporate
opportunity: (1) the corporation is financially able to exploit the
opportunity; (2) the opportunity is within the corporation's line of
business; (3) the corporation has an interest or expectancy in the
opportunity; and (4) by taking the opportunity for his own, the corporate
fiduciary will thereby be placed in a position inimical to their duties to
the corporation. This is enforceable and binding upon the officers and
directors as it is part of the Code of Ethics that every officer and director
is required to execute. However, the Company has not adopted formal written
policies or procedures regarding the process for how these corporate
opportunities are to be presented to the Board. It is the Company's
intention to adopt such policies and procedures in the immediate future.
13. SECURITIES BEING OFFERED
Convertible Notes
This offering relates to the sale of up to two thousand (2,000) eight (8%)
percent Convertible Notes of the Company. Interest is payable semi-annually
and in arrears commencing on December 31, 2016. The Notes are unsecured and
mature 36 months from the date of issuance. The Notes carry no prepayment
penalty. At its sole and absolute election, the Company may compel the
holders of all or part of the Note to have the then-outstanding principal and
interest into shares of the Company's common stock. The price at which the
Notes may convertible into shares of the Company's common stock will be
seventy-five (75%) percent of the twenty (20) trailing average bid price as
quoted on any major national exchange or automated quotation system.
Accordingly, the Notes may only be converted should the Company obtain a
public listing for its Common Stock. Currently, the Company does not qualify
for a listing of its Common Stock on any major national stock exchange of
automated quotation system and has not present intention to seek such a
listing.
Capital Stock
We are not offering any shares of our capital stock in this Offering.
Our authorized capital stock consists of 50,000,000 shares of common stock,
$0.0001 par value per share. As of June 1, 2016 we had 15,000,000 shares of
common stock outstanding and zero shares of preferred stock outstanding.
Outstanding shares are distributed in this order: Mrunal Desai owns 5,000,250
shares, Yogesh Thakkar owns 5,000,250 shares, Mahendra Patel owns 1,749,750
shares, Manan Patel owns 1,749,750 shares, Sohelahmed Khalifa owns 1,500,000
shares. The following is a summary of the rights of our capital stock as
provided in our certificate of incorporation, as amended, and bylaws. For
more detailed information, please see our articles of incorporation and
bylaws, which have been filed as exhibits to the Offering Statement of which
this Offering Circular is a part.
Common Stock
As of the date of this registration statement, there were 15,000,000 shares
of common stock issued and outstanding held by five (5) shareholders.
Voting Rights. The holders of the common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
shareholders. Under our amended and restated certificate of incorporation and
bylaws, our stockholders will not have cumulative voting rights. Because of
this, the holders of a majority of the shares of common stock entitled to
vote in any election of directors can elect all of the directors standing for
election, if they should so choose.
Dividends. Subject to preferences that may be applicable to any then-
outstanding preferred stock (in the event we create preferred stock), holders
of common stock are entitled to receive ratably those dividends, if any, as
may be declared from time to time by the board of directors out of legally
available funds.
Liquidation Rights. In the event of our liquidation, dissolution or winding
up, holders of common stock will be entitled to share ratably in the net
assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities and the satisfaction of any
liquidation preference granted to the holders of any then-outstanding shares
of preferred stock that may be created in the future.
Other Rights. Holders of common stock have no preemptive, conversion or
subscription rights and there are
no redemption or sinking fund provisions applicable to the common stock. The
rights, preferences and privileges of the holders of common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of
any series of preferred stock that we may create in the future.
Share Eligible for Future Sale
Prior to this offering, there was no public market for our common stock. We
cannot predict the effect, if any, that market sales of shares of our common
stock or the availability of shares of our common stock for sale will have on
the market price of our common stock. Sales of substantial amounts of our
common stock in the public market could adversely affect the market prices of
our common stock and could impair our future ability to raise capital through
the sale of our equity securities.
We have outstanding an aggregate of 15,000,000 shares of our common stock.
None of these shares will be freely tradable without restriction or further
registration under the Securities Act, unless those shares are purchased by
our affiliates, as that term is defined in Rule 144 under the Securities Act.
The 15,000,000 shares of common stock outstanding after this offering will be
restricted as a result of securities laws. Restricted securities may be sold
in the public market only if they have been registered or if they qualify for
an exemption from registration under Rule 144 under the Securities Act.
Rule 144
A person who has beneficially owned restricted shares of common stock for at
least six months would be entitled to sell their shares provided that (1)
such person is not deemed to have been one of our affiliates at the time of,
or at any time during the three months preceding, a sale and (2) we are
subject to the Exchange Act periodic reporting requirements for at least
three months before the sale. Persons who have beneficially owned restricted
shares of common stock for at least six months but who are our affiliates at
the time of, or any time during the three months preceding, a sale, would be
subject to additional restrictions, by which such person would be entitled to
sell within any three-month period a number of shares that does not exceed
the greater of either of the following:
- 1% of the number of shares then outstanding, which will equal 90,850
shares of common stock immediately after this offering (or 104,290 shares of
common stock if the over-allotment option is exercised in full); and
- the average weekly trading volume of the shares of common stock during
the four calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale.
Sales under Rule 144 are also limited by manner of sale provisions and notice
requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell
Companies
Rule 144 is not available for the resale of securities initially issued by
shell companies (other than business combination related shell companies) or
issuers that have been at any time previously a shell company. However, Rule
144 also includes an important exception to this prohibition if the following
conditions are met:
- the issuer of the securities that was formerly a shell company has
ceased to be a shell company;
- the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act;
- the issuer of the securities has filed all Exchange Act reports and
material required to be filed, as applicable, during the preceding 12 months
(or such shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports; and
- at least one year has elapsed from the time that the issuer filed
current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.
14. FINANCIAL STATEMENTS
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
FINANCIAL STATEMENTS
For the period ended April 30, 2016
CONTENTS:
Report of Independent Registered Public Accounting Firm
Balance Sheet as of May 31, 2016
Statement of Operations for the period from January 1, 2016 to May 31, 2016
Statements of Stockholder's Deficit for the period from January 1, 2016 to
May 31, 2016
Statements of Cash Flows for the period from January 1, 2016 to May 31, 2016
Notes to the Financial Statements
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
BALANCE SHEET
As of May 31, 2016
Unaudited
ASSETS May 31, 2016
$
Current Assets:
Cash 30,853
Total Current Assets 30,853
Other Assets:
Software 288,130
Total Other Assets 288,130
TOTAL ASSETS 318,983
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Related Party Note 30,000
Total Current Liabilities 30,000
Total Liabilities 30,000
Stockholders' Equity
Common Stock, Par Value $0.0001, 50,000,000 Authorized, 15,000,000 Issued &
Outstanding 1,500
Additional Paid In Capital 323,956
Prior Accumulated Retained Earnings
Current net profit (loss) (36,473)
Less: Dividends -
Total Shareholders' Equity 288,983
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 318,983
The accompanying notes are an integral part of these financial statements.
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Period January 1, 2016 through May 31, 2016
Unaudited
From January 1, 2016 to May 31, 2016
$
Revenue 3,305
Operating expenses: 37,738
Total operating expenses 37,738
Net Profit (34,433)
Net loss per common share - basic and diluted:
Net loss per share attributable to common stockholders 0.0022
Weighted-average number of common shares outstanding 15,000,000
The accompanying notes are an integral part of these financial statements.
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S DEFICIT
for the period of January 1, 2016 to May 31, 2016
Unaudited
Common Stock Additional Paid In Capital Accumulated Deficit
Total Stockholder's Deficit
Shares Amount
$ $ $
Beginning Balance, March 8, 2016 (Inception) - 0
Issuance of Common Stock $0.0001 Par Value 15,000,000 1,500
Net Income (Loss) - (34,433)
Ending Balance, March 31, 2016 15,000,000 1,500 (34,433)
(32,933)
The accompanying notes are an integral part of these financial statements.
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CASH FLOWS
FROM THE PERIOD January 1, 2016 TO May 31, 2016
Unaudited
From January 1, 2016 (Inception) to May 31, 2016
$
Cash Flows from Operating Activities
Net Income (loss) (34,433)
Net cash used in operating activities
(17,879)
Total Cash Flow from Operating Activities
(52,312)
Cash Flows from Financing Activities
Common Stock issued 1,500
Related Party Loan 30,000
Net Cash Flows From Financing Activities
50,196
Total Cash Flows from Financing Activities
81,696
Net Increase In Cash 29,383
Cash - Beginning 1,470
Cash - Ending 30,853
The accompanying notes are an integral part of these financial statements.
Note 1. Organization, History and Business
Astics, Inc. ("the Company") was incorporated in Texas on September 2, 2014.
Astics, Inc. is a IT product based company which comprises of 2 categories of
products: mobile applications and ecommerce portal. The Company develops,
markets and operates social games, and religious apps, on mobile platforms,
such as iPhone Operating System (iOS) and Android and social networking
sites, such as Facebook. The company also develops, markets, and operates an
ecommerce platform for desktop, and mobile platforms. The Company operates
through developing and monetizing on apps it develops, and generates revenue
on goods sold on its ecommerce platform.
The Company has developed various apps, including Bible, Bhagwad Gita, and
Cricket franchise. The Company designs its apps to provide players with
shared experiences that surprise and delight them. Its apps are free to play,
span a number of categories and attract a community of players that is
demographically and geographically diverse. The Company operates its games as
live services and update them with content and features to make them social,
develop player engagement and monetization. The Company analyzes the data
generated by its users to guide the creation of content and features. The
Company operates its games as live services that are available anytime and
anywhere.
The Company has also developed and operating an ecommerce platform which is
available on desktop and mobile platforms. It's a platform for people to
compare, and buy at the lowest price in the market. It's going to expand into
a platform for people to buy and sell products, new and used.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue is derived from contracts with our consumers. Revenue is recognized
in accordance with ASC 605. As such, the Company identifies performance
obligations and recognizes revenue over the period through which the Company
satisfies these obligations. Any contracts that by nature cannot be broken
down by specific performance criteria will recognize revenue on a straight
line basis over the contractual term of period of the contract.
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.
Stock Based Compensation
When applicable, the Company will account for stock-based payments to
employees in accordance with ASC 718, "Stock Compensation" ("ASC 718").
Stock-based payments to employees include grants of stock, grants of stock
options and issuance of warrants that are recognized in the consolidated
statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance
with ASC 505-50, "Equity-Based Payments to Non-Employees." Stock-based
payments to non-employees include grants of stock, grants of stock options
and issuances of warrants that are recognized in the consolidated statement
of operations based on the value of the vested portion of the award over the
requisite service period as measured at its then-current fair value as of
each financial reporting date.
The Company calculates the fair value of option grants and warrant issuances
utilizing the Binomial pricing model. The amount of stock-based compensation
recognized during a period is based on the value of the portion of the awards
that are ultimately expected to vest. ASC 718 requires forfeitures to be
estimated at the time stock options are granted and warrants are issued to
employees and non-employees, and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. The term "forfeitures" is
distinct from "cancellations" or "expirations" and represents only the
unvested portion of the surrendered stock option or warrant. The Company
estimates forfeiture rates for all unvested awards when calculating the
expense for the period. In estimating the forfeiture rate, the Company
monitors both stock option and
Note 2. Summary of Significant Accounting Policies (continued)
warrant exercises as well as employee termination patterns. The resulting
stock-based compensation expense for both employee and non-employee awards is
generally recognized on a straight-line basis over the period in which the
Company expects to receive the benefit, which is generally the vesting
period.
Loss per Share
The Company reports earnings (loss) per share in accordance with ASC Topic
260-10, "Earnings per Share." Basic earnings (loss) per share is computed by
dividing income (loss) available to common shareholders by the weighted
average number of common shares available. Diluted earnings (loss) per share
is computed similar to basic earnings (loss) per share except that the
denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. Diluted earnings
(loss) per share has not been presented since there are no dilutive
securities.
Cash and Cash Equivalents
For purpose of the statements of cash flows, the Company considers cash and
cash equivalents to include all stable, highly liquid investments with
maturities of three months or less.
Concentration of Credit Risk
The Company primarily transacts its business with one financial institution.
The amount on deposit in that one institution may from time to time exceed
the federally-insured limit.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
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, 2016.
Income Taxes
The Company accounts for its income taxes under the provisions of ASC Topic
740, "Income Taxes." The method of accounting for income taxes under ASC 740
is an asset and liability method. The asset and
Note 2. Summary of Significant Accounting Policies (continued)
liability method requires the recognition of deferred tax liabilities and
assets for the expected future tax
consequences of temporary differences between tax bases and financial
reporting bases of other assets and liabilities.
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.
Note 3. 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:
5/31/16
U.S statutory rate
34.00%
Less valuation allowance -
34.00%
Effective tax rate
0.00%
The significant components of deferred tax assets and liabilities are as
follows:
5/31/16
Deferred tax assets
Net operating gain/losses $
(36,473)
Deferred tax liability
Net deferred tax assets
Less valuation allowance
Deferred tax asset - net valuation allowance $
0
55
Note 3. Income Taxes (Continued)
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 May 31, 2016.
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 January1, 2016 through May 31, 2016,
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.
Note 4. Related Party Transactions
There have been no related party transactions other than the following
related party stock issuances.
Related Party Stock Issuances:
The following stock issuances were made to officers of the company as
compensation for services:
On September 2, 2014 the Company issued 5,000,250 of its authorized common
stock to Mrunal Desai as consideration for $500
On September 2, 2014 the Company issued 5,000,250 of its authorized common
stock to Yogesh Thakkar as consideration for $500.
On September 2, 2014 the Company issued 1,749,750 of its authorized common
stock to Mahendra Patel as consideration for $175.
On September 2, 2014 the Company issued 1,749,750 of its authorized common
stock to Manan Patel as consideration for $175.
On September 2, 2014 the Company issued 1,500,000 of its authorized common
stock to Sohelahmed Khalifa as consideration for $150.
Related Party Note.
Note 5. Stockholders' Equity
Common Stock
The holders of the Company's common stock are entitled to one vote per share
of common stock held.
As of May 31st, 2016 the Company had 15,000,000 shares issued and
outstanding.
Note 6. 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 7 - Net Income(Loss) Per Share
The following table sets forth the information used to compute basic and
diluted net income per share attributable to Astics, Inc. for the period
March 8, 2016 (inception) through April 30, 2016
5/31/16
Net Income (Loss) $ (36,473)
Weighted-average common shares outstanding basic:
Weighted-average common stock 15,000,000
Equivalents
Stock options 0
Warrants 0
Convertible Notes 0
Weighted-average common shares 15,000,000
outstanding- Diluted
Note 8. Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Currently, the Company has no
operating history and has not generated significant revenue. These factors
raise 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.
Note 9. Subsequent Events
None/
15. INDEX TO EXHIBITS
Exhibit 2a Articles of Incorporation
Exhibit 2b
Exhibit 1-A 4
Bylaws
Sample Note
ASTICS, INC.
16. SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form 1-A and has duly caused this Offering statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City and
County of ____, State of _____, on May __, 2016.
Astics, Inc.
By: _______________________
Name: Mrunal Desai
Title: Chief Executive Officer and Director
(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
______________________
_______________________
Mrunal Desai Director and Chief Executive Officer (Principal
Executive Officer)
_______________________ _______________________
Yogesh Thakkar Director, Chief Financial Officer and Secretary
_______________________ _______________________
Mahendra Patel Director and Chief Technology Officer
_______________________ _______________________
Manan Patel Director and Vice President of Engineering
_______________________ _______________________
Sohelahmed Khalifa Director and Vice President of Infrastructure
