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 47
Signatures 48
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 esta blished tra ding ma r ket fo r the No tes or Co mmo n Sto c k a nd if a tra ding
ma r ket does not dev elo p, purcha sers o f o ur securities ma y hav e diff iculty 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 co mpany " 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 co mpany" .
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 ma y, in the future, iss ue a dditio nal shares o f commo n sto c k, w hich w o uld reduce investo rs'
percent o f ow nership a nd may dilute o ur share va lue.
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 a re subject to co mplia nc e w ith securit ies la w, w hich expose s us to potentia l lia bilities, inclu ding
potentia l rescissio n rig hts.
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.
Our Company
6. DESCRIP
TION OF
BUSINES
S
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:
Total number of smartphone users in the world: 2B, and growing a very rapid pace.
Total amount spent on apps in 2015: $41B
Lot of companies are building mobile applications, but not many have reached the number
of downloads, and returning ratio which we have achieved.
Mobile Applications is a very fast growing industry, and growth will continue as there are
still 4-5B people without smartphones.
eCommerce Platform:
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.
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.
By end of 2016, we will be selling in 3 countries, which will give us over $300B of
ecommerce market to sell.
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:
Total number of smartphone users in the world: 2B, and growing a very rapid pace.
Total amount spent on apps in 2015: $41B
Lot of companies are building mobile applications, but not many have reached the number
of downloads, and returning ratio which we have achieved.
Mobile Applications is a very fast growing industry, and growth will continue as there are
still 4-5B people without smartphones.
ecommerce Platform:
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.
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.
By end of 2016, we will be selling in 3 countries, which will give us over $300B of
ecommerce market to sell.
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:
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.
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.
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:
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.
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.
(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 May 31, 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
Balance Sheet as of December 31, 2015
Statement of Operations for the period from January 1, 2015
to December 31, 2015
Statements of Stockholder's Deficit for the period from January 1, 2015 to
May 31, 2015
Statements of Cash Flows for the period from January 1, 2015to May 31,
2015
Notes to the Financial Statements
ASTICS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
BALANCE SHEET
As of May 31, 2016
Unaudited
The accompanying notes are an integral part of these financial statements.
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.
STATEMENT OF STOCKHOLDER'S DEFICIT
for the period of January 1, 2016 to May 31, 2016
tal
ol de r's
icit
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
The accompanying notes are an integral part of these financial statements.
BALANCE SHEET
As of December 31, 2015
Unaudited
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS
For the Period January 1, 2015 through December 31, 2015
Unaudited
From January 1,
2015 to December
31, 2015
$
Revenue
2,596
Operating expenses:
3,734
Total operating expenses
3,734
Net Profit
(1,138)
Net loss per common share - basic and diluted:
Net loss per share attributable to common
stockholders
0.0001
Weighted-average number of common shares
outstanding
10,000,000
The accompanying notes are an integral part of these financial statements.
STATEMENT OF STOCKHOLDER'S DEFICIT
for the period of January 1, 2015 to December 31, 2015
tal
ol de r's
icit
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, 2015 TO December 31, 2015
Unaudited
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.
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
