Nevada | 5999 | 98-1446012 |
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
Reinis Kosins
Large accelerated filer | Accelerated Filer |
Non-accelerated filer | Smaller reporting company ☒ |
(Do not check if a smaller reporting company) | Emerging growth company ☒ |
Title of Each Class of Securities to Be Registered | Amount to Be Registered | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee (1) | ||||||||||||
Common Stock | 4,100,000 | $ | 0.03 | $ | 123,000 | $ | 14.91 |
Offering | Total | |||||||||||||||
Price | Amount of | Underwriting | ||||||||||||||
Per Share | Offering | Commissions | To Us | |||||||||||||
Common Stock | $ | 0.03 | $ | 120,000 | $ | 0 | $ | 120,000 |
Page No. | |
SUMMARY OF PROSPECTUS | 3 |
General Information about Our Company | 3 |
The Offering | 3 |
RISK FACTORS | 4 |
USE OF PROCEEDS | 11 |
DETERMINATION OF OFFERING PRICE | 11 |
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES | 11 |
PLAN OF DISTRIBUTION | 12 |
Terms of the Offering | 13 |
Deposit of Offering Proceeds | 13 |
Procedures for and Requirements for Subscribing | 13 |
DESCRIPTION OF SECURITIES | 13 |
SELLING SHAREHOLDERS | 14 |
INTEREST OF NAMED EXPERTS AND COUNSEL | 14 |
DESCRIPTION OF OUR BUSINESS | 14 |
DESCRIPTION OF PROPERTY | 18 |
FINANCIAL STATEMENTS | 20 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 20 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 23 |
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON | 23 |
EXECUTIVE COMPENSATION | 24 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 26 |
INDEMNIFICATION | 26 |
AVAILABLE INFORMATION | 26 |
Securities Being Offered: 4,000,000 shares of common stock, par value $0.0001; a selling shareholder is selling an additional 100,000 shares in this offering. A total of 4,100,000 shares are being offered.
Offering Price per Share: $0.03
Offering Period: The shares are being offered for a period not to exceed 270 days, unless extended by our Board of Directors for an additional 90 days. There is no minimum offering of the shares before the expiration date of the offering.
Net Proceeds to Our Company: $120,000
Use of Proceeds: We intend to use the proceeds to start up and expand our business operations.
Number of Shares Outstanding
Before the Offering: 1,600,000
Number of Shares Outstanding
After the Offering: 5,600,000 if all shares are sold
As of December 31, 2018 | ||||
Total Assets | $ | 14,500 | ||
Total Liabilities | $ | 28,523 | ||
Stockholders Deficit | $ | (14,023 | ) |
December 31, 2018 | ||||
Revenue | $ | - | ||
Total Expenses | $ | 14,673 | ||
Net Loss | $ | (14,673 | ) |
Our current operating funds are less than we require to complete our intended operations plan. As of December 31, 2018 we had $500 cash and liabilities of $28,523. As of this date, we have had limited operations and no income. The full proceeds of $120,000 we hope to generate from this offering may not be enough to achieve sufficient revenue or profitable operations. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Reinis Kosins, our President, currently devotes approximately twenty hours per week providing management services to the Company. While he presently possesses adequate time to attend to our business interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Reinis Kosins to the Company could negatively impact our business development.
· | the first fiscal year following the fifth anniversary of this offering; |
· | the first fiscal year after our annual gross revenues are $1 billion or more; |
· | the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities |
· | as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. |
· | Online customers need a reliable computers and high speed Internet for online classes; |
· | Online tutoring requires a high-level of self-discipline and personal time management; |
· | Online customers need to be a highly self-motivated person to take full advantage of the medium; |
· | The online learning experience can be impersonal; |
· | Electronic communication may not necessarily provide a good match for persons who prefer face-to-face communication; |
· | Lack of personal interaction with teachers often affects the learning curve for some students. Even if a customer is in a virtual classroom that is full of students, the lack of personal interaction might make a customer feel detached and less likely to succeed. |
· | Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
· | Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
· | Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; |
· | Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, |
· | The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses. |
If $60,000 raised | If $90,000 raised | If $120,000 raised | ||||||||||
Description | Expenses | Expenses | Expenses | |||||||||
SEC reporting and compliance | $ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||
Establishing an office | 2,500 | $ | 4,500 | $ | 6,500 | |||||||
Learning platform Extension and improvement | $ | 7,500 | $ | 10,500 | $ | 15,500 | ||||||
Marketing and advertising | $ | 15,000 | $ | 25,000 | $ | 35,000 | ||||||
Workers’ salary | $ | 10,500 | $ | 29,000 | $ | 40,000 | ||||||
Additional expenses | $ | 7,500 | $ | 7,500 | $ | 7,500 | ||||||
Total | $ | 53,000 | $ | 86,500 | $ | 114,500 |
Percentage of funding | 100% | 75% | 50% | 25% | ||||||||||||
Amount of new funding | $ | 120,000 | $ | 90,0000 | $ | 60,000 | $ | 30,000 | ||||||||
Offering price | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | ||||||||
Shares after offering | 5,600,000 | 4,600,000 | 3,600,000 | 2,600,000 | ||||||||||||
Book value before distribution per share | $ | 0.0004 | $ | 0.0004 | $ | 0.0004 | $ | 0.0004 | ||||||||
Increase in book value per share | 0.0211 | 0.0193 | 0.0164 | 0.0114 | ||||||||||||
Book value after distribution per share | $ | 0.0215 | $ | 0.0197 | $ | 0.0168 | $ | 0.0118 | ||||||||
Dilution to purchasers | $ | 0.0085 | $ | 0.0103 | $ | 0.0132 | $ | 0.0182 | ||||||||
Dilution as percentage | 28 | % | 34 | % | 44 | % | 61 | % | ||||||||
% ownership of old shareholders | 29 | % | 35 | % | 44 | % | 62 | % | ||||||||
% ownership of new shareholders | 71 | % | 65 | % | 56 | % | 38 | % |
Total | ||||||||||||||||
Price | Number of | Percent of | Consideration | |||||||||||||
Per Share | Shares Held | Ownership | Paid | |||||||||||||
Existing Stockholder 1. | $ | 0.0001 | 1,500,000 | 26.8 | % | $ | 150 | |||||||||
Existing Stockholder 1. | $ | 0.005 | 100,000 | 1.8 | % | $ | 500 | |||||||||
Investors in this Offering | $ | 0.03 | 4,000,000 | 71.4 | % | $ | 120,000 |
a. | Our officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a) (39)of the Act, at the time of his participation; and |
b. | Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and |
c. | Our officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and |
d. | Our officer and our director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he |
(A) | primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and |
(B) | is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and |
(C) | has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a)(4)(iii). |
(i) | have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; |
(ii) | are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
(iii) | do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
1. | The number of shares owned by her prior to this offering; |
2. | The total number of shares that are to be offered by her; |
3. | The total number of shares that will be owned by her upon completion of the offering; |
4. | The percentage owned by her upon completion of the offering; and |
5. | The identity of the control person(s) of any entity that owns the shares in parentheses. |
Beneficial Ownership Prior to this Offering | Beneficial Ownership After this Offering (1) | ||||||||||||||||
Selling Stockholder | Number of Shares | Percent of Class | Shares That Will Be Offered | Number of Shares | Percent of Class | ||||||||||||
Di Xiang Yao | 100,000 | 100.0 | % | 100,000 | Nil | 0 | % |
· | Online learning costs less than usual one |
· | Lessons completely private and confidential, |
· | Online learning is available at any time of day or night, |
· | Customer can spend as little as 5 minutes with or without your teacher during a session, or as long as several hours. |
· | Considering the high cost of fuel and depending on how far customer must go to the English class customer can save a substantial amount of money. Also gains customers precious time. |
We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in China.
Under Paragraph 2 of Article 2 of the People’s Republic of China Corporate Income Tax Law (the “Corporate Income Law”), any foreign enterprise which shall constitute a resident enterprise shall meet both of the following requirements: (i) such enterprise was established under the laws of foreign countries or regions; and (ii) the actual management of such enterprise must be located within China. Further, under relevant provisions of the Circular of the State Administration of Taxation Regarding the Issues Relevant to the Identification of Chinese-controlled Enterprises Registered Abroad as Resident Enterprises by Actual Management (Guo Shui Fa [2009] No. 82, “Circular No. 82”) issued by the State Administration of Taxation on April 22, 2009 and based upon our no-name inquiry to the People’s Republic of China State Administration for Taxation, any Chinese-controlled enterprise whose actual management is held to be located within China shall satisfy all of the following requirements: (i) the site, where the management of such enterprise responsible for the daily operation of such enterprise performs its duties, is located within China; (ii) the financial decisions (such as borrowings, extending loans, financing or financial risks management) and HR policies (such as appointment, dismissal or remunerations) shall be made or approved by the institution or personnel of such enterprise staying within China; (iii) 1/2 or more of the directors with voting rights or of the management of such enterprise live within China permanently; and (iv) the main assets, accounting books and stamps of and the minutes and files of the board of directors of and of shareholders’ meeting of such enterprise exist and will be maintained within China.
· | The first fiscal year after its annual revenues exceed $1 billion; |
· | The first fiscal year after the fifth anniversary of its IPO; |
· | The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and |
· | The first fiscal year in which the company has a public float of at least $700 million. |
· | Provide only two rather than three years of audited financial statements in their IPO Registration Statement; |
· | Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required; |
· | Delay compliance with new or revised accounting standards until they are made applicable to private companies; and |
· | Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls. |
· | Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO; |
· | Certain restrictions on communications to institutional investors before filing the IPO registration statement; and |
· | The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation; |
· | Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and |
· | The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments. |
– | contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
– | contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; |
– | contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the |
– | significance of the spread between the bid and ask price; |
– | toll-free telephone number for inquiries on disciplinary actions; |
– | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
– | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; |
– | the bid and offer quotations for the penny stock; |
– | the compensation of the broker-dealer and its salesperson in the transaction; |
– | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
– | monthly account statements showing the market value of each penny stock held in the customer's account |
If $30,000 raised | If $60,000 raised | If $90,000 raised | ||||||||||
Description | Fees | Fees | Fees | |||||||||
SEC reporting and compliance | $ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||
Establishing an office | $ | 1,500 | $ | 3,500 | ||||||||
Learning platform Extension and improvement | $ | 3,500 | $ | 7,500 | $ | 10,500 | ||||||
Marketing and advertising | $ | 5,000 | $ | 15,000 | $ | 25,000 | ||||||
Workers’ salary | $ | 5,500 | $ | 25,000 | $ | 33,000 | ||||||
Additional expenses | $ | 3,500 | $ | 3,500 | $ | 3,500 | ||||||
Total | $ | 27,500 | $ | 62,500 | $ | 85,500 |
Name and Address | Age | Position(s) | ||
Reinis Kosins | 25 | President, | ||
Xibahe Beili 25 | Chief Financial Officer, | |||
Beijing, China 100096 | Chief Executive Officer, | |||
Sole Director |
· | Develop and monitor overall HR strategies, systems, tactics and procedures across the organization |
· | Bridge management and employee relations by addressing demands, grievances or other issues |
· | Nurture a positive working environment |
· | Manage the recruitment and selection process |
· | Oversee and manage a performance appraisal system that drives high performance |
· | Maintain pay plan and benefits program |
· | Assess training needs to apply and monitor training programs |
· | Driver license of B category |
· | Computer proficiency |
Change in | ||||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||||
Non- | Value and | |||||||||||||||||||||||||||||||||
Equity | Nonqualified | |||||||||||||||||||||||||||||||||
Incentive | Deferred | All | ||||||||||||||||||||||||||||||||
Name | Plan | Compen- | Other | |||||||||||||||||||||||||||||||
Principal | Stock | Option | Compen- | sation | Compen- | |||||||||||||||||||||||||||||
Position | Year | Salary | Bonus | Awards | Awards | sation | Earnings | sation | Totals | |||||||||||||||||||||||||
Reinis Kosins | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
CEO, CFO | ||||||||||||||||||||||||||||||||||
and Director |
Option Awards | Stock Awards | |||||||||||||||||||
Equity | ||||||||||||||||||||
Incentive | ||||||||||||||||||||
Equity | Plan | |||||||||||||||||||
Incentive | Awards: | |||||||||||||||||||
Plan | Market or | |||||||||||||||||||
Awards: | Payout | |||||||||||||||||||
Equity | Number of | Value of | ||||||||||||||||||
Incentive | Number | Unearned | Unearned | |||||||||||||||||
Plan Awards; | of | Market | Shares, | Shares, | ||||||||||||||||
Number of | Number of | Number of | Shares | Value of | Units or | Units or | ||||||||||||||
Securities | Securities | Securities | or Units | Shares or | Other | Other | ||||||||||||||
Underlying | Underlying | Underlying | of Stock | Units of | Rights | Rights | ||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | That | Stock That | That | That | ||||||||||||
Options (#) | Options (#) | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | ||||||||||||
Name | Exercisable | Unexercisable | Options (#) | Price | Date | Vested(#) | Vested | Vested | Vested | |||||||||||
Reinis Kosins | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Change in | ||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||
Fees | Non-Equity | Nonqualified | ||||||||||||||||||||||||||
Earned | Incentive | Deferred | ||||||||||||||||||||||||||
Paid in | Stock | Option | Plan | Compensation | All Other | |||||||||||||||||||||||
Name | Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||
Reinis Kosins | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
· | Reinis Kosins cash compensation $1,250 has been deferred indefinitely. |
Report of Independent Public Accounting Firm | F-1 |
Balance sheets as of December 31, 2018 | F-2 |
Statements of Operations for the Inception on February 28, 2018 to December 31, 2018 | F-3 |
Statements of Stockholders’ Equity from Inception on February 28, 2018 to December 31, 2018 | F-4 |
Statements of Cash Flows for the from Inception on February 28, 2018 to December 31, 2018 | F-5 |
Notes to the Financial Statements | F-6 |
December 31, 2018 | ||||
ASSETS | ||||
Related Party Trust Account | 500 | |||
Total current assets | - | |||
Developed website, net | 14,000 | |||
Total Assets | $ | 14,500 | ||
LIABILITIES | ||||
Accounts Payable | $ | 14,000 | ||
Accounts Payable - Related party | 8,750 | |||
Director loan | 773 | |||
Accrued Expenses | 5,000 | |||
Total current liabilities | 28,523 | |||
Common stock, $0.0001 par value, 75,000,000 shares authorized; | ||||
1,600,000 shares issued and outstanding | 160 | |||
Additional paid-in-capital | 490 | |||
Accumulated deficit | (14,673 | ) | ||
Total Stockholders’ Equity | (14,023 | ) | ||
Total Liabilities and Stockholders’ Equity | $ | 14,500 |
From February 28, 2018 (Inception) to December 31, 2018 | ||||
Revenue | $ | - | ||
General and administrative expenses | 14,673 | |||
Net income (loss) from operations | (14,673 | ) | ||
Income (Loss) before taxes | (14,673 | ) | ||
Provision for taxes | - | |||
Net income (loss) | $ | (14,673 | ) | |
Loss per common share: | ||||
Basic and Diluted | $ | (0.00 | ) | |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic and Diluted | 1,600,000 |
From February 28, 2018 (Inception) to December 31, 2018 | ||||
Operating Activities | ||||
Net income (loss) | $ | (14,673 | ) | |
Accrued Expenses | 5,000 | |||
Accounts Payable | 14,000 | |||
Accounts Payable – Related party as per consulting agreement | 8,750 | |||
Net cash provided operating activities | (13,077 | ) | ||
Investing Activities | ||||
Acquisition of website Development | (14,000 | ) | ||
Net cash used in investing activities | (14,000 | ) | ||
Financing Activities | ||||
Director loan | 773 | |||
Capital Stock | 650 | |||
Net cash provided by financing activities | 1,423 | |||
Net increase in cash and equivalents | 500 | |||
Cash and equivalents at beginning of the period | - | |||
Cash and equivalents at end of the period | $ | 500 | ||
Supplemental cash flow information: | ||||
Cash paid for: | ||||
Interest | $ | - | ||
Taxes | $ | - |
Common Stock | Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Stage | Equity | ||||||||||||||||
Inception, February 28, 2018 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares issued for compensation at $0.0001 per share | 1,500,000 | 150 | - | - | 150 | |||||||||||||||
Shares issued at $0.005 per share | 100,000 | 10 | 490 | 500 | ||||||||||||||||
Net loss for the year ended December 31, 2018 | - | - | - | (14,673 | ) | (14.673 | ) | |||||||||||||
Balance, December 31, 2018 | 1,600,000 | $ | 160 | $ | 490 | $ | (14,673 | ) | $ | (14.023 | ) |
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
December 31, 2018 | ||||
Website Development | $ | 14,000 | ||
Amortization | - | |||
Equipment and furniture, net | $ | 14,000 |
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
December 31, 2018 | ||||
Tax benefit (expenses) at U.S. statutory rate | $ | (3,081 | ) | |
Change in valuation allowance | 3,081 | |||
Tax benefit (expenses), net | $ | - |
December 31, 2018 | ||||
Net operating loss | $ | 3,081 | ||
Valuation allowance | (3,081 | ) | ||
Deferred tax assets, net | $ | - |
December 31, 2018 | ||||
Balance-Beginning | $ | - | ||
Increase/(Decrease) in Valuation allowance | 3,081 | |||
Balance-Ending | $ | 3,081 |
SEC Fee | $ | 15 | ||
Legal and Professional Fees | $ | 3,500 | ||
Accounting and auditing | $ | 5,000 | ||
Transfer Agent fees | $ | 1,000 | ||
EDGARization | $ | 485 | ||
TOTAL | $ | 10,000 |
Exhibit | ||
Number | Description | |
3.1 | Articles of Incorporation | |
3.2 | Bylaws | |
5.1 | Opinion re: Legality | |
10.1 | Loan Agreement | |
10.2 | Website Purchase Agreement | |
10.3 | Consulting Agreement | |
23.1 | Consent of Independent Auditor | |
99.1 | Subscription Agreement |
i. | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
i. | If the registrant is relying on Rule 430B (230.430B of this chapter): |
A. | Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
B. | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
ii. | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Crucial Innovations, Corp., Registrant | |||
By: | /s/ Reinis Kosins | ||
Reinis Kosins, President, Secretary, | |||
Treasurer, Principal Executive Officer, | |||
Principal Financial Officer and | |||
Principal Accounting Officer and | |||
Sole Director |
Dated: February 13, 2019 | By: | /s/ Reinis Kosins | |
Reinis Kosins, President, Secretary, | |||
Treasurer, Principal Executive Officer, | |||
Principal Financial Officer and | |||
Principal Accounting Officer and | |||
Sole Director |